**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 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 are 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 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. 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 are 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 SEC Division 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**By:
            /s/
              Gary R. VaughanName:
                Gary R. Vaughan
              Its:
                Managing Director




By:
            /s/
              David CoName:
              David Co
              Its:
                Director


By:
              /s/
                Jose
                SiciliaName:
                  Jose Sicilia
                Its:
                  Managing Director
 By:
                  /s/
                    Kevin FischerName:
                        Kevin Fischer
                      Its:
                        Director
  By:
                  /s/
                    Robert FrierName:
                          Robert Frier
                        Its:
                          Director




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




By:
            /s/
              Jenna KaufmanName:
                      Jenna Kaufman
                    Its:
                      Director




Dated:
      February 29, 2008