Exhibit 33.1

Management's Assertion

Report on Compliance with Applicable Servicing Criteria Pursuant to Item 1122
of Regulation AB under the Securities Exchange Act of 1934

U.S. Bank National Association ("U.S. Bank") as a party participating in the servicing functionfor the following transactions:

U.S. Bank Corporate Trust Repackaging Platform'

hereby provides the following report on its assessment of compliance with the servicing criteria set forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit A hereto:

1.U.S. Bank is responsible for assessing its compliance with the servicing criteriaapplicable to it as noted on the accompanying Exhibit A;

2.U.S. Bank used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to.assess its compliance with the applicable servicing criteria;

3.U.S. Bank's assessment of its compliance with the applicable servicing criteria is as ofand for the period beginning on January 1, 2009 and ending December 31, 2009, the endof the fiscal year covered by the Form 10-K report. U.S. Bank's participation in the servicing function complied in all material respects with the applicable servicing criteria.

4.Ernst & Young, a registered public accounting firm, has issued an attestation report on U.S. Bank's assessment of compliance with the applicable servicing criteria as of and forthe period beginning on January 1, 2009 and ending December 31, 2009, the end of thefiscal year covered by the Form 10-K report.

U.S. BANK NATIONAL ASSOCIATION/s/ Bryan R. CalderName: Bryan R. CalderTitle:  Executive Vice President


Date: March 5, 2010





[1]The U.S. Bank Corporate Trust Repackaging Platform (the "Platform") consists of the activities involvedin the performance of servicing functions for publicly issued transactions comprised of the repackaging ofcorporate debt and/or other agency securities the securities of which were offered on or after January 1,2006. The Platform does not include asset-backed or mortgagebacked transactions serviced by a pool ofreceivables or other financial assets.




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EXHIBIT A to Management's Assertion

Reference
     Servicing Criteria
     Applicable
Servicing
Criteria
     InapplicableServicing
CriteriaGeneral Servicing Considerations1122(d)(1)(i)
     Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.
     
     X1122(d)(1)(ii)
     If any material servicing activities are outsourced to third parties, policies andprocedures are instituted to monitor the third party's performance and compliancewith such servicing activities.1122(d)(1)(iii)
     Any requirements in the transaction agreements to maintain a back-up servicer forthe Pool Assets are maintained.
     
     X1122(d)(1)(iv)
     A fidelity bond and errors and omissions policy is in effect on the partyparticipating in the servicing function throughout the reporting period in the amountof coverage required by and otherwise in accordance with the terms of thetransaction agreements.
     XCash Collection and Administration1122(d)(2)(i)
     Payments on pool assets are deposited into the appropriate custodial bank accountsand related bank clearing accounts no more than two business days followingreceipt, or such other number of days specified in the transaction agreements.
     X1122(d)(2)(ii)
     Disbursements made via wire transfer on behalf of an obligor or to an investor aremade only by authorized personnel.
     X1 22(d)(2)(iii)
     Advances of funds or guarantees regarding collections, cash flows or distributions,and any interest or other fees charged for such advances, are made, reviewed andapproved as specified in the transaction agreements.
     
     X1122(d)(2)(iv)
     The related accounts for the transaction, such as cash reserve accounts or accountsestablished as a form of over collateralization, are separately maintained (e.g., withrespect to commingling of cash) as set forth in the transaction agreements.
     X1122(d)(2)(v)
     Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements. For purposes of this criterion, "federallyinsured depository institution" with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of theSecurities Exchange Act.
     X1122(d)(2)(vi)
     Unissued checks are safeguarded so as to prevent unauthorized access.1122(d)(2Xvii)
     Reconciliations are prepared on a monthly basis for all asset-backed securitiesrelated bank accounts, including custodial accounts and related bank clearingaccounts. These reconciliations are (A) mathematically accurate; (B) preparedwithin 30 calendar days after the bank statement cutoff date, or such other numberof days specified in the transaction agreements; (C) reviewed and approved bysomeone other than the person who prepared thereconciliation; and (D) containexplanations for reconciling items. These reconciling items are resolved within 90calendar days of their original identification, or such other number of days specified in the transaction agreements.
     X





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Reference
     Servicing Criteria
     Applicable
Servicing
Criteria
     InapplicableServicing
CriteriaInvestor Remittances and Reporting
     X1122(d)(3)(i)
     Reports to investors, including those to be filed with the Commission, aremaintained in accordance with the transaction agreements and applicableCommission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transactionagreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission asrequired by its rules and regulations; and (D) agree with investors' or the
trustee's records as to the total unpaid principal balance and number of PoolAssets serviced by the Servicer_1122(d)(3)(ii)
     Amounts due to investors are allocated and remitted in accordance withtimeframes, distribution priority and other terms set forth in the transactionagreements.
     X1122(d)(3)(iii)
     Disbursements made to an investor are posted within two business days to theServicer's investor records, or such other number of days specified in thetransaction agreements.
     X1122(d)(3)(iv)
     Amounts remitted to investors per the investor reports agree with cancelledchecks, or other form of payment, or custodial bank statements.
     XPool Asset Administration1122(d)(4)(i)
     Collateral or security on pool assets is maintained as required by the transactionagreements or related pool asset documents.
     
     X1122(d)(4)(ii)
     Pool assets and related documents are safeguarded as required by thetransaction agreements.
     X1122(d)(4)(iii)
     Any additions, removals or substitutions to the asset pool are made, reviewedand approved in accordance with any conditions or requirements in thetransaction agreements.
     X1122(d)(4)(iv)
     Payments on pool assets, including any payoffs, made in accordance with therelated pool asset documents are posted to the Servicer's obligor records--maintained no more than two business days after receipt, or such other numberof days specified in the transaction agreements, and allocated to principal,interest or other items (e.g., escrow) in accordance with the related pool assetdocuments.
     X1122(d)(4)(v)
     The Servicer's records regarding the pool assets agree with the Servicer'srecords with respect to an obligor's unpaid principal balance.
     X1122(d)(4)(vi)
     Changes with respect to the terms or status of an obligor's pool assets (e.g., loanmodifications or re-agings) are made, reviewed and approved by authorizedpersonnel in accordance with the transaction agreements and related pool assetdocuments.
     
     X1122(d)(4)(vii)
     Loss mitigation or recovery actions (e.g., forbearance plans, modifications anddeeds in lieu of foreclosure, foreclosures and repossessions, as applicable) areinitiated, conducted and concluded in accordance with the timeframes or otherrequirements established by the transaction agreements.
     X







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Reference
     Servicing Criteria
     Applicable
Servicing
Criteria
     InapplicableServicing
Criteria1122(d)(4)(viii)
     Records documenting collection efforts are maintained during the period a poolasset is delinquent in accordance with the transaction agreements. Such recordsare maintained on at least a monthly basis, or such other period specified in thetransaction agreements, and describe the entity's activities in monitoring
delinquent pool assets including, for example, phone calls, letters and paymentrescheduling plans in cases where delinquency is deemed temporary (e.g.,illness or unemployment).
     XI122(d)(4)(ix)
     Adjustments to interest rates or rates of return for pool assets with variable ratesare computed based on the related pool asset documents.
     
     X1122(d)(4)(x)
     Regarding any funds held in trust for an obligor (such as escrow accounts): (A)such funds are analyzed, in accordance with the obligor's pool asset documents, on at least an annual basis, or such other period specified in the transactionagreements; (B) interest on such funds is paid, or credited, to obligors inaccordance with applicable pool asset documents and state laws; and (C) suchfunds are returned to the obligor within 30 calendar days of full repayment ofthe related pool assets, or such other number of days specified in the transactionagreements.
     
     X1122(d)(4)(xi)
     Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on theappropriate bills or notices for such payments, provided that such support hasbeen received by the servicer at least 30 calendar days prior to these dates, orsuch other number of days specified in the transaction agreements.
     
     X1122(d)(4)(xii)
     Any late payment penalties in connection with any payment to be made onbehalf of an obligor are paid from the Servicer's funds and not charged to theobligor, unless the late payment was due to the obligor's error or omission.
     
     X1122(d)(4)(xiii)
     Disbursements made on behalf of an obligor are posted within two business days to the obligor's records maintained by the servicer, or such other numberof days specified in the transaction agreements.
     
     X1122(d)(4)(xiv)
     Delinquencies, charge-offs and uncollectible accounts are recognized andrecorded in accordance with the transaction agreements.
     
     X1122(d)(4)(xv)
     Any external enhancement or other support, identified in Item 1114(a)(1)through (3) or Item 1115 of Regulation AB, is maintained as set forth in thetransaction agreements.
     
     X









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