Exhibit 33.5

Managements Assertion

Report on Compliance with Applicable Servicing
Criteria Pursuant to Item 1122

of Regulation AB under the Securities Exchange Act of 1934

U.S. Bank National Association (U.S. Bank) as a party participating in the servicing function for the following transactions:

U.S. Bank Corporate Trust Asset Backed Securities Platform1

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



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



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



| | 3. | U.S. Banks assessment of its compliance with the applicable servicing criteria is as of and for the period beginning on December 1, 2009 and ending
November 30, 2010, the end of the fiscal year covered by the Form 10-K report. U.S. Banks participation in the servicing function complied in all material respects with the applicable servicing criteria.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 4. | Ernst & Young, a registered public accounting firm, has issued an attestation report on U.S. Banks assessment of compliance with the applicable servicing
criteria as of and for the period beginning on December 1, 2009 and ending November 30, 2010, the end of the fiscal year covered by the Form 10-K report.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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


Date: February 4,
2011





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



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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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|Corporate Trust ABS Platform |  | 1 |  | 



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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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|Corporate Trust ABS Platform |  | 2 |  | 



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|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                 |  |                                   
|---------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------------- |  | ----------------------------------
|Reference        |  | Servicing Criteria                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  | Applicable  Servicing  Criteria |  | Inapplicable  Servicing  
Criteria
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|1122(d)(4)(viii) |  | Records documenting collection efforts are maintained during the period a pool asset is
delinquent in accordance with the transaction agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entitys activities in monitoring delinquent pool
assets including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).                                                                        |  |                                 |  | X                                 
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|1122(d)(4)(ix)   |  | Adjustments to interest rates or rates of return for pool assets with variable rates are
computed based on the related pool asset documents.                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                 |  | X                                 
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|1122(d)(4)(x)    |  | Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are
analyzed, in accordance with the obligors pool asset documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with
applicable pool asset documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related pool assets, or such other number of days specified in the transaction agreements. |  |                                 |  | X                                 
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|1122(d)(4)(xi)   |  | Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as
indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction
agreements.                                                                                                                                                                                       |  |                                 |  | X                                 
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|1122(d)(4)(xii)  |  | Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the Servicers funds and not
charged to the obligor, unless the late payment was due to the obligors error or omission.                                                                                                                                                                                                                                                                                                                                                   |  |                                 |  | X                                 
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|1122(d)(4)(xiii) |  | Disbursements made on behalf of an obligor are posted within two business days to the obligors records maintained by the servicer, or
such other number of days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                             |  |                                 |  | X                                 
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|1122(d)(4)(xiv)  |  | Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                 |  | X                                 
|                 |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | 
|1122(d)(4)(xv)   |  | Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set
forth in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                         |  | X                               |  |                                   



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|Corporate Trust ABS Platform |  | 3 |  |