Exhibit 34.1

 

 

| KPMG LLPSuite 800400 Capitol MallSacramento, CA 95814 |
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**Report of Independent Registered Public Accounting                Firm**

 

The Board of Directors                Affiliated Computer Services, Inc.                Education Services:

We have examined the compliance of Affiliated Computer Services,                Inc. (ACS) Education Services (the Company) with the servicing criteria set forth                in Item 1122(d) of the Securities and Exchange Commission’s Regulation AB for                (a) publicly issued student loan backed security transactions issued on or after                January 1, 2006 that are serviced by the Company for College Loan Corporation and                (b) student loans for which the Company commenced servicing activities for Key                Bank, N.A. on or after January 1, 2006 (collectively, the Platform), except for                servicing criteria 1122(d)(1)(iii), 1122(d)(2)(iii)-(iv), 1122(d)(3)(i)-(iv),                1122(d)(4)(iii), 1122(d)(4)(x)-(xiii) and 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 year ended December 31, 2007. Management is responsible                for the Company’s compliance with those servicing criteria. Our                responsibility is to express an opinion on 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 of                less than all of the individual asset-backed transactions and securities that                comprise the Platform, testing of less than all of the 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 examinationprovides a                reasonable basis for our opinion. Our examination does not provide a legal                determination on the Company’s compliance with the servicing                criteria.

Our examination disclosed the following material noncompliance with                servicing criteria 1122(d)(2)(ii) and 1122(d)(4)(iv), as applicable to the Company                during the year ended December 31, 2007:

| **•** | With respect to servicing criterion 1122(d)(2)(ii),                                disbursements made via wire transfers on behalf of an obligor to                                the lender were not made by authorized personnel. |
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| **•** | With respect to servicing criterion 1122(d)(4)(iv),                                certain payments on pool assets made in accordance with the related                                pool asset documents were posted to the obligor records more than                                two business days after receipt. |
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As described in the accompanying ACS Education Services Management                Assessment, the Company has engaged a vendor to perform the activities required by                servicing criterion 1122(d)(2)(i). The Company has determined that this vendor is                not considered a “servicer” as defined in Item 1101(j) of Regulation                AB, and the Company has elected to take responsibility for assessing compliance                with the servicing criterion applicable to the vendor as permitted by                Interpretation 17.06 of the SEC Division of Corporation Finance Manual of Publicly                Available Telephone Interpretations (Interpretation 17.06). As permitted by                Interpretation 17.06, the Company has asserted that it has policies and procedures                in place designed to provide reasonable assurance that the vendor’s                activities comply in all material respects with the servicing criteria applicable                to the vendor.  The Company is solely responsible for determining that it                meets the SEC requirements to apply Interpretation 17.06 for the vendor and related                criterion as described in its assertion, and we performed no procedures with                respect to the Company’s eligibility to apply Interpretation                17.06.

 

In our opinion, except for the material noncompliance described                above, ACS Education Services complied, in all material respects, with the                aforementioned servicing criteria, including servicing criterion 1122(d)(2)(i) for                which compliance is determined based on Interpretation 17.06 as described above, as                of and for the year ended December 31, 2007.

 

 

 

Sacramento, California

March 10, 2008