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Exhibit 33.4
 REPORT ON MANAGEMENTS ASSESSMENT OF
COMPLIANCE WITH APPLICABLE SERVICING CRITERIA
 (1) (2)
    By:
    /s/ James L. PrestonName:
    James L. PrestonTitle:
    Executive Vice President




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Appendix A
 Servicing Criteria To Be Addressed In Assessment Of Compliance
  Reference
    
    Criteria
    
    ApplicabilityGeneral Servicing Considerations1122(d)(1)(i)
    
    Policies and procedures are instituted to monitor any performance or
other triggers and events of default in accordance with the
Transaction Documents.
    
    *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.
    
    *1122(d)(1)(iii)
    
    Any requirements in the Transaction Documents to maintain a back-up
servicer for the trust student loans are maintained.
    
    N/A1122(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.
    
    XCash Collection and Administration1122(d)(2)(i)
    
    Payments on trust student loans 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 Documents.
    
    X1122(d)(2)(ii)
    
    Disbursements made via wire transfer on behalf of an obligor or to
an investor are made only by authorized personnel.
    
    N/A1122(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 Documents.
    
    N/A1122(d)(2)(iv)
    
    The related accounts for the transaction, such as cash reserve
accounts or accounts established as a form of overcollateralization,
are separately maintained (e.g., with respect to commingling of
cash) as set forth in the Transaction Documents.
    
    N/A1122(d)(2)(v)
    
    Each custodial account is maintained at a federally insured
depository institution as set forth in the Transaction Documents.
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




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Reference
    
    Criteria
    
    Applicability1122(d)(2)(vi)
    
    Unissued checks are safeguarded so as to prevent unauthorized access.
    
    X1122(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 Documents; (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 Documents.
    
    XInvestor Remittances and Reporting1122(d)(3)(i)
    
    Reports to investors, including those to be filed with the
Commission, are maintained in accordance with the Transaction
Documents and applicable Commission requirements. Specifically, such
reports (A) are prepared in accordance with timeframes and other
terms set forth in the Transaction Documents; (B) provide
information calculated in accordance with the terms specified in the
Transaction Documents; (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 student loans serviced by the Servicer.
    
    N/A1122(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 Documents.
    
    N/A1122(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 Documents.
    
    N/A1122(d)(3)(iv)
    
    Amounts remitted to investors per the investor reports agree with
cancelled checks, or other form of payment, or custodial bank
statements.
    
    N/APool Asset Administration1122(d)(4)(i)
    
    Collateral or security on student loans is maintained as required by
the Transaction Documents or related student loan documents.
    
    N/A1122(d)(4)(ii)
    
    Student loan and related documents are safeguarded as required by
the Transaction Documents
    
    X1122(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 Documents.
    
    *




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Reference
    
    Criteria
    
    Applicability1122(d)(4)(iv)
    
    Payments on student loans, including any payoffs, made in accordance
with the related student loan 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
Documents, and allocated to principal, interest or other items
(e.g., escrow) in accordance with the related student loan
documents.
    
    X1122(d)(4)(v)
    
    The Servicers records regarding the student loans agree with the
Servicers records with respect to an obligors unpaid principal
balance.
    
    X1122(d)(4)(vi)
    
    Changes with respect to the terms or status of an obligors student
loans (e.g., loan modifications or re-agings) are made, reviewed and
approved by authorized personnel in accordance with the Transaction
Documents and related pool asset documents.
    
    X1122(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 Documents.
    
    X1122(d)(4)(viii)
    
    Records documenting collection efforts are maintained during the
period a student loan is delinquent in accordance with the
Transaction Documents. Such records are maintained on at least a
monthly basis, or such other period specified in the Transaction
Documents, and describe the entitys activities in monitoring
delinquent student loans including, for example, phone calls,
letters and payment rescheduling plans in cases where delinquency is
deemed temporary (e.g., illness or unemployment).
    
    X1122(d)(4)(ix)
    
    Adjustments to interest rates or rates of return for student loans
with variable rates are computed based on the related student loan
documents.
    
    X1122(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 student loan documents, on at least an annual basis, or
such other period specified in the Transaction Documents; (B)
interest on such funds is paid, or credited, to obligors in
accordance with applicable student loan documents and state laws;
and (C) such funds are returned to the obligor within 30 calendar
days of full repayment of the related student loans, or such other
number of days specified in the Transaction Documents.
    
    N/A1122(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 Documents.
    
    N/A1122(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.
    
    N/A




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Reference
    
    Criteria
    
    Applicability1122(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 Documents.
    
    N/A1122(d)(4)(xiv)
    
    Delinquencies, charge-offs and uncollectible accounts are recognized
and recorded in accordance with the Transaction Documents.
    
    X1122(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 Documents.
    
    N/A
 
 *
    
    Denotes activities which are partially the responsibility of both Master Servicer and
Subservicer.