**Exhibit 33.4**

 

**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, excluding any publicly issued transactionssponsored or issued by any government sponsored entity (the “Platform”).

 

Applicable ServicingCriteria:  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”).  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. With respect to applicable servicing criterion 1122(d)(1)(iii), therewere no activities performed during the twelve months ended December 31,2007 with respect to the Platform, because there were no occurrences of eventsthat would require the Company to perform such activities.

 

Period:  Twelve months ended December 31, 2007(the “Period”).

 

Management’s interpretationof Applicable Servicing Criteria:  The Company’s management has determined thatservicing criteria 1122(d)(1)(iii) is applicable only with respect to itscontinuing obligation to act as, or locate a, successor servicer under thecircumstances referred to in certain governing documents.  It is management’s interpretation thatDeutsche Bank Trust Company Americas has no other active back-up servicingresponsibilities in regards to 1122(d)(1)(iii) as of and for the Period.

 

Third parties classified as vendors:  With respect to servicing criteria1122(d)(2)(i), 1122(d)(4)(i), and 1122(d)(4)(ii), management has engagedvarious vendors to perform the activities required by these servicingcriteria.  The Company’s management hasdetermined that these vendors are not considered a “servicer” as defined inItem 1101(j) of Regulation AB, and the Company’s management has elected totake responsibility for assessing compliance with the servicing criteriaapplicable to each vendor as permitted by Interpretation 17.06 of the SECDivision of Corporation Finance Manual of Publicly Available TelephoneInterpretations (“Interpretation 17.06”). As permitted by Interpretation 17.06, management has asserted that ithas policies and procedures in place to provide reasonable assurance that thevendor’s activities comply in all material respects with the servicing criteriaapplicable to each vendor.  The Company’smanagement is solely responsible for determining that it meets the SECrequirements to apply Interpretation 17.06 for the vendors and relatedcriteria.

 

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

 

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

 

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2.  TheCompany’s management has assessed compliance with the Applicable Servicing Criteria,including servicing criteria for which compliance is determined based onInterpretation 17.06 as described above.  In performing this assessment, management used the criteria set forth bythe Securities and Exchange Commission in paragraph (d) of Item 1122 ofRegulation AB.

 

3.  Based onsuch assessment, as of and for the Period, the Company has complied, in allmaterial respects, with the Applicable Servicing Criteria.

 

KPMG LLP, a registered public accounting firm, hasissued an attestation report with respect to the management’s assertion ofcompliance with the Applicable Servicing Criteria as of and for the Period.

 
|                           | **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/ Jose Sicilia |
|                           |                                      | Name: Jose Sicilia |
|                           |                                      | Its: Managing 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 29,  2008 |                                      |

 

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