Attached files
Exhibit 34.1
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholder of
Ford Motor Credit Company LLC:
Ford Motor Credit Company LLC:
We have examined managements assertion, included in the accompanying Report on Assessment of
Compliance with SEC Regulation AB Servicing Criteria, that Ford Motor Credit Company LLC (the
Company) complied with the servicing criteria set forth in Item 1122(d) of the Securities and
Exchange Commissions Regulation AB for the asset-backed securities transactions involving
automotive retail installment sale contracts completed on or after January 1, 2006 and registered
with the Securities Exchange Commission for which the Company acted as servicer (the Platform),
as of December 31, 2009 and for the year then ended, excluding criteria 1122(d)(1)(iii),
1122(d)(1)(iv), 1122(d)(2)(iii), 1122(d)(2)(v), 1122(d)(2)(vi), 1122(d)(3)(i)(D), 1122(d)(3)(iii),
and 1122(d)(4)(ix) through 1122(d)(4)(xiii), which the Company has determined are not applicable to
the servicing activities performed by it with respect to the Platform. As described in
managements assertion, for servicing criteria 1122(d)(4)(i), 1122(d)(4)(ii), 1122(d)(4)(iv), and
1122(d)(4)(vi) through 1122(d)(4)(viii), the Company has engaged various vendors to perform the
activities required by these servicing criteria. The Company has determined that these vendors are
not considered servicers as defined in Item 1101(j) of Regulation AB, and the Company has elected
to take responsibility for assessing compliance with the servicing criteria applicable to each
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 vendors activities comply in all material
respects with the servicing criteria applicable to each vendor. The Company is solely responsible
for determining that it meets the SEC requirements to apply Interpretation 17.06 for the vendors
and related criteria as described in its assertion, and we performed no procedures with respect to
the Companys determination of its eligibility to use Interpretation 17.06. Management is
responsible for the Companys compliance with the servicing criteria. Our responsibility is to
express an opinion on managements assertion based on our examination.
Our examination was conducted in accordance with attestation standards of the Public Company
Accounting Oversight Board (United States) and, accordingly, included examining, on a test basis,
evidence about the Companys compliance with the applicable servicing criteria and performing such
other procedures as we considered necessary in the circumstances. Our examination included testing
of selected asset-backed transactions and securities that comprise the Platform, testing of
selected servicing activities related to the Platform, and determining whether the Company
processed those selected transactions and performed those selected activities in compliance with
the applicable servicing criteria. 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 detect noncompliance arising from errors that may have occurred
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. We believe that our examination
provides a reasonable basis for our opinion. Our examination does not provide a legal
determination on the Companys compliance with the servicing criteria.
In our opinion, managements assertion that the Company complied with the aforementioned applicable
servicing criteria as of and for the year ended December 31, 2009 for the asset-backed securities
transactions involving automotive retail installment sale contracts completed on or after January
1, 2006 and registered with the Securities Exchange Commission for which the Company acted as
servicer is fairly stated, in all material respects.
/s/ PricewaterhouseCoopers LLP
March 24, 2010
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