**EXHIBIT 34.2**

 

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING            FIRM**

 

Board of Directors

CLC            Servicing

 

We            have examined CLC Servicing’s (the “Company”) compliance with the            servicing criteria set forth in Item 1122(d) of the U.S. Securities and Exchange            Commission’s Regulation AB for funding trust transactions backed by student loan            receivables (the “Platform”) described in the accompanying            Management’s Assessment of Compliance with Regulation AB Servicing Criteria            (“Management’s Report”) as of and for the year ended December 31,            2007, excluding criteria 1122(d)(2)(iii) and (iv), 1122(d)(3)(i) through            1122(d)(3)(iv), 1122(d)(4)(iii), 1122(d)(4)(x) through 1122(d)(4)(xiii), and            1122(d)(4)(xv) which management has determined are not applicable to the activities            performed by the Company with respect to the Platform. The Platform consists of the            asset-backed transactions and securities defined by management in Appendix B of            Management’s Report. Management is responsible for the Company’s compliance            with the applicable servicing criteria. Our responsibility is to express an            opinion on the Company’s compliance with the applicable servicing criteria for            the Platform 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 applicable servicing            criteria for the Platform and performing such other procedures as we considered            necessary in the circumstances. Our examination included testing selected asset-backed            transactions and securities constituting the Platform and evaluating whether the            Company performed servicing activities related to those transactions and securities in            compliance with the applicable servicing criteria for the period covered by this            report. Accordingly, our testing may not have included servicing activities related to            each asset-backed transaction or security constituting the Platform. Further, our            examination was not designed to detect material noncompliance that may have occurred            prior to the period covered by this report and that may have affected the            Company’s servicing activities during the period covered by this report. 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 applicable servicing criteria.

As            described in Management’s Report, the Company engaged various vendors to perform            servicing activities with respect to criteria 1122(d)(2)(i) and 1122(d)(4)(iv). The            Company determined that each vendor is not considered a “servicer,” as that            term is defined in Item 1101(j) of Regulation AB, and therefore, the Company is            assuming responsibility for compliance with such servicing criteria applicable to each            vendor’s servicing activities. In accordance with Regulation AB and its related            interpretations, the requirement for management to assess compliance with the servicing            criteria applicable to a vendor’s activities is satisfied if the Company has            instituted policies and procedures to monitor whether such vendor’s activities            comply in all material respects with such criteria. Compliance with the applicable            servicing criteria is achieved if those policies and procedures are designed to provide            reasonable assurance that such vendor’s activities comply with such criteria and            those policies and procedures are operating effectively for the period covered by            Management’s Report. Our examination does not provide a legal determination of            whether a vendor is or is not considered a servicer, and therefore, on whether the            Company, in its Management Report, is eligible to elect to take responsibility for            assessing compliance with the servicing criteria applicable to each vendor’s            servicing activities.

 

Our            examination disclosed the following material noncompliance with servicing criteria            1122(d)(2)(i), 1122(d)(2)(vii) and 1122(d)(4)(vi) applicable to the Company as of and            for the year ended December 31, 2007 for the Platform:

|   | **•** | With respect to servicing criterion 1122(d)(2)(i),                            deposit of payments on pool assets into the appropriate custodial bank                            account were made more than more than 2 business days after                            receipt. |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | With respect to servicing criterion 1122(d)(2)(vii),                            reconciling items in the custodial account bank reconciliations were                            not resolved within 90 days of their original                            identification. |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

|   | **•** | With respect to servicing criterion 1122(d)(4)(vi),                            borrower and loan status changes were not made, reviewed and approved                            by appropriate individuals. |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

In            our opinion, except for the material noncompliance described in the preceding            paragraph, CLC Servicing complied, in all material respects, with the aforementioned            applicable servicing criteria as of and for the year ended December 31, 2007 for the            funding trust transactions backed by student loan receivables platform.

We            do not express an opinion or any other form of assurance on management’s            remediation procedures in Appendix C of Management’s Report or the            Company’s exit strategy described in Management’s Report.

 

/s/            GRANT THORNTON LLP

 

San            Diego, California

March 19, 2008