**EXHIBIT 33.1**

 

**Certification Regarding Compliance with ApplicableServicing Criteria**

 

1.             New Holland Credit Company, LLC (“NewHolland”) is responsible for assessing compliance with the servicing criteriaapplicable to it under paragraph (d) of Item 1122 of Regulation AB, as ofand for the 12-month period ending December 31, 2007 (the “ReportingPeriod”), as set forth in Appendix A hereto. The transactions covered by thisreport include publicly registered asset-backed securities transactions forwhich New Holland acted as servicer involving equipment receivables,****other than transactions registered priorto compliance with Regulation AB (the “Platform”);

 

2.             New Holland has engaged certainvendors (the “Vendors”) to perform specific, limited or scripted activities,and New Holland elects to take responsibility for assessing compliance with theservicing criteria or portion of the servicing criteria applicable to suchVendors’ activities as set forth in Appendix A hereto;

 

3.             Except as set forth in paragraph 4below, New Holland used the criteria set forth in paragraph (d) of Item1122 of Regulation AB to assess the compliance with the applicable servicingcriteria;

 

4.             The criteria listed in the columntitled “Inapplicable Servicing Criteria” on Appendix A hereto are inapplicableto New Holland based on the activities it performs, directly or through itsVendors, with respect to the Platform;

 

5.             New Holland has complied, in allmaterial respects, with the applicable servicing criteria to it as set forth onAppendix A hereto as of December 31, 2007 and for the Reporting Period****with respect to the Platform taken as awhole except as set forth in Appendix B.

 

6.             New Holland has not identified andis not aware of any material instance of noncompliance by the Vendors with theapplicable servicing criteria to them as set forth on Appendix A hereto as of December 31,2007 and for the Reporting Period with respect to the Platform taken as awhole;

 

7.             New Holland has not identified anymaterial deficiency in its policies and procedures to monitor the compliance bythe Vendors with the applicable servicing criteria to them as set forth onAppendix A hereto as of December 31, 2007 and for the Reporting Periodwith respect to the Platform taken as a whole;

 

8.             None of the Vendors are servicersas defined in Item 1101(j) of Regulation AB;

 

9.             New Holland has policies andprocedures in place designed to provide reasonable assurance that the Vendors’activities comply in all material respects with the servicing criteria applicableto such Vendors; and

 

10.           Deloitte & Touche LLP, anindependent registered public accounting firm, has issued an attestation reporton New Holland’s assessment of compliance with the applicable servicingcriteria as set forth on Appendix A hereto as of December 31, 2007 and forthe Reporting Period.

 

March 25, 2008

 
|   |                             |                  |
|--------|----------------------------------|-----------------------|
|   |                             |                  |
|   | New Holland Credit  Company, LLC |
|   |                             |                  |
|   | By:                              | /s/ Steven C. Bierman |
|   | Name:                            | Steven C. Bierman     |
|   | Title:                           | President             |
|   |                             |                  |

 

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APPENDIX A

** **

**SERVICINGCRITERIA**

 
| ** **      | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | ** ** | **APPLICABLE  SERVICING  CRITERIA**      | ** ** | **INAPPLICABLE  SERVICING  CRITERIA**                                             |
|-----------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------------|------------|-----------------------------------------------------------------------------------|
| **Reference**   | ** ** | **Criteria**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | ** ** | **Performed  Directly  by  New Holland** | ** ** | **Performed  by  Vendor(s)  for which  New Holland   is the  Responsible  Party** | ** ** | **NOT performed  by New  Holland or by  subservicer(s) or  vendor(s)  retained by  New Holland** |
|            | ** ** | **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 agreements 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 and  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 two business days of receipt, or such other  number of days specified in the transaction agreements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | ** ** | **X**                                    | ** ** | **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 or accounts established as a  form of overcollateralization, 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 at 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  Rule 13k-1(b)(1) of the Securities Exchange Act.                                                                                                                                                                                                                                                                                                                          |       | **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 securities related bank  accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared  within 30 calendar days after the bank statement cutoff date, or such other  number of days specified in the transaction agreements; (C) reviewed and  approved by someone other than the person who prepared the reconciliation;  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**                                    | ** ** | ** **                                                                        | ** ** | ** ** |

 

 

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|             | ** ** | **Investor Remittances and  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**      | ** ** | **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 asset (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 calls, letters and  payment rescheduling plans in cases where delinquency is deemed temporary  (e.g., illness or unemployment).                                                                                                                                                                          | ** ** | **X**      | ** ** | ** ** | ** ** | ** ** |

 

 

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| 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 asset, 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 funds and 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**      | ** ** | ** ** | ** ** | ** ** |

 

 

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APPENDIX B

 

Material Instances of Noncompliance:

 

New Holland Credit Company,LLC (the “Company”) has identified the following instance of materialnoncompliance with the applicable servicing criteria during the ReportingPeriod:

 

Regulation AB Item1122(d)(2)(vii): Certain custodial account and related bank clearing accountreconciliations were not being prepared within thirty calendar days after thebank statement cutoff date and contained reconciling items that had not beenresolved within ninety days of their original identification.  A system conversion occurring in 2007 resultedin a temporary delay in the availability of certain information causing severalreconciliations to be completed beyond the 30 day timeframe.  The Company has implemented various processesdesigned to increase the certainty that data is consistently available on atimely basis.  The Company has ongoinginitiatives designed to increase the certainty that reconciling items arecleared within 90 days of original identification.

 

 

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