**Exhibit 34.4**

             

**REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING            FIRM**

             

Board of Directors and Shareholders

College Loan Corporation

             

We have examined management’s assertion, included in the            accompanying Management’s Assessment of Compliance with Regulation AB Servicing            Criteria (“Management’s Report”), that College Loan Corporation (the            “Company”) complied with the servicing criteria set forth in Item 1122(d)            of the U.S. Securities and Exchange Commission’s Regulation AB for asset backed            securitization transactions backed by student loan receivables listed in Appendix B of            Management’s Report (the “Platform”) as of and for the year ended            December 31, 2006, excluding criteria 1122(d)(1)(ii)-(iv), 1122(d)(2)(i)-(vi),            1122(d)(3)(iii), 1122(d)(4)(i)-(ii), 1122(d)(4)(iv)-(xv), which management has            determined are not applicable to the activities performed by the Company with respect            to the Platform. Management is responsible for the Company’s compliance with the            applicable servicing criteria. Our responsibility is to express an opinion on            management’s assertion about 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.

In our opinion, management’s assertion that College Loan            Corporation complied with the aforementioned applicable servicing criteria as of and            for the year ended December 31, 2006 for the asset back securitization transactions            backed by student loan receivables is fairly stated, in all material            respects. 

             

/s/ Grant Thornton LLP

             

Irvine, California

March 29, 2007