EXHIBIT
33.3





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 custodianservices, 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), 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 are not applicable to the
activities the Company performs with respect to the Platform (the “Applicable
Servicing Criteria”).  With respect to applicable servicing criterion
1122(d)(1)(iii), there were no activities performed during the year ended
December 31, 2009 with 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, 2009 (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 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 applicable to the activities the Company
performs 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.





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 none of these vendors is 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 SEC Division of Corporation Finance Manual of Publicly Available
Telephone Interpretations (“Interpretation 17.06”).  Management has
policies and procedures in place designed to provide reasonable assurance that
the vendors’ 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 as of and for the Period.





2.  The
Company’s management has assessed compliance with the Applicable Servicing
Criteria as of and for the Period, 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 Company’s compliance 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/ 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 26, 2010