**Exhibit 34.1**

 

**REPORT OF INDEPENDENT REGISTERED PUBLICACCOUNTING FIRM**

 

To the Board of Directors of New Holland Credit Company, LLC:

 

We haveexamined New Holland Credit Company, LLC’s (the “Company”) compliance with theservicing criteria set forth in Item 1122(d) of the Securities andExchange Commission’s Regulation AB for asset-backed securities transactionsfor which the Company acted as servicer involving equipment receivables, otherthan transactions registered prior to compliance with Regulation AB (the “Platform”)described in the accompanying Certification Regarding Compliance withApplicable Servicing Criteria as of and for the year ended December 31,2008, excluding criteria 1122(d)(1)(iv), 1122(d)(2)(ii)(iii) and (vi), and1122(d)(4)(x)-(xiii), which management has determined are not applicable to theactivities performed by the Company with respect to the Platform. Management isresponsible for the Company’s compliance with the servicing criteria. Ourresponsibility is to express an opinion on the Company’s compliance with theservicing criteria based on our examination.

 

Ourexamination was conducted in accordance with attestation standards establishedby the American Institute of Certified Public Accountants, as adopted by thePublic Company Accounting Oversight Board (United States) and, accordingly,included examining, on a test basis, evidence about the Company’s compliancewith the applicable servicing criteria, including tests on a sample basis ofthe servicing activities related to the Platform, determining whether theCompany performed those selected activities in compliance with the servicingcriteria during the specified period, and performing such other procedures aswe considered necessary in the circumstances. Our procedures were limited toselected servicing activities performed by the Company during the periodcovered by this report and, accordingly, such samples may not have includedservicing activities related to each asset-backed transaction included in thePlatform. Further, an examination is not designed to detect noncompliancearising from errors that may have occurred prior to the period specified abovethat may have affected the balances or amounts calculated or reported by theCompany during the period covered by this report. We believe that ourexamination provides a reasonable basis for our opinion. Our examination doesnot provide a legal determination on the Company’s compliance with theservicing criteria.

 

As described in management’sassertion, for servicing criteria 1122(d)(2)(i) and 1122(d)(4)(i), the Companyhas engaged vendors to perform certain activities required by these servicingcriteria. The Company has determined that these vendors are not considered “servicers”as defined in Item 1101(j) of Regulation AB, and the Company has electedto take responsibility for assessing compliance with the servicing criteriaapplicable to these vendors as permitted by Interpretation 17.06 of the SECDivision of Corporation Finance Manual of Publicly Available Telephone Interpretations(“Interpretation 17.06”). As permitted by Interpretation 17.06, the Company hasasserted that it has policies and procedures in place designed to providereasonable assurance that these vendors’ activities comply in all materialrespects with the servicing criteria applicable to these vendors. The Companyis solely responsible for determining that it meets the SEC requirements toapply Interpretation 17.06 for these vendors and related criteria as describedin its assertion, and we performed no procedures with respect to the Company’sdetermination of its eligibility to use Interpretation 17.06.

 

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Ourexamination disclosed the following material noncompliance with 1122(d)(2)(vii) ofthe aforementioned applicable servicing criteria applicable to the Companyduring the year ended December 31, 2008. We noted certain custodialaccount and related bank clearing account reconciliations were not beingprepared within thirty calendar days after the bank statement cutoff date andcontained reconciling items that had not been resolved within ninety days oftheir original identification.

 

In our opinion, except for the material noncompliance described in thepreceding paragraph, the Company complied, in all material respects, with theaforementioned applicable servicing criteria for the Platform as of and for theyear ended December 31, 2008.

 

Management’sassertion includes management’s responses to the material noncomplianceidentified in our examination. Such responses have not been subjected to theprocedures applied in our examination and, accordingly, we do not express anopinion or provide any form of assurance on the appropriateness of theresponses or the effectiveness of any corrective actions described therein.

 

 

/s/ DELOITTE & TOUCHE LLP

 

Milwaukee, Wisconsin

March 30, 2009

 

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