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EXHIBIT 33.1
Report on Assessment of Compliance with Applicable Regulation AB Servicing Criteria
| 1. | Ford Motor Credit Company LLC (“Ford Credit”) is responsible for assessing compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the year ended December 31, 2011 (the “Reporting Period”), including all servicing criteria except for inapplicable servicing criteria identified in paragraph 4 below and the portions of servicing criteria identified in Appendix A to this report. The transactions covered by this report include asset-backed securities transactions involving automotive dealer floorplan finance receivables completed on or after January 1, 2006 and registered with the Securities Exchange Commission for which Ford Credit acted as servicer (the “Platform”). |
| 2. | Ford Credit has engaged vendors that are not servicers as defined in Item 1101(j) of Regulation AB to perform specific, limited or scripted activities with respect to the servicing criteria applicable to such vendors’ activities as set forth in Appendix A to this report. Ford Credit has elected to take responsibility for assessing compliance with the servicing criteria or portion of the servicing criteria applicable to each vendor. Ford Credit has policies and procedures in place to provide reasonable assurance that the vendors’ activities comply in all material respects with the servicing criteria or portion of the servicing criteria applicable to each vendor. |
| 3. | Except as set forth in paragraph 4 below, Ford Credit used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with the applicable servicing criteria. |
| 4. | The servicing criteria in Items 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), 1122(d)(4)(x) through (xiii) and 1122(d)(4)(xv) are inapplicable to Ford Credit based on the activities it performs, directly or through the indenture trustee, with respect to the Platform. |
| 5. | Ford Credit has complied, in all material respects, with the applicable servicing criteria as of December 31, 2011 and for the Reporting Period with respect to the Platform taken as a whole. |
| 6. | Ford Credit has not identified and is not aware of any material instance of noncompliance by the vendors with the applicable servicing criteria as of December 31, 2011 and for the Reporting Period with respect to the Platform taken as a whole. |
| 7. | Ford Credit has not identified any material deficiency in its policies and procedures to monitor the compliance by the vendors with the applicable servicing criteria as of December 31, 2011 and for the Reporting Period with respect to the Platform taken as a whole. |
| 8. | PricewaterhouseCoopers LLP, a registered public accounting firm, has issued an attestation report on Ford Credit’s assessment of compliance with the applicable servicing criteria for the Reporting Period. |
| March 21, 2012 | Ford Motor Credit Company LLC | |||||
| By: | /s/ Brian E. Schaaf | |||||
| Brian E. Schaaf | ||||||
| Vice President and Assistant Treasurer | ||||||
APPENDIX A
Shared Servicing Criteria
| Reference |
Criteria |
Performed |
Performed by |
Performed
by | ||||
| 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 | Paying to indenture trustee | Depositing to custodial bank accounts | |||||
| 1122(d)(2)(ii) | Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel | Paying to indenture trustee | Disbursing to investors | |||||
| 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 | Providing indenture trustee instructions for opening accounts for the transaction | Establishing and maintaining accounts for the transaction | |||||
| 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 | Providing indenture trustee instructions for making investor distributions | Remitting to investors | |||||
| 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 | Preparing investor reports | Reconciling remittances to investors | |||||
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| Reference |
Criteria |
Performed Directly |
Performed by Vendor(s) |
Performed by | ||||
| 1122(d)(4)(i) | Collateral or security on pool assets is maintained as required by the transaction agreements or related pool assets | Maintaining security on financed vehicles | Perform on site inventory audits of financed vehicles and related title documents | |||||
| 1122(d)(4)(ii) | Pool assets and related documents are safeguarded as required by the transaction agreements | Safeguarding of documents relating to, evidencing and/or securing a receivable | Perform on site inventory audits of financed vehicles and related title documents | |||||
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