**EXHIBIT33.4**

 

**MANAGEMENT’SASSERTION OF COMPLIANCE**

 

Management of the Trust & SecuritiesServices department of Deutsche Bank National Trust Company and Deutsche BankTrust Company Americas (collectively the “Company”) is responsible forassessing compliance with the servicing criteria set forth in Item 1122(d) ofRegulation AB promulgated by the Securities and Exchange Commission.  Management has determined that the servicingcriteria are applicable in regard to the servicing platform for the period asfollows:

 

Platform:  Publicly-issued (*i*.*e*.,transaction-level reporting required under the Securities Exchange Act of 1934,as amended) residential mortgage-backed securities, commercial mortgage-backedsecurities and other asset-backed securities issued on or after January 1,2006  for which the Company providestrustee, securities administration, paying agent or custodian****services, as defined in the transaction agreements,excluding publicly-issued securities sponsored or issued by any governmentsponsored entity (the “Platform”).

 

Applicable Servicing Criteria:  Allservicing criteria set forth in Item 1122(d), except for the followingcriteria: 1122(d)(2)(iii), 1122(d)(4)(iv), 1122(d)(4)(v), 1122(d)(4)(vi),1122(d)(4)(vii), 1122(d)(4)(viii), 1122(d)(4)(ix), 1122(d)(4)(x),1122(d)(4)(xi), 1122(d)(4)(xii), 1122(d)(4)(xiii) and 1122(d)(4)(xiv), whichmanagement has determined are not applicable to the activities the Companyperforms with respect to the Platform (the “Applicable Servicing Criteria”).  With respect to applicable servicingcriterion 1122(d)(1)(iii), there were no activities performed during the yearended December 31, 2008 with respect to the Platform, because there wereno occurrences of events that would require the Company to perform such activities.

 

Period:  Year ended December 31,2008 (the “Period”).

 

Management’s interpretationof Applicable Servicing Criteria:  The Company’s management hasdetermined that servicing criteria 1122(d)(1)(iii) is applicable only withrespect to its continuing obligation to act as, or locate a, successor servicerunder the circumstances referred to in certain governing documents.  It is management’s interpretation that theCompany has no other active back-up servicing responsibilities in regards to1122(d)(1)(iii) as of and for the Period. The Company’s management has determined that servicing criterion1122(d)(4)(iii) is applicable to the activities the Company performs withrespect to the Platform only as it relates to the Company’s obligation toreport additions, removals or substitutions on reports to investors inaccordance with the transactions agreements.

 

Third parties classified as vendors:  Withrespect to servicing criteria 1122(d)(2)(i), 1122(d)(4)(i), and 1122(d)(4)(ii),management has engaged various vendors to perform the activities required bythese servicing criteria.  The Company’smanagement has determined that none of these vendors is considered a “servicer”as defined in Item 1101(j) of Regulation AB, and the Company’s managementhas elected to take responsibility for assessing compliance with the servicingcriteria applicable to each vendor as permitted by Interpretation 17.06 of theSEC Division of Corporation Finance Manual of Publicly Available TelephoneInterpretations (“Interpretation 17.06”). Management has policies and procedures in place designed to providereasonable assurance that the vendors’ activities comply in all materialrespects with the servicing criteria applicable to each vendor.  The Company’s management is solely responsiblefor determining that it meets the SEC requirements to apply Interpretation17.06 for the vendors and related criteria.

 

With respect to the Platform and the Period, theCompany’s management provides the following assertion of compliance withrespect to the Applicable Servicing Criteria:

 

1.  TheCompany’s management is responsible for assessing the Company’s compliance withthe Applicable Servicing Criteria as of and for the Period.

 

2.  TheCompany’s management has assessed compliance with the Applicable ServicingCriteria as of and for the Period, including servicing criteria for whichcompliance is determined based on Interpretation 17.06 as described above.  In performing this assessment, managementused the criteria set forth by the Securities and Exchange Commission inparagraph (d) of Item 1122 of Regulation AB.

 

3.  The Companyhas complied, in all material respects, with the Applicable Servicing Criteriaas of and for the Period, except as follows: For servicing criterion 1122(d)(1)(i), policies and procedures were notinstituted to monitor certain events of default in that notification of theevent of default was not provided to the certificateholders within thetimeframe required by the transaction agreements.

 

KPMG LLP, a registered public accounting firm, hasissued an attestation report with respect to the Company’s compliance with theApplicable Servicing Criteria as of and for the Period.

 

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|                           | **DEUTSCHE  BANK NATIONAL TRUST COMPANY** |
|--------------------------------|-------------------------------------------|
|                           |                                      |   |
|                           | By:                                       | /s/ | Gary R. Vaughan |
|                           |                                      |   | Name: Gary R. Vaughan |
|                           |                                      |   | Its: Managing Director |
|                           |                                      |   |
|                           | By:                                       | /s/ | David Co |
|                           |                                      |   | Name: David Co |
|                           |                                      |   | Its: Director |
|                           |                                      |   |
|                           | By:                                       | /s/ | Matt Bowen |
|                           |                                      |   | Name: Matt Bowen |
|                           |                                      |   | Its: Director |
|                           |                                      |   |
|                           | By:                                       | /s/ | Kevin Fischer |
|                           |                                      |   | Name: Kevin Fischer |
|                           |                                      |   | Its: Director |
|                           |                                      |   |
|                           | By:                                       | /s/ | Robert Frier |
|                           |                                      |   | Name: Robert Frier |
|                           |                                      |   | Its: Director |
|                           |                                      |   |
|                           |                                      |   |
|                           | **DEUTSCHE BANK TRUST COMPANY  AMERICAS** |
|                           |                                      |   |
|                           | By:                                       | /s/ | Kevin C Weeks |
|                           |                                      |   | Name: Kevin C Weeks |
|                           |                                      |   | Its: Managing Director |
|                           |                                      |   |
|                           | By:                                       | /s/ | Jenna Kaufman |
|                           |                                      |   | Name: Jenna Kaufman |
|                           |                                      |   | Its: Director |
|                           |                                      |   |
|                           |                                      |   |
| Dated: February 27,  2009 |                                      |   |

 

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