|Exhibit 33.4
|------------

|Managements
        Assertion
|------------------------------

|Report
        on Assessment of Compliance with Applicable Servicing
|--------------------------------------------------------------------

U.S. Bank National Association
  (U.S. Bank) is responsible for assessing compliance as of December
  31, 2012 and for the period from January 1, 2012 through December 31, 2012 with
  the servicing criteria set forth in Item 1122 (d) of Regulation AB applicable
  to it as set forth on Exhibit A hereto. This report covers asset backed securities
  transactions within the U.S. Bank Corporate Trust Asset Backed Securities
  Platform1

U.S. Bank 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. | Except as set forth
      in paragraph 3 below, 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. | The criteria listed
      in the column titled Inapplicable Servicing Criteria on Exhibit
      A hereto are inapplicable to U.S. Bank based on the servicing activities
      it performs directly with respect to the Platform.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. | U.S. Bank has complied,
      in all material respects, with the applicable servicing criteria as of December
      31, 2012 and for the period from January 1, 2012 through December 31, 2012.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|5. | Ernst & Young,
      LLP, 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 December 31, 2012 and for the period from January 1, 2012
      through December 31, 2012.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

Date: February 28, 2013

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|1The U.S. Bank Corporate Trust ABS Platform (the Platform) consists
      of the activities involved in the performance of servicing functions for
      which the Company provides trustee, securities administration, registrar
      or paying agent services 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 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
      transaction comprised of the repackaging of corporate debt and/or other
      agency securities.
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ý                             |                                
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ý                             |                                
|1122(d)(1)(iii)                    | Any requirements in the transaction agreements
        to maintain a back-up servicer for the Pool Assets are maintained.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                               | ý                              
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | ý                             |                                
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ý                             |                                
|1122(d)(2)(ii)                     | Disbursements made via wire transfer on
        behalf of an obligor or to an investor are made only by authorized personnel.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ý                             |                                
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | ý                             |                                
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ý                             |                                
|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.                                                                                                                                                                                                                                                                                                                                                      | ý                             |                                
|1122(d)(2)(vi)                     | Unissued checks are safeguarded so as to
        prevent unauthorized access.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ý                             |                                
|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. | ý                             |                                

|Corporate Trust ABS Platform (A)
|--------------------------------



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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. | ý                             |                                
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | ý                             |                                
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ý                             |                                
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ý                             |                                
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                               | ý                              
|1122(d)(4)(ii)                     | Pool assets and related documents are safeguarded
        as required by the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                               | ý                              
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | ý                             |                                
|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.                                                                                                                                                                                                                                                                            |                               | ý                              
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |                               | ý                              
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                               | ý                              
|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.                                                                                                                                                                                                                                                                                                                                                                                          |                               | ý                              

|Corporate Trust ABS Platform (A)
|--------------------------------



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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).                                                                        |                               | ý                              
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                               | ý                              
|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. |                               | ý                              
|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.                                                                                                                                                                                                       |                               | ý                              
|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.                                                                                                                                                                                                                                                                                                                                                                                   |                               | ý                              
|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.                                                                                                                                                                                                                                                                                                                                                                                                             |                               | ý                              
|1122(d)(4)(xiv)  | Delinquencies, charge-offs and uncollectible
        accounts are recognized and recorded in accordance with the transaction
        agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                               | ý                              
|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.                                                                                                                                                                                                                                                                                                                                                                                                                                                 | ý                             |                                

|Corporate Trust ABS Platform (A)
|--------------------------------



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