**Exhibit 33.2**

**MANAGEMENT’S ASSERTION OF COMPLIANCE**

Management of the Trust & SecuritiesServices department of Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the “Company”) is responsible for assessing the servicing criteria set forth in Item 1122(d) of Regulation ABpromulgated by the Securities and Exchange Commission to determine which criteria are applicable to the Company in respect of the servicing platform described below. Management has determined that the servicing criteria are applicable in regard tothe servicing platform for the period as follows: 

Platform: Publicly-issued (i.e., transaction-level reporting required under theSecurities 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, securitiesadministration, paying agent or custodian services, as defined in the transaction agreements, excluding publicly-issued securities 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) and1122(d)(4)(iv) – 1122(d)(4)(xiv), which management has determined are not applicable to the activities the Company performs with respect to the Platform (the “Applicable Servicing Criteria”). With respect to Applicable ServicingCriteria 1122(d)(1)(ii), 1122(d)(1)(iii), 1122(d)(3)(i)(C), and 1122(d)(4)(iii) there were no activities performed during the year ended December 31, 2011 with respect to the Platform, because there were no occurrences of events that wouldrequire the Company to perform such activities. 

Period: Year ended December 31, 2011 (the “Period”). 

Management’s interpretation of Applicable Servicing Criteria: The Company’s management has determined that servicing criterion1122(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 transaction agreements. It is management’s interpretation that the Companyhas no other active back-up servicing responsibilities in regards to 1122(d)(1)(iii) as of and for the Period. The Company’s management has determined that servicing criterion 1122(d)(4)(iii) is applicable to the activities the Company performswith 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 transaction agreements. 

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

1. The Company’s management is responsible for assessing the Company’s compliance with the Applicable ServicingCriteria as of and for the Period. 

2. The Company’s management has assessed compliance with the Applicable Servicing Criteria as of andfor the Period. 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, an independent registered public accounting firm, has issued an attestation report with respect to management’s assertion of compliance with the Applicable Servicing Criteria as of and forthe 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/ 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/ Jenna Kaufman
     Name: Jenna Kaufman     Its: Director
Dated: February 28, 2012