**Exhibit 33.1**

 

Management’sAssertion

 

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

 

U.S. Bank NationalAssociation (“U.S. Bank”) as a party participating in the servicing functionfor the following transactions:

 

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

 

hereby provides thefollowing report on its assessment of compliance with the servicing criteriaset forth in Item 1122 of Regulation AB applicable to it and as described on Exhibit Ahereto:

 

1.               U.S. Bank isresponsible for assessing its compliance with the servicing criteria applicableto it as noted on the accompanying Exhibit A;

 

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

 

3.               U.S. Bank’sassessment of its compliance with the applicable servicing criteria is as ofand for the period 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, a registered public accounting firm, has issued an attestation report onU.S. Bank’s assessment of compliance with the applicable servicing criteria asof and for the 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) The U.S. Bank Corporate TrustRepackaging Platform (the “Platform”) consists of the activities involved inthe performance of servicing functions for publicly issued transactionscomprised of the repackaging of corporate debt and/or other agency securitiesthe securities of which were offered on or after January 1, 2006. ThePlatform does not include asset-backed or mortgage—backed transactions servicedby a pool of receivables or other fmancial 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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