**Exhibit 33.1**

 

Management’s Assertion

 

Report on Compliance with Applicable Servicing Criteria Pursuant toItem 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 servicingfunction for the following transactions:

 

**U.S. Bank Corporate Trust Repackaging Platform(1)**

 

herebyprovides the following report on its assessment of compliance with theservicing criteria set forth in Item 1122 of Regulation AB applicable to it andas described on Exhibit A hereto:

 

1.               U.S. Bank is responsible forassessing its compliance with the servicing criteria applicable to it as notedon the accompanying Exhibit A;

 

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

 

3.               U.S. Bank’s assessment ofits compliance with the applicable servicing criteria is as of and for theperiod beginning on January 1, 2008 and ending December 31, 2008, theend of the fiscal year covered by the Form 10-K report. U.S. Bank’sparticipation in the servicing function complied in all material respects withthe applicable servicing criteria.

 

4.               Ernst & Young, aregistered public accounting firm, has issued an attestation report on U.S. Bank’sassessment of compliance with the applicable servicing criteria as of and forthe period beginning on January 1, 2008 and ending December 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:  Executive Vice President |

 

 

Date:March 2, 2009

 

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(1) TheU.S. Bank Corporate Trust Repackaging Platform (the “Platform”) consists of theactivities involved in the performance of servicing functions for publiclyissued transactions comprised of the repackaging of corporate debt and/or otheragency securities the securities of which were offered on or after January 1,2006. The Platform does not include asset-backed or mortgage—backedtransactions serviced by a pool of receivables or other financial assets.

 

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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | ** **                          | ** ** | **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**                               | ** ** | ** **                            |

 

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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**                               | ** ** | ** **                            |

 

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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 monitoringdelinquent  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**                                 |

 

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