EXHIBIT 33.5

**MANAGEMENT’S ASSESSMENT OF COMPLIANCE**

**WITH REGULATION AB SERVICING CRITERIA**

College Loan Corporation (the            “Administrator”) asserts            as of December 31, 2007 and for the period from January 1, 2007 to December 31, 2007            (the “Reporting Period”)            and as required by Item 1122(a) of Regulation AB of the Securities and Exchange            Commission (“Regulation            AB”), that:

|   | 1. | The Servicer is responsible for assessing compliance as                            of and for the Reporting Period with the servicing criteria set forth                            in Item 1122 (d) of Regulation AB, excluding the criteria which we have                            concluded are not applicable to the servicing activities we perform as                            indicated on Appendix A, attached hereto, (the                            “Regulation AB Compliance                            Matrix”) with respect to the funding                            trust transactions backed by student loan receivables listed on                            Appendix B (the “Regulation AB                            Platform”); |
|--------|----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 2. | The Servicer has assessed its compliance with the                            Applicable Servicing Criteria for the Reporting Period and has                            concluded that the Servicer has complied, in all material respects,                            with the Applicable Servicing Criteria with respect to Regulation AB                            for the Regulation AB Platform; |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 3. | As it relates to Item 1122(d)(3)(ii), the Servicer is                            responsible only for computing amounts that will be allocated to                            investors. The Servicer is not responsible for remitting the allocated                            amounts to investors, which is the responsibility of the                            Trustee; |
|--------|----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | 4. | Grant Thornton LLP, an independent registered public                            accounting firm, has issued an attestation report on the assessment of                            compliance with the Regulation AB Compliance Matrix as of and for the                            Reporting Period as set forth in this assertion. |
|--------|----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

The            Servicer’s assertion is limited to activities processed on the Regulation AB            Platform during the Reporting Period. It does not include an assessment of the impact            of activities processed prior to the Reporting Period that might have affected the            amounts reported by the Servicer during the Reporting Period.

IN WITNESS WHEREOF, the undersigned has executed this Report of the            Servicer as of March 19, 2008.

 

|   | **COLLEGE LOAN CORPORATION** |
|--------|------------------------------|
|   |                         |   |
|   |                         |   |
|   | By:                          | /s/ John Falb |
|   | Name:                        | John Falb |
|   | Title:                       | Chief Financial Officer |

 

Date: 3/19/08

 

 

**APPENDIX A**

 

 

| **Compliance Consideration Items** | **Required Compliance** |
|------------------------------------|-------------------------|

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Applicable | Not

Applicable |
|-----------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------|
| Item #          | **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 requirements 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 & 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 2 business days of 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 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 as 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 240.13k-1(b)(1) of this chapter.                                                                                                                                                                                                                                                                                                                                                                                                                                                   |       | 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 accounts, including custodial accounts and related bank                            clearing accounts. These reconciliations: (A) Are mathematically                            accurate; (B) Are prepared within 30 calendar days after the bank                            statement cutoff date, or such other number of days specified in the                            transaction agreements; (C) Are reviewed and approved by someone other                            than the person who prepared the reconciliations; 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          |            |

 

 

|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Applicable | Not

Applicable |
|------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|-----------------|
|             | **Investor Remittances & 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                            applicable 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               |
| 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 call, 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 fund 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          |            |

 

 

**APPENDIX B**

 

**College Loan Corporation Trust I**

**College Loan Corporation Trust II**