Exhibit 33.4

 

MANAGEMENT’S ASSERTION OF COMPLIANCE

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

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

Applicable Servicing Criteria: All                servicing criteria set forth in Item 1122(d), except for the following criteria:                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), which management has determined arc not                applicable to the activities the Company performs with respect to the Platform (the                “Applicable Servicing Criteria”). Servicing criterion 1122(d)(4)(iii)                is applicable to the activities the Company performance with respect to the                Platform only as it relates to the Company’s obligation to report additions,                removals or substitutions on reports to investors in accordance with the                transactions agreements. With respect to applicable servicing criterion                1122(d)(1)(iii), there were no activities performed during the twelve months ended                December 31, 2007 with respect to the Platform, because there were no occurrences                of events that would require the Company to perform such activities.

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

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

Third parties classified as vendors:                With respect 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 by these servicing criteria. The Company’s management has determined                that these vendors ate not considered a “servicer” as defined in Item                1101(j) of Regulation AB, and the Company’s management has elected to take                responsibility for assessing compliance with the servicing criteria applicable to                each vendor as permitted by Interpretation 17.06 of the SECDivision of Corporation Finance Manual of Publicly Available                Telephone Interpretations (“Interpretation 17.06”). As permitted by                Interpretation 17.06, management has asserted that it has policies and procedures                in place to provide reasonable assurance that the vendor’s activities comply                in all material respects with the servicing criteria applicable to each vendor. The                Company’s management is solely responsible for determining that it meets the                SEC requirements to apply Interpretation 17.06 for the vendors and related                criteria.

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

1.         The                Company’s management is responsible for assessing the Company’s                compliance with the Applicable Servicing Criteria.

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

3.         Based on                such assessment, as of and for the Period, the Company has complied, in all                material respects, with the Applicable Servicing Criteria.

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

 

 

| **DEUTSCHE BANK NATIONAL TRUST                                COMPANY** |
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|                                                                    |
|                                                                         |
| By:                                                                     | /s/ Gary R. Vaughan |   |
|                                                                    | Name: Gary R. Vaughan |
|                                                                    | Its: Managing Director |

 

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| By:    | /s/ David Co |   |
|   | Name: David Co |
|   | Its: Director |

 
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| By:    | /s/ Jose Sicilia |   |
|   | Name: Jose Sicilia |
|   | Its: Managing Director |

 
|   |
|--------|
| By:    | /s/ Kevin Fischer |   |
|   | Name: Kevin Fischer |
|   | Its: Director |

 
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|--------|
| By:    | /s/ Robert Prier |   |
|   | Name: Robert Prier |
|   | Its: Director |

 
| **DEUTSCHE BANK TRUST                        COMPANY AMERICAS** |
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|                                                            |
| By:                                                             | /s/ Kevin C. Weeks |   |
|                                                            | Name: Kevin C. Weeks |
|                                                            | Its: Managing Director |

 
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| By:    | /s/ Jenna Kaufman |   |
|   | Name: Jenna Kaufman |
|   | Its: Director |