**Exhibit 33.2**

 

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 function for the following transactions:

 

**U.S. Bank Corporate Trust Asset Backed Securities Platform****1**

 

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 criteria applicable 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 of and for the period beginning on November 1, 2007 and ending October 31, 2008, the end of 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 for the period beginning on November 1, 2007 and ending October 31, 2008, the end of the fiscal year covered by the Form 10-K report.                                          |

 

 
|   | U.S. BANK NATIONAL ASSOCIATION |
|--------|--------------------------------|
|   |                           |
|   |                           |
|   | /s/ Bryan R. Calder            |   |
|   | Name: Bryan R. Calder          |
|   | Title: President               |
|   |                           |
|   |                           |

Date:  December 23, 2008

 

 

----

1 The U.S. Bank Corporate Trust ABS Platform (the “Platform”) consists of the activities involved in the performance of servicing functions for (i) publicly issued asset-backed and mortgage-backed transactions the securities of which were offered on or after January 1, 2006 and (ii) certain asset-backed transactions offered prior to January 1, 2006 for which the Issuer has voluntarily elected to make Regulation AB compliant filings under the Securities Exchange Act of 1934, as amended.  The Platform does not include transactions comprised of the repackaging of corporate debt and/or other agency securities.

 

 

**EXHIBIT A to Management’s Assertion**

** **
| **Reference**         | **Servicing  Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | **Applicable  Servicing Criteria** | **Inapplicable  Servicing  Criteria** |
|-----------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------|---------------------------------------|
| ** **            | **General Servicing Considerations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** **                         |
| 1122(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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |                               | **X**                                 |
| 1122(d)(1)(ii)        | If any material  servicing activities are outsourced to third parties, policies and procedures  are instituted to monitor the third party’s performance and compliance with  such servicing activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                               | **X**                                 |
| 1122(d)(1)(iii)       | Any requirements in the  transaction agreements to maintain a back-up servicer for the Pool Assets are  maintained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |                               | **X**                                 |
| 1122(d)(1)(iv)        | A fidelity bond and  errors and omissions policy is in effect on the party participating in the  servicing function throughout the reporting period in the amount of coverage  required by and otherwise in accordance with the terms of the transaction  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                               | **X**                                 |
| ** **            | **Cash Collection and Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ** **                         |
| 1122(d)(2)(i)         | Payments on pool assets are deposited into the  appropriate custodial bank accounts and related bank clearing accounts no  more than two business days following receipt, or such other number of days  specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                               | **X**                                 |
| 1122(d)(2)(ii)        | Disbursements made via wire transfer on behalf of an  obligor or to an investor are made only by authorized personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | **X**                              |                                  |
| 1122(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 and approved as specified in  the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                               | **X**                                 |
| 1122(d)(2)(iv)        | The related accounts for the transaction, such as  cash reserve accounts or accounts established as a form of over  collateralization, are separately maintained (e.g., with respect to  commingling of cash) as set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | **X**                              |                                  |
| 1122(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, “federally insured 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 the  Securities Exchange Act.                                                                                                                                                                                                                                                                                                                          | **X**                              |                                  |
| 1122(d)(2)(vi)        | Unissued checks are safeguarded so as to prevent  unauthorized access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                               | **X**                                 |
| 1122(d)(2)(vii)  | Reconciliations are prepared on a monthly basis for  all asset-backed securities related bank accounts, including custodial  accounts and related bank clearing accounts. These reconciliations are  (A) mathematically accurate; (B) prepared within 30 calendar days  after the bank statement cutoff date, or such other number of days specified  in the transaction agreements; (C) reviewed and approved by someone other  than the person who prepared the reconciliation; and (D) contain  explanations for reconciling items. These reconciling items are resolved  within 90 calendar days of their original identification, or such other  number of days specified in the transaction agreements. |                               | **X**                                 |
|                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                    |                                       |  |  |  |

 

Corporate Trust ABS Platform

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| **Reference**   | **Servicing  Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **Applicable  Servicing  Criteria** | **Inapplicable  Servicing  Criteria** |
|-----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------|---------------------------------------|
| ** **      | **Investor Remittances and Reporting**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ** **                          |
| 1122(d)(3)(i)   | Reports to investors,  including those to be filed with the Commission, are maintained in accordance  with the transaction agreements and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with  timeframes and other terms set forth in the transaction agreements;  (B) provide information calculated in accordance with the terms  specified in the transaction agreements; (C) are filed with the  Commission as required 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 Pool Assets serviced by the Servicer. |                                | **X**                                 |
| 1122(d)(3)(ii)  | Amounts due to investors  are allocated and remitted in accordance with timeframes, distribution  priority and other terms set forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | **X**                               |                                  |
| 1122(d)(3)(iii) | Disbursements made to an  investor are posted within two business days to the Servicer’s investor  records, or such other number of days specified in the transaction  agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | **X**                               |                                  |
| 1122(d)(3)(iv)  | Amounts remitted to  investors per the investor reports agree with cancelled checks, or other form  of payment, or custodial bank statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | **X**                               |                                  |
| ** **      | **Pool Asset Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | ** **                          |
| 1122(d)(4)(i)   | Collateral or security  on pool assets is maintained as required by the transaction agreements or  related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                | **X**                                 |
| 1122(d)(4)(ii)  | Pool assets and related  documents are safeguarded as required by the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                | **X**                                 |
| 1122(d)(4)(iii) | Any additions, removals  or substitutions to the asset pool are made, reviewed and approved in  accordance with any conditions or requirements in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                                | **X**                                 |
| 1122(d)(4)(iv)  | Payments on pool assets,  including any payoffs, made in accordance with the related pool asset  documents are posted to the Servicer’s obligor records maintained no more  than two business days after receipt, or such other number of days specified  in the transaction agreements, and allocated to principal, interest or other  items (e.g., escrow) in accordance with the related pool asset documents.                                                                                                                                                                                                                                                                              |                                | **X**                                 |
| 1122(d)(4)(v)   | The Servicer’s records  regarding the pool assets agree with the Servicer’s records with respect to  an obligor’s unpaid principal balance.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                | **X**                                 |
| 1122(d)(4)(vi)  | Changes with respect to  the terms or status of an obligor’s pool assets (e.g., loan modifications or  re-agings) are made, reviewed and approved by authorized personnel in  accordance with the transaction agreements and related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                | **X**                                 |
| 1122(d)(4)(vii) | Loss mitigation or  recovery actions (e.g., forbearance plans, modifications and deeds in lieu of  foreclosure, foreclosures and repossessions, as applicable) are initiated,  conducted and concluded in accordance with the timeframes or other  requirements established by the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                          |                                | **X**                                 |
|                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                     |                                       |  |  |  |

 

Corporate Trust ABS Platform

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| **Reference**    | **Servicing Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | **Applicable  Servicing  Criteria** | **Inapplicable  Servicing  Criteria** |
|------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------|---------------------------------------|
| 1122(d)(4)(viii) | Records documenting collection efforts are maintained  during the period a pool asset is delinquent in accordance with the  transaction agreements. Such records are maintained on at least a monthly  basis, or such other period specified in the transaction agreements, and  describe the entity’s activities in monitoring delinquent pool assets including,  for example, phone calls, letters and payment rescheduling plans in cases  where delinquency is deemed temporary (e.g., illness or unemployment).                                                                                        |                                | **X**                                 |
| 1122(d)(4)(ix)   | Adjustments to interest rates or rates of return for  pool assets with variable rates are computed based on the related pool asset  documents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |                                | **X**                                 |
| 1122(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 transaction agreements; (B) interest on  such funds is paid, or credited, to obligors in accordance with applicable  pool asset documents and state laws; and (C) such funds are returned to  the obligor within 30 calendar days of full repayment of the related pool  assets, or such other number of days specified in the transaction agreements. |                                | **X**                                 |
| 1122(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 the appropriate bills or notices for such payments,  provided that such support has been received by the servicer at least 30  calendar days prior to these dates, or such other number of days specified in  the transaction agreements.                                                                                                                                                                                                             |                                | **X**                                 |
| 1122(d)(4)(xii)  | Any late payment penalties in connection with any  payment to be made on behalf of an obligor are paid from the Servicer’s funds  and not charged to the obligor, unless the late payment was due to the  obligor’s error or omission.                                                                                                                                                                                                                                                                                                                                                                 |                                | **X**                                 |
| 1122(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 number of days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                 |                                | **X**                                 |
| 1122(d)(4)(xiv)  | Delinquencies, charge-offs and uncollectible accounts  are recognized and recorded in accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                | **X**                                 |
| 1122(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 the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                        |                                | **X**                                 |

 

Corporate Trust ABS Platform

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