Report
of Independent Registered Public Accounting Firm
  The Board
of Directors and Management
 Citibank
(South Dakota), National Association:
  We have
examined management’s assessment, included in the accompanying Management
Assessment of Compliance with Applicable Servicing Criteria, that Citibank
(South Dakota), National Association (The Company) complied with the servicing
criteria set forth in Item 1122(d) of the Securities and Exchange Commission’s
Regulation AB for the asset backed securities transactions involving student
loans for which the Company acted as subservicer (the Platform), except for
servicing criteria 1122(d)(1)(i), 1122(d)(1)(ii),
1122(d)(1)(iii), 1122(d)(2)(i) (related to deposits into the appropriate
custodial bank accounts), 1122(d)(2)(ii), 1122(d)(2)(iii), 1122(d)(2)(iv),
1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(2)(vii) (related to reconciliations of
custodial accounts), 1122(d)(3)(i), 1122(d)(3)(ii), 1122(d)(3)(iii),
1122(d)(3)(iv), 1122(d)(4)(i), 1122(d)(4)(iii) (related to removals or
substitutions to the asset pool ), 1122(d)(4)(v), 1122(d)(4)(x), 1122(d)(4)(xi),
1122(d)(4)(xii), 1122(d)(4)(xiii), 1122(d)(4)(xv),  which the Company
has determined are not applicable to the activities it performs with respect to
the Platform as of and for the twelve months ended December 31, 2008. Appendix A
to Management Assessment of Compliance with Applicable Servicing Criteria
identifies the individual asset-backed transactions and securities defined by
management as constituting the Platform.  Management is responsible
for the Company’s compliance with those servicing criteria. Our responsibility
is to express an opinion on management’s assessment about the Company’s
compliance based on our examination.
  Our
examination was conducted in accordance with the standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining,
on a test basis, evidence about the Company’s compliance with the servicing
criteria specified above and performing such other procedures as we considered
necessary in the circumstances. Our examination included testing selected
asset-backed transactions and securities that comprise the Platform, testing
selected servicing activities related to the Platform, and determining whether
the Company processed those selected transactions and performed those selected
activities in compliance with the servicing criteria. Furthermore, our
procedures were limited to the selected transactions and servicing activities
performed by the Company during the period covered by this report. Our
procedures were not designed to determine whether errors may have occurred
either prior to or subsequent to our tests that may have affected the balances
or amounts calculated or reported by the Company during the period covered by
this report for the selected transactions or any other transactions. We believe
that our examination provides a reasonable basis for our opinion. Our
examination does not provide a legal determination on the Company’s compliance
with the servicing criteria.
  In our
opinion, management’s assessment that the Company complied with the
aforementioned servicing criteria as of and for the twelve months ended December
31, 2008 is fairly stated, in all material respects.
  
 
 New York,
New York
 March 18,
2009