**Exhibit 33.3**

 

**MANAGEMENT’SASSERTION OF COMPLIANCE**

 

 

Management of the Trust & Securities Services departmentof Deutsche Bank National Trust Company and Deutsche Bank Trust Company Americas (collectively the “Company”) is responsiblefor assessing the servicing criteria set forth in Item 1122(d) of Regulation AB promulgated by the Securities and Exchange Commissionto determine which criteria are applicable to the Company in respect of the servicing platform described below. Management hasdetermined that the servicing criteria are applicable in regard to the servicing platform for the period as follows:

 

 

Platform: Publicly-issued (i.e., transaction-level reportingrequired 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 provides trustee, securitiesadministration, paying agent or custodian****services, as defined in the transaction agreements, excluding publicly-issuedsecurities 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 performswith respect to the Platform (the “Applicable Servicing Criteria”). With respect to Applicable Servicing Criteria 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, 2011with respect to the Platform, because there were no occurrences of events that would require 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 criterion 1122(d)(1)(iii) is applicable only with respect to its continuingobligation to act as, or locate a, successor servicer under the circumstances referred to in certain transaction agreements. Itis management's interpretation that the Company has 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 applicableto the activities the Company performs with respect to the Platform only as it relates to the Company’s obligation to reportadditions, removals or substitutions on reports to investors in accordance with the transaction agreements.

 

 

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

 

1. The Company’s management is responsible for assessingthe Company’s compliance with the Applicable Servicing Criteria as of and for the Period.

 

2. The Company’s management has assessed compliance withthe Applicable Servicing Criteria as of and for the Period. In performing this assessment, management used the criteria set forthby 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 Companyhas 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 Criteriaas 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/ Matt Bowen____________________________

Name: Matt Bowen

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/ Jenna Kaufman __________________________

Name: Jenna Kaufman

Its: Director

 

 

Dated: February 28, 2012