SF-3/A

As filed with the Securities and Exchange Commission on November 20, 2015

Registration No. 333-206773

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

AMENDMENT NO. 3
TO
FORM SF-3

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

(Name of issuing entity)

FORD CREDIT FLOORPLAN CORPORATION FORD CREDIT FLOORPLAN LLC

(Depositors for the issuing entity)
(Exact names of co-registrants as specified in their respective charters)

Delaware	38-2973806	Delaware	38-3372243
(State of incorporation)	(I.R.S. Employer Identification No.)	(State of incorporation)	(I.R.S. Employer Identification No.)

One American Road Dearborn, Michigan (313) 594-3495	48126	One American Road Dearborn, Michigan (313) 594-3495	48126
(Address of principal executive office of co-registrant)	ZIP Code	(Address of principal executive office of co-registrant)	ZIP Code

FORD MOTOR CREDIT COMPANY LLC(Sponsor for the issuing entity)

(Exact name of sponsor as specified in its charter)
A Delaware Limited Liability Company
Central Index Key Number of sponsor:  0000038009
One American Road
Dearborn, Michigan 48126
(313) 322-3000

SUSAN J. THOMAS

Ford Motor Credit Company LLC

One American Road

Dearborn, Michigan 48126

(313) 594-9876

(Name and Address of Agent for Service)

Copy to:

JOSEPH P. TOPOLSKI
Katten Muchin Rosenman LLP
575 Madison Avenue
New York, New York 10022
(212) 940-8800

Approximate date of commencement of proposed sale to the public:  From time to time after the effective date of this registration statement as determined by market conditions.

If any of the securities being registered on this Form SF-3 are to be offered pursuant to Rule 415 under the Securities Act of 1933, check the following box.  x

If this Form SF-3 is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

If this Form SF-3 is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Amount to be Registered(1)	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(2)
Asset Backed Securities	$4,471,900,397.22 (3)(4)	100% (3)(4)	$4,471,900,397.22 (3)(4)	$450,320.37 (3)(4)

(1)This registration statement also relates to market-making transactions that may be made by Ford Motor Credit Company LLC, an affiliate of the registrants.

(2)Calculated in accordance with Rule 457(s) of the Securities Act of 1933.

(3)The Depositors as registrants previously registered $10,500,000,000 of securities under registration statement Nos. 333-187623, 333-187623-01 and 333-187623-02 filed on May 29, 2013, $3,301,469,000 of which remain unsold.  Pursuant to Rule 457(p) of the Securities Act of 1933, the registrants are applying the $450,320.37 of registration fees previously paid in connection with such unsold securities to offset the registration fees under this registration statement.

(4)An unspecified additional amount of securities of each identified class is being registered as may from time to time be offered at unspecified prices.  The registrants are deferring payment of all of the registration fees for such additional securities in accordance with Rules 456(c) and 457(s) of the Securities Act of 1933.

The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants file a further amendment that specifically states that this registration statement will thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement becomes effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

[Form of Prospectus]

This prospectus is not complete and may be changed.  This prospectus is not an offer to sell these securities and we are not seeking an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED ________, 20__

$_______________

Series 20__-__ Asset Backed Notes

Ford Credit Floorplan Master Owner Trust A

Issuing Entity or Trust
(CIK: 0001159408)

Ford Credit Floorplan Corporation Ford Credit Floorplan LLC
Depositors(CIK: 0000872471 and 0001061198) Ford Motor Credit Company LLC Sponsor and Servicer (CIK: 0000038009)

Before you purchase any notes, be sure you understand the structure and the risks.  You should read carefully the risk factors beginning on page __ of this prospectus.

The notes will be obligations of the issuing entity only and will not be obligations of or interests in the sponsor, either depositor or any of their affiliates.

The trust will issue:

	Principal Amount	Interest Rate	Expected Final Payment Date	Final Maturity Date
Class A[-1] notes[(1)]	}$	[One-month LIBOR +] __%
[Class A-2 notes(1)		One-month LIBOR + __%]
Class B notes[(2)]		[One-month LIBOR +] __%
Class C notes[(2)]		[One-month LIBOR +] __%
Class D notes[(2)]		[One-month LIBOR +]     %
Total	$

[(1)The allocation of the principal amount between the Class A-1 and Class A-2 notes will be determined at or before the time of pricing.  The trust expects that the principal amount of the Class A-2 notes will not exceed $_____________.]

[(2)The [Class B, Class C and Class D] notes are not being offered by this prospectus.]

·The primary asset of the trust is a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers.

·The trust will pay interest on the notes on the 15th day of each month (or, if not a business day, the next business day).  The first payment date will be _______, 20__.

·The trust expects to pay the principal of the notes on the expected final payment date.  No principal will be paid on the notes before the expected final payment date, unless an amortization event occurs.

·The enhancement for the notes will be a reserve account, subordination, subordination of a portion of the depositor interest and excess spread.

The pricing terms of the offered notes are:

	Price to Public		Underwriting Discount		Proceeds to the Depositors(1)
Class A[-1] notes		%		%		%
[Class A-2 notes		%		%		%]
[Class B notes		%		%		%]
[Class C notes		%		%		%]
[Class D notes		%		%		%]
Total	$		$		$

(1)Before deducting expenses estimated to be $_________ and any selling concessions rebated to the depositors by an underwriter due to sales to affiliates.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that this prospectus is accurate or complete.  Any representation to the contrary is a criminal offense.

[NAMES OF UNDERWRITERS]

The date of this prospectus is _________, 20__

[To be included in Rule 424(h) filing of each pay-as-you-go takedown]

[CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price Per Unit	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee(1)
Asset Backed Securities	$	100%	$	$

(1)Calculated according to Rule 457(s) of the Securities Act of 1933.]

TABLE OF CONTENTS

Reading this Prospectus	3
Forward-Looking Statements	3
Transaction Structure Diagram	4
Transaction Credit Enhancement Diagram	5
Transaction Payments Diagrams	6
Transaction Parties and Documents Diagram	8
Summary	9
Risk Factors	16
Sponsor and Servicer	27
General	27
Ratings of Sponsor and Servicer	28
Securitization Experience	28
Securitization Program for Dealer Floorplan Receivables	29
Origination and Underwriting	29
Material Changes to Origination and Underwriting Policies and Procedures	33
Servicing Experience	33
Servicing and Dealer Relations	34
Dealer Floorplan Portfolio Performance	37
Material Changes to Servicing Policies and Procedures	39
Demands to Repurchase Receivables from Trust Pool	39
Trust Property	40
Trust Assets	40
Receivables in Designated Accounts	40
Eligible Accounts	41
Additional Designated Accounts	41
Redesignation of Accounts	42
Sale of Receivables and Related Security	43
Trust Pool	44
Depositors’ Review of Trust Pool	49
Representations About Receivables	51
Obligation to Repurchase Receivables	52
Asset Representations Review	52
Dispute Resolution for Repurchase Requests	55
Pool Balance, Depositor Amount and Allocations	56
Required Pool Balance	56
Required Depositor Amount	57
Investor Percentage and Depositor Percentage	57
Allocation and Application of Collections	58
Defaulted Receivables and Principal Collections Used to Pay Interest	60

Excess Funding Account	60
Description of the Notes	61
General	61
Payments of Interest	61
Payments of Principal	61
Investor Percentages	64
Available Depositor Collections	64
Application of Investor Collections	66
Defaulted Receivables and Principal Collections Used to Pay Interest	73
Ineligible Receivables and Overconcentration Amounts	73
Servicing Fees	75
Groups	75
Amortization Events	76
Events of Default and Acceleration	77
Satisfaction and Discharge of Indenture	79
Amendments to Indenture and Indenture Supplement	79
Reopening of Series	80
New Issuances	81
Noteholder Communication	81
Book-Entry Registration	82
Computing Outstanding Principal Amount	83
Notes Owned by Transaction Parties	83
Credit Enhancement	83
Reserve Account	83
Subordination	84
Available Subordinated Amount	84
Excess Spread	86
[Credit Risk Retention]	86
Servicing	87
Servicing Obligations	87
Servicing Procedures and Servicer Covenants	88
Servicing Fees	89
Trust Bank Accounts	89
Deposit of Collections	89
Custodial Obligations of Ford Credit	90
Limitations on Liability	90
Amendments to Sale and Servicing Agreements and Receivables Purchase Agreements	90
Resignation and Termination of Servicer	91
Back-up Servicer	92
Successor Servicer	92

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Monthly Reports	93
Annual Compliance Reports	94
Transaction Parties	95
Depositors	95
Issuing Entity	96
Administrator	97
Owner Trustee	97
Indenture Trustee	99
[Back-up Servicer	100
Asset Representations Reviewer	100
Affiliations and Related Transactions	102
Transaction Fees and Expenses	102
Use of Proceeds	103
Legal Proceedings	103
Important Legal Considerations	103
Sale of Receivables	103
Bankruptcy Considerations	104

The Dodd-Frank Act	106
Tax Considerations	108
General	108
Tax Characterization of Trust	109
Tax Characterization and Treatment of Notes	109
State and Local Tax	111
ERISA Considerations	111
General Investment Considerations	111
Prohibited Transactions	112
Benefit Plans Not Subject to ERISA or Internal Revenue Code	113
Underwriting	113
Legal Opinions	115
Where You Can Find More Information	115
Incorporation of Documents by Reference	115
Index of Defined Terms	117
Annex A: Other Series Issued and Outstanding	A-1

READING THIS PROSPECTUS

This prospectus contains information about Ford Credit Floorplan Master Owner Trust A and the terms of the Series 20__-__ notes to be issued by the trust.  You should only rely on information in or referenced in this prospectus and any information incorporated by reference into the registration statement for this securitization transaction filed with the Securities and Exchange Commission, or “SEC,” that includes this prospectus.  Ford Credit has not authorized anyone to provide you with different information.

This prospectus starts with the following introductory sections:

·Transaction Diagrams — separate diagrams show the structure of this securitization transaction, the credit enhancement available for the notes, transaction payments and the role of each transaction party and transaction document in this securitization transaction,

·Summary — provides an overview of the series, the assets of the trust, the cash flows of the series and the credit enhancement available for the series, and

·Risk Factors — describes the most significant risks of investing in the notes.

The other sections of this prospectus contain more details about the series and the structure of the series.  Cross-references refer you to more details about a particular topic or related information elsewhere in this prospectus.  The Table of Contents contains references to key topics.

An index of defined terms is at the end of this prospectus.

FORWARD-LOOKING STATEMENTS

Any projections, expectations and estimates in this prospectus are not historical in nature but are forward-looking statements based on information and assumptions Ford Credit and the depositors consider reasonable.  Forward-looking statements are about circumstances and events that have not yet taken place, so they are uncertain and may vary materially from actual events.  Neither Ford Credit nor either depositor is obligated to update or revise any forward-looking statements, including changes in economic conditions, portfolio or asset pool performance or other circumstances or developments, after the date of this prospectus.

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TRANSACTION STRUCTURE DIAGRAM

This diagram is a simplified overview of the structure of Series 20__-__ and the credit enhancement available for the series.  You should read this prospectus completely for more details about the series.

(1)Excess spread for this series is the excess of interest collections allocated to the series over the interest payments on the notes and the senior fees and expenses of the trust that are allocated to the series.

(2)The depositor interest will be held by the depositors and represents the interest in the trust property not allocated to a series.  A portion of the depositor interest equal to the available subordinated amount is subordinated to the notes.

(3)The depositors will deposit $_________ in the reserve account on the closing date.  The amount that is required to be in the reserve account is ___% of the initial note balance of the Series 20__-__ notes, unless the depositors elect to increase the amount in the reserve account during a subordination step-up period or an amortization event occurs in which case the reserve account required amount will increase.

(4)All notes other than the Class D notes will benefit from the subordination of the more junior classes to more senior classes.

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TRANSACTION CREDIT ENHANCEMENT DIAGRAM

This diagram is a simplified overview of the credit enhancement available for the series on the closing date and how credit enhancement is used to absorb losses on the receivables.  You should read this prospectus completely, including “Credit Enhancement,” for more details about the credit enhancement available for the series.

(1)      All notes other than the Class D notes benefit from subordination of more junior classes to more senior classes.  The subordination varies depending on whether interest or principal is being paid, whether an amortization event that results in monthly payments of principal has occurred and whether an event of default that results in acceleration has occurred.  For more details about subordination, you should read “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items” and “— Payment of Principal” and “Credit Enhancement — Subordination.”

(2)      A portion of the depositor interest, or the “available subordinated amount,” is subordinated to the series.  The amount subordinated will initially equal $_____________, which is approximately __% of the initial note balance, plus any incremental subordinated amount for the first determination date.  The available subordinated amount will increase during a subordination step-up period, unless the depositors elect to increase the amount required to be in the reserve account during that period, and is subject to other reductions and increases from time to time.

(3)      The depositors will deposit $_________ in the reserve account on the closing date.  The amount that is required to be in the reserve account is ___% of the initial note balance of the Series 20__-__ notes, unless the depositors elect to increase the amount in the reserve account during a subordination step-up period or an amortization event occurs in which case the reserve account required amount will increase.

(4)      Excess spread for this series is the excess of interest collections allocated to the series over the interest payments on the notes and the senior fees and expenses of the trust that are allocated to the series.

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TRANSACTION PAYMENTS DIAGRAMS

This diagram shows how available investor interest collections are paid on each payment date.  You should read this prospectus completely, including “Description of the Notes — Application of Investor Collections,” for more details about the payments of available investor interest collections for this series.

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This diagram shows how available investor principal collections are paid on each payment date.  You should read this prospectus completely, including “Description of the Notes — Application of Investor Collections,” for more details about the payments of available investor principal collections for this series.

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TRANSACTION PARTIES AND DOCUMENTS DIAGRAM

This diagram shows the role of each transaction party and each transaction document in this securitization transaction.  You should read this prospectus completely, including “Transaction Parties,” “Trust Property,” “Description of the Notes” and “Servicing,” for more details about the roles of each transaction party and each transaction document in this securitization transaction.

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SUMMARY

This summary describes the main terms of the issuance of and payments on the Series 20__-__ notes, the assets of the trust, the cash flows of the series and the credit enhancement available for the series.  It does not contain all of the information that you should consider in making your decision to purchase any notes.  To understand fully the terms of the notes and the transaction structure, you should read this prospectus completely, especially “Risk Factors” starting on page __.

Transaction Overview

The trust is a master trust that owns a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers.  The trust will issue the Series 20__-__ notes backed by this revolving pool of receivables to the depositors on the closing date.  The depositors will sell the offered notes to the underwriters who will offer them to investors.

Transaction Parties

Sponsor, Servicer and Administrator of the Trust

Ford Motor Credit Company LLC, or “Ford Credit,” is a Delaware limited liability company and a wholly-owned subsidiary of Ford Motor Company, or “Ford.”

Depositors

Ford Credit Floorplan Corporation, or “FCF Corp,” and Ford Credit Floorplan LLC, or “FCF LLC,” are Delaware limited liability companies and are special-purpose companies wholly owned by Ford Credit.

Issuing Entity or Trust

Ford Credit Floorplan Master Owner Trust A, or the “trust,” is a Delaware statutory trust established under a trust agreement between the depositors and the owner trustee.

Owner Trustee

_______________________

Indenture Trustee

_______________________

Back-up Servicer

_______________________

Asset Representations Reviewer

_______________________

For more information about the transaction parties and their roles in this securitization transaction, you should read “Sponsor and Servicer” and “Transaction Parties.”

Closing Date

The trust expects to issue the Series 20__-__ notes on or about _______, 20__, or the “closing date.”

Notes

The trust will issue the following notes in Series 20__-__:

	Principal Amount	Interest Rate
Class A-1[(1)]	}  $	[One-month LIBOR +] __%
[Class A-2(1)		One-month LIBOR + __%]
Class B[(2)]	$	[One-month LIBOR +] __%
Class C[(2)]	$	[One-month LIBOR +] __%
Class D[(2)]	$	[One-month LIBOR +] __%

[( (1)The allocation of the principal amount between the Class A-1 and Class A-2 notes will be determined at or before the time of pricing.]

[(2)The [Class B, Class C and Class D] notes are not being offered by this prospectus.]

The Class A[-1 and Class A-2] notes [are together referred to as the “Class A notes”] [and, collectively with the Class B, Class C and Class D notes, the “Series 20__-__ notes,” the “notes”] or the “offered notes.”   [The Class A[-1, Class B, Class C and Class D] notes are sometimes referred to as the “fixed rate notes.”]  [The Class A-2[, Class B, Class C and Class D] notes are sometimes referred to as the “floating rate notes.”]  [The Class A-1 and Class A-2 notes have equal rights to interest and principal

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payments and, unless stated in this prospectus, will be treated as a single class in relation to the other classes.]

The depositors [may retain some or all of the notes and] will retain the depositor interest in the trust.

The Series 20__-__notes will be issued under the indenture and an indenture supplement to be entered into between the trust and the indenture trustee, or the “indenture supplement.”

Form and Minimum Denomination

The notes will be issued in book-entry form.  The offered notes will be available in minimum denominations of $1,000 and in multiples of $1,000.

Payment Dates

The trust will pay interest and principal, if any, on the notes on “payment dates,” which will be the 15th day of each month (or, if not a business day, the next business day).  The first payment date will be ________, 20__.

The fixed rate notes will accrue interest on a “30/360” basis from the 15th day of the prior month to the 15th day of the current month (or the closing date to ________, 20__, for the first period).  The floating rate notes will accrue interest on an “actual/360” basis from the prior payment date (or from the closing date, for the first period) to the following payment date.

The trust expects to pay the principal of the Series 20__-__ notes in full on the expected final payment date shown below:

	Expected Final Payment Date	Final Maturity Date
Class A[-1]
[Class A-2]
Class B
Class C
Class D

No principal will be paid on the notes before the expected final payment date, unless an amortization event occurs, after which principal will be paid monthly on each payment date.  Principal may be paid on the notes after the expected final payment date.

For more details about the payment of interest and principal on each payment date, you should read “Description of the Notes — Payments of Interest” and “— Payments of Principal.”

[Calculation Agent

The “calculation agent” will be the indenture trustee.  The calculation agent will determine LIBOR and calculate the interest rate for the floating rate notes.]

Trust Property

The primary asset of the trust is a revolving pool of receivables and related assets originated in accounts designated to the trust.  On ________, 20__, the total principal balance of the receivables was $___________.  The number of designated accounts was _____.

For more information about the accounts and receivables in the trust, you should read “Trust Property.”

Servicing

Ford Credit will be the “servicer” of the receivables and this securitization transaction.  The servicer is responsible for collecting and recording payments, making required adjustments to the receivables, monitoring dealer payments and maintaining books and records relating to the accounts and the receivables.  The servicer will prepare monthly reports on the accounts and the receivables, payments on the Series 20__-__ notes and the status of credit enhancements.

The trust will pay the servicer a fee each month equal to 1/12 of ___% of the portion of the receivables allocated to the Series 20__-__ notes.

For more information about the servicer, you should read “Sponsor and Servicer.”

[__________ is the back-up servicer.  The back-up servicer will review the servicer’s operations annually, receive monthly receivables data and confirm certain information on the monthly investor reports.  If the servicer resigns or is terminated, the back-up servicer will be the successor servicer.

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The trust will pay the back-up servicer a fee each month equal to 1/12 of ___% of the portion of the receivables allocated to the Series 20__-__ notes.

For more information about the back-up servicer, you should read “Transaction Parties — Back-up Servicer.”]

Allocation of Collections

The servicer will collect payments on the receivables and will deposit these collections, up to the amount required for payment to each series on the following payment date, in the collection account.  Each month, the servicer will allocate interest collections, principal collections and the principal balance of defaulted receivables to:

·Series 20__-__,

·other series of notes issued by the trust, and

·the depositor interest.

The amounts allocated to Series 20__-__ will be based generally on the size of its invested amount compared with the adjusted pool balance of the trust.  The initial invested amount of the series will be $_________, which is the initial note balance of the series.

For more details about these allocations, you should read “Description of the Notes — Investor Percentages” and “— Defaulted Receivables and Principal Collections Used to Pay Interest.”

Application of Collections

Interest Collections

On each payment date, interest collections allocated to Series 20__-__ for the prior month will be applied in the order of priority listed below:

(1)Class A Interest — to pay interest due on the Class A notes,

(2)Class B Interest — to pay interest due on the Class B notes,

(3)Class C Interest — to pay interest due on the Class C notes,

(4)Class D Interest — to pay interest due on the Class D notes,

(5)Transaction Fees and Expenses — to the indenture trustee, the owner trustee and the asset representations reviewer, the fees, expenses and indemnities due for the series, and to or at the direction of the trust, any expenses of the trust for the series, up to a maximum of $_________ per year,

(6)Servicing Fees — (a) to the back-up servicer, the monthly back-up servicing fee for the series and (b) to the servicer, the monthly servicing fee for the series if Ford Credit is no longer the servicer,

(7)Defaulted Receivables — to reimburse the defaulted receivables allocated to the series for the prior month,

(8)Reserve Account — to the reserve account, to fund it up to the reserve account required amount,

(9)Reimbursement of Defaulted Receivables for Prior Periods — to reimburse the defaulted receivables allocated to the series for prior months that have not been previously reimbursed,

(10)Reimbursement of Principal Used to Pay Interest — to reimburse principal collections allocated to the series that were used to pay interest on the notes,

(11)Accumulation Period Reserve Account — starting on the accumulation period reserve account funding date, to the accumulation period reserve account, to fund it up to $__________,

(12)Servicing Fees — to Ford Credit, if Ford Credit is the servicer, the monthly servicing fee for the series,

(13)Available Subordinated Amount — to increase the available subordinated amount up to the required subordinated amount,

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(14)Additional Transaction Fees and Expenses – to the indenture trustee, the owner trustee, the asset representations reviewer and the trust, all amounts due for the series to the extent not paid under item (5) above,

(15)Additional Servicing Fees – to the back-up servicer, any remaining amounts due including any transition expenses incurred by the back-up servicer as the successor servicer, in excess of amounts in the back-up servicer reserve account,

(16)Excess Interest Sharing Group One — to cover any shortfalls for other series in excess interest sharing group one, and

(17)Depositor Interest — to the holders of the depositor interest in the trust.

For more details about the application of interest collections, you should read “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items.”

Principal Collections

The application of principal collections allocated to Series 20__-__ on each payment date will depend on whether it is in the revolving period, the controlled accumulation period or the early amortization period.

·Revolving Period.  The revolving period for the series starts on the closing date and ends when the controlled accumulation period or the early amortization period starts.  During the revolving period, no principal will be paid to or accumulated for the series.  Instead, principal collections allocated to the series will be (1) used to pay principal and make deposits for other series in principal sharing group one, (2) deposited in the excess funding account  and (3) paid to the depositors.

·Controlled Accumulation Period.  The controlled accumulation period for the series is scheduled to start _______, 20__, but may start at a later date.  On each payment date during the controlled accumulation period, principal collections allocated to the series will be deposited in the principal funding account up to the controlled

accumulation amount.  Any remaining principal collections will be (1) used to pay principal and make deposits for other series in principal sharing group one, (2) deposited in the excess funding account and (3) paid to the depositors.  On the expected final payment date, the amounts in the principal funding account will be paid to the Series 20__-__ noteholders sequentially by class.

An accumulation period reserve account will be established to provide additional funds to pay interest on the notes during the controlled accumulation period.  The accumulation period reserve account will be funded before the start of the controlled accumulation period from interest collections allocated to the series.  The amount required to be in the accumulation period reserve account will be $_________, which is __% of the initial note balance of the series.

·Early Amortization Period.  If an amortization event occurs, the early amortization period will start.  On each payment date during the early amortization period, (1) principal collections allocated to the series and (2) collections allocated to the portion of the depositor interest that is subordinated to the series (in the case of principal collections, in an amount not to exceed the available subordinated amount) will be paid to the Series 20__-__ noteholders sequentially by class.

For more details about the application of principal collections, you should read “Description of the Notes — Application of Investor Collections — Payment of Principal.”

Amortization Events

If the events described below occur, an early amortization period will start.

The following “series amortization events” only apply to Series 20__-__:

·either depositor fails to make a payment or deposit required under the sale and servicing agreement within five business days,

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·either depositor fails to observe or perform a covenant or agreement in a material respect or its representations are incorrect in a material respect, and the breach is not corrected within 60 days after the depositor receives notice of the breach, and the breach continues to adversely affect the amount or timing of payments to be made to the Series 20__-__ noteholders for that period,

·a servicer termination event occurs that adversely affects the amount or timing of payments to be made to the Series 20__-__ noteholders,

·the notes are not paid in full on their expected final payment date,

·the average monthly payment rate on the receivables for three consecutive months is less than __%,

·the available subordinated amount falls below the required subordinated amount for five business days,

·the amount in the excess funding account exceeds __% of the sum of the adjusted invested amounts of all series issued by the trust for three consecutive months, and

·the notes are accelerated following an event of default.

The following “trust amortization events” apply to all series:

·either depositor fails to designate additional eligible accounts to the trust to maintain the pool balance at required levels,

·a bankruptcy or dissolution of a depositor, Ford Credit or Ford, and

·the trust becomes subject to regulation as an “investment company” within the meaning of the Investment Company Act of 1940.

For more details about the amortization events, you should read “Description of the Notes — Amortization Events.”

Events of Default

Each of the following will be an “event of default” under the indenture:

·the trust fails to pay interest due on any note within 35 days after a payment date,

·the trust fails to pay the principal amount of any note in full by its final maturity date,

·the trust fails to observe or perform a material covenant or agreement or breaches a representation in any material respect that is not corrected within a 60-day cure period, and

·a bankruptcy or dissolution of the trust.

·If an event of default occurs, other than because of a bankruptcy or dissolution of the trust, the indenture trustee or a majority of Series 20__-__ may accelerate the Series 20__-__ notes and declare them immediately due and payable.  If an event of default occurs because of a bankruptcy or dissolution of the trust, the Series 20__-__ notes will be accelerated automatically.

For more details about events of default, acceleration of the notes and other remedies available to noteholders following an event of default, you should read “Description of the Notes — Events of Default and Acceleration.”

Credit Enhancement

Credit enhancement provides protection for the Series 20__-__ notes against losses on the receivables and potential shortfalls in the funds available to the trust to make required payments.  If the credit enhancement is not sufficient to cover all amounts payable on the series, the losses will be allocated first, to the Class D notes, second, to the Class C notes, third, to the Class B notes, and fourth, to the Class A notes.

The enhancement described below is available only to Series 20__-__.  The series is not entitled to enhancement available to another series.

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Reserve Account

On the closing date, the trust will deposit $_________ in the reserve account, which is __% of the initial note balance of the series.  If the depositors elect to increase the amount required to be in the reserve account during a subordination step-up period or an amortization event occurs, the amount required to be in the reserve account will increase.  Funds in the reserve account will be available to pay interest on the notes, senior fees and expenses for the series and to cover defaulted receivables if interest collections allocated to the series are insufficient.

Subordination of Notes

The trust will pay interest to all classes of the Class A notes and then will pay interest sequentially to the remaining classes of notes in order of seniority.  The trust will not pay interest on the Class B, Class C or Class D notes until all interest due on the Class A notes is paid in full.

The trust will pay principal sequentially to each class of notes in order of seniority.  The trust will not pay the principal of any class of notes until the principal amounts of more senior classes of notes are paid in full.

Subordination of the Depositor Interest

A portion of the depositor interest, or the “available subordinated amount,” is subordinated to the series.  The amount subordinated will initially equal $_____________, which is approximately __% of the initial note balance, plus any incremental subordinated amount for the first determination date.  The available subordinated amount will increase during a subordination step-up period, unless the depositors elect to increase the amount required to be in the reserve account during that period, and is subject to other reductions and increases from time to time.

Excess Spread

Excess spread for this series is the excess of interest collections allocated to the series over the interest payments on the notes and the senior fees and expenses of the trust that are allocated to the series.  Any excess spread for this series will be available on each payment

date to cover shortfalls in certain items in the priority of payments, including to cover losses on any defaulted receivables allocated to the series and to make required deposits in the reserve account.

For more information about the credit enhancement for the series, you should read “Credit Enhancement.”

Repurchases of Receivables

Ford Credit will make representations about the origination, characteristics and terms of each account and receivable.  If a representation is later determined to be untrue, the receivable was not eligible to be sold to the depositor or the trust.  If the breach of a representation has a material adverse effect on a receivable, the depositor must accept reassignment of the receivables from the trust and Ford Credit must repurchase the receivable from the depositor unless the breach is corrected before that date.

For more details about the representations made about the accounts and receivables and Ford Credit’s repurchase obligation if these representations are breached, you should read “Trust Property — Representations About Receivables” and “— Obligation to Repurchase Receivables”.  For more information about when the asset representations reviewer may review certain accounts and receivables for compliance with the representations, you should read “Trust Property — Asset Representations Review.”

Sharing Groups

Series 20__-__ will be included in “excess interest sharing group one” and in “principal sharing group one.”  As part of these groups, Series 20__-__ will be entitled in certain situations to share in excess interest collections and shared principal collections from other series in the same group.

For more information about these groups, you should read “Description of the Notes — Groups.”

Other Series

The trust has issued other series of notes which are secured by the trust property.  Annex A

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summarizes the main terms of each series issued by the trust.

Ratings

The depositors have hired ___ nationally recognized statistical rating organizations, or “rating agencies” to assign credit ratings to the Series 20__-__ notes.  The depositors have also hired nationally recognized statistical rating organizations to rate the notes of other series issued by the trust, who are also referred to as “rating agencies” when referring to ratings of other series.

The ratings of the notes reflect the likelihood of the timely payment of interest on, and the ultimate payment of principal of, the notes according to their terms.  Each rating agency rating the notes will monitor the ratings under its normal surveillance process.  Ford Credit has agreed to provide ongoing information about the notes and the receivables to each rating agency.  A rating agency may change or withdraw an assigned rating at any time.  A rating action taken by one rating agency may not necessarily be taken by another rating agency.  No transaction party will be responsible for monitoring any changes to the ratings on the notes.

Tax Status

If you purchase a note, you agree by your purchase that you will treat your note as debt for U.S. federal, state and local income and franchise tax purposes.

________________ will deliver its opinion that, for U.S. federal income tax purposes:

·the offered notes will be treated as debt, and

·the trust will not be classified as an association or publicly traded partnership taxable as a corporation.

For more information about the application of U.S. federal, state and local tax laws, you should read “Tax Considerations.”

ERISA Considerations

The offered notes generally will be eligible for purchase by employee benefit plans.

For more details about the treatment of the notes under ERISA, you should read “ERISA Considerations.”

Investment Considerations

The trust is not registered or required to be registered as an “investment company” under the Investment Company Act of 1940 and, in making this determination, is relying on the exemption in [Rule 3a-7] of the Investment Company Act of 1940, although other exclusions or exemptions may also be available to the trust.  The trust is structured not to be a “covered fund” under the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the “Dodd-Frank Act,” commonly known as the Volcker Rule.

Contact Information for the Depositors

Ford Credit Floorplan Corporation or

Ford Credit Floorplan LLC

c/o Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 802-A3

One American Road

Dearborn, Michigan 48126

Attention:  Ford Credit SPE Management Office

Telephone number:  (313) 594-3495

Email:  FSPEMgt@ford.com

Contact Information for the Servicer

Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 802-A3

One American Road

Dearborn, Michigan 48126

Attention:  Securitization Operations Supervisor

Telephone number:  (313) 248-9379

Fax number:  FDSecops@ford.com

Website:  www.fordcredit.com

CUSIP Numbers

	CUSIP
Class A[-1] notes
[Class A-2 notes]
[Class B notes]
[Class C notes]
[Class D notes]

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RISK FACTORS

You should consider the following risk factors in deciding whether to purchase any of the notes.

The assets of the trust are limited and are the only source of payment for your notes	The trust will not have assets or sources of funds other than the receivables and related property it owns.  Credit enhancement is limited.  Your notes will not be insured or guaranteed by Ford Credit or any of its affiliates or anyone else.  If these assets or sources of funds are insufficient to pay your notes in full, you will incur losses on your notes.
[The Class B, Class C and Class D notes will be subject to greater risk because of subordination	The Class B notes will bear greater risk than the Class A notes because no interest will be paid on the Class B notes until all interest on the Class A notes is paid in full, and no principal will be paid on the Class B notes until the principal amount of the Class A notes is paid in full.  The Class C and Class D notes bear even greater risk because of similar subordination to all more senior classes of notes.]
A decline in the sale of dealer vehicle inventory or a decline in dealer vehicle inventory levels could result in accelerated, reduced or delayed payments on your notes	The willingness of dealers to purchase new vehicle inventory depends to a large extent on their ability to sell their existing vehicle inventory.  The ability of dealers to sell their vehicle inventory is directly affected by a variety of economic, market and social factors, including competition in the automobile industry, which factors will also ultimately affect the size of Ford Credit’s dealer floorplan portfolio.  Examples of factors which could negatively impact the ability of dealers to sell vehicle inventory and vehicle inventory levels are:
	·a decline in the manufacture and sale of Ford vehicles due to an economic downturn, a labor disruption, competitive pressure, changes in the preferences of buyers of cars, trucks and utility vehicles, or production interruptions due to vehicle recalls, supply chain disruptions, natural disasters or other factors,
	·a change in Ford’s vehicle marketing or purchase incentive programs,
	·seasonal fluctuations in the sale of vehicles,
	·a change in the number of dealer franchises,
	·changes in the terms offered by Ford Credit to dealers to finance their vehicle inventory, including the interest rates charged or the sizes of the credit lines,
	·competition from banks or other financing sources available to dealers,
	·government actions, including actions that encourage consumers to purchase certain types of vehicles; or
	·other factors such as significant vehicle recalls.

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	The rate of dealer vehicle sales, the level of dealer vehicle inventory and the size of Ford Credit’s dealer floorplan portfolio may change over time.  A significant reduction in the rate of dealer vehicle sales or in the level of dealer vehicle inventory, and any resulting decline in the size of Ford Credit’s dealer floorplan portfolio, could lead to an amortization event and could also adversely impact the amount of principal collections on the receivables, which could result in accelerated, reduced or delayed payments on your notes.
Economic, market and social factors could lead to slower sales of the vehicles, which could result in accelerated, reduced or delayed payments on your notes	Payment of the receivables depends primarily on the rate of financed vehicle sales by the dealers.  The rate of financed vehicle sales may change because of a variety of economic, market and social factors.  Economic factors include interest rates, unemployment levels, the rate of inflation, the price of gasoline, the price of commodities used in the production of vehicles and consumer perception of general economic conditions.  Ford’s discretionary use of incentive programs, including manufacturers’ rebate programs and low-interest rate financing, may also affect the rate of financed vehicle sales..  Various market factors, including the introduction or increased promotion by other manufacturers of competitive models offering perceived advantages in performance, reliability, and fuel economy, may reduce sales of Ford vehicles.  Social factors include consumer perception of Ford-branded products in the marketplace, changes in consumer demand for certain vehicle segments, consumer demand for vehicles generally and government actions, including actions that encourage consumers to purchase certain types of vehicles.
	We cannot predict whether or to what extent economic, market or social factors will affect the level of sales.  A prolonged decline in the level of sales could result in accelerated, reduced or delayed payments on your notes.
A decrease in the dealer payment rate could result in accelerated, reduced or delayed payments on your notes	The payment of principal of your notes will depend primarily on dealer payments of the receivables.  Dealers are generally required to pay a receivable on the sale of the financed vehicle.  The timing of these sales is uncertain, and particular patterns of dealer payments may or may not occur.  The actual amount of available investor principal collections will depend on factors such as the rate of payment and the rate of default by dealers.  Any significant decline in the dealer payment rate on the receivables during the controlled accumulation period or the early amortization period for your notes could result in reduced or delayed payments on your notes.  Alternatively, if the average monthly payment rate for three consecutive months is less than __%, an amortization event will occur, which could result in accelerated payments on your notes.

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An increase in the dealer payment rate and/or a decrease in the origination of new receivables could result in accelerated payments on your notes	If the dealer payment rate during the revolving period significantly exceeds the rate at which new receivables are originated — which could occur as a result of an increase in the rate of sales of financed vehicles, including increases resulting from manufacturer incentive programs or government actions that encourage consumers to purchase vehicles, or a decrease in the origination of new receivables, or both — principal collections otherwise payable to the depositors may be accumulated in the excess funding account to maintain the net adjusted pool balance at a stated level.  However, if the amount in the excess funding account exceeds __% of the sum of the adjusted invested amounts of all series issued by the trust for three consecutive months, an amortization event will occur, which could result in accelerated payments on your notes.
A decline in the financial condition or business prospects of Ford, Ford Credit or Ford-franchised dealers could result in losses on your notes	The receivables owned by the trust are originated primarily through the financing provided by Ford Credit to Ford-franchised dealers.  The level of receivables depends on Ford’s continuing ability to manufacture vehicles and to maintain franchise dealer relationships, on Ford Credit’s ability to provide financing and on the amount of vehicle inventory that Ford-franchised dealers are willing to hold, and the amount of principal collections on these receivables will depend on the dealers’ ability to sell these vehicles.  The ability of Ford, Ford Credit and Ford-franchised dealers to compete in their industry environments will affect the amount of new receivables that are originated and the dealers’ ability to sell vehicles, which ultimately will affect the amount of principal collections and the payment rates on the receivables.  A decline in the financial condition or business prospects of Ford, Ford Credit or Ford-franchised dealers could have an adverse effect on these factors, which could result in losses on your notes.
	If an economic downturn occurs, the financial condition and business prospects of the participants in the U.S. auto industry, including Ford, Ford Credit and Ford-franchised dealers, could be adversely affected.  A decline in the financial condition or business prospects of Ford could also have an adverse effect on Ford Credit and the Ford-franchised dealers.
	An economic downturn or a decline in the financial condition or business prospects of Ford could adversely affect the Ford-franchised dealers’ ability to sell vehicles, the level of consumer demand for Ford-vehicles, the market value of the vehicles securing the receivables, and the ability of Ford Credit, as servicer, to service the receivables or honor its commitment to repurchase receivables due to breaches of representations, which could result in losses on your notes.
	For additional sources of information about Ford and Ford Credit, you should read “Where You Can Find More Information.”

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Increased losses could result in accelerated, reduced or delayed payments on your notes	Historical losses experienced by the trust or by Ford Credit on its dealer floorplan portfolio may not indicate future performance of the trust’s receivables.  Losses could increase significantly for a variety of economic, market or social factors, including adverse changes in the local, regional or national economies, adverse changes in the business prospects of Ford or Ford Credit or decreases in the market value of the financed vehicles in the absence of manufacturer incentives, dealer fraud or due to other events.  A significant increase in losses on the receivables could result in accelerated, reduced or delayed payments on your notes.
	For more information about the performance of Ford Credit’s dealer floorplan portfolio, you should read “Sponsor and Servicer — Dealer Floorplan Portfolio Performance.”
Amortization events could result in accelerated payments on your notes	If an amortization event occurs, it may accelerate the date of final payment of your notes.  You may not be able to reinvest the principal paid to you earlier than expected at a rate of return that is equal to or greater than the rate of return on your notes.
	For more information about amortization events, you should read “Description of the Notes — Amortization Events.”
Bankruptcy of Ford Credit could result in delays in payment or losses on your notes	If Ford Credit becomes subject to a bankruptcy proceeding, you could experience delays in payments or losses on your notes.  A bankruptcy court could decide that Ford Credit effectively still owns the receivables because the sale of the receivables to the depositors was not a “true sale” or the assets and liabilities of the depositors should be consolidated with those of Ford Credit for bankruptcy purposes.  If a court were to reach this conclusion, payments on your notes could be reduced or delayed due to:
	·the “automatic stay” of the U.S. federal bankruptcy laws that prevents secured creditors from exercising remedies against a debtor in bankruptcy without permission from the bankruptcy court and other U.S. federal bankruptcy laws that permit substitution of collateral in limited circumstances,
	·tax or government liens on Ford Credit’s property that was existing before the sale of the receivables to the trust having a claim on collections that is senior to your notes, or
	·the trust not having a perfected security interest in the vehicles or any cash collections held by Ford Credit at the time the bankruptcy proceeding starts.

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	In addition, the transfer of receivables by the depositors to the trust, although structured as a sale, may be viewed as a financing because the depositors retain the depositor interest in the trust.  If a court were to decide that the transfer was not a sale or the depositors were consolidated with Ford Credit if Ford Credit is bankrupt, the notes would benefit from a security interest in the receivables but the receivables would be owned by Ford Credit and payments could be delayed, collateral substituted or other remedies imposed by the bankruptcy court that could cause delays in payment or losses on your notes.
	A bankruptcy or insolvency proceeding involving Ford Credit may also adversely affect the rights and remedies of the trust and payments on your notes in other ways, whether or not the transfer of the receivables is considered a “true sale.”  For example:
	·as noted above, the “automatic stay” may prevent the exercise by the trust and others of their rights and remedies against Ford Credit and others, such as a right to replace Ford Credit as servicer or the right to require it to repurchase receivables due to a breach of a representation, and/or
	·Ford Credit may be permitted to reject some agreements to which it is a party, including the sale and servicing agreements, and not be required to perform its obligations under those agreements.
	For more information about the effects of a bankruptcy on your notes, you should read “Important Legal Considerations — Bankruptcy Considerations.”
Ford’s failure to pay adjustment fees or to pay amounts relating to third-party financed in-transit receivables could result in delays in payments or losses on your notes	Ford is obligated to pay adjustment fees to the servicer for any in-transit receivables held by the trust and to pay to the servicer principal collections that it receives on behalf of the dealers from any third-party finance sources relating to in-transit receivables.  Each adjustment fee will be calculated based on an agreed on rate and the number of days during the “in-transit period,” which is generally the period from shipment to delivery of the vehicle, and will be treated as interest collections.  Failure by Ford to pay adjustment fees or to pay principal collections relating to third-party financed in-transit receivables for any reason could result in shortfalls in amounts available to pay your notes and could result in delays in payments or losses on your notes.
The termination of dealer financial assistance or failure to honor repurchase obligations by Ford could result in losses on your notes	Ford has on occasion in the past provided discretionary financial assistance to dealers and limited commitments to repurchase from the dealers vehicles and parts in the dealer’s inventory for termination of a dealer franchise.  This financial assistance includes incentive programs, marketing support programs, interest reimbursement programs and purchase of new, current model year vehicles in the dealer’s inventory for the termination of a dealership.  If Ford were unable to provide, or elected to terminate, this financial assistance or failed to honor its repurchase commitment for any reason, losses on the receivables could increase and you could incur losses on your notes.

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	For more information about the financial assistance provided by Ford, you should read “Sponsor and Servicer — Servicing and Dealer Relations — Manufacturer Financial Assistance Programs for Dealers.”
[The interest rates on the receivables may fluctuate differently than the interest rates on the notes, which may result in accelerated, reduced or delayed payments on your notes	The receivables bear interest at a variable rate based on the prime rate, which may be changed or reduced by Ford Credit.  The fixed rate notes accrue interest at a fixed rate, so if the interest rate on the receivables declines the notes may be adversely affected.  The floating rate notes accrue interest at a variable rate based on one-month LIBOR, so if LIBOR increases at a greater rate than the prime rate or the prime rate declines at a greater rate than LIBOR the notes may be adversely affected.  If the interest rate on the receivables declines, interest collections allocated to the notes may be reduced without a corresponding reduction in the amounts payable as interest on the notes.  If interest collections are insufficient to pay interest on the notes, an amortization event will occur, which could result in accelerated, reduced or delayed payments on your notes.  The trust is not entering into interest rate hedge agreements to protect either the fixed rate notes or the floating rate notes against fluctuations in the interest rate on the receivables.]
Ford Credit’s ability to change the terms of the receivables could result in accelerated, reduced or delayed payments on your notes	Ford Credit continues to own the accounts in which the receivables are originated.  As the owner of the accounts, Ford Credit may change the terms of the receivables, including the interest rates or adjustment fees and the payment terms.  Ford Credit’s ability to change the terms of the receivables could result in accelerated, reduced or delayed payments on your notes.
The addition or removal of receivables may decrease the credit quality of the trust property securing your notes and could result in accelerated, reduced or delayed payments on your notes	The receivables in the trust will change every day.  The depositors may choose, or be obligated, to sell to the trust receivables originated in additional designated accounts.  While each additional designated account must be an eligible account at the time of its designation to the trust, additional designated accounts may not be of the same credit quality as the accounts currently designated to the trust and may have different terms.  The depositors may also choose to redesignate accounts from the trust and remove the related receivables.  If the addition or removal of receivables reduces the credit quality of the trust property, it will increase the likelihood of accelerated, reduced or delayed payments on your notes.
The depositors may change certain eligibility criteria and certain requirements for the trust and the notes without the consent of any noteholder or other person, which could result in reduced or delayed payments on your notes	The depositors may change the overconcentration definitions and/or increase or reduce the reserve account required amount for your notes.  The depositors can make these changes so long as the rating agency condition has been satisfied for each rating agency then rating each series or, for the reserve account required amount and the overconcentration definitions, your series.  If the depositors make any of these changes, it may result in reduced or delayed payments on your notes.

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Issuance of additional series by the trust could affect the timing and amounts of the payments on your notes	The trust may issue additional series from time to time without your consent.  The terms of a new series could be different from your series, which could affect the timing and amounts of payments on other series.  For instance, different expected final payment dates and series early amortization events may cause some series to amortize earlier than your series.  In addition, because some actions require the consent of a majority of each series, additional series may dilute the voting rights of your notes.  The interests of the holders of a new series could be different from your interests.
You may not receive your principal on the expected final payment date because of other series being in or entering into an accumulation or amortization period	If your series were to enter the controlled accumulation period or the early amortization period while another series in principal sharing group one is either in an accumulation or amortization period or entering an accumulation or amortization period, available investor principal collections from that series may not be available to make payments on your notes.  Other series in principal sharing group one may have different terms, such as an earlier expected final payment date or different series early amortization events, that could cause the series to amortize earlier than your series.  As a result, the principal payments on your notes may be reduced and final payment of the principal of your notes may be delayed.  Also, the shorter the controlled accumulation period for the notes of your series, the greater the likelihood that payment in full of the notes of your series on the expected final payment date will depend on available investor principal collections from other series in principal sharing group one to pay principal of your notes.
Failure to pay principal of a note will not be an event of default until its final maturity date	The trust will not be obligated to pay a stated amount of principal of any note on any date other than its outstanding principal amount on its final maturity date.  Failure to pay principal of a note will not be an event of default until its final maturity date.
Federal financial regulatory reform could have an adverse impact on Ford Credit, the depositors or the trust	The Dodd-Frank Act is extensive legislation that impacts financial institutions and other non-bank financial companies, such as Ford Credit.  The Dodd-Frank Act created the Consumer Financial Protection Bureau, a new agency responsible for administering and enforcing the laws and regulations for consumer financial products and services.  In June 2015, the Consumer Financial Protection Bureau issued a final rule giving it authority to supervise the largest nonbank automotive finance companies, including Ford Credit.  This is expected to lead to an examination of Ford Credit for compliance with consumer financial protection laws as early as 2015.
	In addition, the Dodd-Frank Act increased the regulation of the securitization and derivatives markets.  Many of the new requirements are the subject of implementing regulations, some of which have not yet been finalized.  Until all implementing regulations are finalized, it is not clear whether the new requirements will have an adverse impact on the servicing of the receivables, on Ford Credit’s securitization programs or on the regulation and supervision of Ford Credit, the depositors or the trust.
	For more information about potentially applicable provisions of the Dodd-Frank Act, you should read “Important Legal Considerations — The Dodd-Frank Act.”

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	The Dodd-Frank Act created an alternative liquidation framework under which the FDIC may be appointed as receiver for the resolution of a non-bank financial company if the company is in default or in danger of default and the resolution of the company under law would have serious adverse effects on financial stability in the United States.  It is not clear whether the liquidation framework would apply to Ford Credit, the depositors or the trust.  The expectation is that the framework will be invoked only very rarely.  Guidance from the FDIC indicates that the framework will be exercised in a manner consistent with the existing bankruptcy laws, which is the insolvency regime that would apply to Ford Credit, the depositors and the trust.  A portion of the FDIC guidance will apply for a transition period, and this guidance states that, for revolving trusts and master trusts, it will apply to securities issued before the end of the transition period.  However, this guidance does not indicate how the framework will be applied if the revolving trust or master trust were to issue additional securities after the end of the transition period.  It is not clear whether the FDIC would apply the framework according to this guidance to a revolving trust or master trust that issues securities after the end of the transition period.  As a result, although your series will be issued before the end of the transition period, it is not clear whether this guidance will continue to apply to your series if the trust were to issue additional series after the end of the transition period.  However, additional series may only be issued if the rating agency condition has been satisfied for your series.  If the FDIC were appointed as receiver for Ford Credit, the depositors or the trust, or if future regulations or FDIC actions are contrary to the FDIC guidance, you may have delays in payments or losses on your notes.
	For more information about the framework, you should read “Important Legal Considerations — The Dodd-Frank Act.”
Loss of security in the financed vehicle and the junior status of the trust’s interest in other assets of the dealers could result in delays in payments or losses on your notes	The trust will have a security interest in the financed vehicles securing the receivables sold to the trust.  However, at the time that a dealer sells a financed vehicle, the security interest of the trust in the vehicle generally will terminate, regardless of whether the dealer pays for the vehicle.  Consequently, if a dealer sells a vehicle and fails to pay the related receivable, the trust will not have recourse to the vehicle, which could result in delays in payments or losses on your notes.
	The trust may also have junior security interests in other assets of a dealer granted by some of the dealers to secure the receivables sold to the trust.  These security interests, however, will be subordinate to the senior interests of Ford Credit in these other assets.  Accordingly, any security held by the trust in these other assets may not be available to support the notes, which could result in delays in payments or losses on your notes.
	For more information about the security interests in vehicles and other dealer assets, you should read “Sponsor and Servicer — Origination and Underwriting — Security Interests in Vehicles and Other Dealer Assets.”

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The servicer’s commingling of collections it holds with its own funds could result in delays in payments or losses on your notes	The servicer will be required to deposit collections on the receivables in the collection account within two business days or on a monthly basis, depending on its credit ratings.  Until then, the servicer may commingle collections on the receivables with its own funds and may invest collections at its own risk and for its own benefit.  If the servicer does not deposit these funds in the collection account when required for any reason, which could occur if the servicer were to become subject to a bankruptcy proceeding, you could experience delays in payments or losses on your notes.
The absence of a secondary market for your notes, financial market disruptions and a lack of liquidity in the secondary market could adversely affect the market value of your notes and/or limit your ability to resell them	If a secondary market for your notes does not develop, it could limit your ability to resell them.  This means that if you want to sell your notes before they mature, you may be unable to find a buyer or, if you find a buyer, the selling price may be less than it would have been if a secondary market existed.  The underwriters may assist in the resale of notes, but they are not required to do so.  If a secondary market does develop, it might not continue, it might be disrupted by events in the global financial markets or it might not be sufficiently liquid to allow you to resell your notes.
You may have limited or no ability to control actions under the indenture	Your remedies will be limited if an event of default occurs for your notes.  Under the indenture, noteholders holding a stated percentage of the note balance of a series or all the notes issued by the trust may take actions, or may direct the indenture trustee to take actions, following an event of default, including accelerating the notes.  These actions may be contrary to the actions that you determine to be in your best interest.  In the case of votes by series, the most senior class of notes will generally be substantially larger than the subordinate classes.  The holders of the most senior class will therefore generally have the ability to control the actions to be taken, and these actions may be contrary to the interests of the holders of the subordinate classes.
	For more information about your rights on an event of default, you should read “Description of the Notes — Events of Default and Acceleration.”
Geographic concentration may increase risk of accelerated, reduced or delayed payments on your notes	On _______, 20__, the location of the dealers relating to the receivables owned by the trust are concentrated by pool balance in the following states: ______                         ___% ______                         ___% ______                         ___% ______                         ___%
	No other state has more than 5% of the receivables owned by the trust on that date.  Economic conditions or other factors affecting states with a high concentration of receivables could adversely impact the performance of the receivables and could result in reductions and delays in payments on the receivables and cause accelerated, reduced or delayed payments on your notes.

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	[If receivables from any state or geographic region represent 10% or more of the pool balance, disclosure of any economic or other factors specific to such state or region that may materially impact the pool or the cash flows to be added.]
	For more information about the geographic distribution of the receivables owned by the trust, you should read “Trust Property — Trust Pool.”
Delays in collecting payments could occur if Ford Credit is not the servicer	If Ford Credit is terminated as servicer, the processing of payments on the receivables and information relating to collections could be delayed, which could result in delayed payments on your notes.  Ford Credit may be terminated as servicer if it defaults on its servicing obligations or if there is a bankruptcy of Ford Credit.
A reduction, withdrawal or qualification of the ratings on your notes, or the issuance of unsolicited ratings on your notes, could adversely affect the market value of your notes and/or limit your ability to resell your notes	The ratings on the notes are not recommendations to purchase, hold or sell the notes and do not address market value or investor suitability.  The ratings reflect each rating agency’s assessment of the future performance of the receivables, the credit enhancement on the notes and the likelihood of repayment of the notes.  The notes may not perform as expected and the ratings may be reduced, withdrawn or qualified in the future as a result of a change of circumstances, deterioration in the performance of the receivables or errors in analysis.  Other series of notes issued by the trust have been downgraded by one or more of the rating agencies in the past.  None of the depositors, the sponsor or any of their affiliates will be obligated to replace or supplement credit enhancement or to take another action to maintain any ratings on the notes.  If the ratings on your notes are reduced, withdrawn or qualified, it could adversely affect the market value of your notes and/or limit your ability to resell your notes.
	The sponsor hired ___ rating agencies that are nationally recognized statistical rating organizations, or “NRSROs,” and will pay them a fee to assign ratings on the notes.  The sponsor has not hired another NRSRO to assign ratings on the notes and is not aware that another NRSRO assigned ratings on the notes.  However, under SEC rules, information provided to a hired rating agency for the purpose of assigning or monitoring the ratings on the notes is required to be made available to each NRSRO to make it possible for non-hired NRSROs to assign unsolicited ratings on the notes.  An unsolicited rating could be assigned at any time, including before the closing date, and none of the depositors, the sponsor, the underwriters or any of their affiliates will be obligated to inform you of any unsolicited ratings assigned after the date of this prospectus.  NRSROs, including the hired rating agencies, have different methodologies, criteria, models and requirements.  If any non-hired NRSRO assigns an unsolicited rating on the notes, it may be lower than the ratings provided by the hired rating agencies, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.  In addition, if the sponsor fails to make available to the non-hired NRSROs any information provided to any hired rating agency for the purpose of assigning or monitoring the ratings on the notes, a hired rating agency could withdraw its ratings on the notes, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

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	You should make your own evaluation of the future performance of the notes and the receivables, the credit enhancement on the notes and the likelihood of repayment of the notes, and not rely solely on the ratings on the notes.
[The allocation of the principal amount of the Class A notes is unknown	The allocation of the principal amount of the Class A notes between the Class A-1 and Class A-2 notes may not be determined until the day of pricing.  A higher allocation to the Class A-1 notes will correspondingly increase the exposure of the trust to decreases in the floating interest rate payable on the receivables.  In addition, a reduction in liquidity in the secondary market for the Class A-1 or Class A-2 notes may result if either class has a small principal amount compared to the other.]
Retention of notes by the depositors or an affiliate of the depositors could adversely affect the market value of your notes and/or limit your ability to resell your notes	Some or all of one or more classes of the notes may be retained by the depositors or conveyed to an affiliate of the depositors.  As a result, the market for a retained class of notes may be less liquid than would otherwise be the case and, if any retained notes are later sold in the secondary market, it could reduce demand for notes of the same class already in the market, which could adversely affect the market value of your notes and/or limit your ability to resell your notes.

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SPONSOR AND SERVICER

General

Ford Credit was established in 1959 to provide financing for Ford vehicles and support Ford dealers.  Ford Credit is a Delaware limited liability company and is a wholly-owned subsidiary of Ford.

Ford Credit provides a wide variety of automotive financing products to and through motor vehicle dealers throughout the world.  Ford Credit’s primary financing products are:

·Retail financing — purchasing retail installment sale contracts and leases from dealers, and offering financing to commercial customers, primarily vehicle leasing companies and fleet purchasers, to lease or purchase vehicle fleets,

·Wholesale financing — making loans to dealers to finance the purchase of vehicle inventory, also known as floorplan financing, and

·Other financing — making loans to dealers for working capital, improvements to dealership facilities, and to purchase or finance dealership real estate.

Ford Credit also services the finance receivables and leases it originates and purchases, makes loans to Ford affiliates, purchases some receivables of Ford and its subsidiaries and provides insurance services related to its financing programs.

Ford Credit earns its revenue primarily from:

·payments on retail installment sale contracts and leases that it purchases,

·interest supplements and other support payments from Ford and affiliated companies on special rate financing programs, and

·payments on wholesale and other dealer loan financing programs.

Ford Credit provides financing services to and through dealers of Ford and Lincoln brand vehicles and non-Ford vehicles also sold by these dealers and their affiliates.  Ford Credit and its subsidiaries provide floorplan and capital financing to automobile dealers throughout the world and provide credit to these dealers’ customers by purchasing retail installment sale contracts and leases from dealers.  Most of the dealers are privately owned and financed and are Ford-franchised dealers that sell or lease vehicles manufactured by Ford under the Ford and Lincoln brands.  A substantial majority of all new vehicles financed by Ford Credit are manufactured by Ford.

Ford Credit will be the sponsor of the series in which the notes will be issued.  Ford Credit will be the servicer of the receivables and the securitization transactions and the administrator for the trust.

As sponsor, Ford Credit will be responsible for structuring the series, selecting the transaction parties and paying the expenses of maintaining the trust, legal fees of some transaction parties, rating agency fees for rating the notes and other transaction expenses.  Ford Credit establishes floorplan finance accounts with dealers in the ordinary course of its business and selected the accounts designated to the trust from its dealer floorplan portfolio.  Ford Credit will make representations about the characteristics of the receivables and the related designated accounts.  If a representation is later discovered to have been untrue when made and the breach has a material adverse effect on a receivable, Ford Credit must repurchase the receivable unless it corrects the breach in all material respects before the date it is required to repurchase the receivable.

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For more information about the representations and repurchase obligations, you should read “Trust Property — Representations About Receivables” and “— Obligation to Repurchase Receivables.”

Ford Credit’s wholly-owned subsidiaries, the depositors, will retain the depositor interest in the trust.  The depositor interest represents the ownership interest in the trust and the rights to all trust property not allocated to any series.  The depositor interest is generally made up of:

·a principal component, or the depositor amount, which represents the right to the principal collections on the portion of the receivables that have not been allocated to any series, and

·an interest component which represents the right to receive (a) interest collections on the portion of the receivables relating to the depositor amount and (b) excess spread for each series that is not needed to make payments on that series.

A portion of the depositor amount equal to the available subordinated amount for each series is subordinated to the notes of that series and provides credit enhancement for that series.  The depositor interest is not hedged by the sponsor, the depositor or any of their affiliates.

For more information about the depositor interest and the credit enhancement provided by the available subordinated amount, you should read “Pool Balance, Depositor Amount and Allocations — Required Depositor Amount” and “Credit Enhancement — Available Subordinated Amount.”

[To be added for offerings after December 24, 2016:]  [For more information about the required retention of credit risk in the transaction by the sponsor, you should read “Credit Risk Retention.”]

Ratings of Sponsor and Servicer

As of the date of this prospectus, Ford Credit’s senior unsecured debt ratings are:

	S&P	Moody’s	Fitch	DBRS
Short-term debt ratings
Long-term debt ratings
Outlook

[Although the rating agencies have raised or indicated a more favorable outlook on Ford Credit’s debt ratings recently, the rating agencies had previously lowered Ford Credit’s debt ratings and may change the ratings or downgrade Ford Credit at any time.]

Based on its present ratings above, Ford Credit, as servicer, will be required to deposit collections on the receivables in the collection account within two business days of applying these amounts to the dealer accounts.

For more information about the deposit of collections, you should read “Servicing — Deposit of Collections.”

Securitization Experience

Ford Credit has securitized its assets since 1988.

Ford Credit’s securitization programs are diversified across asset classes and markets.  Ford Credit sponsors securitization programs for retail installment sale contracts, operating leases and the related vehicles and dealer floorplan receivables.  Ford Credit participates in a number of international securitization markets, including the United States, Canada, Europe (primarily in the United Kingdom and

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Germany), Mexico and most recently China.  Ford Credit also participated in the securitization markets in Japan and Australia and other European countries.

In the United States, Ford Credit sponsors a number of securitization and structured financing programs in which it sells receivables in the public markets and in private transactions.  In addition to selling receivables to trusts making registered public offerings or private placements of asset-backed securities, Ford Credit regularly sells retail installment sale contracts to a large number of multi-seller asset-backed commercial paper conduits and other banks and financial institutions.

Ford Credit securitizes its assets because the market for securitization of financial assets usually provides the company with a lower cost source of funding than other alternatives, diversifies funding among different markets and investors, and provides additional liquidity.  Ford Credit meets a significant portion of its funding requirements through securitizations for these reasons.  Securitization is a core component of Ford Credit’s funding strategy.

For more information about Ford Credit’s securitization programs and its funding strategy, please read Ford Credit’s Annual Report on Form 10-K which is available on Ford Credit’s website at www.fordcredit.com.

Securitization Program for Dealer Floorplan Receivables

Ford Credit has had a publicly registered securitization program for dealer floorplan receivables in the United States since 1992.  Ford Credit’s first master trust was established that year and issued seven series of publicly registered asset-backed securities through 1997.  Ford Credit’s current master trust was established in 2001 and has issued more than __ series, including publicly registered or Rule 144A asset-backed term notes and privately placed asset-backed term notes and variable funding notes.  Annex A lists the main terms of other series outstanding.  The notes offered by this prospectus are part of this program.  [Ford Credit has never received a demand to repurchase or replace any receivable backing the asset-backed notes offered in this program due to a breach of representations made about the receivables.]  Repurchases of receivables due to Ford Credit’s discovery of a breach of representations have been immaterial in this program.  [None of the asset-backed securities offered in this program have experienced any losses or events of default and Ford Credit has never taken any action out of the ordinary in any transaction to prevent losses or events of default.].

Origination and Underwriting

Ford Credit is the primary source of financing for Ford-franchised dealers who sell Ford and Lincoln brand vehicles.  Historically, Ford Credit financed approximately 80% of all Ford and Lincoln dealer new vehicle inventory.  Ford Credit also provides financing for dealers affiliated with Ford-franchised dealers who sell vehicles from manufacturers other than Ford.

Origination of Receivables.  Each receivable represents the right to receive payments from the dealer in connection with the financing of a vehicle for the dealer’s inventory.  A dealer’s inventory may include new and used cars, light, medium and heavy trucks, and utility vehicles, such as sport utility vehicles and cross-over utility vehicles.  Medium and heavy trucks are typically delivered in the form of incomplete vehicles or chassis cabs, which may be sent by the dealer to a third-party upfitter or converter for completion.  A dealer’s inventory may also include vehicles intended for fleet sales, generally defined as sales of ten or more vehicles to a single purchaser at one time.  A small portion of a dealer’s inventory may also consist of demonstrator, daily rental and service loaner vehicles.  Each receivable is secured by the related vehicle and may be secured by other dealer assets as described in “— Security Interests in Vehicles and Other Dealer Assets” below.

Ford Credit categorizes the financed vehicles as new vehicles or used vehicles for the purposes of setting the financing terms and establishing the size of credit lines.  New vehicles are currently untitled vehicles and vehicles used by the dealer for demonstration purposes or as service loaner vehicles.  To

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encourage dealers to purchase certain vehicles, Ford Credit also finances at new vehicle rates “program vehicles,” or previously titled vehicles, including vehicles previously subject to Ford Credit’s retail lease programs, purchased by a dealer from Ford Credit or at an auction conducted by Ford.  In recent years, new vehicle financing was approximately [91]% of Ford Credit’s floorplan portfolio and used vehicle financing, including program vehicles and customer trade-ins, was approximately [9]%.

Under the agreement between the dealer and Ford, the dealer is obligated to purchase a vehicle when the vehicle is released by Ford for shipment to the dealer and must pay for the vehicle when the vehicle is delivered.  During the period from the date of release from the factory or customs, as applicable, to the date of delivery to the dealer, or the “in-transit period,” Ford retains an interest in the vehicle securing the dealer’s obligation to pay Ford.  Each of these payment obligations, together with Ford’s security interest in the related vehicle and Ford’s rights under its agreement with the dealer, is sold to Ford Credit under a sale and assignment agreement at a price equal to 100% of the wholesale invoice price of the vehicle.  Ford also agrees to pay Ford Credit an “adjustment fee” on the wholesale invoice price based on an agreed rate (currently, the prime rate designated from time to time by selected financial institutions plus [0.30]% per annum) and the number of days in the in-transit period.  A dealer’s financing source may be Ford Credit or another financial institution.  On delivery of the vehicle, if the dealer’s financing source is not Ford Credit, the financing source will pay to Ford on behalf of the dealer an amount equal to 100% of the wholesale invoice price, and Ford will pay the amount to Ford Credit under the sale and assignment agreement.  If Ford Credit is the financing source, the dealer’s obligation to pay Ford for the purchased vehicle will be exchanged at the time of vehicle delivery for the related new obligation of the dealer to repay Ford Credit under the dealer’s floorplan financing agreement with Ford Credit.  In recent years, in-transit vehicle financing ranged from approximately [13]% to [27]% of Ford Credit’s floorplan portfolio, depending on seasonality of dealer vehicle ordering practices and manufacturer production schedules.

Ford Credit generally finances 100% of the wholesale invoice price of new vehicles during the in-transit period, and if Ford Credit is the dealer’s financing source, from the date the vehicle is delivered to the dealer.  The wholesale invoice price includes destination charges, a dealer holdback amount, if any, and other miscellaneous amounts.  The holdback amount is set by the manufacturer and is currently [3]% of the manufacturer’s suggested retail price for Ford brand vehicles, but may change from time to time.  The holdback amount is generally later returned to the dealer by the manufacturer.  Sometimes, the wholesale invoice price for new model vehicles may change after vehicle delivery to reflect a change in the vehicle purchase program (for example, from a retail purchase program to a fleet purchase program) or other manufacturer pricing changes.  In this case, the related receivable will be adjusted to reflect the final invoice price as determined by the manufacturer and the related dealer.  For program vehicles, Ford Credit finances the purchase price (including buyer fees, transportation costs and/or auction fees, if any) from the date of the dealer’s purchase of the vehicle.  For used vehicles, Ford Credit generally finances up to 100% of the wholesale book value of the used vehicle as shown in selected trade publications such as the National Auto Dealers Association Official Used Car Guide from the date the dealer requests financing and has delivered evidence of vehicle title to Ford Credit.  If a program vehicle or a used vehicle is reconditioned or certified under Ford’s certified pre-owned vehicle program, the amount financed may also include a certification fee and reconditioning costs.

Credit Lines.  Ford Credit extends floorplan financing under established credit lines.  A dealer may have multiple credit lines for different types of vehicles, such as new, used, program vehicles, medium and heavy truck, fleet, demonstrator or service loaner vehicles.  The typical dealer will have new, used and program vehicle credit lines for its car, light-truck and utility vehicle inventory.  A dealer who engages in significant medium- and heavy-truck or fleet business may have a medium- and heavy-truck credit line or a fleet credit line.  A dealer may also have a demonstrator credit line or a daily rental or service loaner credit line.  However, a dealer without those credit lines may have medium and heavy trucks, fleet, demonstrator or service loaner vehicles on its new or used credit lines.  Unless a dealer has a fleet credit line, vehicles ordered under Ford fleet programs typically are placed on a dealer’s new vehicle credit line.

The size of each credit line that Ford Credit offers a dealer is primarily based on the dealer’s historical sales rate.  In the case of a new dealer, the credit line is based on the dealer’s expected sales rate.  The

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amount of a credit line is reviewed periodically.  A new vehicle credit line is generally set at an amount sufficient to finance, on average, a 60-day supply of new vehicles, but may be set at a higher or lower level.  New vehicle credit lines are guidelines, not absolute limits, and Ford Credit typically permits dealers to exceed their new vehicle credit lines for business reasons, including for seasonal variations in sales patterns.  Ford Credit generally sets new vehicle credit lines at a size lower than the anticipated peak inventory levels.  A used vehicle credit line is generally set at a size sufficient to finance, on average, a 30- to 45-day supply of used vehicles depending on the risk rating of the dealer, but may be set at a higher or lower level.  Used vehicle credit lines are strictly monitored and Ford Credit generally does not allow dealers to exceed their used vehicle credit lines without specific approval.

Once a dealer starts to floorplan vehicles from a particular manufacturer, Ford Credit generally finances all purchases of vehicles by the dealer from the manufacturer, up to the amount of the dealer’s credit line.  However, credit lines do not represent commitments, and Ford Credit may limit or suspend a credit line if, in its judgment, a dealer’s inventory is significantly overstocked or a dealer is experiencing financial difficulties.  If Ford Credit suspends a dealer’s credit line, Ford Credit may approve additional financing on a vehicle-by-vehicle basis.

Underwriting and Credit Review Process.  A dealer seeking to finance its vehicle inventory with Ford Credit must submit a request for financing with its financial and other information.  Ford Credit’s dealer credit department reviews the prospective dealer’s business, legal and operational structure, credit information, financial statements or tax returns and bank references, and it evaluates the dealer’s marketing capabilities, financial resources and the amount and types of financing requested.  The dealer credit department prepares a detailed written credit analysis, including a recommendation approving or denying the request for financing.  The written analysis and recommendation are then reviewed and approved or denied by Ford Credit at the appropriate level of credit approval authority.

Ford Credit’s underwriting and credit review process is entirely judgmental, because dealers have varying degrees of complexity in their legal and operational structures and business and financing needs.  However, standard credit review format guidelines are used for all dealers to ensure consistent credit decisioning.

The financing extended to a dealer depends on the financial strength of the dealer and the nature of its business and is tailored to suit the business and operational needs of the dealer, including the number of dealership locations, multiple manufacturer franchises, the types of vehicles included in the dealer’s inventory and any specialty services provided for certain types of vehicles or customers, such as fleet customers.  The level of credit approval authority is determined by the combination of types of financing extended to the dealer (such as floorplan credit lines, mortgage loans and working capital loans), the aggregate amount of financing extended to the dealer and other factors.  The most important factors that require a higher level of credit approval authority are the aggregate dollar amount of the dealer’s floorplan credit lines and other financing with Ford Credit, the size of certain types of floorplan credit lines that present more credit risk (such as used vehicle credit lines or fleet credit lines), whether other financing is extended to the dealer (such as mortgage loans or working capital loans) and a request for non-standard floorplan financing or processing terms, the approval of which, in some cases, depends on a dealer’s risk rating.

Most of Ford Credit’s dealer floorplan customers have been financing their vehicle inventories with Ford Credit for many years.  Due to the ongoing nature of these long-standing business relationships, Ford Credit typically performs a credit review of each dealer annually using a process similar to new dealer underwriting.

Ford Credit generally applies the same underwriting and credit review standards to Ford-franchised dealers and dealers franchised by other manufacturers.  Ford Credit’s financing decisions are made independently of Ford and Ford cannot require Ford Credit to provide financing for dealers who do not meet Ford Credit’s credit underwriting standards.

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All dealers must sign a floorplan financing agreement with Ford Credit stating the terms of the financing.  Ford Credit maintains an account file for each dealer consisting of the floorplan financing agreement, documents, analysis and records used in the credit review process and electronic records on its receivables system of the dealer’s daily vehicle inventory and account balances.  Ford Credit maintains possession of paper documents in the account file, including the floorplan financing agreement, at its business centers in locked or badge secured locations with access limited employees with a business need.  Some dealer records are imaged and stored in an electronic storage system or created and maintained in Ford Credit’s dealer floorplan finance system.  Access to the electronic storage and receivables and dealer floorplan finance systems is limited to users having a business need and controlled by user identification and passwords.  The business centers and electronic storage and other systems are subject to disaster recovery and business continuity plans to ensure safekeeping and preservation of the account files and dealer and receivables information.

Dealer Risk Rating.  Ford Credit uses a proprietary scoring model to evaluate new dealer account originations and to perform dealer credit reviews.  This scoring model assigns each dealer a risk rating.  In creating this model, Ford Credit analyzed its historical dealer performance data to identify key factors about a dealer that it considered most significant in predicting a dealer’s ability to meet its financial obligations.  These factors are both objective and subjective, and include capitalization and leverage, liquidity and cash flow, profitability, and credit history with Ford Credit and other creditors.  A dealer’s risk rating does not reflect any personal or other guarantees or the net worth of a dealer owner.  Ford Credit regularly reviews its scoring model to confirm the continued business significance and statistical predictability of the factors and updates its model to incorporate new factors or other information that improves its statistical predictability.

Dealers are assigned a risk rating ranging from low risk to defaulted.  For purposes of this prospectus, dealer risk ratings are categorized in the following groups:

Group I	–	Dealers with strong to superior financial metrics.
Group II	–	Dealers with fair to favorable financial metrics.
Group III	–	Dealers with marginal to weak financial metrics.
Group IV	–	Dealers with poor financial metrics, including dealers classified as uncollectible.

A dealer’s risk rating may be adjusted after each credit review or at any time if circumstances warrant.

Security Interests in Vehicles and Other Dealer Assets.  The floorplan financing agreements grant Ford Credit a security interest in the financed vehicles and, in many cases, other dealer assets, such as vehicle parts inventory, equipment, fixtures, service accounts and dealership real estate.  In many cases, Ford Credit requires the individual owners of a dealer to guarantee the dealer’s floorplan obligations and, for dealers with a holding company structure, Ford Credit may require each level of ownership in the structure to provide a guarantee.  In its other lending activities, Ford Credit may make capital loans, mortgage loans or other advances to a dealer or its parent holding company or other affiliates that may also be secured by a security interest in the financed vehicles and in other dealer assets.

The security interest in a financed vehicle generally terminates at the time the vehicle is sold by the dealer, although the security interest continues in the identifiable proceeds of that sale.  If a dealer sells a vehicle and fails to pay the related receivable, Ford Credit will not have recourse to the vehicle and must seek payment from the dealer from the proceeds of the sale of the financed vehicle and from other dealer assets securing the receivable.  In addition, if a dealer delivers a financed vehicle to a third party, such as a chassis upfitter or converter that is also a vehicle dealer or a seller of similar vehicles, the vehicle could potentially be sold by the third party or become subject to a competing security interest of the finance source for the third party.  If this were to happen, Ford Credit may not have recourse to the vehicle and would have to seek payment from the dealer.

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Insurance Coverage.  Under Ford Credit’s floorplan financing agreements, comprehensive insurance coverage for the financed vehicles is mandatory and generally is purchased through Ford Credit and included with the financing.  Ford Credit obtains this insurance from The American Road Insurance Company, an affiliated insurance company.  The American Road Insurance Company is currently rated [“A”] by A.M.  Best.  The insurance coverage is subject to deductibles per vehicle and per occurrence established by Ford Credit.  Collision coverage for the financed vehicles is not included with the financing.  Over half of the dealers purchase collision coverage through Ford Credit from The American Road Insurance Company and the remainder purchase it from other insurance companies.

Ford Credit’s Dealer Floorplan Portfolio

	___ months ended __________,		Year ended December 31,
	20__	20__	20__	20__	20__	20__	20__
	(Dollars in Millions)
Average principal balance (1)	$______	$______	$______	$______	$______	$______	$______

(1)[For periods ending on or after ________________, average principal balance is the average of the principal balances of the receivables at the beginning of each month in the period indicated.  For periods ending before ________________, average principal balance for each period indicated is the average of the average principal balances for each month in that period based on the average of the daily principal balances for that month.]

Material Changes to Origination and Underwriting Policies and Procedures

[Dealer floorplan volumes are affected by market conditions and competitive pressures.  Ford sold its Volvo Car Corporation subsidiary in August 2010 in response to market conditions in the auto industry.  Following this sale, Ford Credit transitioned the financing for a small number of non-Ford affiliated Volvo dealers to other finance sources.  Production of Mercury vehicles ended in the fourth quarter 2010 and no new Mercury vehicle receivables remain in the trust pool.

In the third quarter of 2011, Ford Credit integrated its floorplan administration and dealer credit operations in its business centers to streamline processes and achieve efficiencies.

On October 1, 2012, Ford Credit lowered the prime rate floor for floorplan financing by 0.25%.  In March 2015, Ford Credit reduced the used vehicle floorplan interest rate to match the new vehicle floorplan interest rate.]

For more information about Ford Credit’s origination and credit underwriting policies and procedures, you should read “— Origination and Underwriting” above.

Servicing Experience

Ford Credit services the receivables and the securitization transactions.  Ford Credit is responsible for all servicing functions, except that the indenture trustee will be responsible for making payments to the noteholders based on information and calculations provided by the servicer.  Ford Credit has been the servicer for its dealer floorplan securitization program in the United States since its inception.  [None of the asset-backed securities in this program have experienced any losses or events of default.]  [Ford Credit has not had any material instances of noncompliance with the servicing criteria in its public floorplan securitization program.]  [If applicable, describe any material instances of noncompliance as required by Item 1108(b)(2) of Reg AB.]

As servicer of the receivables, Ford Credit will collect and apply payments, make any required adjustments to the receivables, monitor dealer payments and dealer inventories and maintain books and records relating to the accounts and receivables.  Ford Credit will service the receivables according to the policies and procedures that it uses in servicing dealer floorplan receivables for its own account.  Ford

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Credit has comprehensive web-based servicing policies and procedures that ensure common servicing practices are used for all receivables.  These policies and procedures are described in “— Servicing and Dealer Relations” below.  Ford Credit’s servicing and collections systems maintain records for all accounts and receivables, track application of payments and maintain relevant information on the dealers and account status.

As is customary in the servicing industry, Ford Credit engages vendors, which may be affiliates, to perform certain servicing processes.  These processes include imaging documents, performing data entry and other administrative functions, verifying contract and financial information, generating form documents and reports, and performing on-site vehicle inventory audits.  Ford Credit requires all vendors to follow processes set by Ford Credit or agreed to between Ford Credit and the vendor and regularly monitors them for compliance.  Vendors do not have the discretion to make decisions that would materially affect agreed on processes, collections or the timing for amounts applied to the accounts and receivables.  Ford Credit believes these vendors could be easily replaced, if necessary.  Some vendors perform their services from locations outside of the U.S.

As servicer of the securitization transactions, Ford Credit will prepare monthly investor reports, provide payment instructions to the indenture trustee and prepare annual compliance reports.

Servicing and Dealer Relations

Ford Credit services the dealer floorplan accounts according to its policies and procedures.  Ford Credit may change these policies and procedures from time to time.

Payment Terms.  Under Ford Credit’s floorplan financing agreements, dealers are charged interest on each credit line at a floating rate that can change as often as daily.  The floating rate is based on a reference interest rate selected by Ford Credit, which is currently the prime rate designated from time to time by selected financial institutions, although a different reference rate may be used and the reference rate may be different for some dealers.  The reference rate may be subject to a floor determined by Ford Credit from time to time.  The reference rate for each credit line is generally increased by a spread based on a variety of factors, including the dealer’s vehicle brand and whether the credit line is for new or used vehicles.  Current spreads generally range from [1]% to [2]%.  These spreads may be changed from time to time.  Dealers also pay a fixed amount per vehicle, or “flat charges,” established by Ford Credit from time to time to cover miscellaneous costs.  The interest rate for dealers is not reduced by rebates that may be earned by dealers under Ford Credit’s incentive programs.  These rebates are the obligation of Ford Credit and are paid to dealers separately from the interest charges paid by dealers.

Ford Credit may demand payment of interest and principal on a receivable at any time.  Ford Credit generally bills dealers for interest and other charges monthly in arrears.  A statement of billing and related account information for the prior month is prepared and generally made available to the dealers on the first day of each month.  Interest and other charges are generally due on the first day of each month, although Ford Credit typically allows up to 15 business days for processing.  Adjustment fees are paid by Ford monthly in arrears for the number of days in the month that the related vehicles were in-transit to the dealers.

Dealers are required to pay principal in full promptly on the sale of a financed vehicle to a customer, without reduction for the amount of any holdback or incentive payments that may be owing to the dealer by the manufacturer of the vehicle.  Ford Credit typically allows up to five business days for processing.  In limited circumstances, Ford Credit may agree with a dealer to delay the payment of principal for a stated period following the sale of the financed vehicle.  Ford Credit may also allow payment of principal to be delayed up to 45 days (which may be extended for additional 15-day periods with credit approval) if the dealer sells vehicles to fleet buyers or government agencies whose payable systems may delay payment to the dealer.  Also, in limited circumstances and with approval from higher credit approval authority, Ford Credit may allow payment of principal to be delayed up to 15 days if competitive practices, such as spot-delivery promotions in which the dealer permits the customer to take delivery of the vehicle before a finance source is in place, make it necessary for the dealer to accept delayed payment.  In each

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case, the dealer remains obligated to pay Ford Credit the full principal amount, even if the buyer fails to pay, and Ford Credit receives security from the dealer in the form of an assignment of proceeds of the sale of the vehicle or a security interest in all of the dealer’s assets.  These arrangements are subject to credit limits and increased monitoring.  A dealer may prepay a floorplan line or receivable at any time, generally without a prepayment fee or penalty.

In addition, Ford Credit may require a dealer to make periodic principal payments, or “curtailments,” before the sale of a financed vehicle.  Ford Credit typically does not require lower risk dealers to make curtailment payments, but does require higher risk dealers to make monthly curtailment payments.  The amount of monthly curtailment payments typically is 10% of the amount financed on a vehicle, starting a stated period of time after the vehicle is financed, which is generally over a year for new vehicles and less than a year for program vehicles and used vehicles.  From time to time, a dealer’s floorplan account may have an outstanding balance of zero.  This may occur if the dealer is newly established with Ford Credit for financing or if the financing for the dealer is in the process of being terminated.

A dealer may enter into a cash management agreement with Ford Credit under which the dealer may make payments that effectively prepay its floorplan financing obligations and reduce its interest charges.  A dealer also may request a new advance of amounts previously prepaid under the cash management agreement.  If a new advance is made,  the amount payable by the dealer relating to its receivables will increase by the amount of the new advance.

Dealer Monitoring.  Ford Credit regularly monitors the amount outstanding on each floorplan credit line.  A dealer generally is permitted to exceed new vehicle credit lines during peak selling seasons.  If a dealer has slow inventory turnover, Ford Credit may reduce the dealer’s credit line to align with a vehicle inventory level better matched to the dealer’s sales volume.  Ford Credit typically increases its dealer monitoring whenever a dealer exceeds a credit line.  Monitoring procedures are determined based on the risk rating of a dealer, with higher levels of monitoring for higher risk dealers.  Ford Credit may also use systematic procedures so that approval is required before any financing is extended to the dealer.  Ford Credit may evaluate a dealer’s financial position and may suspend one or more of a dealer’s credit lines as described in “— Origination and Underwriting — Underwriting and Credit Review Process” above.

Ford Credit electronically monitors dealer performance.  This monitoring includes daily payment verifications and monthly analysis of payoffs, aged inventory, over credit line and delinquency reports.  In addition, Ford Credit uses a proprietary dealer behavioral scoring model to perform a monthly statistical analysis of each dealer’s financial and floorplan payment and performance trends and credit line utilization.  For most dealers no further monitoring is required.  If a dealer exhibits adverse payment patterns or trends, Ford Credit will take actions such as contacting the dealer, placing the dealer on higher levels of monitoring and review, conducting an on-site vehicle inventory audit, performing a credit review, suspending the dealer’s credit line or classifying the dealer as status.  Ford Credit’s behavioral scoring model was developed analyzing historical dealer performance to identify key factors that predict a dealer’s ability to meet near-term financial obligations.  Ford Credit regularly reviews its behavioral scoring model and may make adjustments to improve its performance.

Ford Credit regularly reviews dealer financial statements to evaluate the dealer’s financial position.  Dealers typically submit financial statements monthly.  Ford Credit typically performs a credit review for each dealer annually and more frequently reviews certain dealers based on the dealer’s risk rating and total exposure.

Ford Credit regularly audits dealer inventory and dealer sales records to verify that the dealer is in possession of the financed vehicles and is promptly paying each receivable following the sale of the financed vehicle.  The frequency of on-site vehicle inventory audits depends on the dealer’s risk rating.  Under Ford Credit’s policies, on-site vehicle inventory audits of lower risk dealers are conducted only as circumstances warrant, and audits of higher risk dealers are conducted at least once a year, and as often as once every four weeks, and additional audits may be conducted at any time as circumstances warrant.  Overall, a greater number of on-site audits are performed on the higher risk dealers than the minimum number of audits required by Ford Credit’s policies.  The dealer generally receives no advance notice of

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an audit and there are limits on the number of consecutive audits that may be performed by the same lead auditor for a particular dealer.  In every on-site audit, Ford Credit reviews the dealer’s sales records and conducts an inventory of the financed vehicles and reconciles vehicle inventories with Ford Credit’s records of financed vehicles.  An on-site audit cannot be completed or closed, and the auditors generally cannot leave the dealership, until all financed vehicles are accounted for or payment is received for the related receivables.  Ford Credit uses a third-party vendor to perform on-site vehicle inventory audits.  The vendor performs the audits according to Ford Credit’s policies and procedures and provides the results of the audits to Ford Credit.  Ford Credit reconciles each audit to its records and periodically monitors the vendor for compliance with its policies and procedures.

Dealer Status.  Ford Credit will classify a dealer as “status” if the dealer fails to make principal or interest payments when due under the floorplan financing agreement, the dealer is subject to a bankruptcy proceeding, or other circumstances require immediate action.  Ford Credit works with dealers to resolve the circumstances that led to the status classification.

When a dealer account is classified as status, Ford Credit may take one or more of the following actions based on the particular circumstances of the classification:

·demand payment of all or a portion of the related receivables,

·suspend the dealer’s credit lines,

·place Ford Credit employees or security personnel at the dealership,

·secure the dealer inventory by holding vehicle keys and documents evidencing ownership,

·require certified funds for all sold vehicles,

·initiate legal actions to exercise rights under the floorplan financing agreement, or

·increase the dealer’s floorplan interest rate.

If a loss appears imminent, Ford Credit performs an analysis of its security, attempts to liquidate all remaining collateral, enforces any third-party guarantees and charges off any remaining amounts as uncollectible.  Liquidation of the dealer’s inventory may be accomplished by:

·voluntary liquidation in which the dealer reduces its inventory through ordinary course sales to retail customers,

·forced liquidation in which the dealer’s inventory is transferred to another dealer, repurchased by the manufacturer and redistributed or auctioned, or

·voluntary surrender of the dealer’s inventory in which the dealer’s inventory is transferred to another dealer or auctioned.

Benefits of Relationship with Ford.  Ford Credit realizes a number of benefits from its relationship with Ford.  Integrated systems used by Ford, Ford Credit and the dealers provide additional controls for Ford Credit’s dealer floorplan financing business.  Ford-franchised dealers are required to report the sale of each financed vehicle to Ford promptly to register the vehicle warranty and obtain manufacturer sales incentives.  Ford reports vehicle sales information to Ford Credit each day, which allows Ford Credit to track payments of the related receivable immediately following the sale of the financed vehicle.  Ford Credit also has access to a dealer’s monthly financial statements required to be filed with Ford and key performance measures tracked by Ford.  Ford Credit uses this information in its dealer monitoring which allows Ford Credit to track a dealer’s financial status in a timely manner.

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Manufacturer Financial Assistance Programs for Dealers.  Ford has historically provided financial assistance programs for Ford-franchised dealers from time to time in the form of guarantees or capital loans, marketing support and financial and sales incentives.  Ford may also provide incentives or other support to encourage dealers to set aside a portion of their inventory for use as service loaners for customers whose vehicles are in for service or repairs.  This assistance is provided at the option of Ford, and Ford may terminate these programs at any time.  These types of assistance are provided by Ford for the benefit of its dealers, but they do not relieve the dealers of their obligations to Ford Credit.

In addition, Ford provides a limited commitment to repurchase inventory for termination of the sales and service agreement between Ford and each Ford-franchised dealer.  The sales and service agreement may be terminated by the dealer at any time and by Ford for default by the dealer or the occurrence of certain events, such as a material misrepresentation, bankruptcy or failure to comply with laws.  If terminated by the dealer, the dealer may require or, if terminated by Ford, the dealer may request, Ford to repurchase new vehicles and vehicle parts inventory.  Ford generally will repurchase new, current model year vehicles at the wholesale invoice price, less the dealer holdback amount and applicable taxes and vehicle parts inventory at stated percentages of the invoice price.

Dealer Floorplan Portfolio Performance

The following tables show status, loss, payment rates, age distribution and dealer risk rating group distribution information for Ford Credit’s dealer floorplan portfolio, which may be influenced by a variety of economic, market, social, geographic and other factors beyond the control of Ford Credit.  The accounts designated to the trust represent most but not all of Ford Credit’s dealer floorplan portfolio, but generally consist of all of the accounts in Ford Credit’s dealer floorplan portfolio that are eligible to be designated to the trust.  It is not certain whether the status, loss, age distribution, payment rate and dealer risk rating group distribution information for the receivables in the trust will be similar to the historical experience shown below for Ford Credit’s dealer floorplan portfolio.  The percentages in the following tables may not sum to 100% due to rounding.

“Status” Information for Ford Credit’s Dealer Floorplan Portfolio

	months ended            ,		Year ended December 31,
	20	20	20	20	20	20	20
	(Dollars in Millions)
Number of accounts
Number of “status” accounts
Percentage of “status” accounts	__%	__%	__%	__%	__%	__%	__%
Average principal balance(1)	$	$	$	$	$	$	$
Principal balance of “status” receivables	$	$	$	$	$	$	$
Percentage of principal balance of “status” receivables	__%	__%	__%	__%	__%	__%	__%

(1)For periods ending on or after                 , average principal balance is the average of the principal balances of the receivables at the beginning of each month in the period indicated.  For periods ending before                 , average principal balance for each period indicated is the average of the average principal balances for each month in that period based on the average of the daily principal balances for that month.

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Loss Information for Ford Credit’s Dealer Floorplan Portfolio

	months ended            ,		Year ended December 31,
	20	20	20	20	20	20	20
	(Dollars in Millions)
Average principal balance(1)	$___	$___	$___	$___	$___	$___	$___
Net losses (recoveries)(2)	$  __	$  __	$  __	$  __	$  __	$  __	$  __
Net losses/average principal balance(4)	__%	__%	__%	__%	__%	__%	__%
Liquidations(3)	$___	$___	$___	$___	$___	$___	$___
Net losses/liquidations	__%	__%	__%	__%	__%	__%	__%

(1)For periods ending on or after                 , average principal balance is the average of the principal balances of the receivables at the beginning of each month in the period indicated.  For periods ending before                 , average principal balance for each period indicated is the average of the average principal balances for each month in that period based on the average of the daily principal balances for that month.

(2)Net losses in a period are gross losses, including actual losses and estimated losses, less any recoveries, including actual recoveries and reductions in the amount of estimated losses, in each case, for that period.  This loss experience takes into account financial assistance provided by Ford to dealers in limited instances.  If Ford does not provide this assistance in the future, the loss experience of Ford Credit’s dealer floorplan portfolio may be adversely affected.  This loss experience also reflects recoveries from dealer assets other than the financed vehicles.  However, because the interest of the trust in other dealer assets will be subordinated to Ford Credit’s interest in those assets, the net losses experienced by the trust may be higher.

(3)Liquidations represent payments and net losses that reduce the principal balance of the receivables for the period indicated.

(4)For non-annual periods, the percentages are annualized.

Payment Rates(1) of Ford Credit’s Dealer Floorplan Portfolio

	months ended          ,		Year ended December 31,
	20	20	20	20	20	20	20
Highest month	__%	__%	__%	__%	__%	__%	__%
Lowest month	__%	__%	__%	__%	__%	__%	__%
Average of the months in the period	__%	__%	__%	__%	__%	__%	__%

(1)For periods ending on or after                 , the payment rate for a month equals principal collections for the month divided by the principal balance of the receivables at the beginning of that month.  For periods ending before ________, the payment rate for each month equals liquidations divided by average principal balance for that month (each calculated as described in the prior table).

Age Distribution of Ford Credit’s Dealer Floorplan Portfolio

	As of         ,(1)		Year ended December 31,(1)(2)
Days Outstanding	20	20	20	20	20	20	20
1 - 120	__%	__%	__%	__%	__%	__%	__%
121 - 180	__%	__%	__%	__%	__%	__%	__%
181 - 270	__%	__%	__%	__%	__%	__%	__%
Over 270	__%	__%	__%	__%	__%	__%	__%

(1)For dates on and after                 , age distribution is the number of days that each receivable (including in-transit receivables) was financed by Ford Credit, expressed as a percentage of the total principal balance of the receivables as of that date separating the in-transit finance period from the post-delivery finance period.  For dates before                 , the age distribution as of the indicated dates is the number of days that each receivable was financed by Ford Credit (excluding in-transit receivables) expressed as a percentage of the total principal balance of the receivables as of that date.

(2)The age distribution for each year ending December 31 is the average of the age distributions as of the end of each quarter in that year.

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Dealer Risk Rating Group Distribution of Ford Credit’s Dealer Floorplan Portfolio

	As of          ,(1)
	20		20
Dealer Risk Rating Group	Number of Accounts	Principal Balance	Number of Accounts	Principal Balance
Group I	__%	__%	__%	__%
Group II	__%	__%	__%	__%
Group III	__%	__%	__%	__%
Group IV	__%	__%	__%	__%
Other(2)	__%	__%	__%	__%

	As of December 31,(1)
Dealer Risk	20		20		20		20		20
Rating Group	Number of Accounts	Principal Balance	Number of Accounts	Principal Balance	Number of Accounts	Principal Balance	Number of Accounts	Principal Balance	Number of Accounts	Principal Balance
Group I	__%	__%	__%	__%	__%	__%	__%	__%	__%	__%
Group II	__%	__%	__%	__%	__%	__%	__%	__%	__%	__%
Group III	__%	__%	__%	__%	__%	__%	__%	__%	__%	__%
Group IV	__%	__%	__%	__%	__%	__%	__%	__%	__%	__%
Other(2)	__%	__%	__%	__%	__%	__%	__%	__%	__%	__%

(1)Includes accounts designated to the trust that have a zero balance, but excludes accounts not designated to the trust that have a zero balance.

(2)Includes dealers that have no dealer risk rating, generally because Ford Credit only provides in-transit financing for the dealer or because Ford Credit is in the process of terminating the financing for the dealer.

For more information about Ford Credit’s Dealer Floorplan Portfolio, the trust’s security interest in other dealer assets and dealer risk ratings, you should read “— Origination and Underwriting — Security Interests in Vehicles and Other Dealer Assets” and “— Dealer Risk Rating” above.

Material Changes to Servicing Policies and Procedures

[In January 2010, Ford Credit launched a new proprietary behavior scoring model, which uses a number of key performance metrics to statistically analyze a dealer’s financial and floorplan trends each month and provide strategies for monitoring each dealer, if needed.  An updated version of this model was introduced in March 2011.]

For more information about Ford Credit’s servicing policies and procedures, you should read “— Servicing and Dealer Relations” above.

Demands to Repurchase Receivables from Trust Pool

Ford Credit has securitized its dealer floorplan receivables solely through the trust since 2001.  The transaction documents for the trust contain covenants requiring Ford Credit and the depositors to repurchase a receivable for breach of a representation made about a receivable that has a material adverse effect on the receivable and is not corrected before the date the receivable is required to be repurchased.  During the three-year period ended       , 20  , [neither Ford Credit nor any of the depositors, the indenture trustee or the owner trustee received a demand to repurchase any receivable in any series sponsored by Ford Credit, and there was no activity for any demand made before that period.]  [If applicable, Rule 15Ga-1 information to be provided.]  Ford Credit, as securitizer, discloses all repurchase demands and related activity on SEC Form ABS-15G.  Ford Credit filed its most recent Form ABS-15G for repurchase demands with the SEC on February   , 20  .  Ford Credit’s CIK number is 0000038009.

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TRUST PROPERTY

The following description of the trust property summarizes certain parts of the transaction documents, including the receivables purchase agreements, the sale and servicing agreements, the indenture and indenture supplement and the asset representations review agreement, but is not a complete description of these agreements.  For more details about the transaction documents, you should read the forms of the transaction documents that are included as exhibits to the registration statement filed with the SEC that includes this prospectus.

Trust Assets

The primary asset of the trust is a revolving pool of receivables originated in accounts established by Ford Credit with motor vehicle dealers to finance their new and used car, truck and utility vehicle inventory under floorplan financing agreements and sales and service agreements.  The receivables represent:

·	Ford’s rights to receive payments from dealers for their purchase of Ford-manufactured new car, truck and utility vehicle inventory, called “in-transit receivables,”
·	Ford Credit’s rights to receive adjustment fees from Ford for the in-transit receivables, and
·	Ford Credit’s rights to receive payments from dealers for financing of the dealers’ new and used car, truck and utility vehicle inventory.
In addition to the receivables, the trust property will include the following assets:
·	collections on the receivables,
·	security interests in the financed vehicles and in any non-vehicle related security,
·	rights under the transaction documents for the repurchase of receivables,
·	rights related to the receivables under the floorplan financing agreements,
·	rights to funds and investments in the bank accounts of the trust,
·	rights under the transaction documents to credit enhancements for the series, and
·	all proceeds of the above.

Receivables in Designated Accounts

In order for the receivables in an account to be sold by Ford Credit to a depositor, and then sold by that depositor to the trust, the account must be designated to the trust.  At the time an account is designated to the trust, all receivables then existing in that account will be sold to the trust.  Afterwards, all new receivables originated in that account will be sold automatically to the trust, unless the account later becomes an ineligible account or is redesignated.  The accounts that have been designated to the trust represent most of Ford Credit’s U.S. portfolio of dealer floorplan accounts.

Under a sale and assignment agreement, Ford will sell each in-transit receivable to Ford Credit following shipment of the related vehicle to the dealer.  If Ford Credit is the dealer’s finance source for new vehicle inventory, on delivery of the vehicle to the dealer, the in-transit receivable will be assigned by the trust to the depositor in exchange for the related new obligation of the dealer to repay Ford Credit under the dealer’s floorplan financing agreement with Ford Credit.  If a third party is the dealer’s finance source for new vehicle inventory, on delivery of the vehicle to the dealer, Ford will collect payment on the

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third-party financed in-transit receivable from the finance source, on behalf of the dealer, and will forward the payment to Ford Credit on the following business day.  On occasion, after an in-transit receivable is sold to the trust, Ford may suspend delivery of the related vehicle to inspect the vehicle for and address, if necessary, a quality or safety issue that may have occurred during the manufacturing process but that was not identified before the vehicle was released from the factory or customs.  The affected in-transit receivable is removed from the pool balance until delivery of the vehicle resumes.

Eligible Accounts

At the time an account is designated to the trust it must be an eligible account, and the depositors are required to redesignate an account that is no longer an eligible account.  An “eligible account” is an account that:

·was established by Ford or Ford Credit with a motor vehicle dealer under a sales and service agreement or a floorplan financing agreement for the dealer’s car, truck and utility vehicle inventory,

·is in existence and maintained and serviced by Ford Credit,

·relates to a dealer showroom located in the United States,

·is in favor of a dealer not classified by the servicer as status, and

·is an account as to which no material amounts have been charged off as uncollectible at any time within the previous 24 months.

The definition of eligible account may be changed without the consent of the noteholders of any series if:

·the depositors certify that the change will not cause an amortization event or an event of default to occur for any series, or materially and adversely affect the amount or timing of payments to be made to the noteholders of any series, and

·the rating agency condition is satisfied for the rating agencies for each series.

Additional Designated Accounts

Each depositor may designate additional eligible accounts from Ford Credit’s portfolio of dealer floorplan accounts to the trust at any time.  The depositors may be required to designate additional eligible accounts to the trust to maintain the pool balance of the trust at required levels.

On the designation of an additional account, Ford Credit will sell to the related depositor and that depositor will sell to the trust the receivables then existing in the additional account and any receivables originated in the future in that account.

Additional accounts may be designated to the trust subject to the satisfaction of certain conditions, including:

·each depositor has represented that:

—each additional account is an eligible account,

—the additional accounts were not chosen through a selection process that was reasonably believed to be adverse to the interests of the noteholders,

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—it is not insolvent and the sale of the receivables originated in those additional accounts will not result in its insolvency, and

—the addition of the receivables originated in those additional accounts will not cause an amortization event to occur,

·for designations of additional accounts exceeding certain quarterly or annual limits, the rating agency condition has been satisfied for the rating agencies for each series,

·delivery of an opinion of counsel on the validity and enforceability of the assignment of the receivables under the additional accounts, and

·each depositor has certified that each of these conditions has been satisfied.

Redesignation of Accounts

In addition to redesignations for breaches of representations made in connection with a series issuance, accounts may also be redesignated from the trust as described below.  Starting on the redesignation date, the receivables in a redesignated account, including all collections on those receivables, generally will be reassigned by the trust to the related depositor.  On reassignment, the principal balance of the reassigned receivables will be deducted from the pool balance and the depositor interest will be reduced by the same amount.  After the redesignation date, the trust will have no further right to or interest in any receivables originated in a redesignated account.

Eligible Accounts.  The depositors may redesignate eligible accounts and remove from the trust all the receivables originated in those accounts.  The depositors’ rights to redesignate eligible accounts and to remove all the related receivables from the trust will be subject to the satisfaction of certain conditions, including:

·the related depositor has represented that:

—the redesignation will not cause an amortization event to occur or cause the net adjusted pool balance to be less than the required pool balance, and

—the accounts were not chosen through a selection process that was materially adverse to the interests of the noteholders or the depositors,

·the rating agency condition has been satisfied for the rating agencies for each series, and

·the related depositor has certified that each of these conditions has been satisfied.

Ineligible Accounts.  On the first day of the month following the month in which an account becomes an ineligible account, the related depositor must redesignate that account from the trust.  However, in the case of an ineligible account that has been classified as status by the servicer, the existing receivables in the account may remain in the trust notwithstanding the redesignation of the account, or be reassigned to the related depositor to the extent that the receivables do not exceed [3.0]% of the pool balance on a rolling 12-month basis.

The principal balance of reassigned receivables from a redesignated ineligible account will be deducted from the pool balance.  If the deduction would cause the depositor amount to fall below the required depositor amount for any series, the related depositor must deposit the shortfall in the excess funding account.

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In addition, for administrative convenience, if the financing for a dealer has been terminated and the account has an outstanding balance of zero, the account may be removed from the trust without notifying the trust.

Sale of Receivables and Related Security

Under each receivables purchase agreement, Ford Credit will sell to the related depositor on a daily basis all receivables that are originated in dealer floorplan accounts that are designated to the trust.  Under each sale and servicing agreement, the related depositor will sell to the trust on a daily basis these receivables.

Only the receivables originated in the designated accounts will be sold by Ford Credit to the related depositor and sold by that depositor to the trust.  The designated accounts themselves are not sold to the depositors and sold to the trust.  Ford Credit will continue to own the designated accounts and will remain obligated under the terms of the floorplan financing agreements to make all related advances on behalf of the dealers.

A dealer may have multiple dealer floorplan accounts depending on the number of its dealership locations or credit lines.  At the time a dealer account is first designated to the trust, Ford Credit may choose to designate all or only some of the accounts to the trust.

Under each receivables purchase agreement, Ford Credit will sell to the related depositor on a daily basis its rights in:

·receivables in the accounts at the time the accounts were designated to the trust,

·receivables originated in the designated accounts after they were designated to the trust,

·all related security consisting of:

—the security interests granted by the dealers in the financed vehicles,

—security interests granted by a dealer in other dealer assets, such as vehicle parts inventory, equipment, fixtures, accounts and real property, and any guarantees from a dealer or its principals, all of which may be subordinated to the rights of Ford Credit, and

—all related rights under the sale and assignment agreement between Ford and Ford Credit, and

·the proceeds of all of the above.

Under each sale and servicing agreement, each depositor will sell to the trust on a daily basis all of its rights in the assets purchased from Ford Credit under the related receivables purchase agreement, together with all of that depositor’s rights relating to the receivables under the related receivables purchase agreement.

Security Interest.  Ford Credit and the depositors will file financing statements to perfect the trust’s interest in the receivables and the related security.  Ford Credit, as servicer, will mark its computer records to indicate that the receivables have been sold to the related depositor, have been sold by that depositor to the trust, and have been pledged by the trust to the indenture trustee under the indenture.  Ford Credit will provide the depositors and the owner trustee with account schedules showing each designated account and will provide updated schedules if additional accounts are designated or, if requested, if any accounts are redesignated.

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Ford Credit, as servicer, will deliver to the indenture trustee once each year an officer’s certificate affirming that no further action is necessary to maintain the trust’s perfected security interest in the receivables and the related security.

Subordination of Security in Other Dealer Assets.  Ford Credit may make capital loans, mortgage loans or other advances to a dealer or its affiliates that may also be secured by the financed vehicles and other dealer assets.  A default under one of those loans may result in a default under the dealer’s floorplan financing agreement with Ford Credit.  In Ford Credit’s discretion, the security interests transferred to the trust in other dealer assets may be subordinated to Ford Credit’s senior security interest in those assets.  In each receivables purchase agreement, Ford Credit will agree not to assert its security interest in any financed vehicle until the trust is paid in full on the receivable secured by the financed vehicle.  However, Ford Credit, in its discretion, may enforce its security interest on other dealer assets for its own benefit before the trust is permitted to do so.  Because the trust will have a subordinate position in other dealer assets, it may not realize any proceeds from these assets.

For more information about the security interests in the trust property, you should read “Sponsor and Servicer — Origination and Underwriting — Security Interests in Vehicles and Other Dealer Assets,” “Risk Factors — Bankruptcy of Ford Credit could result in accelerated, reduced or delayed payments on your notes” and “Important Legal Considerations.”

Trust Pool

The following information relates to the trust’s pool of dealer floorplan receivables originated in accounts designated to the trust.  Because the designated accounts and the receivables will change over time, the following information is not necessarily indicative of the composition of the trust pool on another date.

Key Information for Trust Pool.  On _____, 20__, the accounts designated to the trust and the receivables in the trust had the following characteristics:

·There were ____ designated accounts and the total principal balance of receivables originated in these accounts was $____________.  _____ designated accounts had a zero balance.

·The average principal balance of receivables per designated account was $_________.  Excluding designated accounts with a zero balance, the average principal balance of receivables per designated account was $___________.

·The weighted average spread over the prime rate charged on the receivables was [__]% per annum.

·The manufacturer overconcentration, the dealer overconcentration, the development dealer overconcentration, the fleet vehicle overconcentration, the medium and heavy truck overconcentration and the used vehicle (including program vehicles) overconcentration were each [zero].

·The total principal balance of ineligible receivables was $_____________.

·[The total outstanding balance of principal receivables relating to accounts that have been classified as “status” for longer than 31 days was zero.]

For more information about overconcentrations and ineligible receivables, you should read “Description of the Notes — Ineligible Receivables and Overconcentration Amounts.”

Ford Credit does not consider any of the receivables in the trust on ____, 20__, to be exceptions to its underwriting standards described in “Sponsor and Servicer — Origination and Underwriting.”

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The following tables show the geographic distribution[,][and] account balance distribution [and status distribution] of the trust pool on ________, 20__.  The percentages in the following tables may not sum to 100.0% due to rounding.

Geographic Distribution of Trust Pool

State(1)	Principal Balance	Percentage of Total Principal Balance	Number of Designated Accounts	Percentage of Total Number of Designated Accounts
[State]	$	___%		___%
[State]		___		___
[State]		___		___
[State]		___		___
Other(2)		___		___
Total	$	___%		___%

(1)Based on the location of the related dealer showroom.

(2)No other state represents more than 5.0% of the principal balance of receivables owned by the trust.

Account Balance Distribution of Trust Pool

Range of Account Balances	Principal Balance	Percentage of Total Principal Balance	Number of Designated Accounts	Percentage of Total Number of Designated Accounts
$999,999.99 or lower	$	___%		___%
$1,000,000.00 to $2,499,999.99		___		___
$2,500,000.00 to $4,999,999.99		___		___
$5,000,000.00 to $7,499,999.99		___		___
$7,500,000.00 to $9,999,999.99		___		___
$10,000,000.00 or higher		___		___
Total	$	___%		___%

[Status Distribution of Trust Pool

Number of Days(1) Since Redesignation of Status Account	Principal Balance in Redesignated Status Accounts	Percentage of Total Principal Balance	Number of Redesignated Status Accounts(2)	Percentage of Total Number of Designated Accounts
1 – 30	$	___%		___%
31 – 60		___%		___%
61 – 90		___%		___%
91 – 120		___%		___%
121 – 150		___%		___%
151 – 180		___%		___%
Total	$	___%		___%

(1)For purposes of this table each month is assumed to have 30 days.

(2)Represents redesignated status dealers that have a balance at the end of the calendar quarter.]

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Static Pool Information About Trust Pool.  The accounts designated to the trust represent most but not all of Ford Credit’s dealer floorplan portfolio, but generally consist of all of the accounts in Ford Credit’s dealer floorplan portfolio that are eligible to be designated to the trust and consistent with any overconcentration limits.  As a result, Ford Credit does not have other pools of dealer floorplan receivables that are similar to the trust pool, and treats the historical information about the trust pool as its “static pool” information for securitizations of dealer floorplan receivables.

The following tables show status, loss, age distribution, monthly payment rates and dealer risk rating group distribution information for the trust pool, which may be influenced by a variety of economic, market, social and geographic conditions and other factors beyond the control of Ford Credit.  Because the designated accounts and the receivables will change over time, the actual experience of the trust pool may differ from that shown below.  It is not certain whether the information for the trust pool in the future will be similar to the historical experience for the trust pool shown below.  The percentages may not sum to 100.0% due to rounding.

“Status” Information for the Trust Pool

[As described in “Trust Property — Redesignation of Accounts — Ineligible Accounts,” each depositor must redesignate status accounts from the trust each month and may, at its option, also accept reassignment of the related receivables.  Since _________, 20__, the depositors have exercised this option, so no status accounts or receivables have been included in the trust pool as of the first day of any month during that period.  However, the depositors are not required to exercise this option, so status receivables could be in the trust pool in the future.]

[Status table to be included if status receivables remain in the trust pool for greater than 31 days.]

	___ months ended _______,		Year ended December 31,
	20__	20__	20__	20__	20__	20__	20__
	(Dollars in Millions)
Number of accounts
Number of redesignated “status” accounts
Percentage of redesignated “status” accounts	__%	__%	__%	__%	__%	__%	__%
Average principal balance(1)	$_______	$_______	$_______	$_______	$_______	$_______	$_______
Principal balance of “status” receivables	$_______	$_______	$_______	$_______	$_______	$_______	$_______
Percentage of principal balance of “status” receivables	__%	__%	__%	__%	__%	__%	__%

(1)For periods ending on or after ________________, average principal balance is the average of the principal balances of the receivables at the beginning of each month in the period indicated.  For periods ending before ________________, average principal balance for each period indicated is the average of the average principal balances for each month in that period based on the average of the daily principal balances for that month.]

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Loss Information(1) for the Trust Pool

	___ months ended _______,		Year ended December 31,
	20__	20__	20__	20__	20__	20__	20__
	(Dollars in Millions)
Average principal balance (2)	$______	$______	$______	$______	$______	$______	$______
Net losses (recoveries)(3)	$______	$______	$______	$______	$______	$______	$______
Net losses/average principal balance(4)	____%	____%	____%	____%	____%	____%	____%

(1)[The trust has not experienced a loss on the trust pool during the periods above because the depositors removed the receivables in the accounts redesignated from the trust when the dealer was classified as status.  However, the depositors are not required to do so, and they may not continue to do so in the future.]

(2)Average principal balance is the average of the principal balances of the receivables at the beginning of each month in the period indicated.

(3)Net losses in a period are gross losses, including actual losses and estimated losses, less any recoveries, including actual recoveries and reductions in the amount of estimated losses, in each case, for that period.  Recoveries include amounts received from other dealer assets securing the receivables in addition to the financed vehicles.

(4)For non-annual periods, the percentages are annualized.

Monthly Payment Rates(1) of the Trust Pool

	___ months ended _________,		Year ended December 31,
	20__	20__	20__	20__	20__	20__	20__
Highest month	___%	___%	___%	___%	___%	___%	___%
Lowest month	___%	___%	___%	___%	___%	___%	___%
Average of the months in the period	___%	___%	___%	___%	___%	___%	___%

(1)The “monthly payment rate” for a month equals the principal collections for the month divided by the principal balance of the receivables at the beginning of the month.

Age Distribution(1) of the Trust Pool

	As of ______,		As of December 31,
Days Outstanding	20__	20__	20__	20__	20__	20__	20__
1 - 120	___%	___%	___%	___%	___%	___%	___%
121 - 180	___%	___%	___%	___%	___%	___%	___%
181 - 270	___%	___%	___%	___%	___%	___%	___%
Over 270	___%	___%	___%	___%	___%	___%	___%

(1)Age distribution is the number of days that each receivable was financed by Ford Credit, expressed as a percentage of the total principal balance of the receivables.  For receivables relating to Ford-manufactured or Ford-distributed new vehicles, the age distribution separately takes into account the in-transit period.  The age distribution measures, in the case of those receivables relating to Ford-manufactured or Ford-distributed new vehicles that are in-transit, the age of those receivables from the date the related vehicles were released from the factory or customs and, in the case of those receivables relating to Ford-manufactured or Ford-distributed new vehicles that have been delivered to the dealer, the age of those receivables from the date the related vehicles were actually delivered to the dealer.

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Dealer Risk Rating Group Distribution of the Trust Pool

Dealer Risk Rating	As of _________,(1)
Group	20__		20__
	Number of Accounts	Principal Balance	Number of Accounts	Principal Balance
Group I	___%	___%	___%	___%
Group II	___%	___%	___%	___%
Group III	___%	___%	___%	___%
Group IV	___%	___%	___%	___%
Other(2)	___%	___%	___%	___%

Dealer Risk	As of December 31,(1)
Rating Group	20__		20__		20__		20__		20__
	Number of Accounts	Principal Balance	Number of Accounts	Principal Balance	Number of Accounts	Principal Balance	Number of Accounts	Principal Balance	Number of Accounts	Principal Balance
Group I	___%	___%	___%	___%	___%	___%	___%	___%	___%	___%
Group II	___%	___%	___%	___%	___%	___%	___%	___%	___%	___%
Group III	___%	___%	___%	___%	___%	___%	___%	___%	___%	___%
Group IV	___%	___%	___%	___%	___%	___%	___%	___%	___%	___%
Other(2)	___%	___%	___%	___%	___%	___%	___%	___%	___%	___%

(1)Includes accounts designated to the trust that had a zero balance.

(2)Includes dealers that have no dealer risk rating, generally because Ford Credit only provides in-transit financing for the dealers or because Ford Credit is in the process of terminating the financing for the dealer.

For more information about dealer risk ratings, you should read “— Origination and Underwriting — Dealer Risk Rating” above.

Graphical Presentation of Information About
Ford Credit’s Dealer Floorplan Portfolio and the Trust Pool

The following charts show net losses for Ford Credit’s dealer floorplan portfolio and the trust pool, three-month average monthly payment rates for the trust pool and dealer risk ratings for the trust pool.

Floorplan Portfolio Net Losses (Recoveries) as a Percent of Average Principal Balance	Trust Pool Net Losses (Recoveries) as a Percent of Average Principal Balance

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Trust Pool Three-Month Average of Monthly Principal Payment Rate(1)	Trust Pool Dealer Risk Ratings

(1)For the non-annual periods, the percentages are annualized.

(2)Estimated days’ supply derived from payment rate.

Depositors’ Review of Trust Pool

The depositors performed a review of the trust’s portfolio of dealer floorplan receivables and the accounts designated to the trust designed and effected to provide reasonable assurance that the disclosures about the trust pool in this prospectus are accurate in all material respects.  This review covered the entire portfolio of dealer floorplan receivables in the trust, not just a sample, and consisted of a statistical data review, daily system account and receivable eligibility validation, daily system receivables balance and payment validation, reviews of data and information by securitization funding personnel and reviews of factual information by senior management and legal office personnel of Ford Credit, and is supported by Ford Credit’s business and systems control processes.  The depositors consulted with, and were assisted by, responsible personnel of Ford Credit in performing the review.  The depositors also engaged a third party to assist it in its statistical data review using procedures designed and established by the depositors and determined by the depositors to be sufficient for purposes of their review of the trust pool.  The depositors take full responsibility for the review of the trust pool, the work performed by Ford Credit and third parties and the findings and conclusions of that review.

A daily automated quality assurance review and validation of the accounts designated to the trust and the trust’s portfolio of receivables is performed in which systemic filters are used to confirm that the designated accounts and the receivables meet the eligibility criteria described in “Trust Property — Eligible Accounts” and “— Representations About Receivables” that are systematically verifiable.  If an account designated to the trust does not meet the eligibility criteria, the account is identified, reviewed and approved by Ford Credit securitization funding personnel for redesignation out of the trust on the first business day of the next month as described in “Trust Property — Redesignation of Accounts.”  Once an account was redesignated from the trust, systemic filters prohibit any new receivables originated under the redesignated account from being transferred to the trust.  In certain circumstances, receivables originated in an account before redesignation may remain in the trust according to the transaction documents.  A receivable that does not meet the eligibility criteria is also identified on a daily basis and, provided the receivable was originated under an eligible account and the principal balance of the receivable is included in the incremental subordinated amount for the related month, which will result in a corresponding increase in the available subordinated amount, the receivable may remain in the trust according to the transaction documents.  Securitization funding personnel have reviewed and confirmed that the systemic filters used in the daily automated quality assurance review accurately reflect the eligibility criteria described in this prospectus and the transaction documents.  [No ineligible accounts or ineligible receivables without corresponding incremental subordination were identified during the daily review and validation performed on ____, 20__, which is the date of the statistical information presented in this prospectus.]

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The trust pool composition, stratification tables and other trust pool information in “Summary — Trust Property” and “Trust Property” were systematically created by Ford Credit’s securitization system or calculated from data in Ford Credit’s securitization system or other source data by Ford Credit’s securitization funding personnel.  Ford Credit securitization funding personnel reviewed and verified the data and information in these sections as consistent with the data and information from Ford Credit’s securitization system and other source data.  In addition, the data and information in these tables were recalculated and confirmed to be consistent with the data and information from the securitization system and other source data.  [The depositors found no discrepancies in the trust pool composition, stratification tables or other trust pool information in these sections.]

A daily validation process is performed by Ford Credit in which the aggregate principal and non-principal balances of the receivables, which includes fees, flat charges, interest and other non-principal amounts, and the cumulative principal and non-principal payments assessed and paid on those receivables, transferred from Ford Credit’s receivables system and other system sources to Ford Credit’s securitization system are systemically verified back to the source systems.  Any discrepancies between the securitization system and source system balances are identified on a daily basis, investigated, reconciled and reviewed with securitization funding personnel and relevant senior managers of Ford Credit during a monthly servicing review.  [No discrepancies were found as a result of the daily validation process performed on ____, 20__, which is the date of the statistical information presented in this prospectus.]

The depositors confirmed with senior management and legal office personnel of Ford Credit that they performed a comprehensive management and legal review of the information about the trust’s portfolio of receivables and the accounts designated to the trust in this prospectus.  The descriptions of the general information about the accounts designated to the trust and the receivables and how those receivables were originated were reviewed and confirmed as accurate by relevant senior managers and legal office personnel at Ford Credit.  Ford Credit legal office personnel also reviewed and confirmed that the descriptions of the material terms of the accounts and receivables accurately reflect the terms of the floorplan financing agreements and sales and service agreements under which Ford Credit finances the motor vehicle dealers’ inventory, that the descriptions of the legal and regulatory considerations that may materially affect the performance of the receivables accurately reflect current federal and state law and regulations and case law precedents and that the summary of the representations and the remedies available for breach of these representations accurately reflect the terms of the securitization transaction documents.

Given the long-standing and ongoing nature of Ford Credit’s relationship with its dealer floorplan customers, Ford Credit also performs a credit review of each dealer at least annually.  During the annual credit review process, Ford Credit personnel obtain current information on the dealer and review and verify that the information about the dealer, the dealer’s floorplan credit lines and the dealer’s risk rating in Ford Credit’s systems is accurate and up to date.

The depositors’ review of the trust’s portfolio of receivables and the accounts designated to the trust is supported by Ford Credit’s extensive control processes used in the day-to-day operation of its business.  These controls include financial reporting controls required by the Sarbanes-Oxley Act, regular internal reviews of key business functions, including establishment of credit lines and origination of receivables, servicing and systems processing, controls to verify compliance with procedures and legal requirements and quality assurance reviews for credit decisions, establishment of credit lines and securitization processes.  In addition, Ford Credit uses an integrated network of computer applications to make certain that information about the dealers, their accounts and the receivables originated under the accounts is accurately entered, captured, updated and maintained in its receivables and other systems.  These computer systems are subject to change control processes, automated controls testing and control review programs to determine whether systems controls are operating effectively and accurately.  All of these controls and procedures ensure integrity of data and information and accuracy of securitization disclosures.

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After completion of the review described above, the depositors have concluded that they have reasonable assurance that the disclosure about the trust’s portfolio of receivables and the accounts designated to the trust in this prospectus is accurate in all material respects.

Representations About Receivables

When the trust issues a series, Ford Credit will represent to each depositor, and each depositor will represent to the trust, that each receivables purchase agreement and each sale and servicing agreement, is a valid sale and assignment of all rights in the receivables, the related security and that the related depositor or the trust will have a first priority perfected ownership interest in those sold assets, except for the lien of the indenture.

At the time a receivable is sold to the trust, it must be an eligible receivable.  An “eligible receivable” is a receivable that satisfies the eligibility criteria in the sale and servicing agreements.  Generally, these criteria relate to the legal requirements governing the origination and the sale of the receivables, the terms of the floorplan financing agreements under which the receivables were originated and the ownership and security interests in the receivables, and include that each receivable:

·except for any adjustment fees payable by Ford, is secured by a perfected first priority security interest in the financed vehicle,

·is a receivable as to which the trust will have good and marketable title to the receivable, free and clear of all liens, other than the lien of the indenture,

·except for any adjustment fees payable by Ford, will be the legal and assignable payment obligation of the related dealer,

·as to any adjustment fees payable by Ford, will be the legal and assignable payment obligation of Ford, and

·is not subject to a right of rescission, setoff or other defense,

The definition of eligible receivable may be changed without the consent of the noteholders if:

·each depositor certifies that the change will not cause an amortization event or an event of default to occur for any series, or materially and adversely affect the amount or timing of payments to be made to the noteholders of any series; and

·the rating agency condition is satisfied for the rating agencies for each series.

The depositors may sell ineligible receivables originated in designated eligible accounts to the trust so long as the available subordinated amount for each series is increased as described in “Credit Enhancement — Available Subordinated Amount.”

Ford Credit will make representations to each depositor, and each depositor will make representations to the trust, about the designated accounts and the receivables sold to the trust, including:

·at the time an account is designated, or as of the first day of the month in which the trust issues a series, the account is an eligible account,

·at the time an account is designated, the account was not chosen through a selection process that was reasonably believed to be adverse to the interest of the noteholders,

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·at the time of sale, each receivable is sold free and clear of liens, except the lien of the indenture, and

·at the time of sale, each receivable being sold is (a) an eligible receivable or (b) an ineligible receivable, so long as the available subordinated amount for each series is increased as described in “Credit Enhancement — Available Subordinated Amount.”

Obligation to Repurchase Receivables

If a depositor knows, or receives notice from the trust, the owner trustee or the indenture trustee that a representation about a receivable was untrue when made and the breach has a material adverse effect on the receivable, that depositor must accept reassignment of or repurchase the receivable.  If the breach relates to the eligibility of a designated account, the account will be redesignated and all the receivables originated in that account will be reassigned to the related depositor.  In addition, a noteholder may make a request or demand that a receivable be repurchased due to a breach of a representation made about the receivables and the indenture trustee will notify Ford Credit of any noteholder request or demand it receives.

Ford Credit and the depositors will be considered to know about a breach if a designated employee of Ford or Ford Credit who is responsible for the securitization transaction, or a “responsible person,”  has actual knowledge of the breach.  Ford Credit and the depositors will designate to the indenture trustee its responsible persons for this purpose.  A noteholder may obtain a list of responsible persons by request to the indenture trustee or the depositor.

None of the indenture trustee, the owner trustee, the asset representations reviewer or the servicer are obligated to monitor the receivables or investigate whether any representations have been breached.

If Ford Credit or a depositor knows of a breach or receives notice of a breach, a repurchase request or demand or a review report from the asset representations reviewer indicating that a test was failed for a receivable, Ford Credit or the related depositor will investigate the receivable or receivables to confirm whether a breach occurred and determine if it has a material adverse effect on any receivable.  Ford Credit will report any requests or demands to repurchase receivables and related activity and status on SEC Form ABS-15G.

If a reassignment is required, the related depositor will accept reassignment of the receivable on or before the first day of the month that starts more than 60 days following the discovery or notice, unless it corrects the breach in all material respects before that date.  On the reassignment date, the principal balance of the receivable will be deducted from the pool balance and the depositor interest will be reduced.  If the deduction would cause the depositor amount to fall below the required depositor amount for any series, that depositor must deposit the shortfall in the excess funding account on the day the reassignment occurs.  If a depositor is required to accept reassignment of a receivable as a result of a breach of a representation, Ford Credit will repurchase the receivable for an amount equal to the amount that depositor is required to pay under the related sale and servicing agreement.  Ford Credit will indemnify the depositors against losses incurred by the depositors if a representation is materially false.

These reassignment and repurchase obligations will be the sole remedy of the trust, the indenture trustee and the noteholders for any losses resulting from a breach of the representations of Ford Credit or the depositor about the receivables.

Asset Representations Review

If two triggers are met, the asset representations reviewer will perform a review of certain receivables to test for compliance with the representations made by Ford Credit and the depositor about the receivables and the related account.  The first condition is a “status trigger,” that will occur if the aggregate principal balance of receivables in accounts in the trust pool that have been classified as

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“status” by the servicer as a percentage of the pool balance of the trust pool as of the end of a month meets or exceeds the status trigger set by Ford Credit as described in “— Status Trigger” below.  If the status trigger occurs, it will be reported on the investor report for that month and reported in the Form 10-D for that month.  The second trigger is a voting trigger that will be met if, following the occurrence of a status trigger, the noteholders of at least 5% of the principal amount of the Series 20__-__ notes demand a vote and, subject to a 5% voting quorum, the noteholders of a majority of the principal amount of the notes that are voted vote to perform a review.

Status Trigger.  If the aggregate principal balance of receivables in accounts in the trust pool that have been classified as “status” by the servicer as a percentage of the pool balance of the trust pool as of the end of the month exceeds [11.1]%, the status trigger will occur.  The servicer may classify an account as “status” if the dealer fails to make a required payment, the dealer files for bankruptcy or for other reasons as described in “Sponsor and Servicer — Servicing and Dealer Relations — Dealer Status.”  The principal balance of a status account includes the principal balance of all receivables in the account, including defaulted, charged-off and ineligible receivables.

Ford Credit developed the status trigger by considering the principal balance of receivables in accounts in Ford Credit’s U.S. dealer floorplan portfolio that have been classified as “status” by Ford Credit as a percentage of the pool balance of the trust pool at the end of each month since [January 2008].  Ford Credit considered this percentage from its U.S. dealer floorplan portfolio instead of from the trust pool, because Ford Credit has historically reassigned all receivables in status accounts redesignated from the trust pool, although it is not obligated to do so.  Ford Credit then applied a multiple of [three] to the highest monthly status percentage of approximately [3.7]%, which occurred in [February 2009].  This multiple results in a status trigger which is below the cumulative net losses on the receivables that are expected to cause the class [D] notes to realize the first dollar loss.  By aligning this multiple with the maximum level of credit losses that the class [D] notes are expected to be able to withstand without a loss, Ford Credit believes the status trigger provides an appropriate threshold for when noteholders may benefit from an asset representations review.

Ford Credit believes that the status trigger is appropriate based on:

·its experience with status declarations in both its U.S. dealer floorplan portfolio and the trust pool, and

·its assessment of the amount of receivables in accounts designated by the servicer as status, which has been stressed to assume a complete loss, that could result in a risk of loss to noteholders of the most junior notes offered in its securitization transactions.

For Ford Credit’s dealer floorplan portfolio since [2008], the principal balance of receivables in accounts that have been classified as “status” by the servicer as a percentage of the pool balance of the trust pool at the end of each month has ranged from ___% to ___%.  The following chart shows the monthly aggregate principal balance of receivables in accounts in Ford Credit’s dealer floorplan portfolio that have been classified as “status” by the servicer as a percentage of the end-of-month pool balance of the trust pool since 20__ compared to the status trigger established for this securitization transaction.

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Ford Credit has chosen to use a status trigger instead of a delinquency trigger because it believes that the “status” classification is more relevant for a dealer floorplan portfolio.  While interest charges on an account are payable monthly, principal payments are not scheduled, but rather are payable on demand or on the sale of the vehicle.  Principal payments may be required as often as daily, and account balances may fluctuate daily as vehicles are sold and new inventory is delivered.  As a result, Ford Credit typically reviews dealer payment activity on a daily or weekly basis, and would declare a dealer account “status” well before the account has been delinquent for 30 or more days, making traditional delinquency information immaterial.

Voting Trigger.  If the status trigger occurs on the last day of a month, a Series 20__-__ noteholder may demand that the indenture trustee call a vote of all Series 20__-__ noteholders on whether to direct the asset representations reviewer to perform a review.  If noteholders of at least 5% of the principal amount of the Series 20__-__ notes demand a vote within 90 days after the filing of the Form 10-D reporting the occurrence of the status trigger, the indenture trustee, will submit the matter to a vote of all Series 20__-__ noteholders through DTC.  The vote will remain open until the 150th day after the filing of that Form 10-D.  Assuming a voting quorum of Series 20__-_ noteholders holding at least 5% of the principal amount of the Series 20__-_ notes is reached, if the noteholders of a majority of the principal amount of the Series 20__-__ notes that are voted vote to direct a review, the indenture trustee will notify the asset representations reviewer and the servicer to start a review.  If the requirements of the voting trigger are not met within these time periods, no asset representations review will occur for that occurrence of the status trigger.

Asset Representations Review Process.  The review will be performed on each receivable in the trust pool in an account that has been classified as “status” by the servicer at the end of the month before the voting trigger is met and on any receivables in the trust on that date related to prior “status” accounts that are no longer in the trust, or the “review receivables.”  Within 60 days of the receipt of a review notice, the servicer will give the asset representations reviewer access to the account file and related receivable documentation and other information necessary for the review.  Upon receiving access to the review materials, the asset representations reviewer will start its review of the review receivables and complete its review within 60 days after receiving access to all review materials.  This period may be extended by up to an additional 30 days if the asset representations reviewer detects missing review materials that are subsequently provided within the 60-day period or requires clarification of any review

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materials or testing procedures.  The review will consist of performing specific tests for each representation and each review receivable, and determining whether each test was passed or failed.  If the servicer notifies the asset representations reviewer that a review receivable was paid in full or purchased from the trust before the review report is delivered, the asset representation reviewer will terminate the tests of that review receivable and the review of that review receivable will be considered complete.

The review tests were designed by Ford Credit to determine whether a review receivable (other than receivables that were ineligible receivables at the time of sale to the trust and are included in the incremental subordinated amount) was not in compliance with the representations made about it and the related account in the transaction documents at the relevant time, which is usually the time the receivable was sold to the trust or as of the closing date.  There may be multiple tests for each representation.  The review is not designed to determine why the dealer was classified status or the creditworthiness of the dealer.  The review is not designed to determine whether the receivable or the account was serviced in compliance with the sale and servicing agreements.  The review is not designed to establish cause, materiality or recourse for any failed test.  The review is not designed to determine whether Ford Credit’s origination, underwriting and servicing policies and procedures are adequate, reasonable or prudent.

Review Report.  Within five days after completion of the review, the asset representations reviewer will provide a report to the trust, the servicer and the indenture trustee on the test results for each review receivable and each representation, including any review receivable for which the tests were considered complete, and the related reason.  The asset representations reviewer is not responsible for determining whether noncompliance with any representation is a breach of the transaction documents or if any receivable is required to be repurchased.

On delivery of the review report, the asset representations reviewer will be entitled to receive a review fee of up to $_____ for each receivable tested in the review.  If more than one series vote for a review, the review fee will be allocated to each such series pro rata.  On receipt of the report, the review fee will be paid to the asset representations reviewer according to the priority of payments as described in “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items.”  A summary of the report of the asset representations review will be included in the Form 10-D for the trust in the next month.

For more information about the asset representations reviewer, you should read “Transaction Parties — Asset Representations Reviewer.”

Dispute Resolution for Repurchase Requests

If a request is made for the repurchase of a receivable due to a breach of a representation made about the receivables, and the repurchase is not resolved within 180 days after Ford Credit or a depositor receives notice of the repurchase request, the requesting party, including a noteholder, will have the right to refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration.  The requesting party must start the mediation or arbitration proceeding according to the applicable rules of the mediation or arbitration organization within 90 days after the end of the 180-day period.  Ford Credit and the depositors must agree to participate in the selected resolution method.  Dispute resolution to resolve repurchase requests will be available regardless of whether the noteholders voted to direct an asset representations review or whether the status trigger occurred.  However, if the receivable subject to a repurchase request was part of an asset representations review and the the asset representations review report states that no tests were failed for the receivable, the repurchase request for the receivable will be deemed to be resolved.

A mediation or arbitration will be administered by [The American Arbitration Association] using its mediation or arbitration rules in effect at the time of the proceeding.  If [The American Arbitration Association] no longer exists, or if its rules would no longer permit mediation or arbitration of the dispute, the matter will be administered by another nationally recognized mediation or arbitration organization

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selected by Ford Credit, using its relevant rules then in effect.  However, if any rules of the mediation or arbitration organization are inconsistent with the procedures for the mediation or arbitration stated in the transaction documents, the procedures in the transaction documents will control.  Any mediation or arbitration will be held in New York City at the offices of the mediator or arbitrator or at another location selected by Ford Credit or the depositors.  Any party or witness may appear by teleconference or video conference.

A single mediator or arbitrator will be selected by the mediation or arbitration organization from a list of neutrals maintained by it according to its mediation or arbitration rules then in effect.  The mediator or arbitrator must be impartial, an attorney admitted to practice in the state of New York and have at least [15] years of experience in commercial litigation and, if possible, commercial finance or asset-backed securitization matters.

For a mediation, the proceeding will start within [15] days after the selection of the mediator and conclude within [30] days after the start of the mediation.  Expenses of the mediation will be allocated among the parties as mutually agreed by the parties as part of the mediation.  If the parties fail to agree at the completion of the mediation, the requesting party may refer the repurchase request to arbitration.

For an arbitration, the arbitrator will have the authority to schedule, hear and determine any motions, including dispositive and discovery motions, according to New York law, and will do so at the motion of any party.  Discovery will be completed with [30] days of selection of the arbitrator and will be limited for each party to [two] witness depositions not to exceed five hours, [two] interrogatories, [one] document request and [one] request for admissions.  However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary.  Briefs will be limited to no more than [ten] pages each, and will be limited to initial statements of the case, discovery motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no later than [60] days after the selection of the arbitrator and will proceed for no more than [six] consecutive business days with equal time allocated to each party for the presentation of direct evidence and cross examination.  The arbitrator may allow additional time for discovery and hearing on a showing of good cause or or due to unavoidable delays.

The arbitrator will make its final determination in writing no later than [90] days after its selection.  The arbitrator will resolve the dispute according to the transaction documents, and may not modify or change the transaction documents in any way or award remedies not consistent with the transaction documents.  The arbitrator will not have the power to award punitive or consequential damages.  In its final determination, the arbitrator will determine and award the expenses of the arbitration to the parties in its reasonable discretion.  The final determination of the arbitrator will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be entered and enforced in any court with jurisdiction over the parties and the matter.  By selecting arbitration, the requesting party is giving up its right to sue in court, including the right to a trial by jury.

Neither the depositors nor the sponsor will be required to produce personally identifiable customer information for purposes of any mediation or arbitration.  Each party to the mediation or arbitration will agree to keep the details of the repurchase request and the dispute resolution confidential.

POOL BALANCE, DEPOSITOR AMOUNT AND ALLOCATIONS

Required Pool Balance

The principal balance of the receivables owned by the trust, or the “pool balance”, will vary each day as new receivables are originated in designated accounts and others are paid, charged off or adjusted.  In addition, the pool balance will increase when additional accounts are designated to the trust and the receivables in those accounts are sold to the trust.  The pool balance will decrease when an account is redesignated from the trust and the receivables in those accounts are repurchased by the depositor or receivables are removed from the trust.

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The trust must maintain a pool balance sufficient to support all the series, including excess receivables required to provide enhancement for each series.  The “required pool balance” will equal:

·the sum of the required pool percentages for each series, multiplied by their respective initial note balances, plus

·the sum of the required subordinated amounts for each series.

If the pool balance (adjusted for amounts held for payment to noteholders or collections allocated to series in an accumulation or amortization period) falls below the required pool balance, then collections allocable to the depositor interest will be deposited in the excess funding account to make up for the shortfall.  The “adjusted pool balance” will equal the sum of the pool balance plus the amount in the excess funding account.

For more information about the excess funding account and how funds are deposited in and withdrawn from the excess funding account, you should read “— Excess Funding Account” below.

Required Depositor Amount

The pool balance generally will be allocated between the depositor amount, on one hand, and the invested amount for all the series, on the other.  The “depositor amount” will be the amount equal to the excess of the adjusted pool balance over the sum of the adjusted invested amounts of all series.  The invested amount for a series generally will equal the note balance of that series.  As a result, the depositor amount generally will increase to reflect reductions in the invested amount when a series or class is amortizing and will also change as the pool balance changes.  The depositor amount will be reduced as a result of the issuance of new series.

The “required depositor amount” will equal:

·the sum of the products for each series of (a) the excess of the required pool percentage for the series over 100%, multiplied by (b) its initial invested amount or, in the case of variable funding notes, its invested amount as of the start of its most recent revolving period, plus

·the sum of the required subordinated amounts for each series on the prior determination date (after giving effect to changes in the amount on the related payment date).

If the depositor amount falls below the required depositor amount, the depositors will be required to either designate additional eligible accounts to the trust and sell the receivables in those accounts to the trust or deposit funds in the excess funding account to make up for the shortfall.

Investor Percentage and Depositor Percentage

Interest collections and principal collections on the receivables and certain other amounts will be allocated among each series and the depositors.  Allocations to each series will be based on the investor percentage for each series.  Allocations to the depositors will be based on the depositor percentage.

The “investor percentage” for a series generally will be based on its invested amount or adjusted invested amount compared to the pool balance.  On issuance, the invested amount of a series will be its initial note balance and is expected to remain equal to its initial note balance until its expected final payment date.  The “invested amount” for a series will equal:

·the initial note balance of that series, minus

·the amount of principal previously paid to the noteholders of that series, minus

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·the cumulative amount of principal collections used to pay interest on the notes of that series that were not reimbursed from interest collections, minus

·the cumulative amount of defaulted receivables for that series that was not reimbursed from interest collections, plus

·in the case of a series of variable funding notes, the principal amount of any advances.

The invested amount will be adjusted to the “adjusted invested amount,” which will equal:

·the invested amount for that series, minus

·the amount in that series’ principal funding account, minus

·for the purpose of calculating the depositor amount during an accumulation period or amortization period for that series, the amount of principal collections in the collection account allocable to that series.

The “depositor percentage” will equal 100% minus the sum of the investor percentages for all series.

Allocation and Application of Collections

The trust will receive interest collections and principal collections on the receivables.

“Interest collections” will be the sum of:

·all payments received under a dealer’s floorplan financing agreement that constitute interest or other charges, and applied by the servicer to the dealer’s receivables, plus

·all net investment earnings on the collection account, the excess funding account and the back-up servicer reserve account, plus

·all amounts recovered on defaulted receivables.

“Principal collections” will be the sum of:

·all payments received under a dealer’s floorplan financing agreement that constitute principal and are applied by the servicer to the dealer’s receivables, plus

·all payments under a dealer’s cash management agreement,

excluding, in each case, all amounts recovered on defaulted receivables.

Assignments by the trust to the depositors of the rights to receive payments from dealers on delivery of purchased Ford-manufactured new vehicles in exchange for related advances made by Ford Credit under the related floorplan financing agreements will not be included as a part of principal collections and will be disregarded for purposes of determining the monthly principal payment rate of the receivables owned by the trust.  If a dealer makes a payment under a cash management agreement, it will prepay the dealer’s floorplan financing obligations as described in “Sponsor and Servicer — Servicing and Dealer Relations — Payment Terms,” and will be treated as a principal collection.

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Collections on the receivables will be allocated to each series and the depositors and applied as follows:

(1)The depositor percentage of interest collections and principal collections will be:

·for the portion that is not allocable to the trust available subordinated amount,

—deposited in the excess funding account to increase the depositor amount to the required depositor amount,

—deposited in the collection account to pay the depositors’ portion of the servicing fee and back-up servicing fee, or

—paid to the depositors.

·for the portion that is allocable to the trust available subordinated amount,

—available for deposit in the collection account for application and payment,

—deposited in the excess funding account to maintain the net adjusted pool balance at the required pool balance, or

—paid to the depositors.

(2)The investor percentage of interest collections allocated to each series will be available for deposit in the collection account for application and payment.

(3)The investor percentage of principal collections allocated to each series in a revolving period will be:

·available to cover shortfalls in payments of interest for that series,

·available to pay principal or make deposits required for other series in the same principal sharing group,

·deposited in the excess funding account to maintain the net adjusted pool balance at the required pool balance, or

·paid to the depositors.

(4)The investor percentage of principal collections allocated to each series in a controlled accumulation period, up to the controlled accumulation amount, will be:

·deposited in the principal funding account for payment to noteholders, and

·any excess will be used as described in item (3) above.

(5)The investor percentage of principal collections allocated to each series in an early amortization period will be deposited in the collection account for application and payment.

The “net adjusted pool balance” will be the sum of (a) the adjusted pool balance, plus (b) during an accumulation period or amortization period for any series, principal collections in the collection account allocable to a series, plus (c) the amount in the principal funding accounts for all series (other than net investment earnings).

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Principal payments also may be funded from proceeds from the issuance of a new series in the same principal sharing group.

Defaulted Receivables and Principal Collections Used to Pay Interest

Defaulted receivables will be allocated to each series and the depositor interest in the same manner as principal and interest collections as described in “— Investor Percentage and Depositor Percentage” above.  A “defaulted receivable” is a receivable that (a) was charged off as uncollectible according to the servicer’s policies and procedures or (b) remains outstanding and owned by the trust for more than six months after the date the related account was classified as status, as described in “Sponsor and Servicer — Servicing and Dealer Relations — Dealer Status.”

The defaulted receivables allocated to a series may be reimbursed from interest collections allocable to that series and other amounts available to make payments pursuant to the priority of payments as described in “— Allocation and Application of Collections” above and in “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items.”  Amounts applied to reimburse defaulted receivables will be treated as principal collections and applied as described in “— Allocation and Application of Collections” above and in “Description of the Notes — Application of Investor Collections — Payment of Principal.”

If the available subordinated amount for a series is reduced to zero, the invested amount for that series will be reduced by defaulted receivables not reimbursed by interest collections.  In addition, the invested amount for a series will be reduced by the amount of any principal collections used to pay interest on the notes of that series.  Reductions in the invested amount for a series due to defaulted receivables not reimbursed by interest collections and any principal collections used to pay interest will be reimbursed on any later payment date to the extent that interest collections allocable to that series exceed the interest owed on the notes, the defaulted receivables allocated to the series and other fees and expenses that are payable on that date.  This reimbursement will increase the invested amount for that series.

Excess Funding Account

The indenture trustee established an “excess funding account” for the benefit of the noteholders of all series.  Deposits will be made in the excess funding account from collections allocable to the depositor interest so that the net adjusted pool balance is at least equal to the required pool balance.  If, on the issuance of a series, the net adjusted pool balance would be less than the required pool balance, then a portion of the proceeds of the issuance equal to the amount of the shortfall will be deposited in the excess funding account.

If, on repurchase of a receivable by the depositors, the depositor amount would be less than the required depositor amount, the depositors will deposit the shortfall in the excess funding account, as described in “Pool Balance, Depositor Amount and Allocations — Required Depositor Amount.”

If the servicer adjusts the principal balance of a receivable because of a rebate to the dealer, a billing error or other reason, the pool balance and the depositor amount will be increased or decreased by the amount of the adjustment.  If any decrease in the depositor amount would cause it to fall below the required depositor amount, the depositors will deposit the shortfall in the excess funding account on the day of the adjustment.

In addition, the depositors may direct the servicer and the indenture trustee to deposit amounts payable to them in the excess funding account.  If the net adjusted pool balance exceeds the required pool balance, the servicer may instruct the indenture trustee to withdraw the excess from the excess funding account and pay it to the depositors.

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If an amortization period or accumulation period starts for a series, the amounts in the excess funding account that are allocable to the series will be held for payment to the noteholders of that series on the dates stated in this prospectus or accumulated for payment on the expected final payment date.  These amounts will be paid to the noteholders of each class or held for and paid to the noteholders of other series as described in “Description of the Notes — Application of Investor Collections.”

DESCRIPTION OF THE NOTES

The trust will issue the notes under the indenture and the indenture supplement between the trust and the indenture trustee.  The following description summarizes the main terms of the notes and the indenture but is not a complete description of the notes or the entire or the transaction documents.  For more details about the notes and the transaction documents, you should read this prospectus as well as the forms of the indenture, the indenture supplement, the sale and servicing agreement, the receivables purchase agreement and the trust agreement that are included as exhibits to the registration statement filed with the SEC that includes this prospectus.

General

The Class A, Class B, Class C and Class D notes are the Series 20__-__ notes and will be issued under the indenture, as supplemented by the Series 20__-__ indenture supplement, between the trust and the indenture trustee.  The notes will be issued in minimum denominations of $1,000 and in multiples of $1,000 and will be available only in book-entry form.

Payments of Interest

The trust will pay interest on the notes on each payment date.  Interest on each class of notes, except the floating rate notes, will be based on a 360-day year consisting of twelve 30-day months.  Interest on the floating rate notes will be calculated based on the actual number of days in the interest period and a 360-day year.  Interest on each class of notes will be calculated based on its note balance as of the end of the prior interest period, except that interest for the first payment date will be calculated on the initial note balance of each class of notes.  The “payment date” will be the 15th day of each month (or, if not a business day, the next business day) and the first payment date will be ________, 20__.

[Interest on each class of floating rate notes will be based on the London Interbank Offered Rate, or “LIBOR.”  The calculation agent will determine LIBOR for each interest period on the “LIBOR determination date,” which is the second London business day before that interest period.  All calculations of the interest rates for the floating rate notes by the calculation agent, in the absence of manifest error, will be conclusive and binding on noteholders.  All percentages resulting from any calculation of the interest rates on the floating rate notes will be rounded to the nearest 1/100,000 of 1% (0.000001), with five one-millionths of a percentage point rounded upward.]

All interest due but not paid on a payment date will be due on the next payment date, together with interest on the unpaid amount at the applicable interest rate.

Series 20__-__ will be included in excess interest sharing group one and will in certain situations be entitled to share in excess interest collections that are allocated to other series in the same group.  For more information on excess interest sharing group one, you should read “— Groups — Excess Interest Sharing Group One” below.

Payments of Principal

The trust expects to pay the principal of the Series 20__-__ notes in full on the expected final payment date, which is listed on the cover of this prospectus.  However, the trust may pay principal earlier or later than the expected final payment date if an amortization event occurs.  Principal will be paid sequentially to each class in the order of seniority.  The trust will not pay principal of any class until the

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principal amounts of all more senior classes are paid in full.  If a class of notes is not paid in full on its expected final payment date, an amortization event will occur.  Principal will be paid on the notes monthly on each payment date during the early amortization period.

The trust will pay principal of the notes on a payment date from available investor principal collections and, in certain circumstances, available depositor collections deposited in the “principal funding account” established by the indenture trustee for Series 20__-__.  The amount of available investor principal collections and available depositor collections applied to the notes on each payment date will depend on whether the notes are in the revolving period, the controlled accumulation period or the early amortization period.

Series 20__-__ will be included in principal sharing group one and will be entitled in certain situations to share in excess principal collections that are allocated to other series in the same group.

For more information about principal sharing group one, you should read “— Groups — Principal Sharing Group One” below.

Revolving Period.  The revolving period for Series 20__-__ will start on the closing date and end on the day before the controlled accumulation period or the early amortization period starts.  During the revolving period, no principal will be accumulated for or paid on the notes.  Instead, available investor principal collections will be applied as described in items (3) to (5) of “— Application of Investor Collections — Payment of Principal” below.

Controlled Accumulation Period.  The controlled accumulation period for Series 20__-__ is scheduled to start on _______, 20__, and is scheduled to last six months.  However, the trust may extend the revolving period and postpone the controlled accumulation period if it expects to be able to fund the principal funding account in full in less than six months.  Each month, starting in ______, 20__, and ending when the controlled accumulation period starts, the trust will review the amount of expected principal collections and determine the number of months expected to be required to fully fund the principal funding account.  In making this determination, the trust must use the lowest monthly payment rate for the prior twelve months and take into account the amount of principal expected to be allocated to all other series in principal sharing group one that are expected to be amortizing or accumulating principal during the controlled accumulation period.

The controlled accumulation period will end on the earlier of:

·the end of the month before the payment date on which the notes will be paid in full, and

·the day before the early amortization period starts.

If an amortization event occurs before the controlled accumulation period starts, there will be no controlled accumulation period and the early amortization period will start.

On the first business day of the controlled accumulation period, the Series 20__-__ excess funding amount at the end of the revolving period (together with other amounts in the excess funding account that are allocated to Series 20__-__ as shared principal collections) will be deposited in the principal funding account, but only to the extent of the controlled accumulation amount.  The “controlled accumulation amount” will be $____________, but will be higher if the controlled accumulation period is postponed, as described above.

The “Series 20__-__ excess funding amount” equals the product of (a) the amount in the excess funding account, multiplied by (b)(i) the adjusted invested amount of the notes, divided by (ii) the sum of the adjusted invested amounts of each series.

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For more information about how invested amount and adjusted invested amount are determined, you should read “Pool Balance, Depositor Amount and Allocations — Investor Percentage and Depositor Percentage.”

On each payment date in the controlled accumulation period, the indenture trustee will deposit available investor principal collections (including shared principal collections) in the principal funding account, as described in item (1) of “— Application of Investor Collections — Payment of Principal” below.

On the expected final payment date (unless paid earlier during the early amortization period), the trust will pay all amounts in the principal funding account sequentially to each class in order of seniority until the notes have been paid in full.

Accumulation Period Reserve Account.  The indenture trustee will establish the “accumulation period reserve account” for the benefit of the Series 20__-__ noteholders to assist with the payment of interest on the notes during the controlled accumulation period.

Starting on the payment date occurring in the second month before the start of the controlled accumulation period, after making other required payments and deposits, the indenture trustee will deposit available investor interest collections and excess interest collections available for the series from other series in excess sharing group one in the accumulation period reserve account in an amount equal to $__________, which is __% of the initial note balance of the series, as described in item (11) of “— Application of Investor Collections — Payment of Interest, Fees and Other Items” below.

On each payment date in the controlled accumulation period, the indenture trustee will withdraw from the accumulation period reserve account and deposit in the collection account to the extent available an amount equal to the excess of (a) one-twelfth of the product of (i) the amount in the principal funding account on the prior payment date multiplied by (ii) the weighted average note interest rate, over (b) the net investment earnings from the reserve account, principal funding account and accumulation period reserve account for that payment date.

Amounts withdrawn from the accumulation period reserve account will be included in available investor interest collections.

On the earliest of the first payment date in the early amortization period, the payment in full of the notes, and the final maturity date, any funds remaining in the accumulation period reserve account will be included as available investor interest collections

Early Amortization Period.  The early amortization period for Series 20__-__ will start on the day an amortization event occurs or, if the servicer is not required to make daily deposits in the collection account, on the first day of the month in which an amortization event occurs, and will end on the earlier of:

·the end of the month before the payment date on which the notes will be paid in full, and

·the final maturity date listed on the cover of this prospectus.

On each payment date in the early amortization period, the indenture trustee will:

·deposit available investor principal collections (including shared principal collections) and available depositor collections (in the case of available depositor principal collections, in an amount not to exceed the available subordinated amount) in the principal funding account in an amount equal to the excess of the adjusted invested amount (before any deposits on that date) over amounts allocated to Series 20__-__ already in the principal funding account as described in item (2) of “— Application of Investor Collections — Payment of Principal” below, and

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·pay all amounts in the principal funding account sequentially to each class in order of seniority until the notes have been paid in full.

For more information about the revolving period, the controlled accumulation period, the early amortization period and the amortization events that will cause an early amortization period to start, you should read “— Revolving Period,” “— Controlled Accumulation Period” and “— Early Amortization Period” above and “— Amortization Events” below.

Investor Percentages

The servicer will allocate all collections and defaulted receivables for each month to:

·Series 20__-__,

·other series issued by the trust, and

·the depositor interest.

These amounts will be allocated to Series 20__-__ based on the applicable investor percentage.  Each investor percentage is calculated by reference to the invested amount or the adjusted invested amount of the series.  The “investor percentages” for Series 20__-__ are:

·the “floating investor percentage,” which equals (a) the adjusted invested amount on the last day of the prior month (or, for the first month, the initial note balance of the series), divided by (b) the adjusted pool balance as of the last day of the prior month (or, for the first month, the adjusted pool balance on ______, 20__), and

·the “fixed investor percentage,” which equals (a) the invested amount on the last day of the revolving period, divided by (b) the greater of (i) the adjusted pool balance on the last day of the prior month, and (ii) the sum for all series of the adjusted invested amount for the prior month (for any series in its revolving period) or the invested amount on the last day of the related revolving period (for any series not in its revolving period).

For more information about how pool balance, adjusted pool balance, invested amount and adjusted invested amount are determined, you should read “Pool Balance, Depositor Amount and Allocations — Required Pool Balance” and “— Investor Percentage and Depositor Percentage.”

The floating investor percentage is used for allocating interest collections and defaulted receivables at any time and for allocating principal collections during the revolving period.  The fixed investor percentage is used for allocating principal collections during the controlled accumulation period or the early amortization period.  Interest collections and principal collections are described in this prospectus in “Pool Balance, Depositor Amount and Allocations — Allocation and Application of Collections.”

Available Depositor Collections

The depositor interest represents the interest in the trust property not allocated to a series.  The depositor amount generally represents the principal portion of the depositor interest and must be equal to or greater than the required depositor amount.  The “required pool percentage” for the Series 20__-__ notes is [100]%.

For more information about how depositor amount and required depositor amount are determined, you should read “Pool Balance, Depositor Amount and Allocations — Required Depositor Amount.”

A portion of the collections allocated to the depositor interest, or “available depositor collections,” will be made available to make certain payments on the Series 20__-__ notes and other series.

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Available Depositor Interest Collections.  The “available depositor interest collections” for each month will equal:

·the interest collections for that month, multiplied by

·the percentage equal to (a) the trust available subordinated amount, or the sum of the available subordinated amounts for all series, on the determination date in that month, divided by (b) the adjusted pool balance on the last day of the prior month.

Any depositor interest collections other than available depositor interest collections will be applied in the following order:

(1)to the collection account, to pay the monthly depositor servicing fee for each series, and

(2)to the depositors.

The “determination date” is the day two business days before the payment date each month.

Available Depositor Principal Collections.  The “available depositor principal collections” for each month will equal:

·the principal collections for that month, multiplied by

·the percentage equal to (a) the trust available subordinated amount on the determination date in that month, divided by (b) the adjusted pool balance on the last day of the prior month.

Any depositor principal collections other than available depositor principal collections will be applied in the following order:

(1)to the excess funding account, to increase the depositor amount to the required depositor amount, and

(2)to the collection account, to pay the monthly depositor servicing fee for each series to the extent not paid from depositor interest collections, and

(3)to the depositors.

Application of Available Depositor Collections.  On each payment date, the servicer will apply available depositor collections in the following order:

(1)to the collection account, to cover (a) shortfalls in payments to be made from available investor interest collections as described in items (1) to (10) of “— Application of Investor Collections — Payment of Interest, Fees and Other Items” below, and (b) similar shortfalls for other series,

(2)to the collection account, to fund principal payments on Series 20__-__ during an early amortization period,

(3)to the excess funding account, to the extent the depositor amount is less than the required depositor amount for that date, and

(4)to the depositors.

Available depositor principal collections that may be used for Series 20__-__ will be limited to the available subordinated amount.  If the available subordinated amount is zero, available depositor

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collections allocated to the series will also be zero.  If the amount of available depositor collections for a payment date is insufficient to cover the aggregate shortfalls for all series, then available depositor collections will be allocated to each series based on the ratio that its available subordinated amount bears to the aggregate available subordinated amount for all series that have shortfalls.

Application of Investor Collections

A portion of collections will be allocated to Series 20__-__ and deposited in the collection account each month for application as described below on the following payment date.

“Available investor interest collections” for Series 20__-__ on a payment date will equal:

·the floating investor percentage of interest collections for the prior month, plus

·the net investment earnings from the reserve account, the principal funding account and the accumulation period reserve account, plus

·amounts deposited in the collection account from the accumulation period reserve account on that payment date, plus

·on the earliest of the first payment date in the early amortization period, the payment in full of the Series 20__-__ notes and the final maturity date, any remaining amounts in the accumulation period reserve account, plus

·the monthly depositor servicing fee.

“Available investor principal collections” for Series 20__-__ on a payment date will equal the excess of:

·the sum of:

—the investor percentage of principal collections for the prior month, plus

—the aggregate amount treated as investor principal collections for that payment date as described in items (7), (9) and (10) of “— Payment of Interest, Fees and Other Items” below, plus

—the Series 20__-__ excess funding amount, plus

—any shared principal collections from other series in principal sharing group one, plus

—on the earlier of the payment in full of the Series 20__-__ notes and the final maturity date, the amounts in the reserve account, over

·any principal collections used to pay interest on the notes on that payment date.

For each month during the revolving period, the servicer will deposit available investor interest collections in the collection account in an amount necessary to cover the amounts described in items (1) to (15) of “— Payment of Interest, Fees and Other Items” below.  In most cases, this amount will equal the sum of the amounts described in items (1) to (6).  For each month during the controlled accumulation period or early amortization period, the servicer will deposit available investor principal collections in the collection account until the amount in the collection account, together with amounts for Series 20__-__ from the excess funding account, equals the controlled accumulation amount or the adjusted invested amount.

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Payment of Interest, Fees and Other Items.  On each payment date, the servicer will direct the indenture trustee to apply available investor interest collections for the prior month for Series 20__-__ in the following order:

(1)to the Class A noteholders, the interest due on each class of Class A notes for that payment date [or, if available investor interest collections are insufficient to pay the interest in full, to each class of Class A notes pro rata based on the note balance of the class],

(2)to the Class B noteholders, the interest due on the Class B notes for that payment date,

(3)to the Class C noteholders, the interest due on the Class C notes for that payment date,

(4)to the Class D noteholders, the interest due on the Class D notes for that payment date,

(5)to the indenture trustee, the owner trustee and the asset representations reviewer, all amounts due, including indemnities, and to or at the direction of the trust, any expenses incurred according to the transaction documents, in each case, to the extent allocated to the series for the prior month and not paid by the servicer or the administrator, up to a maximum amount of $_______ per year,

(6)pro rata (a) to the back-up servicer, any back-up servicing fee due and (b) to the servicer, if Ford Credit or one of its affiliates is no longer the servicer, any servicing fee due,

(7)to be treated as available investor principal collections and applied as described in “— Payment of Principal” below, the amount, if any, of defaulted receivables allocated to the series for the prior month,

(8)to the reserve account, the excess, if any, of the reserve account required amount over the amount in the reserve account,

(9)to be treated as available investor principal collections and applied as described in “— Payment of Principal” below, the sum of the amount of defaulted receivables allocated to the series that have not been previously reimbursed,

(10)to be treated as available investor principal collections and applied as described in “— Payment of Principal” below, the sum of principal collections applied to pay interest on the notes that have not been previously reimbursed,

(11)to the accumulation period reserve account, starting on the payment date in the second month before the start of the controlled accumulation period, the amount necessary to increase the amount in the accumulation period reserve account to $______,

(12)if Ford Credit or one of its affiliates is the servicer, to the servicer, any servicing fee due,

(13)to the depositors, the excess of the required subordinated amount over the available subordinated amount, to increase the available subordinated amount,

(14)to the owner trustee, the indenture trustee, the asset representations reviewer and the trust, all amounts due for the series but not paid under item (5) above,

(15)to the back-up servicer, amounts due under the back-up servicing agreement that remain unpaid, including any transition expenses incurred by the back-up servicer, as successor servicer, in excess of the amount paid from the back-up servicer reserve account, to the extent attributable solely to the series,

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(16)to be treated as excess interest collections available from Series 20__-__, an amount equal to the shortfalls in interest collections for other series in excess interest sharing group one, and

(17)to the holders of the depositor interest in the trust, all remaining available investor interest collections.

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This diagram shows how available investor interest collections are paid.

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If available investor interest collections for a payment date are insufficient to cover the amounts above, the servicer will direct the indenture trustee to apply funds from the following sources on that payment date in the following order:

(1)from excess interest collections available from other series in excess interest sharing group one, to cover shortfalls of the amounts described in items (1) to (15) above,

(2)from available depositor collections (for available depositor principal collections, in an amount not to exceed the available subordinated amount) to cover shortfalls of the amounts described in items (1) to (10) above.  If available depositor collections are insufficient to reimburse the aggregate shortfalls for all series, then available depositor collections will be allocated to Series 20__-__ based on the ratio that its available subordinated amount bears to the aggregate available subordinated amounts for all series that have shortfalls.  If the amount of available depositor collections exceeds the aggregate shortfalls for all series, the excess available depositor collections will be applied to cover amounts that the servicer fails to deposit in the excess funding account when it adjusts the principal balance of a receivable as described in “Pool Balance, Depositor Amount and Allocations — Excess Funding Account.”  The available subordinated amount will be reduced by the amount of available depositor principal collections applied to cover shortfalls of the amounts described in items (1) to (10) above,

(3)from the reserve account, to cover shortfalls of the amounts described in items (1) to (7) above, and

(4)from available investor principal collections for that payment date, to cover shortfalls of the amounts described in items (1) to (4) above.

Payment of Principal.  On each payment date, the servicer will direct the indenture trustee to apply, first, the Series 20__-__ excess funding amount and, second, available investor principal collections for Series 20__-__ in the following order:

(1)if the payment date relates to the controlled accumulation period, to the principal funding account the excess, if any, of (a) the lesser of (i) the controlled accumulation amount (plus any shortfall in required deposits of the controlled accumulation amount for prior payment dates) and (ii) the adjusted invested amount over (b) the amount deposited in the principal funding account from the excess funding account, as described below,

(2)if the payment date relates to the early amortization period, to the principal funding account the excess, if any, of (a) the adjusted invested amount, over (b) the amount deposited in the principal funding account from the excess funding account, as described below,

(3)to be treated as shared principal collections for other series in principal sharing group one, to be applied as described in “— Groups — Principal Sharing Group One” and “— Principal Sharing Groups” below,

(4)to the excess funding account, to increase the net adjusted pool balance to the required pool balance as described in “Pool Balance, Depositor Amount and Allocations — Excess Funding Account,” and

(5)to the holders of the depositor interest in the trust, all remaining available investor principal collections.

On each payment date that relates to the controlled accumulation period, the servicer will direct the indenture trustee to deposit in the principal funding account from the excess funding account the lesser of (a) the Series 20__-__ excess funding amount, and (b) the lesser of (i) the controlled accumulation

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amount, and (ii) the adjusted invested amount for that payment date.  On each payment date that relates to the early amortization period, the servicer will direct the indenture trustee to deposit in the principal funding account from the excess funding account the lesser of (a) the Series 20__-__ excess funding amount, and (b) the adjusted invested amount for that payment date.

If the Series 20__-__ excess funding amount and available investor principal collections for Series 20__-__ for a payment date that relates to an early amortization period are insufficient to cover the amount under item (2) above, the servicer will direct the indenture trustee to apply available depositor collections (for available depositor principal collections, in an amount not to exceed the available subordinated amount) on that payment date to cover the shortfall.

On the expected final payment date or on each payment date during an early amortization period, the servicer will direct the indenture trustee to apply amounts in the principal funding account in the following order:

(1)to the Class A noteholders, [pro rata based on the note balance of each class of Class A notes,] until the note balance of the Class A notes is zero,

(2)to the Class B noteholders, until the note balance of the Class B notes is zero

(3)to the Class C noteholders, until the note balance of the Class C notes is zero, and

(4)to the Class D noteholders, until the note balance of the Class D notes is zero.

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This diagram shows how available investor principal collections are paid.

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Defaulted Receivables and Principal Collections Used to Pay Interest

The servicer will allocate to Series 20__-__ the floating investor percentage of the principal balance of receivables that become defaulted receivables.  The defaulted receivables allocated to the series for a payment date will be funded from available investor interest collections, excess interest collections available to the series from other series in excess interest sharing group one, available depositor collections and amounts in the reserve account, as described in item (7) of “— Application of Investor Collections — Payment of Interest, Fees and Other Items” above.  If the defaulted receivables allocated to the series for a payment date exceed the funds available from those sources, the available subordinated amount (as reduced by the amount of available depositor principal collections applied to cover shortfalls of amounts described in items (1) to (6) of “— Application of Investor Collections — Payment of Interest, Fees and Other Items” above), will be reallocated to the series to avoid a reduction of the invested amount and the available subordinated amount will be reduced accordingly.  Any remaining defaulted receivables allocated to the series will reduce the invested amount of the Class D notes, then the Class C notes, then the Class B notes and finally the Class A notes[, pro rata based on the principal amount of each class of Class A notes].

On a payment date, available investor principal collections will be used to cover shortfalls in payments of interest on the notes in an amount not to exceed the sum of:

·the available subordinated amount for that payment date, plus

·the invested amount of any class subordinated to the affected class for that payment date.

The amount of principal collections used to pay interest on the notes will reduce the available subordinated amount to zero, then the invested amount of the Class D notes, then the Class C notes, and finally the Class B notes.

If principal collections are used to pay interest on the notes, the available subordinated amount (as reduced by the amount of available depositor principal collections applied to reimburse shortfalls of amounts described in items (1) to (10) of “— Application of Investor Collections — Payment of Interest, Fees and Other Items” above) will be reallocated to the series to avoid a reduction of the invested amount.

Reductions in the invested amount from defaulted receivables and principal collections used to pay interest on the notes may be reimbursed on later payment dates from available investor interest collections, excess interest collections available from other series in excess interest sharing group one and available depositor collections allocated to the series (for available depositor principal collections, in an amount not to exceed the available subordinated amount), as described in items (9) and (10) of “— Application of Investor Collections — Payment of Interest, Fees and Other Items” above,  If the invested amount of the series is reduced to zero, the notes will not receive any further allocations of interest collections or principal collections.

Ineligible Receivables and Overconcentration Amounts

The depositors may sell ineligible receivables to the trust so long as these ineligible receivables are originated in an eligible account.  If ineligible receivables are in the trust, the incremental subordinated amount will be increased to take into account the principal balance of the ineligible receivables allocated to the series, which will result in a corresponding increase in the available subordinated amount.

The incremental subordinated amount will also be increased by the aggregate principal balance of receivables that constitute overconcentrations allocated to the series, which will also result in a corresponding increase in the available subordinated amount.  The overconcentration amounts are calculated on each determination date based on amounts on the last day of the prior month.

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The “dealer overconcentration” is the excess of:

·the aggregate principal balance of receivables originated in the designated accounts of a dealer or a group of affiliated dealers, over

·__% [(or __% in the case of dealers affiliated with AutoNation, Inc.)] of the pool balance.

[The “development dealer overconcentration” is the excess of:

·the aggregate principal balance of receivables relating to dealers in which Ford or any affiliate of Ford has an equity investment exceeding __% (as determined according to the servicer’s customary policies and procedures), known as “development dealers,” over

·__% of the pool balance.]

The “fleet vehicle overconcentration” is the excess of:

·the aggregate principal balance of receivables originated in designated accounts that are used by the servicer for fleet purchases of vehicles by the related dealer, over

·__% of the pool balance.

The “manufacturer overconcentration” is the sum of:

·the excess of:

—the aggregate principal balance of receivables related to financed vehicles made by a single manufacturer (other than Ford or one of its affiliated manufacturers) with a long-term credit rating of at least [“A-”] by Standard & Poor’s and Fitch (if rated by Fitch), and [“A3”] by Moody’s (if rated by Moody’s), over

—__% of the pool balance, plus

·the excess of:

—the aggregate principal balance of receivables related to financed vehicles made by a single manufacturer (other than Ford or one of its affiliated manufacturers) with a long-term credit rating of [“BBB+”] or lower by Standard & Poor’s or unrated by Standard & Poor’s, or [“BBB+”] or lower by Fitch (if rated by Fitch), or [“Baa1”] or lower by Moody’s (if rated by Moody’s), over

—__% of the pool balance.

The “medium and heavy truck overconcentration” is the excess of:

·the aggregate principal balance of receivables related to financed medium- and heavy trucks, over

·__% of the pool balance.

The “used vehicle overconcentration” is the excess of:

·the aggregate principal balance of receivables related to financed used and program vehicles, over

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·__% of the pool balance.

The overconcentration definitions, including the percentages stated in the definitions, may be modified without the consent of the Series 20__-__ noteholders so long as the rating agency condition is satisfied for each rating agency then rating the notes.

Servicing Fees

The share of the servicing fee and the back-up servicing fee allocated to Series 20__-__ for a payment date is the monthly servicing fee and the monthly back-up servicing fee.  The portion of the monthly servicing fee and the monthly back-up servicing fee that is attributable to the depositor interest is the “monthly depositor servicing fee,” and that amount will be deducted from amounts otherwise payable to the depositors and deposited in the collection account for each payment date.

The “monthly servicing fee” will equal one-twelfth of the product of (a) __%, multiplied by (b) the percentage equal to (i) the floating investor percentage, divided by (ii) the sum of the floating investor percentages for all series for that month, multiplied by (c) the pool balance on the last day of the prior month.

The “monthly back-up servicing fee” for a month will equal one-twelfth of the product of (a) __%, multiplied by (b) the percentage equal to (i) the floating investor percentage, divided by (ii) the sum of the floating investor percentages for all series for that month, multiplied by (c) the pool balance on the last day of the prior month.

The “monthly depositor servicing fee” for a month will equal one-twelfth of the product of (a) the product of (i) the sum of __% and __%, multiplied by (ii) 100% minus the sum of the floating investor percentages for all series for that month, multiplied by (iii) the pool balance on the last day of the prior month, multiplied by (b) the percentage equal to (i) the floating investor percentage, divided by (ii) the sum of the floating investor percentages for all series that month.

If the back-up servicer becomes the successor servicer, amounts in a back-up servicer reserve account will be used to pay the transition expenses of the back-up servicer.  Transition expenses in excess of the amount in the back-up servicer reserve account will be paid from available investor interest collections as described in item (15) of “— Application of Investor Collections — Payment of Interest, Fees and Other Items” above.

For more information about the back-up servicer, you should read “Transaction Parties — Back-up Servicer.”

Groups

Excess Interest Sharing Group One.  Series 20__-__ will be included in a group of series referred to as “excess interest sharing group one.”  Excess interest collections for the series, as described in item (16) of “— Application of Investor Collections — Payment of Interest, Fees and Other Items” above, will be made available to other series in excess interest sharing group one whose share of interest collections is not sufficient to make required payments or deposits for that series.  If available investor interest collections for the series are insufficient to make all required payments and deposits, the series will have access to excess interest collections from other series in excess interest sharing group one.  Each series that is part of excess interest sharing group one and has a shortfall will receive a share of the total amount of excess interest collections available for that month based on the amount of shortfall for that series, divided by the total shortfall for all series in excess interest sharing group one for that month.

Principal Sharing Group One.  Series 20__-__ will be included in a group of series referred to as “principal sharing group one.”  Shared principal collections for the series, as described in item (3) of “— Application of Investor Collections — Payment of Principal” above, will be made available to other series

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in principal sharing group one whose share of principal collections is not sufficient to make required payments or deposits for that series.  If available investor principal collections for the series (determined without shared principal collections from other series) are insufficient to make all required payments and deposits, the series will have access to shared principal collections from other series in principal sharing group one.  Shared principal collections will be used to reimburse principal shortfalls, but not to reimburse defaulted receivables allocated to the series.  Each series that is part of principal sharing group one and has a principal shortfall will receive a share of the total amount of shared principal collections available for that month based on the amount of shortfall for that series, divided by the total shortfall for all series in principal sharing group one for that month.  To the extent that shared principal collections exceed principal shortfalls, the balance will be deposited in the excess funding account if needed to increase the net adjusted pool balance to the required pool balance and then paid to the depositors.

Amortization Events

The “amortization events” for Series 20__-__ consists of the following “series amortization events”:

(1)either depositor fails (a) to make a payment or deposit within five business days of when the payment or deposit is required to be made, or (b) to observe or perform in a material respect other covenants or agreements of the depositor in the related sale and servicing agreement, the indenture or the Series 20__-__ indenture supplement that adversely affects the amount or timing of payments to be made to the Series 20__-__ noteholders and continues for 60 days after it receives notice of the failure,

(2)a representation by either depositor in the related sale and servicing agreement, the indenture or the Series 20__-__ indenture supplement, or any information required to be given by the depositor under the related sale and servicing agreement to identify the designated accounts is determined to be incorrect in a material respect when made or delivered that adversely affects the amount or timing of payments to be made to the Series 20__-__ noteholders and which continues to be incorrect for 60 days after it receives notice of the failure, except that an amortization event will not occur if the depositor accepted reassignment of the related receivables during the 60-day period,

(3)a servicer termination event occurs that adversely affects the amount or timing of payments to be made to the Series 20__-__ noteholders,

(4)the notes are not paid in full on the expected final payment date,

(5)the average of the monthly payment rates on the receivables for the three prior months is less than __%,

(6)the available subordinated amount is less than the required subordinated amount on a payment date, after giving effect to any payments to be made on that payment date, and the shortfall continues for five business days; provided, that any reduction of the available subordinated amount resulting from reallocations of the available depositor principal collections to pay interest on the notes if LIBOR is equal to or greater than the prime rate on which interest on the receivables is calculated on the LIBOR determination date will be considered an amortization event only if LIBOR remains equal to or greater than the prime rate for the 30 days following that LIBOR determination date,

(7)the amount in the excess funding account exceeds [__]% of the sum of the adjusted invested amounts of all series for three consecutive months, after giving effect to any payments to be made on each related payment date, and

(8)the notes are accelerated after an event of default.

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In the case of an event described in items (1) to (3) above that occurs and is continuing, an amortization event for Series 20__-__ will occur only if either the indenture trustee or a majority of the Series 20__-__ notes declare there to be an amortization event.  In the case of an event described in items (4) to (8) above, an amortization event for Series 20__-__ will occur on the occurrence of the event without any notice or other action on the part of the indenture trustee or the holders of the Series 20__-__ notes.

Additionally, the following “trust amortization events” apply to all series:

·a depositor fails to sell to the trust receivables originated in additional eligible accounts to maintain the pool balance at required levels within ten business days,

·the bankruptcy or dissolution of a depositor, Ford Credit or Ford, unless for Ford Credit or Ford, the rating agency condition is satisfied for each rating agency then rating any series or class, or

·the trust becomes subject to regulation as an “investment company” within the meaning of the Investment Company Act of 1940.

In the case of a trust amortization event, an amortization event for all series will occur on the occurrence of the event without any notice or other action on the part of the indenture trustee or the holders of any series of notes.

Events of Default and Acceleration

The occurrence of any of the following for a series will be an “event of default” for that series under the indenture:

·the trust fails to pay interest due on any note which continues for 35 days,

·the trust fails to pay the principal of any note in full on its final maturity date,

·the trust fails to observe or perform any covenant or agreement made in the indenture, or a breach by the trust of a representation made in the indenture, which will cause an amortization event or an event of default to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series or class, and the failure or breach continues for 60 days after notice was given to the trust by the indenture trustee or to the trust and the indenture trustee by at least 25% of the affected series, or

·the bankruptcy or dissolution of the trust

Failure to pay the principal of a note in full on its expected final payment date is not an event of default.  An event of default for one series will not necessarily be an event of default for another series.

Except in some limited circumstances, if the indenture trustee knows of an event that with notice or lapse of time or both would become an event of default for a series, it must notify all noteholders of the series within 90 days.  If, for a series, the trust knows of an event that with notice or lapse of time or both would become an event of default of the type described in the third item above, it must notify the indenture trustee within five business days.  If the indenture trustee knows of an event of default for a series, it must notify the noteholders of the series within five business days.  The servicer must notify the trust, the back-up servicer, the indenture trustee and each of the rating agencies within five business days of obtaining actual knowledge of an event of default.

A majority of a series may waive any event default for that series and its consequences except a event of default (a) in the payment of principal of or interest on any of the notes (other than an event of default relating to failure to pay principal due only because of the acceleration of the notes) or (b) relating

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to a covenant or agreement in the indenture that requires the unanimous consent of the noteholders of each affected series in order to be modified.

Acceleration of the Notes.  If an event of default occurs because of bankruptcy or dissolution of the trust, the notes of all series will be accelerated automatically.  If an event of default occurs for a series for another reason, the indenture trustee or a majority of the series may accelerate the notes of that series and declare them to be immediately due and payable.  Any acceleration of the notes may, subject to the satisfaction of certain conditions, be rescinded by a majority of that series.

When a series is accelerated, an early amortization period will start and principal and interest collections allocated to that series will be applied to make monthly principal and interest payments on the notes of that series until the earlier of the date the notes are paid in full or the final maturity date of that series.  Funds in the collection account and excess funding account allocable to that series and other trust accounts for the series will be applied to pay principal and interest on that series.

Remedies Following Acceleration.  If a series has been accelerated and the indenture trustee has not received any directions from the noteholders about the time, method and place of conducting a proceeding for any remedy available to the indenture trustee, the indenture trustee may continue to hold the trust property allocable to that series and apply collections on that trust property to make payments on those notes.

If an event of default has occurred and the series has been accelerated, the indenture trustee:

·may at its own election or at the direction of a majority of that series:

—start a legal proceeding for the collection of the notes and enforce any judgment obtained,

—take another action to protect and enforce the rights and remedies of the indenture trustee and the noteholders, or

—sell the trust property allocable to that series, but only if the indenture trustee determines that the proceeds of the sale will be sufficient to pay the principal of and interest on the accelerated notes in full, and

·must, at the direction of all of the holders of the series, cause the trust to sell the portion of the trust property allocable to that series, regardless of the sufficiency of the proceeds from the sale to pay the principal of and interest on the accelerated notes in full.

Following the sale of the trust property allocable to the accelerated series and the application of the proceeds of that sale and of the amounts then held in the collection account and the excess funding account allocable to that series and any trust accounts for that series and amounts available from enhancement for that series, that series will no longer be entitled to any allocation of collections or other trust property under the indenture or the indenture supplement, and those notes will no longer be outstanding.

Standard of Care of the Indenture Trustee Following an Event of Default.  If an event of default has occurred and is continuing, the indenture trustee must exercise its rights and powers under the indenture using the same degree of care and skill that a prudent person would use under the circumstances in conducting his or her own affairs.  A majority of the affected series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the indenture trustee following an event of default and acceleration of the affected series.

Limitation on Legal Proceedings.  No noteholder will have the right to start any legal proceeding for any remedy under the indenture or an indenture supplement described in “—Remedies Following Acceleration” above unless:

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·the noteholder notified the indenture trustee of a continuing event of default,

·at least 25% of the affected series requested the indenture trustee to start the legal proceeding,

·the requesting noteholders offered reasonable security or indemnity satisfactory to the indenture trustee against any liabilities that the indenture trustee may incur in complying with the request,

·the indenture trustee failed to start the legal proceeding within 60 days after its receipt of the notice, request and offer of indemnity, and

·a majority of the affected series have not given the indenture trustee any inconsistent direction during the 60-day period.

A noteholder, however, has the right to start at any time a proceeding to enforce its right to receive principal and interest due to it under its note, and that right may not be impaired without the consent of the noteholder.

The indenture trustee and the noteholders of each series and the other secured creditors of the trust will agree not to start or pursue a bankruptcy proceeding against the trust.

Satisfaction and Discharge of Indenture

The indenture and the indenture supplement for any series will not be discharged until:

·the indenture trustee has received all notes of the series for cancellation or, with certain limitations, funds sufficient to pay all notes of the series in full,

·the trust has paid all amounts payable by it under the transaction documents, and

·the trust has delivered an officer’s certificate and a legal opinion each stating that all conditions to the satisfaction and discharge of the indenture and the indenture supplement for the series have been satisfied.

Amendments to Indenture and Indenture Supplement

The indenture trustee and the trust may amend the indenture or the indenture supplement for a series without the consent of the noteholders of any series for limited purposes, including to:

·further protect the indenture trustee’s interest in the receivables and other trust property subject to the lien of the indenture,

·add to the covenants of the trust for the benefit of the noteholders,

·transfer or pledge any additional property to the indenture trustee,

·correct any ambiguity, correct any mistake or add a term that is not inconsistent with other terms of the indenture or the indenture supplement, so long as the administrator certifies that the correction will not cause an amortization event or an event of default to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series or class, and

·modify, eliminate or add terms required by or necessary to qualify the indenture under the Trust Indenture Act.

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The indenture trustee and the trust may amend the indenture or the indenture supplement for a series to add, change or eliminate a term or modify the rights of all noteholders under the indenture or the rights of noteholders of the related series under the indenture supplement:

·without the consent of the noteholders if (a) the administrator certifies that the amendment will not cause an amortization event or an event of default to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series or class and (b) the “rating agency condition” is satisfied for the rating agencies for each series or the applicable series, which generally means, for any series and any proposed action, that each rating agency rating that series either (i) confirms that the proposed action will not result in a reduction or withdrawal of its then-current rating of the notes of that series or (ii) within ten business days of receiving notice of the proposed action, does not notify the depositors, the servicer, the owner trustee or the indenture trustee that the proposed action will result in a reduction or withdrawal of its then-current ratings of the notes of that series, or

·with the consent of a majority of each series.

In each case, the indenture trustee must receive a legal opinion that for federal income tax purposes, the amendment will not cause any note to be deemed sold or exchanged or cause the trust to be treated as an association or publicly traded partnership taxable as a corporation.

The prior consent of all adversely affected noteholders of a series will be required for any amendment to the indenture or the indenture supplement that:

·changes the terms for amending the indenture or the indenture supplement or voting or consent under the indenture or the indenture supplement,

·changes the principal amount of or interest rate on any note of that series, the expected final maturity date of the notes of that series, the priority of payments or how principal or interest payments are calculated or made on the notes of that series,

·impairs the right of noteholders of that series to start legal proceedings to enforce the indenture or the indenture supplement, or

·permits the creation of a lien ranking prior or equal to, or impairs, the lien of the indenture trustee on the trust property.

Reopening of Series

The trust may, without notice to or the consent of, the Series 20__-__ noteholders, issue additional notes of any class if:

·the rating agency condition is satisfied for each rating agency rating the Series 20__-__ notes,

·the depositors certify that the additional issuance will not cause an amortization event for another series,

·after the additional issuance the amount in the reserve account equals the required reserve account amount,

·on or before the additional issuance of any class [(treating the Class A-1 and Class A-2 notes as a single class)], the trust has issued notes of each class that is junior to that class so that the proportion of the note balance of the junior class to the note balance of the more senior class is equal to or greater than the proportion that existed on the closing date, and

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·after the additional issuance the net adjusted pool balance equals or exceeds the required pool balance.

New Issuances

The depositors may cause the trust to issue a new series under an indenture supplement without the consent of any noteholder of any series previously issued by the trust.  Each series may have different terms and enhancements from another series, including different expected final payment dates and series early amortization events, which may cause some series to amortize earlier than others.  The trust may offer a series under a prospectus, an offering memorandum supplement or in transactions either registered under the Securities Act of 1933 or exempt from registration, directly, through one or more underwriters, initial purchasers or placement agents, in fixed-price offerings or in negotiated transactions.  The series may have different terms from those described in this prospectus.  If the trust has other series outstanding at the time it issues a new series, the prospectus, offering memorandum or other disclosure document for the new series will list the main characteristics of those other series.

A new series may only be issued if, among other things, the following conditions are satisfied:

·an indenture supplement specifying the principal terms of the new series is delivered to the owner trustee and the indenture trustee,

·the rating agency condition is satisfied for the rating agencies for each series,

·the depositors certify that the new issuance will not cause an amortization event or an event of default to occur for any series, or materially and adversely affect the amount or timing of payments to be made to the noteholders of any series,

·the indenture trustee receives a legal opinion that for federal income tax purposes, the new issuance will not cause the notes of any series to fail to qualify as debt or cause the trust to be treated as an association (or publicly traded partnership) taxable as a corporation, and

·after the new issuance, the net adjusted pool balance exceeds the required pool balance.

Noteholder Communication

A noteholder may communicate with the indenture trustee and provide notices and make requests and demands and give directions to the indenture trustee as permitted by the transaction documents through the procedures of DTC and by notice to the indenture trustee.

Three or more noteholders may request a list of all noteholders of the trust maintained by the indenture trustee for the purpose of communicating with other noteholders about their rights under the indenture or under the notes.  Any request must be accompanied by a copy of the communication that the requesting noteholders propose to send.

A noteholder may also send a request to the trust or to the servicer, on behalf of the trust, stating that the noteholder is interested in communicating with other noteholders about the possible exercise of rights under the transaction documents.  The requesting noteholder must include in the request a description of the method by which other noteholders may contact the requesting noteholder.  The trust will promptly deliver any request to the servicer.  On receipt of a communication request, the servicer will include in the Form 10-D filed in the next month the following information:

·a statement that the trust received a communication request,

·the date the request was received,

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·the name of the requesting noteholder,

·a statement that the requesting noteholder is interested in communicating with other noteholders about the possible exercise of rights under the transaction documents, and

·a description of the method by which the other noteholders may contact the requesting noteholder.

Any expenses of the trust or the servicer relating to an investor communication, including any review of documents evidencing ownership of a note and the inclusion of the investor communication information in the Form 10-D, will be paid by the servicer.

In order to make a request or demand or to provide notice to the trust, the owner trustee, the indenture trustee, the depositors, the sponsor or the servicer under the transaction documents, a noteholder must either be a noteholder of record or must provide a written certification stating that it is a beneficial owner of a note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a note.

Book-Entry Registration

The notes will be available only in book-entry form except in the limited circumstances described below.  All notes will be held in book-entry form by The Depository Trust Company, or “DTC,” in the name of Cede & Co., as nominee of DTC.  Investors’ interests in the notes will be represented through financial institutions acting on their behalf as direct and indirect participants in DTC.  Investors may hold their notes through DTC, Clearstream Banking Luxembourg S.A. or Euroclear Bank S.A./N.V., which will hold positions on behalf of their customers or participants through their depositories, which in turn will hold positions in accounts as DTC participants.  The notes will be traded as home market instruments in both the U.S. domestic and European markets.  Initial settlement and all secondary trades will settle in same-day funds.

Noteholders who hold their notes through DTC will follow the settlement practices for U.S. corporate debt obligations.  Investors who hold global notes through Clearstream or Euroclear accounts will follow the settlement procedures for conventional eurobonds, except that there will be no temporary global notes and no “lock-up” or restricted period.

Actions of noteholders under the indenture will be taken by DTC on instructions from its participants and all payments, notices, reports and statements to be delivered to noteholders will be delivered to DTC or its nominee as the registered holder of the book-entry notes for distribution to holders of book-entry notes according to DTC’s rules and procedures.

Prospective noteholders should review the rules and procedures of DTC, Clearstream and Euroclear for clearing, settlement, payments and tax withholding applicable to their purchase of the notes.  In particular, investors should note that DTC’s rules and procedures limit the ability of the issuer and the indenture trustee to make post-payable adjustments for principal and interest payments after a period of time, which may be as short as 90 days.

Notes will be issued in physical form to noteholders only if:

·the administrator determines that DTC is no longer willing or able to discharge properly its responsibilities as depository for the notes and the administrator or the depositors cannot appoint a qualified successor,

·the administrator terminates the book-entry system through DTC, or

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·after the occurrence of an event of default or a servicer termination event, a majority of a series notify the indenture trustee and DTC to terminate the book-entry system through DTC (or a successor to DTC) for that series.

Payments of interest and principal on definitive notes will be made by the indenture trustee on each payment date to registered holders of definitive notes as of the end of the prior month.  The payments will be made by check mailed to the address of the holder as it appears on the register maintained by the indenture trustee.  The final payment on a definitive note will be made only on presentation and surrender of the definitive note at the address stated in the notice of final payment to the noteholders.

Definitive notes will be transferable and exchangeable at the offices of the indenture trustee or a note registrar.  No service charge will be imposed for registration of transfer or exchange, but the indenture trustee may require payment of an amount sufficient to cover any tax or other governmental charge related to a transfer or exchange.

Computing Outstanding Principal Amount

The monthly investor report for the notes will include a note factor for each class of notes that can be used to compute the portion of the outstanding principal amount of that class of notes each month.  The factor for each class of notes will be a seven-digit decimal indicating the remaining outstanding principal amount of that class of notes as of the applicable payment date as a percentage of its original principal amount, after giving effect to payments to be made on the payment date.

The factors for each class of notes will initially be 1.0000000 and will decline as the outstanding principal amount of the class declines.  For each note, the portion of the outstanding principal amount of that class of notes can be determined by multiplying the original denomination of that note by the note factor for that class of notes.

Notes Owned by Transaction Parties

Notes owned by the trust, the depositors, the servicer or any of their affiliates will not be included for purposes of determining whether a stated percentage of any series or class has taken any action under the indenture or any transaction document.

CREDIT ENHANCEMENT

The credit enhancement described below is available only for Series 20__-__.  Series 20__-__ will not be entitled to the series enhancement available to any other series that the trust already issued or may issue in the future.

Reserve Account

The indenture trustee will establish the “reserve account” for the benefit of the Series 20__-__ noteholders.  If, on a payment date, available investor interest collections, excess interest collections available for the series from other series in excess interest sharing group one and available depositor collections allocated to the series, are insufficient to fund certain of the amounts required to be paid on that date, as described in items (1) to (7) of “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items,” the indenture trustee will apply amounts in the reserve account to the extent available to cover these shortfalls.

On the closing date, $___________ (or __% of the initial note balance of the series) will be deposited in the reserve account.  The “reserve account required amount” for a payment date is __% of the initial note balance of the series, except that (a) for a payment date relating to a subordination step-up period, the depositors may elect to increase the percentage by the step-up percentage, instead of increasing the subordination factor and (b) for a payment date relating to the early amortization period, the percentage

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will increase to __% of the initial note balance of the series, unless the depositors have already elected to increase the percentage under clause (a).  However, the depositors may reduce these percentages if the rating agency condition is satisfied for each rating agency then rating the notes.

If, on a payment date, the amount in the reserve account is less than the reserve account required amount, after making other required payments and deposits, the indenture trustee will deposit available investor interest collections, excess interest collections available for the series from other series in excess interest sharing group one and available depositor collections allocated to the series, up to the amount of the shortfall, in the reserve account, as described in item (8) of “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items.”

After the earlier of the payment in full of the series and the final maturity date, any funds remaining in the reserve account will be included in available investor principal collections.

Subordination

Series 20__-__ is structured so that the trust will pay interest and principal to each class sequentially in order of seniority.  Thus, the trust will not pay interest on a class of notes until the interest due on all more senior classes of notes is paid in full and will not pay principal of a class of notes until the principal amount of all more senior classes of notes is paid in full.

In addition, the subordinated notes bear the risk of reduction of their invested amount due to defaulted receivables and principal collections used to pay interest before each more senior class of notes.

For more information about defaulted receivables and principal collections used to pay interest, you should read “Description of the Notes — Defaulted Receivables and Principal Collections Used to Pay Interest” above.

These subordination features provide credit enhancement to more senior classes of notes, with the Class A notes benefiting the most.

Available Subordinated Amount

If, on a payment date, available investor interest collections and excess interest collections available for the series from other series in excess interest sharing group one are insufficient to fund amounts described in items (1) to (10) of “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items,” then available depositor collections will be applied to cover those shortfalls.  An application of available depositor principal collections will reduce the available subordinated amount.  In addition, during an early amortization period, available depositor collections will be available to pay principal of the notes, as described in item (2) of “Description of the Notes — Application of Investor Collections — Payment of Principal,” but an application of available depositor interest collections and available depositor principal collections will not reduce the available subordinated amount.  In both cases, available depositor principal collections may be included in available depositor collections in an amount that does not exceed the available subordinated amount.

If, on a payment date, (a) the defaulted receivables allocated to the series exceed the amounts available to cover those defaulted receivables or (b) any principal collections are used to pay interest on the notes, in each case, as described above in “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items,” then the available subordinated amount (after giving effect to any reductions on that date) will be reallocated to the invested amount for the series in an amount up to the sum of the excess defaulted receivables and that amount of available investor principal collections used to pay interest to avoid a reduction in the invested amount for the series.  The available subordinated amount will be reduced by the amount reallocated.

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The “available subordinated amount” for the series on the first determination date will be $_____________ plus the incremental subordinated amount for that date.

On each later determination date, the available subordinated amount will equal the lesser of:

·the required subordinated amount for that determination date, and

·an amount equal to:

—the available subordinated amount for the prior determination date, minus

—the amount of available depositor principal collections used to cover shortfalls of the payments and deposits to be made on the related payment date, as described in items (1) to (10) of “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items,” minus

—the amount of the available subordinated amount reallocated to the invested amount to avoid a reduction in the invested amount of the series due to defaulted receivables or principal collections used to pay interest, as described in “Description of the Notes — Defaulted Receivables and Principal Collections Used to Pay Interest,” plus

—the amount of available investor interest collections paid to the depositors to increase the available subordinated amount, as described in item (13) of “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items,” minus

—the incremental subordinated amount for the prior determination date, plus

—the incremental subordinated amount for the current determination date, minus

—the subordinated percentage of the increase in the Series 20__-__ excess funding amount since the prior payment date to the following payment date, plus

—the subordinated percentage of the decrease in the Series 20__-__ excess funding amount since the prior payment date to the following payment date, plus

—an amount equal to the increase, if any, in the required subordinated amount as a result of a change in the subordination factor since the prior determination date, minus

—an amount equal to the decrease, if any, in the required subordinated amount as a result of a change in the subordination factor since the prior determination date, plus

—any increases made by the depositors, as described in the next paragraph.

The depositors may at any time increase the available subordinated amount so long as the cumulative amount of the increases does not exceed ___% of the initial note balance of the series.  The depositors will not be obligated to increase the available subordinated amount at any time.  If the available subordinated amount falls below the required subordinated amount, an amortization event may occur for Series 20__-__.  However, the depositors may elect to increase the available subordinated amount at the time an amortization event would occur to prevent or delay the occurrence of the amortization event.

The “required subordinated amount” for Series 20__-__ for any date will equal:

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·the product of (a) the subordinated percentage for that date, multiplied by (b) the excess of the initial note balance of the series over the Series 20__-__ excess funding amount (after giving effect to any changes in that amount on that date), plus

·the incremental subordinated amount for that date.

The “subordinated percentage” for Series 20__-__ will equal the subordination factor, divided by the excess of 100% over the subordination factor.

The “subordination factor” for the Series 20__-__ notes is ____%, but will increase to ____% during a subordination step-up period, unless the depositors elect to increase the reserve account required amount and deposit the related increase amount in the reserve account.  A “subordination step-up period” will start on any determination date for which the average of the monthly payment rates on the receivables for the three prior months is less than __%, and will continue until any later determination date for which the average of the monthly payment rates on the receivables for the three prior months is greater than or equal to __%.

The subordinated percentage will equal approximately ____% when calculated using a subordination factor of ____% and will equal approximately ____% when calculated using a subordination factor of ____%.  The difference between these percentages is the “step-up percentage.”

The “incremental subordinated amount” for Series 20__-__ for any determination date will equal:

·a fraction:

—the numerator of which is (a) the adjusted invested amount on the payment date following that determination date (after giving effect to any changes to be made in that amount on that payment date), plus (b)  the product of the initial note balance of the series multiplied by the excess of the required pool percentage over 100%, plus (c) the required subordinated amount on that determination date (without giving effect to the incremental subordinated amount), minus (d) the Series 20__-__ excess funding amount on that determination date (after giving effect to any changes in that amount on that determination date), and

—the denominator of which is the pool balance on that determination date, multiplied by

·the excess of (a) the aggregate principal balance of ineligible receivables and receivables that contribute to overconcentrations for that determination date, over (b) the aggregate principal balance of ineligible receivables and receivables that contribute to overconcentrations that, in each case, became defaulted receivables on or after the prior determination date and before the current determination date.

Excess Spread

“Excess spread” for the series for a payment date will be the amount, if any, by which available investor interest collections exceeds the interest payments on the notes and the senior fees and expenses of the trust, as described in items (1) to (6) of “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items.”  Any excess spread will be available on each payment date to cover shortfalls in other items in the priority of payments, including to cover losses on any defaulted receivables allocated to the series and to make required deposits in the reserve account.

[CREDIT RISK RETENTION]

[To be added for offerings after December 24, 2016:]

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[The risk retention regulations in Regulation RR of the Securities Act require the sponsor, either directly or through its wholly-owned affiliates, to retain an economic interest in the credit risk of the receivables.  The depositors are wholly-owned affiliates of the sponsor and will retain the required economic interest in the credit risk of the receivables to satisfy the sponsor’s obligations under Regulation RR.

Under Regulation RR, the depositors must retain a “seller’s interest” of not less than 5% of the principal amount of the notes of each series, excluding any notes held to maturity by the sponsor or its wholly-owned affiliates.  The depositors’ retention of the depositor interest satisfies the requirements for a “seller’s interest” under Regulation RR, because the subordinated percentage used to calculate the required subordinated amount for Series 20__-__ and each outstanding series is greater than [5]%.  The principal portion of the depositor interest is the depositor amount, which is required to be maintained in an amount at least equal to the required depositor amount.  The required depositor amount is equal to the sum of (a) the sum of the available subordinated amounts for each series and (b) if any series has a required pool percentage in excess of 100%, the amount of such excess times the initial invested amount of that series.  The portion of the depositor amount in excess of the available subordinated amounts of each series is pari passu with each series, and fluctuates with the changes in the pool balance.  The depositors are required to hold the depositor interest for the life of the securitization transaction.  None of Ford Credit, the depositors or any of their affiliates may hedge the depositor interest.

On the closing date, the depositor amount will be __% of the aggregate principal amount of the notes of each series issued by the trust, based on the pool balance as of ______, 20__.  The actual percentage of the aggregate principal amount of the notes of each series represented by the depositor amount on the closing date will be included in the first investor report for the trust.]

SERVICING

The servicer will service the receivables and this securitization transaction under a sale and servicing agreement among the trust, the depositor and the servicer.  The following description summarizes the main terms of the sale and servicing agreement but is not a complete description of the entire agreement.  For more details about the sale and servicing agreement, you should read the form of sale and servicing agreement that is included as an exhibit to the registration statement filed with the SEC that includes this prospectus.

Servicing Obligations

Under the sale and servicing agreements, the servicer’s main obligations will be to:

·verify payoff of the receivables after the sale of the financed vehicles,

·collect and apply all payments made on the receivables and any other amounts received related to the receivables,

·monitor dealer credit line balances,

·conduct on-site vehicle inventory audits,

·send invoices and respond to dealer inquiries,

·process adjustments to the principal balance of the receivables,

·administer processing days violations, payment and other defaults, status accounts and charge-offs,

·administer enforcement proceedings on defaulted accounts,

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·maintain accurate and complete records and computer systems for the servicing of the receivables,

·instruct the indenture trustee or the trust to make withdrawals and payments from the trust bank accounts, and

·provide monthly investor reports and directions to the indenture trustee.

The servicer is not required or permitted to make advances for shortfalls in scheduled payments on receivables, collections or other cash flows on the receivables.

The servicer may delegate or perform its servicing obligations to or through others.  No delegation or subcontracting will relieve the servicer of its servicing obligations.  The servicer will be responsible for paying the fees of any delegates or subcontractors.

Servicing Procedures and Servicer Covenants

The servicer will service the receivables according to the policies and procedures that it uses in servicing dealer floorplan receivables for its own account or for others and in material compliance with law.  In servicing the receivables, the servicer may change its policies and procedures and the terms relating to the accounts designated to the trust if:

·it will not cause an amortization event or an event of default to occur or adversely affect the amount or timing of payments to be made to the noteholders of any series,

·the change applies to all dealer floorplan accounts owned or serviced by the servicer, and

·in the case of a reduction in the rate of interest charged on the receivables, the reduction will not cause the interest earned on the receivables to be less than the interest payable on the notes and the servicing fee and back-up servicing fee, if any.

The servicer may not:

·permit the rescission or cancellation of a receivable, except as ordered by a court or other government authority,

·do anything to impair the rights of the noteholders in the receivables,

·reschedule, revise or defer payments due on a receivable, except according to its policies and procedures, or

·sell, transfer or pledge to another person or permit the creation or existence of a lien on the receivables sold to the trust, except for the lien of the indenture.

If Ford Credit discovers or is notified that it breached any of its covenants as servicer, and the breach has a material adverse effect on any receivables, Ford Credit will purchase those receivables as of the first day of the month that starts more than 60 days following the discovery or notice, unless it corrects the breach before that date.  The purchase price will be the principal balance of the affected receivables plus accrued interest and will be paid to the trust at least two business days before the payment date immediately following the end of the cure period.  This purchase is the only remedy available to the noteholders in case of a breach by Ford Credit of its servicer covenants.  Under the sale and servicing agreements, a successor servicer will not be obligated to repurchase receivables.

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The servicer will also agree to notify the indenture trustee and the rating agencies of an event of default, amortization event or servicer termination event within five business days of obtaining actual knowledge of the event.

Servicing Fees

The servicer will receive a fee for its servicing activities and reimbursement of expenses incurred in administering the trust.  This servicing fee will accrue for each series in the amounts and will be calculated as described in “Description of the Notes — Servicing Compensation and Payment of Expenses.”  Each series’ servicing fee will be payable from interest collections allocable to that series in the priority described in “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items.”  No noteholder or the trust will be responsible for any servicing fee allocable to the depositor interest, unless the servicing fee is allocated to the related series from the amounts distributable to the depositors.  The servicer may elect to lower the percentage used to calculate the servicing fee.

Trust Bank Accounts

The indenture trustee established and will maintain for the benefit of the noteholders of all series, a “collection account” and an “excess funding account.”  The servicer will deposit in the collection account collections on the receivables up to the amount required for payment on the next payment date as described in “— Deposit of Collections” below.

For more information about allocation and application of collections in the collection account, you should read “Pool Balance, Depositor Amount and Allocations — Allocation and Application of Collections.”  For more information about the excess funding account, you should read “Pool Balance, Depositor Amount and Allocations — Excess Funding Account.”

On or before the closing date, the indenture trustee will establish and maintain for the benefit of the Series 20__-__ noteholders the principal funding account, the reserve account and the accumulation period reserve account for Series 20__-__.

At the direction of the servicer, the funds in the trust bank accounts will be invested in highly rated investments that mature or are made available on or before the day the funds are required to be available for payment.  All net investment earnings from the investments in the collection account and the excess funding account will be treated as interest collections.  All net investment earnings from the investments in the principal funding account, the reserve account and the accumulation period reserve account will be treated as available investor interest collections for Series 20__-__.

Funds in the trust bank accounts will be trust property and the servicer will have no access to the funds in the trust bank accounts.  Only the indenture trustee may withdraw funds from these accounts to pay trust obligations, including payments to the noteholders.  The indenture trustee will make payments from the collection account to the noteholders and others based on information provided by the servicer.

Deposit of Collections

The servicer will deposit the payments collected on the receivables in the collection account until it has deposited the required amounts for each month.  The amount that the servicer is required to deposit for that series will depend on whether the series is in its revolving period or accumulation or amortization periods, but generally will equal the amounts required to be paid for the series on the next payment date.  The servicer will deposit the required amounts in the collection account no later than two business days after processing the payments to the accounts of the dealers.  However, if Ford Credit’s short-term unsecured debt is rated equal to or higher than [“R-1 (middle)” by DBRS, “F1” by Fitch, “P-1” by Moody’s and “A-1” by Standard & Poor’s], if such rating agency is rating any notes issued by the trust, and if no servicer termination event has occurred, Ford Credit may deposit collections in the collection account on

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the business day before each payment date.  On that date, Ford Credit will deposit in the collection account funds only to the extent that those funds are required for deposit in other trust accounts or for payments to the noteholders, the depositors and other parties.  The servicer may retain its servicing fee for any series and will not be required to deposit the fee in the collection account.

Custodial Obligations of Ford Credit

Ford Credit will act as custodian for the trust and the indenture trustee and will retain the account file  for the dealer accounts designated to the trust and the receivables sold to the trust.  The physical documents in the account files will not be separated from other similar documents held by Ford Credit and will not be stamped or marked to reflect the designation of the account to the trust or the sale of the receivables to the depositors and the sale of the receivables to the trust.  The account files are held by Ford Credit as described in “Sponsor and Servicer — Underwriting and Credit Review Process.”

Limitations on Liability

The servicer will not be liable to the trust or the noteholders for any action or omission or for any error in judgment, unless it is willful misconduct, bad faith or negligence in the performance of its obligations.  The servicer will not be obligated to start, pursue or participate in any legal proceeding that is not incidental to its servicing obligations and that may cause it to incur expense or liability.  The servicer will indemnify the trust, the owner trustee and the indenture trustee for damages resulting from the servicer’s willful misconduct, bad faith or negligence in the performance of its servicing obligations.

Amendments to Sale and Servicing Agreements and Receivables Purchase Agreements

The issuer, the related depositor and the servicer may amend each sale and servicing agreement with prior notice to the rating agencies for each series:

·without the consent of any noteholders, to correct an ambiguity or to correct or supplement any inconsistent term, if the administrator certifies that the action will not cause an amortization event or an event of default to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series or class,

·without the consent of any noteholders, to add, modify or eliminate a term or modify in any manner the rights of the noteholders, if (a) the administrator certifies that the amendment will not cause an amortization event or an event of default to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series or class, and (b) the rating agency condition is satisfied for the rating agencies for each series,

·with the consent of a majority of each adversely affected series, to make another change, except as described below, and

·with the consent of each noteholder affected, to (a) reduce the amount or delay the timing of a payment or deposit, (b) change the manner of calculating the interests of a noteholder in the trust property, and (c) reduce the percentage of the note balance of the notes required to consent to an amendment.

The issuer, the related depositor and the servicer may amend each receivables purchase agreement with prior notice to the rating agencies for each series:

·without the consent of any noteholders, to correct an ambiguity or to correct or supplement any inconsistent term, if the related depositor certifies that the action will not cause an amortization event or an event of default to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series or class,

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·without the consent of any noteholders, to add, modify or eliminate a term or modify the rights of the noteholders, if (a) the related depositor certifies that the amendment will not cause an amortization event or an event of default to occur, or adversely affect the amount or timing of payments to be made to the noteholders of any series or class, and (b) the rating agency condition is satisfied for the rating agencies for each series,

·with the consent of a majority of each adversely affected series, to make another change, except as described below, and

·with the consent of each noteholder affected, to (a) reduce the amount or delay the timing of a payment or deposit, (b) change the manner of calculating the interests of a noteholder in the trust property, and (c) reduce the percentage of the note balance required to consent to an amendment.

Resignation and Termination of Servicer

Ford Credit may not resign as servicer unless it is legally unable to perform its servicing obligations.  No resignation will become effective until a successor servicer has assumed Ford Credit’s servicing obligations.

The servicer may be terminated if a servicer termination event occurs.  A “servicer termination event” is:

(1)the servicer fails to make a payment, transfer or deposit, or to instruct the indenture trustee to make a payment, transfer or deposit, on the required date, and that failure continues for five business days,

(2)the servicer fails to observe or perform its other covenants or agreements, and the failure:

·causes an amortization event or an event of default to occur, adversely affects the amount or timing of payments to be made to the noteholders of any series or class or causes the net adjusted pool balance to be less than the required pool balance, and

·continues unremedied for 60 days after notice to the servicer by the indenture trustee, or to the servicer and the indenture trustee by holders of 10% or more of the note balance of all affected series,

(3)a representation made by the servicer in the sale and servicing agreement, or in any certificate delivered as required by the sale and servicing agreement, is later determined to have been incorrect when made and it:

·causes an amortization event or an event of default to occur, adversely affects the amount or timing of payments to be made to the noteholders of any series or class or causes the net adjusted pool balance to be less than the required pool balance, and

·continues unremedied for 60 days after notice to the servicer by the indenture trustee or to the servicer and the indenture trustee by noteholders of 10% or more of the note balance of all affected series,

(4)the servicer assigns or delegates its obligations, except as permitted under the sale and servicing agreement, or

(5)bankruptcy of the servicer.

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A delay in or failure of performance referred to in clause (1) above for ten business days after the five-day cure period, or referred to in clause (2) or (3) for 60 business days after the 60-day cure period, will not be a servicer termination event if the delay or failure could not be prevented by the exercise of reasonable diligence by the servicer and the delay or failure was caused by an act of god or other similar occurrence outside the reasonable control of the servicer.  If any of these events occur, the servicer must use all commercially reasonable efforts to perform its obligations in a timely manner and must notify the indenture trustee and the trust of its failure or delay, together with a description of its efforts to perform its obligations.

The servicer must notify the indenture trustee and the rating agencies of the occurrence of a servicer termination event within five business days of obtaining actual knowledge of the event.

As long as a servicer termination event remains unremedied, the indenture trustee or a majority of all series may terminate the servicer.

Back-up Servicer

The back-up servicer will review the servicer’s operations annually, receive monthly receivables data and confirm certain information on the monthly investor reports using a data dictionary of the terms used in Ford Credit’s dealer floorplan receivables system.  If the servicer resigns or is terminated, the back-up servicer will be the successor servicer.

As compensation for performing its obligations, the trust will pay a fee to the back-up servicer and reimburse the back-up servicer for certain expenses in performing its obligations.

The servicer may terminate the back-up servicer if the back-up servicer breaches its representations and covenants, fails to perform its obligations, ceases to have a long-term debt rating of at least “BBB-” from Standard & Poor’s or “Baa3” from Moody’s, or becomes subject to a bankruptcy proceeding.  The back-up servicer may not resign except on a determination that the performance of its obligations is no longer permissible under law, or with the consent of the servicer.  For the resignation or termination of the back-up servicer, the servicer will appoint a successor back-up servicer that satisfies the eligibility criteria for a servicer under the sale and servicing agreement.  No resignation or termination of the back-up servicer will become effective until a successor back-up servicer is in place that, where required by a rating agency, satisfies the rating agency condition for the rating agency.

The servicer may also terminate the back-up servicer, without being required to appoint a successor back-up servicer, if the long-term debt ratings of Ford Credit are at least “BBB-” from Standard & Poor’s and “Baa3” from Moody’s.

The back-up servicing agreement may be amended, with prior notice to the rating agencies of each series, but without the consent of any noteholder, if the amendment will not cause an amortization event or an event of default to occur or adversely affect the amount or timing of payments to be made to the noteholders of any series or class.

Successor Servicer

If the servicer resigns or is terminated, the back-up servicer will be the successor servicer.  If there is no back-up servicer in place at that time, the indenture trustee will be the successor servicer.  In that event, the indenture trustee, acting at the direction of the noteholders, may appoint a successor servicer that satisfies the eligibility criteria for a servicer under the sale and servicing agreements.  A termination of the servicer will not be effective until a successor servicer is appointed.

The servicer agrees to cooperate to effect a transition of servicing of the receivables to a successor servicer and make available its records for the dealer floorplan accounts and the receivables.  The

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servicer is not required to make available or license its proprietary servicing procedures, processes, models, software or other applications.

The indenture trustee will establish a “back-up servicer reserve account” and the servicer will deposit $[200,000] in that account.  If the back-up servicer becomes the successor servicer, the trust will reimburse the back-up servicer for its reasonable expenses incurred in the transition of servicing of the receivables from amounts in the back-up servicer reserve account.  Transition expenses in excess of the amount in the back-up servicer reserve account will be paid to the back-up servicer from interest collections allocable to each series.  If there is no back-up servicer, the predecessor servicer will reimburse the successor servicer for reasonable expenses incurred in the transition of servicing of the receivables to the successor servicer.

If the indenture trustee cannot appoint an eligible successor servicer and the servicer cannot correct a servicer termination event, the depositors may purchase the receivables in the trust on the next payment date at a price equal to the amounts stated for each series in the related indenture supplement.

If the servicer is in bankruptcy proceedings, the court may have the power to prevent either the indenture trustee or the noteholders from appointing a successor servicer.

MONTHLY REPORTS

On or before the determination date in each month, the servicer will prepare and deliver an investor report to the owner trustee, the indenture trustee, the depositors and the rating agencies.  Each investor report will contain information about payments to be made on the Series 20__-__ notes on the payment date, the performance of the receivables during the prior month and the status of credit enhancements.  An officer of the servicer will certify the accuracy of the information in each investor report.  The servicer will post each investor report on its website located at www.fordcredit.com/institutionalinvestments/index.jhtml on the payment date.  The investor report will contain the following information for each payment date:

·the total amount of interest collections and principal collections available for payment to all series,

·the interest collections and principal collections allocated to the series,

·the amount of interest and principal paid on the notes,

·fees and expenses payable to the indenture trustee, the owner trustee and the asset representations reviewer,

·the principal balance of new receivables originated during the prior month under the designated accounts,

·the amount of defaulted receivables allocated to the series,

·the monthly payment rate,

·the balance of the reserve account and the amount of any withdrawals from or deposits in the reserve account to be made on the payment date,

·the balance of the excess funding account and any net deposits in or withdrawals from the excess funding account during the prior month,

·reductions of the invested amount of the series and any reimbursements of previous reductions of the invested amount,

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·the pool balance, the adjusted pool balance, the net adjusted pool balance,

·the invested amount, the adjusted invested amount and the note balance of the notes,

·the available subordinated amount including the incremental subordinated amount and the required subordinated amount,

·the amount of redesignated accounts or reassigned or repurchased receivables and any repurchase demand activity,

·any material change in the depositor interest, and

·whether the status trigger has occurred.

[To be added for offerings after December 24, 2016:]

[The first investor report will also include the actual percentage of the aggregate principal amount of the notes of each series represented by the depositor amount on the closing date, as described in “Credit Risk Retention.”]

The servicer will use the investor report to instruct the indenture trustee on payments to be made to the Series 20__-__ noteholders on each payment date.  The indenture trustee will not be obligated to verify calculations made by the servicer.  On each payment date, the indenture trustee, as paying agent, will forward the investor report to each Series 20__-__ noteholder of record or make the investor report available to noteholders through the indenture trustee’s internet website, which is located at https://_________________.

The servicer, on behalf of the trust, will file a Form 10-D for the trust with the SEC within 15 days after each payment date which will include the investor report for that payment date and the following information, if applicable:

·a description of the events that triggered a review of the review receivables by the asset representations reviewer during the prior month,

·if the asset representations reviewer delivered its review report during the prior month, a summary of the report,

·if the asset representations reviewer resigned or was removed, replaced or substituted, or if a new asset representations reviewer was appointed during the prior month, the identity and experience of the new asset representations reviewer, the date the change occurred, the circumstances surrounding the change, and

·a statement that the trust received a request from a noteholder during the prior month to communicate with other noteholders, together with the date the request was received, the name of the requesting noteholder, a statement that the requesting noteholder is interested in communicating with other noteholders about the possible exercise of rights under the transaction documents and a description of the method which the other noteholders may contact the requesting noteholder.

ANNUAL COMPLIANCE REPORTS

The servicer will prepare or obtain a number of annual reports, statements or certificates for the trust.  No later than 90 days after the end of the calendar year, the servicer will provide to the depositor, the owner trustee, the indenture trustee and the rating agencies the following:

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·Compliance Certificate:  a certificate stating that the servicer fulfilled all of its obligations under the sale and servicing agreements in all material respects throughout the prior calendar year or, if there was a failure to fulfill any obligation in any material respect, stating the nature and status of each failure,

·Assessment of Compliance:  a report on an assessment of compliance with the minimum servicing criteria about general servicing, cash collection and administration, investor payments and reporting and pool asset administration during the prior calendar year for each series that is subject to Regulation AB under the Securities Act of 1933, including disclosure of a material instance of noncompliance identified by the servicer, and

·Attestation Report:  a report by a registered public accounting firm that attests to, and reports on, the assessment made by the servicer of compliance with the minimum servicing criteria for each series that is subject to Regulation AB under the Securities Act of 1933 described above, which must be made according to standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board.

The servicer will file the compliance certificate, the assessment report and the attestation report with the SEC as exhibits to the trust’s annual report on Form 10-K within 90 days after the end of the calendar year.  A copy of these items may be obtained by any noteholder by request to the indenture trustee.

TRANSACTION PARTIES

The following descriptions of the transaction parties summarize certain parts of the transaction documents to which they are parties, including the trust agreement, the indenture and the indenture supplement, the administration agreement and the asset representations review agreement, but are not complete descriptions of these agreements.  For more details about the transaction documents, you should read the forms of the transaction documents that are included as exhibits to the registration statement filed with the SEC that includes this prospectus.

Depositors

The depositors of receivables to the trust are Ford Credit Floorplan Corporation and Ford Credit Floorplan LLC.  Each depositor meets the registrant requirements of paragraph I.A.1 of the General Instructions to Form SF-3.

Ford Credit Floorplan Corporation is a Delaware corporation incorporated in February 1991.  Ford Credit Floorplan LLC is a Delaware limited liability company organized in Delaware in August 1997.  Each is wholly-owned by Ford Credit.  Each was formed for the limited purpose of purchasing receivables from Ford Credit and selling the receivables to the trust for securitization transactions.

In connection with the offering of the notes, the chief executive officer of each depositor will make the certifications required under the Securities Act about this prospectus, the disclosures made about the characteristics of the receivables and the structure of this securitization transaction, the risks of owning the notes and whether the securitization transaction will produce sufficient cash flows to make interest and principal payments on the notes when due.  This certification will be filed by each depositor with the SEC at the time of filing of this prospectus.  The certification should not be considered to reduce or eliminate the risks of investing in the notes.

Each depositor will make representations about the characteristics of the receivables and the related designated accounts.  In addition, each depositor will represent that it owns the receivables free of liens or claims.  If any representation is later discovered to have been untrue when made and the breach has a material adverse effect on a receivable, that depositor must repurchase the receivable unless it corrects the breach in all material respects before the date it is required to repurchase the receivable.  In addition,

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the depositors must enforce Ford Credit’s repurchase obligation described in “Trust Property — Obligation to Repurchase of Receivables.”

The depositors will:

·be responsible for filing any required income tax or franchise tax returns for the trust and for filing and maintaining the effectiveness of the financing statements that perfect the trust’s security interest in the receivables and other trust property,

·pay the administrator’s annual fees,

·indemnify the owner trustee for liabilities and damages resulting from the owner trustee’s performance of its obligations under the trust agreement unless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment) of the owner trustee or the breach of representations made by the owner trustee in the trust agreement,

·reimburse the expenses of the owner trustee or the indenture trustee if they resign or are removed, if those expenses are not paid by the trust, and

·indemnify the underwriters for certain liabilities as described in “Underwriting.”

The depositors may retain all or a portion of any class of notes issued by the trust.  Any retained notes may be sold by the depositors in private placements or other non-registered offerings and will not be offered by this prospectus.

Issuing Entity

The issuing entity for Series 20__-__ is Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust.  The trust’s fiscal year is the calendar year.

The trust is a master trust structured to issue notes in series.  Each series will consist of one or more classes, which may be issued at the same time or at different times.

The purposes of the trust are to:

·acquire and hold the receivables and other trust property,

·issue notes in series and pledge the trust property to the indenture trustee to secure payments on the notes,

·make payments on each series, and

·engage in other related activities to accomplish these purposes.

The trust may not engage in other activities and may not invest in other securities or make loans to anyone.

The depositors and the owner trustee may amend the trust agreement, without the consent of the noteholders, if the depositors provide an officer’s certificate that the amendment will not have a material adverse effect on the notes.  If no officer’s certificate is delivered, the amendment will require the consent of a majority of each series.

The trust may not dissolve, merge with or sell substantially all its assets to anyone or impair the first priority lien of the indenture trustee in the trust property except as permitted by the transaction documents.

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The depositors and the servicer will indemnify the trust for liabilities and damages resulting from the depositor’s or the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its obligations under the sale and servicing agreements.

The trust is a master trust that issues notes in series.  On the closing date, the trust will issue the notes.  The trust has issued other series of notes, each of which is also secured by the assets of the trust.  The material terms of each series of notes are summarized in Annex A to this prospectus.  Some series issued by the trust are “variable funding notes,” the principal amount of which may be increased or decreased periodically at the discretion of the depositors.  The following table shows the expected capitalization of the trust on the closing date, after issuance of the notes:

	Principal Amount
Series 20__-__		$
Series 20__-__
Series 20__-__
Total		$

Administrator

Ford Credit is the administrator of the trust under an administration agreement.

The administrator’s main obligations will be to provide notices on behalf of the trust and perform all administrative obligations of the trust under the transaction documents, including to:

·obtain and maintain the trust’s qualification to do business where necessary,

·notify the rating agencies for each series and the indenture trustee of events of default,

·prepare and file reports with the SEC,

·cause the servicer to perform its obligations under the sale and servicing agreements, and

·causing the indenture trustee to notify the noteholders of the redemption of their notes.

The depositors will pay the administrator an annual administration fee.

The administrator will indemnify the owner trustee and the indenture trustee for liabilities and damages resulting from the performance of their obligations under the transaction documents unless resulting from their willful misconduct, bad faith or negligence (other than errors in judgment) or breach of their representations in the transaction documents.

The administrator may resign at any time by giving 60 days’ notice to the trust, the indenture trustee and the owner trustee.  The owner trustee, with the consent of a majority of each series, may remove the administrator if (a) the administrator fails to perform in any material respect its obligations, which continues for 15 days after the administrator receives notice of the failure from the trust, the owner trustee or the indenture trustee or (b) an insolvency event of the administrator occurs.  No resignation or removal of the administrator will become effective until a successor administrator is in place.  No resignation or termination of the administrator will become effective until a successor administrator is in place.

Owner Trustee

_______________, a _______________, acts as the “owner trustee” under the trust agreement.

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[Insert description of Owner Trustee, including prior experience as Owner Trustee for ABS transactions involving similar assets as required by Item 1109(a)(2) of Regulation AB].

The owner trustee’s main obligations will be to:

·maintain an account for the benefit of the depositors, and

·execute documents on behalf of the trust.

The owner trustee will not be liable for any action, omission or error in judgment unless it is willful misconduct, bad faith or negligence by the owner trustee.  The owner trustee will not be required to exercise its rights or powers under the transaction documents or to start, conduct or defend any legal proceedings on behalf of the trust at the direction of the depositors unless the depositors have offered reasonable security or indemnity satisfactory to the owner trustee to protect it against the costs and expenses that it may incur in complying with the direction.

The depositors and the administrator will indemnify the owner trustee for all liabilities and damages resulting from the owner trustee’s performance of its obligations under the trust agreement unless resulting from the willful misconduct, bad faith or negligence (other than errors of judgment) of the owner trustee or the breach of representations made by the owner trustee in the trust agreement.  The servicer will indemnify the owner trustee for liabilities and damages resulting from the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its obligations as servicer.  Each depositor will indemnify the owner trustee for all liabilities and damages resulting from the depositor’s willful misconduct, bad faith or negligence in the performance of its obligations under the transaction documents.

The trust will pay the acceptance fees and annual fees of the owner trustee, reimburse the owner trustee for expenses incurred in performing its obligations, and pay other indemnities to the owner trustee and not paid by the depositors or the administrator.  The trust will pay these amounts to the owner trustee on each payment date, along with similar amounts owed to the indenture trustee and the asset representations reviewer and expenses incurred by the trust under the transaction documents, up to the limit of $_______ per year, after the trust makes interest payments on the notes but before the trust makes other payments.  The trust will pay any of these amounts in excess of the limit only after all other fees and expenses of the trust, and all required interest and principal payments on the notes and after any required deposits in the reserve account and the accumulation period reserve account are made.

The owner trustee may resign at any time by notifying the depositors and the administrator.  The administrator may remove the owner trustee at any time and for any reason, and must remove the owner trustee if the owner trustee becomes legally unable to act as owner trustee, becomes subject to a bankruptcy or is no longer eligible to act as owner trustee under the trust agreement because of changes in its legal status, financial condition or ratings.  No resignation or removal of the owner trustee will be effective until a successor owner trustee is in place.  If not paid by the trust, the depositors will reimburse the owner trustee and the successor owner trustee for the expenses for replacement of the owner trustee.

The trust agreement will terminate on:

·the occurrence of the trust termination date stated in the trust agreement, and

·at the option of the depositors, the day after all rights of all series to receive payments from the trust have terminated.

On termination of the trust agreement, any remaining trust property will be distributed to the depositors and the trust will be terminated.

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Indenture Trustee

______________, a ______________, is the “indenture trustee” under the indenture.

[Insert description of Indenture Trustee, including prior experience as Indenture Trustee for ABS transactions involving similar assets as required by Item 1109(a)(2) of Regulation AB].

The indenture trustee’s main obligations will be to:

·hold the security interest in the receivables and other trust property on behalf of the noteholders,

·administer the trust’s bank accounts,

·enforce remedies following an event of default and acceleration of the notes,

·act as note registrar to maintain a record of noteholders and provide for the registration, transfer, exchange and replacement of notes,

·act as note paying agent to make payments from the trust’s bank accounts to the noteholders and others; and

·notify the noteholders of an event of default.

Except in certain limited circumstances, if the indenture trustee knows of an event that with notice or the lapse of time or both would become an event of default, it must provide written notice to the noteholders within 90 days.  If the indenture trustee knows of an event of default, it must notify all noteholders within five business days.  If the notes have been accelerated, the indenture trustee may, and at the direction of a majority of each series must, start proceedings for the collection of amounts payable on the notes and enforce any judgment obtained, start foreclosure proceedings and, in certain circumstances, sell the trust property allocable to the affected series.

The indenture trustee’s standard of care changes depending on whether an event of default has occurred.  Before an event of default, the indenture trustee will not be liable for any action, omission or error in judgment unless it is willful misconduct, bad faith or negligence by the indenture trustee.  Following an event of default, the indenture trustee must exercise its rights and powers under the indenture and each indenture supplement using the same degree of care and skill that a prudent person would use under the circumstances in conducting his or her own affairs.  However, the indenture trustee will not be liable in any event for special, indirect or consequential loss or damage.  Following an event of default, the indenture trustee may assert claims on behalf of the trust and the noteholders against the depositors and Ford Credit.

For a description of the rights and obligations of the indenture trustee after an event of default and on acceleration of the notes, you should read “Description of the Notes — Events of Default and Acceleration.”

The indenture trustee must mail an annual report to the noteholders if events stated in the Trust Indenture Act have occurred during the prior calendar year, including a change to the indenture trustee’s eligibility under the Trust Indenture Act, a conflict of interest under the Trust Indenture Act, a release of trust property from the lien of the indenture and any action taken by the indenture trustee that has a material adverse effect on the notes.

The indenture trustee will not be required to exercise its rights or powers, spend or risk its own funds or incur financial liability in the performance of its obligations if it reasonably believes that it is not likely to be repaid or indemnified by the trust.  The indenture trustee also will not be required to take action in response to requests or directions of the noteholders, other than requests, demands or directions relating

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to an asset representations review, unless the noteholders have offered reasonable security or indemnity satisfactory to the indenture trustee to protect it against the costs and expenses that it may incur in complying with the request or direction.

The trust and the administrator will indemnify the indenture trustee for all liabilities and damages resulting from the indenture trustee’s performance of its obligations under the indenture and each indenture supplement unless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment) of the indenture trustee or the breach of representations made by the indenture trustee in the indenture or an indenture supplement.  The servicer will indemnify the indenture trustee for damages resulting from the servicer’s willful misconduct, bad faith or negligence (other than errors in judgment) in the performance of its obligations as servicer.  Each depositor will indemnify the indenture trustee for all liabilities and damages resulting from the depositor’s willful misconduct, bad faith or negligence in the performance of its obligations under the transaction documents.

The trust will pay the acceptance fees and annual fees of the indenture trustee, reimburse the indenture trustee for expenses incurred in performing its obligations, and pay any indemnities due to the indenture trustee and not paid or reimbursed by the depositors or the administrator.  The trust will pay these amounts to the indenture trustee on each payment date, along with similar amounts owed to the owner trustee and the asset representations reviewer and expenses incurred by the trust under the transaction documents, up to the limit of $_______ per year, after the trust makes interest payments on the notes but before the trust makes other payments.  The trust will pay any of these amounts in excess of the limit only after paying in full on that payment date all other fees and expenses of the trust, and all required interest and principal payments on the notes and after any required deposits in the reserve account and the accumulation period reserve account have been made.

Under the Trust Indenture Act, the indenture trustee have a conflict of interest and be required to resign as indenture trustee for the notes or a class of notes if a default occurs under the indenture.  In these circumstances, separate successor indenture trustees will be appointed for each class of notes.

The indenture trustee may resign at any time by notifying the trust.  A majority of each series may remove the indenture trustee at any time and for any reason by notifying the indenture trustee and the trust.  The trust must remove the indenture trustee if the indenture trustee becomes legally unable to act as indenture trustee, becomes subject to a bankruptcy or is no longer eligible to act as indenture trustee under the indenture or any indenture supplement because of changes in its legal status, financial condition or ratings.  No resignation or removal of the indenture trustee will become effective until a successor indenture trustee is in place.  If not paid by the trust, the depositors will reimburse the indenture trustee and the successor indenture trustee for any expenses for replacement of the indenture trustee.

[Back-up Servicer

____________, a ______________,  is the “back-up servicer” under the back-up servicing agreement.

[Insert description of back-up servicer, including prior experience as back-up servicer for ABS transactions involving similar assets as required by Item 1108(b)(2) of Regulation AB].

For more information about the back-up servicer, you should read “Servicing — Back-up Servicer.”]

Asset Representations Reviewer

_____________, a _________, will act as the “asset representations reviewer” under the asset representations review agreement.

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[Insert description of asset representations reviewer, including prior experience as asset representations reviewer for ABS transactions involving similar assets as required by Item 1109(b)(2) of Regulation AB].

The asset representations reviewer is an “eligible asset representations reviewer,” meaning that (i) it is not affiliated with the sponsor, the depositors, the servicer, the indenture trustee, the owner trustee or any of their affiliates and (ii) neither it nor any of its affiliates has been hired by the sponsor or the underwriters to perform pre-closing due diligence work on the receivables.  For so long as the notes remain outstanding, the asset representations reviewer must be an eligible asset representations reviewer.

The asset representations reviewer’s main obligations will be to:

·review each review receivable following receipt of a review notice from the indenture trustee, and

·provide a report on the results of the review to the trust, the servicer and the indenture trustee.

For a description of the review to be performed by the asset representations reviewer, you should read “Trust Property — Asset Representations Review.”

The asset representations reviewer is not responsible for (a) reviewing the accounts and receivables for compliance with the representations under the transaction documents, except in connection with a review under the asset representations review agreement or (b) for determining whether noncompliance with any representation is a breach of the transaction documents or if any receivable is required to be repurchased.

The asset representations reviewer will not be liable for any action, omission or error in judgment unless it is willful misconduct, bad faith or negligence by the asset representations reviewer.  However, the asset representations reviewer will not be liable in any event for special, indirect or consequential loss or damage.  The asset representations reviewer will not be liable for any errors in any review materials relied on by it to perform a review or for the noncompliance or breach of any representation made about the receivables.

The trust will indemnify the asset representations reviewer for all liabilities and damages resulting from the asset representations reviewer’s performance of its obligations under the asset representations review agreement unless resulting from the willful misconduct, bad faith or negligence (other than errors in judgment) of the asset representations reviewer or the breach of representations made by the asset representations reviewer in the asset representations review agreement.

The trust will pay the annual fees and review fees of the asset representations reviewer, reimburse the asset representations reviewer for their reasonable out-of-pocket travel expenses for a review and pay any indemnities due to the asset representations reviewer, to the extent those amounts are not paid or reimbursed by the administrator.  These amounts will be allocated to Series 20__-__ and each other applicable series pro rata, and the trust will pay the amounts allocable to Series 20__-__ to the asset representations reviewer on each payment date, along with similar amounts owed to the indenture trustee and the owner trustee and expenses incurred by the trust under the transaction documents, up to the limit of $_______ per year, after the trust makes interest payments on the notes but before the trust makes other payments.  The trust will pay any of these amounts in excess of the limit only after paying in full on that payment date all other fees and expenses of the trust, and all required interest and principal payments on the notes and after any required deposits in the reserve account and the accumulation period reserve account have been made.

The asset representations reviewer may not resign, unless it becomes legally unable to perform its obligations asset representations reviewer.  The trust may remove the asset representations reviewer if the asset representations reviewer (a) ceases to be an eligible asset representations reviewer, (b)

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becomes legally unable to perform its obligations or (c) becomes subject to a bankruptcy.  No resignation or removal of the asset representations reviewer will be effective until a successor asset representations reviewer who is an eligible asset representations reviewer is in place.  The asset representations reviewer will pay the expenses of transitioning the asset representations reviewer’s obligations to the successor asset representations reviewer.

AFFILIATIONS AND RELATED TRANSACTIONS

Ford Credit is the sponsor of the securitization transaction in which Series 20__-__ will be issued, the originator of the receivables that are being securitized and the servicer of the receivables.  As the sponsor, Ford Credit has caused the depositors to be formed for purposes of participating in securitization transactions.  Each depositor is a wholly-owned subsidiary of Ford Credit.  Ford Credit has caused the depositors to form the trust that is the issuing entity for the series.  The depositors are the sole beneficiaries of the trust and the holders of the depositor interest in the trust.

In the ordinary course of business from time to time, Ford Credit and its affiliates have business relationships and agreements with the owner trustee, the indenture trustee and the asset representations reviewer and their affiliates, including commercial banking and corporate trust services, committed credit facilities, underwriting agreements, hedging agreements, investment and financial advisory services, due diligence services and securitization services, all on arm’s length terms and conditions.

TRANSACTION FEES AND EXPENSES

The following table shows the amount or formula for the fees payable by the trust out of the collections allocated to Series 20__-__.  The fees of the indenture trustee, the owner trustee and the asset representations reviewer may be paid monthly, annually or on another schedule as agreed by the administrator and the indenture trustee, the owner trustee and the asset representations reviewer.  To the extent these fees have not been paid by the servicer or the administrator, they will be paid on each payment date from available investor interest collections, in the order and priority described in “Description of the Notes — Application of Investor Collections — Payment of Interest, Fees and Other Items.”

Fee	Amount
Indenture trustee acceptance fee	$[_____] on closing of the transaction
Indenture trustee annual fee	$[_____] each year
Owner trustee acceptance fee	$[_____] on closing of the transaction
Owner trustee annual fee	$[_____] each year
Asset representations reviewer annual fee	$[_____] each year, allocated to Series 20__-__ and each other applicable series pro rata
Asset representations reviewer review fee	Up to $[___] for each review receivable on completion of a review, allocated to Series 20__-__ and each other applicable series pro rata
Servicing fee	[1/12 of ___% of the portion of the receivables allocated to Series 20__-__ for this purpose]
Back-up servicing fee	[1/12 of ___% of the portion of the receivables allocated to Series 20__-__ for this purpose]

The indenture trustee acceptance fee and the owner trustee acceptance fee are one-time fees payable to the indenture trustee and the owner trustee on closing of the transaction in consideration of their acceptance of their obligations under the transaction documents.  The indenture trustee annual fee will be paid to the indenture trustee for performance of its obligations under the indenture.  The owner trustee annual fee will be paid to the owner trustee for performance of its obligations under the trust agreement.  The asset representations reviewer annual fee will be paid to the asset representations reviewer in consideration of its obligation to perform the asset representations reviewer’s obligations

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under the asset representations review agreement.  The asset representations reviewer review fee will be paid to the asset representations reviewer on completion of a review for its performance of the review.

The trust will pay and reimburse the indenture trustee and the owner trustee for their fees and reasonable out-of-pocket expenses incurred under the indenture and the trust agreement and the asset representations reviewer for its reasonable out-of-pocket travel expenses for a review under the asset representations review agreement, each to the extent not paid by the servicer or the administrator.  The asset representations reviewer will be responsible for its own expenses under the asset representations review agreement.  The trust also will pay any indemnities owed to the indenture trustee, the owner trustee or the asset representations reviewer if not paid by the servicer or the administrator.  For information about indemnities of the indenture trustee, the owner trustee and the asset representations reviewer, you should read “Transaction Parties — Indenture Trustee,” “— Owner Trustee” and “— Asset Representations Reviewer.”

The servicing fee will be paid to the servicer for the servicing of the receivables under the sale and servicing agreements.  The servicer is required to pay all expenses incurred by it in connection with its servicing activities under the sale and servicing agreements.  The back-up servicing fee will be paid to the back-up servicer for performing its obligations under the back-up servicing agreement.

USE OF PROCEEDS

The net proceeds from the sale of the notes issued on the closing date will be used by the depositors to purchase the receivables from Ford Credit.  Ford Credit will use the proceeds that it receives from the sale of the receivables for its general corporate purposes.  No expenses were incurred in connection with the selection and acquisition of receivables for this securitization transaction.

LEGAL PROCEEDINGS

[There are no legal proceedings pending or known to be contemplated by any governmental authority against the sponsor, the depositors, the owner trustee, the indenture trustee, the issuer or the servicer, or of which any of their property is subject, that is material to noteholders.]

[Describe any legal proceedings against the sponsor, the depositors, the owner trustee, the indenture trustee, the issuer or the servicer that are material to noteholders.]

IMPORTANT LEGAL CONSIDERATIONS

Sale of Receivables

Ford will sell the in-transit receivables to Ford Credit.  Ford Credit will sell the receivables to the depositors, and the depositors will in turn sell the receivables to the trust.  Each depositor will represent on each closing date, that:

·its transfer to the trust is a valid sale and assignment to the trust of the receivables, and

·under the UCC, the trust has:

—a valid and enforceable first priority perfected ownership interest in the receivables, in existence at the time the receivables are sold and assigned to the trust or at the date of addition of any additional accounts, and

—a valid and enforceable first priority perfected ownership interest in the receivables created thereafter, in existence at and after their creation.

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For a discussion of the trust’s rights arising from these representations not being satisfied, you should read “Trust Property — Representations About Receivables.”

Ford Credit and each depositor will represent that the receivables are “tangible chattel paper,” “accounts,” “payment intangibles” or “general intangibles” for purposes of the UCC.  To the extent the receivables are:

·tangible chattel paper, accounts or payment intangibles and the sale of the receivables by Ford Credit to the depositors or by the depositors to the trust is a sale or creates a security interest, or

·general intangibles and the sale of the receivables by Ford Credit to the depositors or by the depositors to the trust creates a security interest,

then the UCC will apply and, except in the case of the sale of payment intangibles, the transferee must file appropriate financing statements (or in the case of tangible chattel paper, take possession) to perfect its interest in the receivables.  Each of Ford Credit, the depositors and the trust will file financing statements covering the receivables under the UCC to perfect their interests in the receivables and they will file continuation statements as required to continue the perfection of their interests.  However, the in-transit receivables will not be stamped to indicate the interest of Ford Credit, and the receivables will not be stamped to indicate the interest of the depositors or the trustee.

Under the UCC and federal law, there are limited circumstances in which prior or later transferees of receivables could have an interest that has priority over the trust’s interest in the receivables.  A purchaser of the receivables who gives new value and takes possession of the instruments which evidence the receivables (i.e., the tangible chattel paper) in the ordinary course of business may, under certain circumstances, have priority over the interest of the trust in the receivables.  A tax or other government lien on property of Ford or Ford Credit or the depositors that was existing before the time a receivable is conveyed to the trust may also have priority over the interest of the trust in that receivable.  Ford will represent to Ford Credit, Ford Credit will represent to the depositors, and the depositors will represent to the trust, that the receivables have been sold free and clear of the lien of any third party.  Ford, Ford Credit and the depositors will also covenant that they will not sell or pledge any receivable to any person other than to the trust.  In addition, so long as Ford Credit is the servicer, collections on the receivables may, under certain circumstances, be commingled with Ford Credit’s own funds before each payment date and, if there is a bankruptcy of Ford Credit, the trust may not have a perfected interest in these collections.

Bankruptcy Considerations

Sale of Receivables.  The sale of the in-transit receivables by Ford to Ford Credit and of the receivables by Ford Credit to the depositors will each be done to minimize the possibility that a bankruptcy proceeding of Ford or Ford Credit will adversely affect the trust’s rights in the receivables.  Ford and Ford Credit intend that the sale of the in-transit receivables by Ford to Ford Credit be a “true sale” and Ford Credit and the depositors intend that the sale of the receivables by Ford Credit to the depositors be a “true sale.”  In the sale and assignment agreement, Ford represented that its sale of the in-transit receivables to Ford Credit is a valid sale.  Similarly, in each receivables purchase agreement, Ford Credit will represent that its sale of the receivables to the related depositor is a valid sale.  The depositors will have no recourse to Ford or Ford Credit other than the limited obligation to repurchase receivables for breaches of representations.  Additionally, all actions required under law to perfect the depositors’ ownership interest in the receivables will be taken.

On the closing date for a series, the depositors will receive a reasoned legal opinion that in a bankruptcy of Ford or Ford Credit:

·the in-transit receivables and the collections on the in-transit receivables would not be property of Ford’s bankruptcy estate under U.S. federal bankruptcy laws,

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·the receivables and the collections on the receivables would not be property of Ford Credit’s bankruptcy estate under U.S. federal bankruptcy laws, and

·the automatic stay under U.S. federal bankruptcy laws would not apply to prevent payment of the collections on the receivables to the depositors or the trust.

This opinion will be subject to certain assumptions and qualifications, and a court in a Ford or Ford Credit bankruptcy proceeding may not reach the same conclusion.

Nonetheless, if Ford or Ford Credit were to become a debtor in a bankruptcy proceeding and a bankruptcy trustee, debtor-in-possession or creditor were to take the position that the sale of in-transit receivables from Ford to Ford Credit or the sale of the receivables from Ford Credit to the depositors should be recharacterized as a pledge of the in-transit receivables or the receivables, to secure a borrowing, then delays in payments of collections on the receivables could occur.  Moreover, if the bankruptcy court were to rule in favor of the bankruptcy trustee, debtor-in-possession or creditor, reductions in the amount of payments of collections on the receivables could result.

Structure of Depositors; Risk of Substantive Consolidation.  Each depositor is organized as a special purpose entity and is restricted by its organizational documents, to activities designed to make it “bankruptcy-remote.”  These restrictions limit the nature of its activities, prohibit the incurrence of additional indebtedness and make it unlikely that a depositor will have any creditors.  The related organizational documents restrict each depositor from starting a voluntary bankruptcy proceeding without the unanimous consent of its board of managers or directors, including independent managers or directors who are specifically instructed to take into account the interests of creditors of the depositor and the trust in any vote to allow the depositor to file for bankruptcy.  The related organizational documents also contain covenants meant to maintain the separate identity of each depositor from Ford Credit and to avoid substantive consolidation of Ford Credit and a depositor.  The most important of these covenants require each entity to maintain its separate existence, maintain separate books and bank accounts, prepare separate financial statements and not hold itself out as liable for debts of the other and not commingle a depositor’s assets with the assets of Ford Credit or its affiliates.  These restrictions and covenants may not be amended without the consent of the entire board of directors or managers, including the independent directors or managers, and satisfaction of the rating agency condition.

In addition, in the transaction documents, the owner trustee, the indenture trustee and the noteholders will agree not to start or pursue a bankruptcy proceeding against any depositor in connection with any obligations under the notes or the transaction documents.

On the closing date for a series, Ford Credit and the depositors will obtain a reasoned legal opinion that in a bankruptcy of Ford Credit, a bankruptcy trustee, debtor-in-possession or creditor of Ford Credit (or Ford Credit as debtor-in-possession) would not have valid grounds to request a court to disregard the separate legal existence of a depositor and consolidate the assets and liabilities of a depositor with the assets and liabilities of Ford Credit in a manner prejudicial to the noteholders.  This opinion will be subject to certain assumptions and qualifications, including an assumption that each depositor and Ford Credit comply with the related depositor’s organizational documents.  However, a court in a Ford Credit bankruptcy proceeding may not reach the same conclusion.  If the separate legal existence of Ford Credit and a depositor were disregarded and the assets and liabilities of Ford Credit and a depositor were consolidated, assets of that depositor could be used to satisfy Ford Credit’s creditors instead of the noteholders or the trust.  This consolidation of assets and liabilities generally is referred to as “substantive consolidation.”

Sale of Receivables by Depositors to Trust; Perfection of Security Interests.  The transfer of the receivables by the depositors to the trust will be structured as a valid sale.  Unlike the sale by Ford Credit to the depositors, each depositor initially will retain an interest in the receivables it sells in the form of a depositor interest in the trust.  Because of this retained interest, this sale may not be a “true sale” that removes the receivables from the bankruptcy estate of the related depositor.  Each depositor will grant a

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back-up security interest in the receivables to the trust and will file UCC financing statements to perfect the trust’s ownership interest and security interest in the receivables.  The trust agreement contains terms similar to those in each depositor’s organizational documents designed to make it “bankruptcy-remote” by limiting the trust’s activities and requiring creditors to agree not to start a bankruptcy proceeding against the trust.

Assuming that the sale of the receivables by Ford Credit to the depositors is a “true sale,” no depositor is consolidated with Ford Credit in a bankruptcy of Ford Credit and no depositor is in bankruptcy, the trust’s perfected security interest in the receivables generally will provide the trust with uninterrupted access to collections on the receivables (other than any collections held by Ford Credit as servicer at the time a bankruptcy proceeding is started).  The trust will grant a security interest in the receivables and other trust property to the indenture trustee for the benefit of the noteholders, and the administrator will file UCC financing statements to perfect and maintain the perfection of the security interest.

Bankruptcy Proceedings of Ford Credit, Depositors or Servicer.  No depositor intends to start, and Ford Credit will agree that it will not cause any depositor to start, a voluntary bankruptcy proceeding so long as the depositor is solvent.

If Ford Credit or a depositor were to become a debtor in a bankruptcy proceeding that caused an amortization event to occur:

·the sale of new receivables to that depositor would be prohibited under the related receivables purchase agreement, and

·only collections on receivables previously sold to that depositor and sold to the trust would be available to pay interest and principal on the notes.

The bankruptcy of the servicer will result in a servicer termination event which, in turn, will result in an amortization event.  If no other servicer termination event other than a bankruptcy exists, a trustee-in-bankruptcy of the servicer may have the power to prevent either the trustee or the noteholders from appointing a successor servicer.

Payments made by Ford Credit or a depositor to repurchase receivables under the related sale and servicing agreement may be recoverable by Ford Credit or that depositor, as debtor-in-possession, or by a creditor or a trustee-in-bankruptcy of Ford Credit or of that depositor as a preferential transfer from Ford Credit or that depositor if the payments were made within one year before the filing of a bankruptcy proceeding against Ford Credit.

The Dodd-Frank Act

Orderly Liquidation Authority.  The Dodd-Frank Act established the Orderly Liquidation Authority, or “OLA,” under which the Federal Deposit Insurance Corporation, or “FDIC,” is authorized to act as receiver of a financial company and its subsidiaries.  OLA differs from U.S. federal bankruptcy laws in several ways.  In addition, because the legislation is subject to clarification through FDIC regulations and has yet to be applied by the FDIC in a receivership, it is unclear what impact OLA will have on a particular company, including Ford Credit, the depositors or the trust, or the company’s creditors.

Potential Applicability to Ford Credit, Depositor and Trust.  It is not clear which companies will be subject to OLA rather than the U.S. federal bankruptcy laws.  For a company to become subject to OLA, the Secretary of the Treasury (in consultation with the President of the United States) must determine that (a) the company is in default or in danger of default, (b) the failure of the company and its resolution under the U.S. federal bankruptcy laws would have serious adverse effects on financial stability in the United States, (c) no viable private sector alternative is available to prevent the default of the company and (d) an OLA proceeding would mitigate these effects.  It is not certain whether OLA would be applied

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to Ford Credit, although it is expected that OLA will be used only very rarely.  Ford Credit or the trust could, under some circumstances, also be subject to OLA.

FDIC’s Avoidance Power Under OLA.  The parts of OLA relating to preferential transfers differ from those of the U.S. federal bankruptcy laws.  If Ford Credit were to become subject to OLA, there is an interpretation under OLA that previous transfers of receivables by Ford Credit perfected for purposes of state law and the U.S. federal bankruptcy laws could nevertheless be avoided by the FDIC as preferential transfers.  In this case the receivables securing the notes could be reclaimed by the FDIC and the noteholders may have only an unsecured claim against Ford Credit.

In July 2011, the FDIC adopted final rules which harmonize the application of the FDIC’s avoidance power under OLA with the related parts of the U.S. federal bankruptcy laws.  Based on these rules, the transfer of the receivables by Ford Credit would not be avoidable by the FDIC as a preference under OLA.

FDIC’s Repudiation Power Under OLA.  If the FDIC is appointed receiver of a company under OLA, the FDIC would have the power to repudiate a contract to which the company was a party, if the FDIC determined that performance of the contract was burdensome and that repudiation would promote the orderly administration of the company’s affairs.

In January 2011, the Acting General Counsel of the FDIC issued an advisory opinion confirming:

·that nothing in the Dodd-Frank Act changes the existing law governing the separate existence of separate entities under other law, or changes the enforceability of standard contractual terms meant to foster the bankruptcy-remote treatment of special purpose entities such as the depositor and the trust, and

·that, until the FDIC adopts a regulation, the FDIC will not exercise its repudiation authority to reclaim, recover or recharacterize as property of a company in receivership or the receivership assets transferred by the company before the end of the transition period of any future regulation, provided that the transfer satisfies the conditions for the exclusion of the assets from the property of the estate of the company under the U.S. federal bankruptcy laws.

Ford Credit and the depositors intend that the sale of the receivables by Ford Credit to the depositor will be a “true sale” between separate legal entities under state law.  As a result, Ford Credit believes that the FDIC would not be able to recover the receivables using its repudiation power.

Although the advisory opinion does not bind the FDIC, and could be modified or withdrawn in the future, the opinion provides that it will apply to asset transfers which occur and, for revolving trusts and master trusts, for securities issued before the end of any transition period adopted to implement future regulation addressing the FDIC’s repudiation authority under OLA.  This opinion does not indicate how the repudiation power would apply if a revolving trust or master trust were to issue additional securities after the end of the transition period, and the FDIC might exercise its repudiation power for a revolving trust or master trust that issued securities after the end of the transition period.  The FDIC may not address its repudiation authority under OLA in future regulations.  Additionally, future regulations or FDIC actions in an OLA proceeding involving Ford Credit, the depositor or the trust may be contrary to this opinion.

If the trust were placed in receivership under OLA, the FDIC would have the power to repudiate the notes issued by the trust.  In that case, the FDIC would be required to pay compensatory damages that are no less than the note balance of the series plus accrued interest as of the date the FDIC was appointed receiver and, to the extent that the value of the property that secured the notes is greater than the principal amount of the notes and accrued interest through the date of repudiation or disaffirmance, that accrued interest.

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TAX CONSIDERATIONS

General

Below is a description of the anticipated material U.S. federal income tax consequences of the purchase, ownership and disposition of the notes offered by this prospectus.  This description is based on current provisions of the Internal Revenue Code, existing and proposed Treasury regulations, current administrative rulings, judicial decisions and other authorities all of which are subject to change, perhaps with retroactive effect.  There are no cases or Internal Revenue Service, or “IRS,” rulings on similar transactions involving debt issued by a trust with terms similar to those of the notes.  It is not certain that the IRS will not challenge the conclusions reached in this description, and no ruling from the IRS has been or will be sought on any of the issues described below.  Furthermore, legislative, judicial or administrative changes may occur, perhaps with retroactive effect, which could affect the accuracy of the statements and conclusions in this prospectus.

This description does not deal with all aspects of U.S. federal income taxation that may be relevant to the holders of notes in light of their personal investment circumstances nor, except for specific limited descriptions of particular topics, to noteholders subject to special treatment under the U.S. federal income tax laws, such as non-U.S. persons, insurance companies, tax-exempt organizations, financial institutions or broker dealers, taxpayers subject to the alternative minimum tax, holders that will hold the notes as part of a hedge, straddle, appreciated financial position or conversion transaction and holders that will hold the notes as other than capital assets.  This information is directed only to prospective noteholders who:

·purchase notes in the initial distribution of the notes,

·are citizens or residents of the United States, including domestic corporations, limited liability companies and partnerships, and

·hold the notes as “capital assets” within the meaning of Section 1221 of the Internal Revenue Code.

As used in this section of this prospectus, the term “U.S. noteholder” means a beneficial owner of a note that is for U.S. federal income tax purposes:

·a citizen or resident of the United States,

·a corporation created or organized in or under the laws of the United States, any state of the United States or the District of Columbia,

·an estate whose income is subject to U.S. federal income tax regardless of its source, or

·a trust if a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or that made a valid election under Treasury Regulations to be treated as a U.S. person.

The term “U.S. noteholder” also includes a noteholder whose income or gain on its investment in a note is effectively connected with the conduct of a U.S. trade or business.  As used in this section of the prospectus, the term “non-U.S. noteholder” means a beneficial owner of a note other than a U.S. noteholder and other than a partnership.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) owns a note, the tax treatment of a partner in the partnership will depend on the status of the partner and

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the activities of the partnership.  Partners are encouraged to consult their tax advisors as to the particular U.S. federal income tax consequences to them.

Prospective noteholders are encouraged to consult with their tax advisors as to the U.S. federal, state and local, foreign and other tax consequences to them of the purchase, ownership and disposition of notes.

Tax Characterization of Trust

In the opinion of  ___________, tax counsel to the depositor, assuming compliance with the terms of the trust agreement and transaction documents, the trust will not be an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

If the IRS successfully asserted that one or more classes of notes did not represent debt for U.S. federal income tax purposes, the class or classes of notes might be treated as equity interests in the trust.  If so treated, the trust might be treated as a publicly traded partnership taxable as a corporation with potentially adverse tax consequences, including by not being able to reduce its taxable income by deductions for interest expense on notes recharacterized as equity.  Alternatively, the trust could be treated as a publicly traded partnership that would not be taxable as a corporation because it would satisfy a safe harbor.  Nonetheless, treatment of notes as equity interests in a publicly traded partnership could have adverse tax consequences to some noteholders.  For example, income to some tax-exempt entities (including pension funds) would be “unrelated business taxable income,” income to non-U.S. noteholders may be subject to U.S. withholding tax and U.S. tax return filing requirements, and individual holders might be subject to some limitations on their ability to deduct their share of trust expenses.

Tax Characterization and Treatment of Notes

Characterization as Debt.  In the opinion of ________________, the offered notes [other than the Class __ notes] will [and, although the conclusion is not free from doubt, the Class __ notes should] be treated as debt for U.S. federal income tax purposes to the extent the offered notes are treated as beneficially owned by a person other than the sponsor.  The depositor, the servicer, the indenture trustee and each noteholder, by acquiring an interest in a note, will agree to treat the notes as debt for U.S. federal, state and local income and franchise tax purposes.  Neither the opinion of tax counsel nor the agreement to treat the notes as debt is binding on the IRS or the courts.

For a description of the potential U.S. federal income tax consequences to noteholders if the IRS were successful in challenging the characterization of the notes for U.S. federal income tax purposes, you should read “— Tax Characterization of Trust” above.

Treatment of Stated Interest.  The stated interest on a note that constitutes qualified stated interest will be taxable to a holder as ordinary income when received or accrued according to the holder’s method  of tax accounting.  For stated interest to be qualified stated interest it must be payable at least annually and reasonable remedies must exist to compel timely payment or the terms of the instrument must make late payment or non-payment sufficiently remote for purposes of the original issue discount, or “OID,”  rules.  [Although stated interest on the Class __ notes can be deferred under certain circumstances, the trust intends to treat the potential deferral as sufficiently remote for purposes of the OID rules and treat the stated interest on the offered notes as qualified stated interest.]

Original Issue Discount.  [The Class __ notes will be issued with OID.]  A holder of notes treated as issued with OID must include OID in its gross income as ordinary interest income as it accrues, regardless of the holder’s regular method of accounting, generally under a constant yield method.

Disposition of Notes.  If a noteholder sells or disposes of a note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale or disposition and the holder’s adjusted tax basis in the note.  The holder’s adjusted tax basis will equal the holder’s cost for the

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note, increased by any OID and market discount previously included by the noteholder in income on the note and decreased by any bond premium previously amortized and any payments of principal and OID previously received by the noteholder on the note.  Any gain or loss on sale or disposition will be capital gain or loss if the note was held as a capital asset, except for gain representing accrued interest or accrued market discount not previously included in income.  Capital gain or loss will be long-term if the note was held by the holder for more than one year and otherwise will be short-term.

Information Reporting and Backup Withholding.  The indenture trustee will be required to report annually to the IRS, and to each noteholder of record, the amount of interest paid on the notes, and any amount of interest withheld for U.S. federal income taxes, except as to exempt holders (generally, corporations, tax-exempt organizations, qualified pension and profit-sharing trusts, individual retirement accounts, or nonresident aliens who provide certification as to their status).  Each holder who is not an exempt holder will be required to provide to the indenture trustee, under penalties of perjury, a certificate containing the holder’s name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding.  Should a holder fail to provide the required certification, the indenture trustee will be required to withhold the tax from interest payable to the holder and pay the withheld amount to the IRS.

Tax Consequences to Non-U.S. Noteholders.  Subject to the application of the FATCA withholding tax described in “—Payments to Foreign Financial Institutions and Certain Other Non-U.S. Entities” below, a non-U.S. noteholder who is an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf and not in connection with the conduct of a U.S. trade or business will not be subject to U.S. federal income taxes on payments of principal, premium, interest or OID on a note, unless the non-U.S. noteholder is a direct or indirect 10% or greater shareholder of the trust or a controlled foreign corporation related to the trust.  To qualify for the exemption from taxation, the withholding agent must have received a signed statement from the individual or corporation that:

·is signed under penalties of perjury by the beneficial owner of the note,

·certifies that the beneficial owner is not a U.S. noteholder, and

·provides the beneficial owner’s name and address.

A “withholding agent” is the last U.S. payor (or a non-U.S. payor who is a qualified intermediary, U.S. branch of a foreign person, or withholding foreign partnership) in the chain of payment before to payment to a non-U.S. noteholder (which itself is not a withholding agent).  Generally, this statement is made on an IRS Form W-8BEN or W-8BEN-E (or any substitute form), which generally is effective for the remainder of the year of signature plus three full calendar years unless a change in circumstances makes any information on the form incorrect.  Under some circumstances, an IRS Form W-8BEN or W-8BEN-E can remain effective indefinitely.  The beneficial owner must inform the withholding agent within 30 days of a change in circumstances that makes any information on the form incorrect and furnish a new IRS Form W-8BEN or W-8BEN-E to the withholding agent.

A non-U.S. noteholder who is not an individual or corporation (or a person treated as a corporation for U.S. federal income tax purposes) holding the notes on its own behalf may have substantially increased reporting requirements and is encouraged to consult its tax advisor.

A non-U.S. noteholder whose income on its investment in a note is effectively connected with the conduct of a U.S. trade or business would generally be taxed as if the holder was a U.S. noteholder.

Some securities clearing organizations, and other entities who are not beneficial owners, may be able to provide the signed statement to the withholding agent.  However, in this case, the signed statement may require a copy of the beneficial owner’s IRS Form W-8BEN or W-8BEN-E (or the substitute form).

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Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a note by a non-U.S. noteholder will be exempt from U.S. federal income and withholding tax so long as:

·the gain is not effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder, and

·in the case of a foreign individual, the non-U.S. noteholder is not present in the United States for 183 days or more in the taxable year.

If the interest, gain or income on a note held by a non-U.S. noteholder is effectively connected with the conduct of a trade or business in the United States by the non-U.S. noteholder, the holder, although exempt from the withholding tax described above, if an appropriate statement is furnished, will generally be subject to U.S. federal income tax on the interest, gain or income at regular federal income tax rates.  In addition, if the non-U.S. noteholder is a foreign corporation, it may be subject to a branch profits tax equal to 30 percent of its “effectively connected earnings and profits” within the meaning of the Internal Revenue Code for the taxable year, unless it qualifies for a lower rate under a tax treaty.

Payments to Foreign Financial Institutions and Certain Other Non-U.S. Entities.  A 30% withholding tax generally will apply to payments of interest, and after December 31, 2018, to payments of gross proceeds from the disposition of notes that are made to foreign financial institutions and certain non-financial foreign entities.  Withholding tax, imposed under sections 1471 through 1474 of the Internal Revenue Code, or “FATCA,” generally will not apply where payments are made to (i) a foreign financial institution that enters into an agreement with the IRS to, among other requirements, undertake to identify accounts held by certain U.S. persons or U.S.-owned foreign entities, report annually certain information about those accounts and withhold tax as may be required by that agreement, or (ii) a non-financial foreign entity that certifies it does not have substantial U.S. owners or furnishes identifying information about each substantial U.S. owner.  Alternative requirements may apply to foreign entities subject to an intergovernmental agreement for the implementation of FATCA.  The FATCA withholding tax applies regardless of whether a payment would be exempt from U.S. non-resident withholding tax (such as under the portfolio interest exemption or as capital gain) and regardless of whether a foreign financial institution is the beneficial owner of a payment.  Prospective noteholders should consult their own tax advisors about the application and requirements of information reporting and withholding under FATCA and any intergovernmental agreement for the implementation of FATCA.

State and Local Tax

Because of the variation in the tax laws of each state and locality, it is impossible to predict the tax classification of the trust or the tax consequences to the trust or to holders of notes in all of the state and local taxing jurisdictions in which they may be subject to tax.  Prospective noteholders are encouraged to consult their tax advisors about state and local taxation of the trust and state and local tax consequences of the purchase, ownership and disposition of notes.

ERISA CONSIDERATIONS

General Investment Considerations

The Employee Retirement Income Security Act of 1974, or “ERISA,” and the Internal Revenue Code impose obligations and requirements on employee benefit plans and other retirement plans and arrangements (such as individual retirement accounts and Keogh plans) that are subject to Title I of ERISA and/or Section 4975 of the Internal Revenue Code, referred to as “plans,” and some entities (including insurance company general accounts) whose assets are deemed to include assets of plans, and on persons who are fiduciaries of plans.  Any person who exercises authority or control over the management or disposition of a plan’s assets is considered to be a fiduciary of that plan.  Under ERISA’s general fiduciary standards, before investing in the notes, a plan fiduciary should determine, among other factors:

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·whether the investment is permitted under the plan’s governing documents,

·whether the fiduciary has the authority to make the investment,

·whether the investment is consistent with the plan’s funding objectives,

·the tax effects of the investment,

·whether under the general fiduciary standards of investment prudence and diversification an investment in the notes  is appropriate for the plan, taking into account the overall investment policy of the plan and the composition of the plan’s investment portfolio, and

·whether the investment is prudent considering the factors described in this prospectus.

In addition, ERISA and Section 4975 of the Internal Revenue Code prohibit a broad range of transactions involving assets of a plan and persons who are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Internal Revenue Code.  A violation of these rules may result in the imposition of significant excise taxes and other liabilities.

Subject to the considerations described below, plans generally may purchase the notes.  A fiduciary of a plan should carefully review with its legal and other advisors whether the purchase, holding or disposition of any notes could give rise to a transaction prohibited or impermissible under ERISA or Section 4975 of the Internal Revenue Code, and should consider the restrictions on the purchase, holding and/or disposition of the notes offered by this prospectus.  Unless otherwise stated, references to the purchase, holding and disposition of the notes in these sections also refer to the purchase, holding and disposition of an interest or participation in the notes.

Prohibited Transactions

Whether or not an investment in the notes will give rise to a transaction prohibited or impermissible under ERISA or Section 4975 of the Internal Revenue Code will depend on whether the assets of the trust will be deemed to be “plan assets” of a plan investing in notes issued by the trust.  Under a regulation issued by the U.S. Department of Labor, as modified by Section 3(42) of ERISA, or the “plan assets regulation,” a plan’s assets may be deemed to include an interest in the assets of the trust if the plan acquires an “equity interest” in the trust and none of the exceptions in the plan assets regulation are applicable.  In general, an “equity interest” is defined under the plan assets regulation as an interest in an entity other than an instrument which is treated as indebtedness under local law and which has no substantial equity features.

The depositor believes that the notes will be treated as indebtedness without substantial equity features for purposes of the plan assets regulation.  This assessment is based on the traditional debt features of the notes, including the reasonable expectation of purchasers of the notes that the notes will be repaid when due, traditional default remedies, and on the absence of conversion rights, warrants and other typical equity features.

Without regard to whether the notes are treated as debt for ERISA purposes, the purchase, holding and disposition of the notes by or on behalf of a plan could be considered to give rise to a direct or indirect prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code if the trust, the owner trustee, the indenture trustee, any underwriter or any of their affiliates, including Ford Credit, is or becomes a “party in interest” under ERISA or a “disqualified person” under Section 4975 of the Internal Revenue Code for the plan.  In this case, exemptions from the prohibited transaction rules could apply to the purchase, holding and disposition of notes by or on behalf of a plan depending on the type and circumstances of the plan fiduciary making the decision to purchase a note and the relationship of the party in interest to the plan investor.  Included among these exemptions are:

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·prohibited transaction class exemption 84-14, regarding transactions effected by qualified professional asset managers,

·prohibited transaction class exemption 90-1, regarding transactions entered into by insurance company pooled separate accounts,

·prohibited transaction class exemption 91-38, regarding transactions entered into by bank collective investment funds,

·prohibited transaction class exemption 95-60, regarding transactions entered into by insurance company general accounts, and

·prohibited transaction class exemption 96-23, regarding transactions effected by in-house asset managers.

In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Internal Revenue Code provide an exemption for some transactions between a plan and a person that is a party in interest or disqualified person for a plan solely by reason of providing services to the plan or having a relationship with a service provider (other than a party in interest or a disqualified person that is, or is an affiliate of, a fiduciary for the assets of the plan involved in the transaction), if the plan pays no more than, and receives no less than, adequate consideration in connection with the transaction.  However, even if the conditions in one or more of these exemptions are met, the scope of relief may not necessarily cover all acts that might be construed as prohibited transactions.

Any plan that purchases, holds or disposes of the notes will be deemed to have represented that its purchase, holding or disposition of the notes is not and will not result in a non-exempt prohibited transaction under ERISA or Section 4975 of the Internal Revenue Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules.

Benefit Plans Not Subject to ERISA or Internal Revenue Code

Some employee benefit plans, such as governmental plans, foreign plans and some church plans (each as defined or described in ERISA) are not subject to the prohibited transaction provisions of ERISA or Section 4975 of the Internal Revenue Code.  However, these plans may be subject to other federal, state, local or non-U.S. laws or regulations that are substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue Code.  In addition, a plan that is qualified and exempt from taxation under Sections 401(a) and 501(a) of the Internal Revenue Code is subject to the prohibited transaction rules in Section 503 of the Internal Revenue Code.  Each plan that is subject to laws or regulations substantially similar to Title I of ERISA or Section 4975 of the Internal Revenue Code, and each person acting on behalf of or investing the assets of such a plan, that purchases, holds or disposes of notes will be deemed to have represented that its purchase, holding and disposition of the notes is not and will not result in a non-exempt violation of these similar laws or regulations.

UNDERWRITING

The depositors and the underwriters named below have entered into an underwriting agreement for the notes offered by this prospectus.  Subject to some conditions, each underwriter has agreed to purchase the principal amount of the offered notes indicated in the following table:

Underwriters	Class A[-1] Notes		[Class A-2 Notes]
______	$	__________	$	__________
______		__________		__________
Total	$	__________	$	__________

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Underwriters	[Class B Notes]		[Class C Notes]		[Class D Notes]
______	$	__________	$	__________	$	__________
______		__________		__________		__________
Total	$	__________	$	__________

The depositors may retain some or all of one or more classes of the notes.  These notes may be sold, subject to the requirements in the indenture, directly by the depositors or through underwriters, broker-dealers or agents who may receive compensation in the form of discounts, concessions or commissions from the depositor or the purchasers of these notes.  If these notes are sold through underwriters or broker-dealers, the depositor will be responsible for underwriting discounts or commissions or agent’s commissions.  These notes may be sold in one or more transactions at fixed prices, prevailing market prices at the time of sale, varying prices determined at the time of sale or negotiated prices.

All classes of notes must be issued and purchased (or retained by the depositors) for any offered notes to be issued and purchased by the underwriters.

The underwriters will resell the notes to the public.  The selling concessions that the underwriters may allow to some dealers, and the discounts that those dealers may reallow to other dealers, expressed as a percentage of the initial principal amount of each class of notes, are indicated in the following table.  Due to sales to affiliates, one or more of the underwriters may be required to forego a minor portion of the selling concessions they would otherwise receive.

	Selling Concessions not to exceed	Reallowances not to exceed
Class A[-1] notes	__%	__%
[Class A-2 notes	__%	__%	]
[Class B notes	__%	__%	]
[Class C notes	__%	__%	]
[Class D notes	__%	__%	]

Each class of notes is a new issue of securities with no established trading market.  The underwriters have advised the depositors that they intend to make a market in the notes purchased by them but they are not obligated to do so and may discontinue market-making at any time without notice.  It is not certain that a secondary market for the notes will develop or about the liquidity of any trading market for the notes.  If a secondary market for the notes does develop, it might end at any time or it might not be sufficiently liquid to allow noteholders to resell any of the notes.

In connection with the sale of the notes, the underwriters may, to the extent permitted by Regulation M under the Securities Exchange Act of 1934, engage in:

·over-allotments, in which members of the selling syndicate sell more notes than the seller actually sold to the syndicate, creating a syndicate short position,

·stabilizing transactions, in which purchases and sales of the notes may be made by the members of the selling syndicate at prices that do not exceed a stated maximum,

·syndicate covering transactions, in which members of the selling syndicate purchase the notes in the open market after the distribution is completed to cover syndicate short positions, and

·penalty bids, by which underwriters reclaim a selling concession from a syndicate member when any of the notes originally sold by that syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions.

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These stabilizing transactions, syndicate covering transactions and penalty bids may cause the prices of the notes to be higher than they would otherwise be.  These transactions, if begun, may be discontinued at any time.

The depositors and Ford Credit will indemnify the underwriters against specific liabilities, including liabilities under the federal securities laws, or contribute to payments the underwriters may be required to make for those liabilities.

The trust may invest the funds in its bank accounts in obligations issued by the underwriters or their affiliates.

In the ordinary course of their businesses, the underwriters and their affiliates have engaged and may engage in various financial advisory, investment banking and commercial banking transactions with the sponsor, the depositors, the servicer and their affiliates.

On request by a noteholder who received an electronic prospectus from an underwriter within the period during which there is an obligation to deliver a prospectus, the underwriter will promptly deliver, without charge, a paper copy of this prospectus.

LEGAL OPINIONS

____________ will review or provide opinions on legal matters relating to the notes and some U.S. federal income tax and other matters for the trust, the depositors and the servicer.  ____________ will review or provide opinions on some legal matters relating to the notes and other matters for the underwriters.  [____________ has from time to time represented Ford Credit and its affiliates on other matters.]

WHERE YOU CAN FIND MORE INFORMATION

The depositors, as originators of the trust, filed with the SEC a registration statement, Registration No.  333-_______ under the Securities Act of 1933, for the notes offered by this prospectus.  Forms of the transaction documents described in this prospectus are included as exhibits to the registration statement.  You may read and copy the registration statement and any notices, reports, statements or other materials filed by the trust, Ford Credit or the depositor at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C., 20549, on official business days between the hours of 10:00 a.m.  and 3:00 p.m.

You may obtain more information about the operation of the Public Reference Room and copying costs by calling the SEC at 1-800-SEC-0330.  The SEC maintains a website at http://www.sec.gov where you can find reports, information statements and other information for registrants that file electronically with the SEC.  You may obtain more information about Ford and Ford Credit at www.ford.com and www.fordcredit.com.

The servicer will file for the trust annual reports on Form 10-K, monthly distribution reports on Form 10-D, any current reports on Form 8-K, and amendments to these reports with the SEC.  A copy of any report may be obtained by any noteholder by request to the indenture trustee or the depositors.

INCORPORATION OF DOCUMENTS BY REFERENCE

The trust “incorporates by reference” some information it files with the SEC, which means that the trust can disclose important information to you by referring you to those documents.  The information incorporated by reference is considered to be part of this prospectus.  Information that the trust files later with the SEC will automatically update the information in this prospectus.  In all cases, you should rely on the later information over different information included in this prospectus.  The trust also incorporates by reference any current reports on Form 8-K later filed by or on behalf of the trust before the termination of

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the offering of the notes (including any market-making transactions for the notes unless exempt from the registration requirements of the Securities Act).

The depositors will provide without charge to each person, including any beneficial owner of the notes, to whom a copy of this prospectus is delivered, on request, a copy of any of the documents incorporated in this prospectus by reference.

Requests for copies should be directed to:

Ford Credit Floorplan Corporation

or Ford Credit Floorplan LLC

c/o Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 802-A3

One American Road

Dearborn, Michigan 48126

Attention:  Ford Credit SPE Management Office

Telephone number:  (313) 594-3495

Email:  FSPEMgt@ford.com

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INDEX OF DEFINED TERMS

accumulation period reserve account	63	invested amount	57
adjusted invested amount	58	investor percentage	57
adjusted pool balance	57	investor percentages	64
adjustment fee	30	IRS	108
amortization events	76	LIBOR	61
asset representations reviewer	100	LIBOR determination date	61
available depositor collections	64	manufacturer overconcentration	74
available depositor interest collections	65	medium and heavy truck overconcentration	74
available depositor principal collections	65	monthly back-up servicing fee	75
available investor interest collections	66	monthly depositor servicing fee	75
available investor principal collections	66	monthly payment rate	47
available subordinated amount	85	monthly servicing fee	75
back-up servicer	100	net adjusted pool balance	59
back-up servicer reserve account	93	notes	9
calculation agent	10	NRSRO	25
closing date	9	offered notes	9
collection account	89	OID	109
controlled accumulation amount	62	OLA	106
dealer overconcentration	74	owner trustee	97
defaulted receivable	60	payment date	10
depositor amount	57	plans	111
depositor percentage	58	pool balance	56
determination date	65	principal collections	58
development dealer overconcentration	74	principal funding account	62
development dealers	74	principal sharing group one	75
Dodd-Frank Act	15	program vehicles	30
DTC	82	rating agencies	15
eligible account	41	rating agency condition	80
eligible asset representations reviewer	101	required depositor amount	57
eligible receivable	51	required pool balance	57
ERISA	111	required pool percentage	64
event of default	77	required subordinated amount	85
excess funding account	60	reserve account	83
excess interest sharing group one	75	reserve account required amount	83
excess spread	86	responsible person	52
FATCA	111	review receivables	54
FCF Corp	9	SEC	3
FCF LLC	9	Series 20__-__ notes	9
FDIC	106	series amortization events	76
fixed investor percentage	64	servicer	10
fleet vehicle overconcentration	74	servicer termination event	91
floating investor percentage	64	status	36
floating rate notes	9	status trigger	52
Ford	9	step-up percentage	86
Ford Credit	9	subordinated percentage	86
incremental subordinated amount	86	subordination factor	86
indenture supplement	10	subordination step-up period	86
indenture trustee	99	trust	9
interest collections	58	trust amortization events	77
in-transit period	30	used vehicle overconcentration	74
in-transit receivables	40	variable funding notes	97

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Annex A

OTHER SERIES ISSUED AND OUTSTANDING

Series 20__-__ notes

Initial invested amount	$_____________
Initial Class A-1 note balance	$_____________
Class A-1 note interest rate	____% per annum
Initial Class A-2 note balance	$_____________
Class A-2 note interest rate	[One-month LIBOR +] ___%
Initial Class B note balance	$_____________
Class B note interest rate	___% per annum
Initial Class C note balance	$_____________
Class C note interest rate	___% per annum
Initial Class D note balance	$_____________
Class D note interest rate	___% per annum
Subordination factor	___%
Scheduled start of controlled accumulation period	________, ____
Expected final payment date	_______ ____ payment date
Final maturity date	_______ ____ payment date
Closing date	________, ____
Excess interest sharing group designation	____
Principal sharing group designation	____

1

You should rely only on the information in or incorporated by reference into this prospectus.  Ford Credit has not authorized anyone to give you different information.  You should not rely on the accuracy of the information in this prospectus for any date other than this date.  Ford Credit is not offering the notes in any states where it is not permitted. Ford Credit Floorplan Corporation Ford Credit Floorplan LLC Depositors Ford Motor Credit Company LLC Sponsor and Servicer	Ford Credit Floorplan Master Owner Trust A Issuing Entity or Trust
	Series 20__-__ Asset Backed Notes
	$·	{	Class A[-1] [·%] [Floating Rate] Notes
			[Class A-2 Floating Rate Notes]
	[$·		Class B [·%] [Floating Rate] Notes]
	[$·		Class C [·%] [Floating Rate] Notes]
	[$·		Class D [·%] [Floating Rate] Notes]
	PROSPECTUS
Dealer Prospectus Delivery Obligation.  Until 90 days after the date of this prospectus all dealers that effect transactions in these securities, whether or not participating in the offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and for their unsold allotments or subscriptions.	[NAMES OF UNDERWRITERS]

PART II.  INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 12.  Other Expenses of Issuance and Distribution.

The following table sets forth the estimated expenses in connection with the offering described in this registration statement.

Securities and Exchange Commission(1) (2)	$	936,510
Rating agency fees	$	3,751,359
Printing	$	300,109
Legal fees and expenses	$	1,063,771
Accountants’ fees	$	208,409
Fees and expenses of Indenture Trustee	$	141,718
Fees and expenses of Owner Trustee	$	108,373
Fees and expenses of Asset Representations Reviewer	$	83,673
Miscellaneous expenses	$	50,000
Total	$	6,643,921

(1)Includes registration of an indeterminate amount of asset-backed securities that may be sold in market-making transactions from time to time by Ford Motor Credit Company LLC.

(2)$450,320.37 of registration fees were previously paid in connection with $3,301,469,000 of unsold securities and are being applied to this registration statement pursuant to Rule 457(p) of the Securities Act of 1933.  The registration fee for any additional securities has been estimated for purposes of this table and is deferred in accordance with Rules 456(c) and 457(s) of the Securities Act of 1933.

ITEM 13. Indemnification of Directors and Officers.

Section 18-108 of the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq., provides as follows:

“§ 18-108. Indemnification. — Subject to such standards and restrictions, if any, as are set forth in its limited liability company agreement, a limited liability company may, and shall have the power to, indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.”

Article VII of the Second Amended and Restated Limited Liability Company Agreement of Ford Credit Floorplan LLC provides as follows:

“Section 7.1.Limitation on Liability. Notwithstanding any other terms of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, the Managers or any of their officers, directors, stockholders, partners, employees, representatives or agents, nor any officer, employee, representative or agent of the Company or its Affiliates will be liable to the Company or any other Person for any act or omission taken or omitted by that Person bound by this Agreement in the reasonable belief that the act or omission is in, or not contrary to, the best interests of the Company and is within the scope of authority granted to that Person by this Agreement if the act or omission is not fraud, willful misconduct, bad faith or gross negligence.

Section 7.2.Indemnification.

(a)Indemnification.  Subject to Section 7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Party”), will be indemnified and held harmless by the Company if legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Party is or may be a party, including interest on any of them, for the management or conduct of

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the business of the Company, except for any such amounts if they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of this Agreement by the Indemnified Parties.  The Indemnified Parties may consult with counsel and accountants for the business of the Company and will be fully protected and justified, if allowed by law, in acting, or failing to act, if the action or failure to act is consistent with the advice or opinion of counsel or accountants.

(b)Effect of Judgment.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interest of the Company or its creditors, and, for any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful.  Entry of a judgment by consent as part of a settlement will not be considered a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter.

(c)Expenses.  Subject to Section 7.2(f), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Managers in the specific case on receipt of an agreement by or on behalf of the Indemnified Party to repay that amount unless it is determined that the Person is entitled to be indemnified by the Company.  Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company on terms and conditions the Board of Managers determined are appropriate.

(d) No Personal Liability.  No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by that person as a Manager.  However, a Manager will be liable if provided by applicable law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit.

(e)No Exclusive Remedy.  The indemnification and advancement of expenses provided by this Section 7.2 will not be considered exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both for action in an official capacity and for action in another capacity while holding that office, and will continue for a Person who has ceased to be a Manager, employee or agent and will benefit the heirs, executors and administrators of that Person.

(f)Limited Recourse.  Any amounts payable by the Company according to this Section 7.2 will be payable solely up to funds available for such obligations and actually received by the Company under the Basic Documents, from capital contributions or for other Permitted Activities.  The Company’s obligations under this Section 7.2 will not be a claim against the Company if the Company does not have funds to make payment of those obligations.  Any claim that an Indemnified Party may have at any time against the Company that it may seek to enforce under this Agreement will be subordinate to the payment in full, including post-petition interest, if the Company becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Company.

Section 7.3.Survival of Indemnification. The indemnities in Section 7.2 will survive the resignation, removal or termination of any Indemnified Party or the termination of this Agreement.  Any repeal or modification of this Article VII will not adversely affect any rights of the Indemnified Party under this Article VII, including the right to indemnification and to the advancement of expenses of an Indemnified Party existing at the time of the repeal or modifications for any acts or omissions occurring before the repeal or modification.”

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Section 145 of the General Corporation Law of the State of Delaware, 8 Del. C. § 101 et seq., provides as follows:

“§ 145.  Indemnification of officers, directors, employees and agents; insurance

(a) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.

(b) A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

(c) To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim, issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection therewith.

(d) Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections (a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer at the time of such determination, (1) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (4) by the stockholders.

(e) Expenses (including attorneys’ fees) incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents may be so paid upon such terms and conditions, if any, as the corporation deems appropriate.

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(f) The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

(g) A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under this section.

(h) For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving corporation as such person would have with respect to such constituent corporation if its separate existence had continued.

(i) For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references to “serving at the request of the corporation” shall include any service as a director, officer, employee, or agent of the corporation which imposes duties on, or involves services by, such director, officer, employee, or agent with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

(j) The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

(k) The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses or indemnification brought under this section or under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’ fees).”

Article V of the Second Restated Certificate of Incorporation of Ford Credit Floorplan Corporation provides as follows:

“(a)No Personal Liability.  A Director will not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability:

(i)for breach of the Director’s duty of loyalty to the Corporation or its stockholders;

(ii)for any act or omission not in good faith or involving intentional misconduct or a knowing violation of law;

(iii)under Section 174 of the DGCL; or

(iv)for any transaction from which the Director derived an improper personal benefit.

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If the DGCL is amended after approval by the stockholders of this Article V to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director will be eliminated or limited to the fullest extent permitted by the DGCL, as amended.  Any repeal or modification of this Article V(a) by the stockholders of the Corporation will not adversely affect any right or protection of a Director existing at the time of such repeal or modification.

(b)Indemnification.

(i)Subject to Article V(b)(v), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director, officer, employee, agent or legal representative of the Corporation (each, an “Indemnified Party”), will be indemnified and held harmless by the Corporation if legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Party is or may be a party, including interest on any of them, for the management or conduct of the business of the Corporation, except for any such amounts if they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of this Certificate by the Indemnified Parties.  The Indemnified Parties may consult with counsel and accountants for the business of the Corporation and will be fully protected and justified, if allowed by law, in acting, or failing to act, if the action or failure to act is consistent with the advice or opinion of counsel or accountants.

(ii)The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interest of the Corporation or its creditors, and, for any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful.  Entry of a judgment by consent as part of a settlement will not be considered a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter.

(iii)Subject to Article V(b)(v), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Directors in the specific case on receipt of an agreement by or on behalf of the Indemnified Party to repay that amount unless it is determined that the Person is entitled to be indemnified by the Corporation.  Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Corporation in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation on terms and conditions the Board of Directors determined are appropriate.

(iv)The indemnification and advancement of expenses provided by this Article V(b) will not be considered exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Directors or otherwise, both for action in an official capacity and for action in another capacity while holding that office, and will continue for a Person who has ceased to be a Director, employee or agent and will benefit the heirs, executors and administrators of that Person.

(v)Any amounts payable by the Corporation according to this Article V(b) will be payable solely up to funds available to make such payments and actually received by the

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Corporation under the Basic Documents, from capital contributions or from other Permitted Activities.  The Corporation’s obligations under this Article V will not be a claim against the Corporation if the Corporation does not have funds to make payment of those obligations.  Any claim that an Indemnified Party may have at any time against the Corporation that it may seek to enforce under this Certificate will be subordinate to the payment in full, including post-petition interest, if the Corporation becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Corporation.

(vi)The indemnities in this Article V(b) will survive the resignation, removal or termination of any Indemnified Party or the termination of this Certificate.  Any repeal or modification of this Article V will not adversely affect any rights of the Indemnified Party under this Article V, including the right to indemnification and to the advancement of expenses of an Indemnified Party existing at the time of the repeal or modifications for any acts or omissions occurring before the repeal or modification.

Indemnification provisions of Section 5 of Article NINTH of the Certificate of Incorporation of Ford Motor Company are applicable to directors, officers and employees of Ford Credit Floorplan LLC and Ford Credit Floorplan Corporation who serve as such at the request of Ford Motor Company and provide as follows:

“5.1. Limitation on Liability of Directors. A director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability

(i) for any breach of the director’s duty of loyalty to the corporation or its stockholders,

(ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law,

(iii) under Section 174 of the Delaware General Corporation Law, or

(iv) for any transaction from which the director derived an improper personal benefit.

If the Delaware General Corporation Law is amended after approval by the stockholders of this subsection 5.1 of Article NINTH to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the corporation shall be eliminated or limited to the fullest extent permitted by the Delaware General Corporation Law, as so amended.

5.2. Effect of any Repeal or Modification of Subsection 5.1. Any repeal or modification of subsection 5.1 of this Article NINTH by the stockholders of the corporation shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification.

5.3. Indemnification and Insurance.

5.3a. Right to Indemnification. Each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative, investigative or otherwise (hereinafter a “proceeding”), by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director, officer or employee of the corporation or is or was serving at the request of the corporation as a director, officer or employee of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer or employee or in any other capacity while serving as a director, officer or employee, shall be indemnified and held harmless by the corporation to the fullest extent authorized by the Delaware General Corporation Law, as the same exists or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the corporation to provide broader indemnification rights than said law permitted the corporation to provide prior to such amendment), against all expense, liability and loss (including penalties, fines, judgments, attorneys’ fees, amounts paid or to be paid in settlement and excise taxes imposed on fiduciaries with respect to (i) employee benefit plans, (ii) charitable organizations or (iii)

II-6

similar matters) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer or employee and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the corporation shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person (other than pursuant to subsection 5.3b of this Article NINTH) only if such proceeding (or part thereof) was authorized by the Board of Directors of the corporation. The right to indemnification conferred in this subsection 5.3a of Article NINTH shall be a contract right and shall include the right to be paid by the corporation the expenses incurred in defending any such proceeding in advance of its final disposition; provided, however, that, if the Delaware General Corporation Law requires, the payment of such expenses incurred by a director or officer in his or her capacity as a director or officer (and not in any other capacity in which service was or is rendered by such person while a director or officer, including, without limitation, service to an employee benefit plan) in advance of the final disposition of a proceeding shall be made only upon delivery to the corporation of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined that such director or officer is not entitled to be indemnified under this subsection 5.3a of Article NINTH or otherwise.

5.3b. Right of Claimant to Bring Suit. If a claim which the corporation is obligated to pay under subsection 5.3a of this Article NINTH is not paid in full by the corporation within 60 days after a written claim has been received by the corporation, the claimant may at any time thereafter bring suit against the corporation to recover the unpaid amount of the claim and, if successful in whole or in part, the claimant shall be entitled to be paid also the expense of prosecuting such claim. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses incurred in defending any proceeding in advance of its final disposition where the required undertaking, if any is required, has been tendered to the corporation) that the claimant has not met the standards of conduct which make it permissible under the Delaware General Corporation Law for the corporation to indemnify the claimant for the amount claimed, but the burden of proving such defense shall be on the corporation. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because he or she has met the applicable standard of conduct set forth in the Delaware General Corporation Law, nor an actual determination by the corporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that the claimant has not met the applicable standard of conduct.

5.3c. Miscellaneous. The provisions of this Section 5.3 of Article NINTH shall cover claims, actions, suits and proceedings, civil or criminal, whether now pending or hereafter commenced, and shall be retroactive to cover acts or omissions or alleged acts or omissions which heretofore have taken place. If any part of this Section 5.3 of Article NINTH should be found to be invalid or ineffective in any proceeding, the validity and effect of the remaining provisions shall not be affected.

5.3d. Non-Exclusivity of Rights. The right to indemnification and the payment of expenses incurred in defending a proceeding in advance of its final disposition conferred in this Section 5.3 of Article NINTH shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, provision of the Certificate of Incorporation, by-law, agreement, vote of stockholders or disinterested directors or otherwise.

5.3e. Insurance. The corporation may maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the corporation or another corporation, partnership, joint venture, trust or other enterprise against any such expense, liability or loss, whether or not the corporation would have the power to indemnify such person against such expense, liability or loss under the Delaware General Corporation Law.

5.3f. Indemnification of Agents of the Corporation. The corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and rights to be paid by the corporation the expenses incurred in defending any proceeding in advance of its final disposition, to any agent of the corporation to the fullest extent of the provisions of this Section 5.3 of Article NINTH with

II-7

respect to the indemnification and advancement of expenses of directors, officers and employees of the corporation.”

Indemnification provisions of Article 10 of the Limited Liability Company Agreement of Ford Motor Credit Company LLC are applicable to directors, officers and employees of Ford Credit Floorplan LLC and Ford Credit Floorplan Corporation who serve as such at the request of Ford Motor Credit Company LLC and provide as follows:

“10.1 Limitation on Liability. The debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company, and no Shareholder, Director or officer of the Company will be obligated personally for any such debt, obligation or liability of the Company solely by reason of being a Shareholder, Director and/or officer.

10.2 Directors’ Standard of Care. Each Director of the Company will be deemed to owe to the Company and its Shareholders all of the fiduciary duties that a director of a corporation formed under the Delaware General Corporation Law would owe to such corporation and its stockholders. Notwithstanding the previous sentence, however, a Director of the Company will not be personally liable to the Company or any Shareholder for monetary damages for breach of fiduciary duty as a Director, except for liability for: (a) any breach of the Director’s duty of loyalty to the Company or its Shareholders; (b) any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law; (c) voting for or consenting to a distribution to a Shareholder in violation of Section 18-607 of the Delaware Limited Liability Act (the “Act”); or (d) any transaction from which the Director derived an improper personal benefit.

10.3 Indemnification of Directors, Officers, Employees and Agents. To the fullest extent permitted by law, the Company will indemnify and hold harmless each Shareholder, Director, or officer of the Company or any Affiliate of the Company (as defined below) and any officer, director, stockholder, partner, employee, representative or agent of any such Shareholder, Director or officer (each, a “Covered Person”) and each former Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts (including any investigation, legal and other reasonable expenses) arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative (“Claims”), in which the Covered Person or former Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the affairs of the Company or that relates to or arises out of the Company or its formation, operation, dissolution or termination or its property, business or affairs. The Company may indemnify any employee, representative or agent of the Company when, as and if determined by the Board of Directors, to the same extent as provided to Covered Persons pursuant to this Section 10.3. A Covered Person or former Covered Person will not be entitled to indemnification under this Section 10.3 with respect to (a) any Claim that a court of competent jurisdiction has determined results from (i) any breach of such Covered Person’s duty of loyalty to the Company or its Shareholders, (ii) any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, (iii) voting for or consenting to a distribution to a Shareholder in violation of Section 18-607 of the Act, or (iv) any transaction from which such Covered Person derived an improper personal benefit or (b) any Claim initiated by such Covered Person unless such Claim (or part thereof) (i) was brought to enforce such Covered Person’s rights to indemnification under this Agreement or (ii) was authorized or consented to by the Board. For purposes of this Section 10.3, “Affiliate of the Company” means any person or entity controlling, controlled by or under common control with the Company. For the purposes of this definition, “control” of a person or entity means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

10.4 Survival. The indemnities under this Article 10 will survive dissolution or termination of the Company.

10.5 Claim Against Company. Each Covered Person or former Covered Person will have a claim against the property and assets of the Company for payment of any indemnity amounts due under this Agreement, which amounts will be paid or properly reserved for prior to the making of distributions by the Company to Shareholders.

10.6 Advancement of Expenses. Expenses incurred by a Covered Person or former Covered Person in defending any Claim will be paid by the Company in advance of the final disposition of such Claim upon

II-8

receipt by the Company of an undertaking by or on behalf of such Covered Person or former Covered Person to repay such amount if it is ultimately determined that such Covered Person or former Covered Person is not entitled to be indemnified by the Company as authorized by this Article 10.

10.7 Repeal or Modification. Any repeal or modification of this Article 10 will not adversely affect any rights of such Covered Person or former Covered Person pursuant to this Article 10, including the right to indemnification and to the advancement of expenses of a Covered Person or former Covered Person existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

10.8 Rights Not Exclusive. The rights to indemnification and to the advancement of expenses conferred in this Article 10 will not be exclusive of any other right that any person may have or hereafter acquire under any statute, agreement, vote of the Directors or otherwise.

10.9 Insurance. The Company may maintain insurance, at its expense, to protect itself and any Director, officer, employee or agent of the Company or another limited liability company, corporation, partnership, joint venture, trust or other enterprise against any expense, liability or loss, whether or not the Company would have the power to indemnify such person against such expense, liability or loss under this Agreement or the Act.”

Ford Credit Floorplan LLC is insured for liabilities it may incur pursuant to Article VII of its Limited Liability Company Agreement relating to the indemnification of its managers, officers and employees.  In addition, managers and officers are insured against certain losses which may arise out of their employment and which are not recoverable under the indemnification provisions of Ford Credit Floorplan LLC’s Limited Liability Company Agreement.  The premium for both insurance coverages is paid by Ford Motor Company.

Ford Credit Floorplan Corporation is insured for liabilities it may incur pursuant to Article Six of its Second Restated Certificate of Incorporation relating to the indemnification of its directors, officers and employees.  In addition, directors and officers are insured against certain losses which may arise out of their employment and which are not recoverable under the indemnification provisions of Ford Credit Floorplan Corporation’s Second Restated Certificate of Incorporation.  The premium for both insurance coverages is paid by Ford Motor Company.

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ITEM 14. Exhibits.

(A) Exhibits:

Exhibits	Description
1.1	— Form of Underwriting Agreement for the Notes.*
3.1	— Amended and Restated Certificate of Formation of Ford Credit Floorplan LLC.*
3.2	— Second Amended and Restated Limited Liability Company Agreement of Ford Credit Floorplan LLC.*
3.3	— Second Restated Certificate of Incorporation of Ford Credit Floorplan Corporation.*
3.4	— By-Laws of Ford Credit Floorplan Corporation.*
4.1	— Second Amended and Restated Indenture between the Trust and the Indenture Trustee.*
4.2	— Form of Series 20  -   Indenture Supplement (including forms of Notes).*
5.1	— Opinion of Katten Muchin Rosenman LLP with respect to legality.*
8.1	— Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters.*
10.1	— Second Amended and Restated Trust Agreement between the Depositors and the Owner Trustee.*
10.2	— Fourth Amended and Restated Receivables Purchase Agreement between Ford Credit and Ford Credit Floorplan Corporation.*
10.3	— Fourth Amended and Restated Receivables Purchase Agreement between Ford Credit and Ford Credit Floorplan LLC.*
10.4	— Amended and Restated Sale and Assignment Agreement between Ford Motor Company and Ford Credit.*
10.5	— Fifth Amended and Restated Sale and Servicing Agreement among Ford Credit Floorplan Corporation, the Servicer and the Trust.*
10.6	— Fifth Amended and Restated Sale and Servicing Agreement among Ford Credit Floorplan LLC, the Servicer and the Trust.*
10.7	— Amended and Restated Back-up Servicing Agreement among the Depositors, the Trust, the Servicer and the Back-up Servicer.*
10.8	— Second Amended and Restated Administration Agreement among the Trust, the Administrator and the Indenture Trustee.*
10.9	— Account Control Agreement between the Trust, the Indenture Trustee and the Securities Intermediary.*
10.10	— Form of Dispute Resolution Supplement among Ford Credit, Ford Credit Floorplan Corporation and the Trust.*
10.11	— Form of Dispute Resolution Supplement among Ford Credit, Ford Credit Floorplan LLC and the Trust.*
10.12	— Form of Asset Representations Review Agreement among the Trust, the Servicer and the Asset Representations Reviewer.*
10.13	— Form of Series 20  -   Account Control Agreement between the Trust, the Indenture Trustee and the Securities Intermediary.*
23.1	— Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 5.1).*
23.2	— Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 8.1).*
24.1	— Powers of Attorney with respect to signatories for Ford Credit Floorplan Corporation.*
24.2	— Powers of Attorney with respect to signatories for Ford Credit Floorplan LLC.*
25.1	— Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939.**
36.1	— Form of Depositor certification for shelf offerings of asset-backed securities (Ford Credit Floorplan Corporation).*
36.2	— Form of Depositor certification for shelf offerings of asset-backed securities (Ford Credit Floorplan LLC).*

*Filed with this Form SF-3.

**To be filed under Section 305(b)(2) of the Trust Indenture Act of 1939.

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ITEM 15.  Undertakings.

(a)Each undersigned co-registrant hereby undertakes:

(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i)To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii)To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

(iii)To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that:

(A)[Not applicable].

(B)Paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) do not apply if the registration statement is on Form S-3 (§ 239.13), Form SF-3 (§ 239.45) or Form F-3 (§ 239.33) and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the co-registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) § 230.424(b)) that is part of the registration statement.

(C)Provided further, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is for an offering of asset-backed securities on Form S–1 (§ 239.11), Form SF-1 (§ 239.13) or Form SF-3 (§ 239.45) or Form S–3 (§ 239.13), and the information required to be included in a post-effective amendment is provided pursuant to Item 1100(c) of Regulation AB (§ 229.1100(c)).

(2)That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)[Not applicable]

(5)That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)[Not applicable].

(ii)[Not applicable].

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(iii)If the co-registrants are relying on § 230.430D:

(A)Each prospectus filed by the co-registrants pursuant to §§ 230.424(b)(3) and (h) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)Each prospectus required to be filed pursuant to § 230.424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on § 230.430D relating to an offering made pursuant to § 230.415(a)(1)(vii) or (a)(1)(xii) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 (15 U.S.C. 77j(a)) shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.  As provided in § 230.430D, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.  Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(6)That, for the purpose of determining liability of the co-registrants under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, each undersigned co-registrant undertakes that in a primary offering of securities of the undersigned co-registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, each undersigned co-registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)Any preliminary prospectus or prospectus of the undersigned co-registrants relating to the offering required to be filed pursuant to Rule 424 (§ 230.424);

(ii)Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned co-registrants or used or referred to by the undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering containing material information about the undersigned co-registrants or their securities provided by or on behalf of the undersigned co-registrants; and

(iv)Any other communication that is an offer in the offering made by the undersigned co-registrants to the purchaser.

(7)If the co-registrants are relying on § 230.430D, with respect to any offering of securities registered on Form SF–3 (§ 239.45), to file the information previously omitted from the prospectus filed as part of an effective registration statement in accordance with § 230.424(h) and § 230.430D.

(b)Each undersigned co-registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the co-registrants’ annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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(c)[Not applicable]

(d)[Not applicable]

(e)[Not applicable]

(f)[Not applicable]

(g)[Not applicable]

(h)Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the co-registrants pursuant to the foregoing provisions, or otherwise, the co-registrant have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the co-registrants of expenses incurred or paid by a director, officer or controlling person of the co-registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the co-registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(i)Each undersigned co-registrant hereby undertakes that:

(1)For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the co-registrants pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(j)Each undersigned co-registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

(k)Each undersigned co-registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 of a third party that is incorporated by reference in the registration statement in accordance with Item 1100(c)(1) of Regulation AB (17 CFR 229.1100(c)(1)) shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each Co-Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form SF-3, and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized officer, in the City of Dearborn, State of Michigan on November 20, 2015.

FORD CREDIT FLOORPLAN CORPORATION
	(Co-Registrant)
By:	/s/ David A. Webb*
	(David A. Webb,
	Chairman of the Board of Directors
	of Ford Credit Floorplan Corporation)
FORD CREDIT FLOORPLAN LLC
	(Co-Registrant)
By:	/s/ David A. Webb*
	(David A. Webb,
	Chairman of the Board of Managers
	of Ford Credit Floorplan LLC)

II-14

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following directors and officers of FORD CREDIT FLOORPLAN CORPORATION in the capacities and on the date indicated.

Signature	Title	Date
/s/ David A. Webb*	Chairman of the Board of Directors and	November 20, 2015
(David A. Webb)	President and Assistant Treasurer (principal executive officer)
/s/ Marion B. Harris*	Executive Vice President,	November 20, 2015
(Marion B. Harris)	Chief Financial Officer and Treasurer (principal financial officer)
/s/ Jane L. Carnarvon*	Director and Vice President and Controller	November 20, 2015
(Jane L. Carnarvon)	(principal accounting officer)
/s/ Susan J. Thomas*	Director and Secretary	November 20, 2015
(Susan J. Thomas)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following managers and officers of FORD CREDIT FLOORPLAN LLC in the capacities and on the date indicated.

Signature		Title	Date
/s/ David A. Webb*		Chairman of the Board of Managers and	November 20, 2015
(David A. Webb)		President and Assistant Treasurer (principal executive officer)
/s/ Marion B. Harris*		Executive Vice President,	November 20, 2015
(Marion B. Harris)		Chief Financial Officer and Treasurer (principal financial officer)
/s/ Jane L. Carnarvon*		Manager and Vice President and Controller	November 20, 2015
(Jane L. Carnarvon)		(principal accounting officer)
/s/ Susan J. Thomas*		Manager and Secretary	November 20, 2015
(Susan J. Thomas)
*By:	/s/ Susan J. Thomas
	(Susan J. Thomas, Attorney-in-fact)

II-15

EXHIBIT INDEX

Exhibits	Description
1.1	— Form of Underwriting Agreement for the Notes.*
3.1	— Amended and Restated Certificate of Formation of Ford Credit Floorplan LLC.*
3.2	— Second Amended and Restated Limited Liability Company Agreement of Ford Credit Floorplan LLC.*
3.3	— Second Restated Certificate of Incorporation of Ford Credit Floorplan Corporation.*
3.4	— By-Laws of Ford Credit Floorplan Corporation.*
4.1	— Second Amended and Restated Indenture between the Trust and the Indenture Trustee.*
4.2	— Form of Series 20  -   Indenture Supplement (including forms of Notes).*
5.1	— Opinion of Katten Muchin Rosenman LLP with respect to legality.*
8.1	— Opinion of Katten Muchin Rosenman LLP with respect to federal income tax matters.*
10.1	— Second Amended and Restated Trust Agreement between the Depositors and the Owner Trustee.*
10.2	— Fourth Amended and Restated Receivables Purchase Agreement between Ford Credit and Ford Credit Floorplan Corporation.*
10.3	— Fourth Amended and Restated Receivables Purchase Agreement between Ford Credit and Ford Credit Floorplan LLC.*
10.4	— Amended and Restated Sale and Assignment Agreement between Ford Motor Company and Ford Credit.*
10.5	— Fifth Amended and Restated Sale and Servicing Agreement among Ford Credit Floorplan Corporation, the Servicer and the Trust.*
10.6	— Fifth Amended and Restated Sale and Servicing Agreement among Ford Credit Floorplan LLC, the Servicer and the Trust.*
10.7	— Amended and Restated Back-up Servicing Agreement among the Depositors, the Trust, the Servicer and the Back-up Servicer.*
10.8	— Second Amended and Restated Administration Agreement among the Trust, the Administrator and the Indenture Trustee.*
10.9	— Account Control Agreement between the Trust, the Indenture Trustee and the Securities Intermediary.*
10.10	— Form of Dispute Resolution Supplement among Ford Credit, Ford Credit Floorplan Corporation and the Trust.*
10.11	— Form of Dispute Resolution Supplement among Ford Credit, Ford Credit Floorplan LLC and the Trust.*
10.12	— Form of Asset Representations Review Agreement among the Trust, the Servicer and the Asset Representations Reviewer.*
10.13	— Form of Series 20  -   Account Control Agreement between the Trust, the Indenture Trustee and the Securities Intermediary.*
23.1	— Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 5.1).*
23.2	— Consent of Katten Muchin Rosenman LLP (included as part of Exhibit 8.1).*
24.1	— Powers of Attorney with respect to signatories for Ford Credit Floorplan Corporation.*
24.2	— Powers of Attorney with respect to signatories for Ford Credit Floorplan LLC.*
25.1	— Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939.**
36.1	— Form of Depositor certification for shelf offerings of asset-backed securities (Ford Credit Floorplan Corporation).*
36.2	— Form of Depositor certification for shelf offerings of asset-backed securities (Ford Credit Floorplan LLC).*

*Filed with this Form SF-3.

**To be filed under Section 305(b)(2) of the Trust Indenture Act of 1939.

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EX-1.1

EXHIBIT 1.1

Ford Credit Floorplan Corporation
Ford Credit Floorplan LLC

Ford Credit Floorplan Master Owner Trust A
Series 20  -  Notes

Underwriting Agreement

, 20    

[NAMES OF UNDERWRITERS],

each as an Underwriter

and as a Representative

of the other Underwriters

named in the Terms Annex

Ladies and Gentlemen:

1.Introduction.  Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp” or a “Depositor”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” or a “Depositor” and, together with FCF Corp, the “Depositors”), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability company (“Ford Credit”), propose to sell the Class A[-1[ and Class A-2]][, Class B, Class C and Class D] Notes (together, the “Offered Notes”) described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this “Agreement”).  The Offered Notes will be registered with the Securities and Exchange Commission (the “Commission”) and will be sold to the underwriters listed in the Terms Annex through the representatives (the “Representatives”) signing this Agreement on behalf of themselves and the underwriters (the Representatives and the other underwriters of the Offered Notes, the “Underwriters”).

The Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the “Trust”).  The Trust is governed by a trust agreement (the “Trust Agreement”) between the Depositors and            , as owner trustee (the “Owner Trustee”).  [Simultaneously with the issuance and sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the [Class B Notes (the “Class B Notes”), the Class C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes, the Class B Notes and the Class C Notes], the “Series 20  -  Notes” or the “Notes”).  The [Class B, Class C and Class D] Notes will initially be retained by the Depositors.]  The Notes will be issued under an indenture (the “Base Indenture”) and an indenture supplement (the “Indenture Supplement” and, together with the Base Indenture, the “Indenture”) between the Trust and                   , as indenture trustee (the “Indenture Trustee”), and will be secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers (the “Receivables”) and other property of the Trust.

The Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles (“In-Transit Receivables”) have been or will be sold by Ford Motor Company, a Delaware corporation (“Ford”), to Ford Credit under a sale and assignment agreement (the “Sale and Assignment Agreement”) between Ford and Ford Credit.  All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase agreements (each, a “Receivables Purchase Agreement”) between Ford Credit and each Depositor, and each Depositor has sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a “Sale and Servicing

Agreement”) between each Depositor, Ford Credit, as servicer, and the Trust.  Ford Credit services the Receivables on behalf of the Trust under the Sale and Servicing Agreements.  [A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the “Back-up Servicing Agreement”) among the Depositors, Ford Credit, the Trust and                , as back-up servicer (the “Back-up Servicer”)].  Ford Credit also acts as administrator for the Trust under an administration agreement (the “Administration Agreement”) between Ford Credit and the Trust.

The security interest of the Indenture Trustee in the trust accounts is perfected under an account control agreement (the “Account Control Agreement”) among the Trust, as grantor, the Indenture Trustee, as secured party, and                    , in its capacity as both a securities intermediary and a bank.  The security of the Indenture Trustee in the trust accounts for the Series 20  -  Notes will be perfected under a separate account control agreement (the “Series 20  -  Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and                    , in its capacity as both a securities intermediary and a bank.

The Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances under an asset representations review agreement (the “Asset Representations Review Agreement”) among the Trust, Ford Credit, as servicer, and              , as asset representations reviewer (the “Asset Representations Reviewer”).

The Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements[, the Back-up Servicing Agreement], the Administration Agreement, the Account Control Agreement, the Series 20  -  Account Control Agreement and the Asset Representations Review Agreement are collectively referred to as the “Basic Documents.”  The Basic Documents and this Agreement are collectively referred to as the “Transaction Documents.”

The Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations of the Commission under the Securities Act of 1933, the “Securities Act”) a registration statement on Form SF-3 (Registration No. 333-        ), including a form of prospectus and all amendments that are required as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which was declared effective by the Commission on       , 20   (as amended at the time of effectiveness and including all documents incorporated by reference at the time of effectiveness, the “Registration Statement”).

The Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act (“Rule 424(h)”), [(a)] at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described in the Terms Annex under “Time of Sale Information” [and (b) at least 48 hours before the Time of Sale, a supplement to the preliminary prospectus (the “Supplement”) as described in the Terms Annex under “Time of Sale Information”] (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, [together,] the “Preliminary Prospectus”).

At or before the time that the Representatives first entered into “contracts of sale” (within the meaning of Rule 159 under the Securities Act, the “Contracts of Sale”) with investors in the Offered Notes, which time will be stated in the Terms Annex and will not be before the date of this Agreement (the “Time of Sale”), the Depositors prepared the Preliminary Prospectus and the information (including any “free-writing prospectus,” as defined in Rule 405 under the Securities Act (a “Free Writing Prospectus”)) listed in the Terms Annex under “Time of Sale Information” (collectively, the “Time of Sale Information”).  If, after the initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue statement of material fact or omitted to state

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a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the “Time of Sale” will refer to the time of entry into the first new Contract of Sale and the “Time of Sale Information” will refer to the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects the material misstatements or omissions (the new information, the “Corrective Information”) and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information.  However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new Contract of Sale, “Time of Sale” will refer to the time of entry into the initial Contract of Sale and “Time of Sale Information” for Offered Notes to be purchased by that investor will refer to information available to that investor at the time of entry into the initial Contract of Sale.

The Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act (“Rule 424(b)”), within two business days of the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented and including all documents incorporated by reference in the prospectus, the “Prospectus”).

2.Purchase, Sale and Delivery of Offered Notes.  On the Closing Date, on the basis of the representations, warranties and agreements in this Agreement, but subject to the terms and conditions in this Agreement, the Depositors will sell to the Underwriters, and the Underwriters will, severally and not jointly, purchase from the Depositors, the principal amounts of the Offered Notes listed opposite the Underwriters’ names in the Terms Annex for the purchase prices stated in the Terms Annex.

Payment for the Offered Notes will be made to the Depositors or to their order by wire transfer at 10:00 a.m., New York City time, on the closing date stated in the Terms Annex (the “Closing Date”) or at another time not later than seven business days after that date as the Representatives and the Depositors may agree.

Payment for the Offered Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of             ,          , on the Closing Date.  Each of the Offered Notes will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company.  The interests of beneficial owners of the Offered Notes will be represented by book entries on the records of The Depository Trust Company and its participating members.

3.Depositor’s Representations and Warranties.  Each Depositor (and, for Sections 3(p) and (q) only, Ford Credit) represents and warrants to and agrees with the Underwriters that, as of the date of this Agreement:

(a)Registration Statement Effective; Satisfaction of Conditions.  The Registration Statement has been declared effective by the Commission under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been started or, to the knowledge of the Depositor, threatened by the Commission.  At the Time of Sale, the Registration Statement and the Preliminary Prospectus complied, and as of the Closing Date the Prospectus will comply, in all material respects with the Securities Act.  The conditions to the use by the Depositor of a registration statement on Form SF-3 under the Securities Act, as stated in the Registrant Requirements in the General Instructions to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date.  The conditions to the offering of the Offered Notes under a registration statement on Form SF-3 under the Securities Act, as stated in the Transaction

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Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date.  The Depositor has paid the registration fee for the Offered Notes according to Rule 456 of the Securities Act.

(b)Filing of Preliminary Prospectus.  The Depositors filed with the Commission according to Rule 424(h) [(i)] the Preliminary Prospectus [(excluding the Supplement)], at least three business days before the Time of Sale [and (ii) the Supplement, at least 48 hours before the Time of Sale].  [The Supplement clearly delineates what material information has changed and how the information has changed from the Preliminary Prospectus (excluding the Supplement).]

(c)Trust Free Writing Prospectus.  Other than the Preliminary Prospectus and the Prospectus, the Depositor (including its agents and representatives other than the Underwriters in their capacity as such) has not prepared or authorized, and will not prepare or authorize, any “written communication” (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation of an offer to buy the Offered Notes other than the documents, if any, listed as a Trust Free Writing Prospectus (each, a “Trust Free Writing Prospectus”) under “Time of Sale Information” in the Terms Annex.  Each Trust Free Writing Prospectus complied in all material respects with the Securities Act and has been filed according to Section 5 (to the extent required by Rule 433 under the Securities Act (“Rule 433”)).

(d)No Material Misstatement or Omission.  The (i) Registration Statement did not, at the time the Registration Statement became effective or as of the Time of Sale, and will not, on the Closing Date, (ii) Time of Sale Information did not, as of its date and at the Time of Sale, and will not, on the Closing Date, and (iii) Prospectus will not, as of its date and on the Closing Date, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, in each case, the Depositor makes no representation or warranty about any statements or omissions made in reliance on and in conformity with information delivered to the Depositors by any Underwriter through the Representatives for use in such documents.  However, if after the Time of Sale but before or on the Closing Date the Depositors and the Representatives determine that the Time of Sale Information included an untrue statement of material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, for purposes of this paragraph, Time of Sale Information will include any Corrective Information delivered to the Representatives or the Underwriters by the Depositors according to Section 4(c).

(e)Documents Incorporated by Reference.  The documents incorporated by reference in the Registration Statement or the Preliminary Prospectus, when they were filed with the Commission, complied in all material respects to the requirements of the Securities Act or the Securities Exchange Act of 1934 (together with the rules and regulations of the Commission under the Securities Exchange Act of 1934, the “Exchange Act”), as applicable, and any other documents filed and incorporated by reference in the Registration Statement, the Preliminary Prospectus or the Prospectus, when the documents are filed with the Commission, will comply in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable.

(f)Organization and Qualification.  The Depositor is duly organized and validly existing as a limited liability company or corporation, as applicable, in good standing under the laws of the State of Delaware.  The Depositor is qualified as a foreign limited liability company or corporation, as applicable, in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be

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expected to have a material adverse effect on the Depositor’s ability to perform its obligations under the Transaction Documents to which it is a party.

(g)Power, Authority and Enforceability.  The Depositor has the power and authority to execute, deliver and perform its obligations under each of the Transaction Documents to which it is a party.  The Depositor has authorized the execution, delivery and performance of this Agreement and on the Closing Date, the other Transaction Documents to which the Depositor will be a party will have been authorized, executed and delivered by the Depositor.  Each of the Transaction Documents to which the Depositor is or will be a party is the legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(h)No Conflicts and No Violation.  The completion of the transactions under the Transaction Documents to which the Depositor is a party and the performance of its obligations under such documents will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Depositor is a debtor or guarantor, (ii) result in the creation or imposition of a lien on the Depositor’s properties or assets under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document (other than the related Sale and Servicing Agreement), (iii) violate the Depositor’s organizational documents or (iv) violate a law or, to the Depositor’s knowledge, an order, rule or regulation of a federal or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties that applies to the Depositor, which, in each case, would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under the Transaction Documents to which it is a party.

(i)Conformity of Transaction Documents.  The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

(j)Enforceability of Notes.  On the Closing Date, the Offered Notes will have been executed, issued and delivered, and when authenticated by the Indenture Trustee and paid for by the Underwriters according to this Agreement, will be the valid and binding obligations of the Trust entitled to the benefits of the Indenture.

(k)Representations and Warranties in Basic Documents.  The Depositor’s representations and warranties in the Basic Documents to which it is or will be a party will be true and correct in all material respects as of the date stated.

(l)Ineligible Issuer.  The Depositor is not, and on the date on which the first bona fide offer of the Offered Notes was made was not, an “ineligible issuer,” as defined in Rule 405 under the Securities Act.

(m)Trust Indenture Act.  When the Indenture is executed by all of the parties to the Indenture, it will comply in all material respects with the Trust Indenture Act of 1939 (the “TIA”), and at all times after that date will be qualified under the TIA.

(n)Investment Company Act.  Neither the Depositor nor the Trust is required to be registered as an “investment company” under the Investment Company Act.  In making this determination for the Trust, the Trust is relying on the exemption in Rule 3a-7 of the Investment Company Act, although other exclusions or exemptions may also be available to the Trust.

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(o)Volcker Rule.  The Trust is structured not to be a “covered fund” under the regulations adopted to implement Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, commonly known as the “Volcker Rule.”

(p)Compliance with Rule 17g-5.  Ford Credit has executed and delivered a written representation to each Rating Agency (as defined in the Terms Annex) that it will take the actions stated in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 under the Exchange Act (“Rule 17g-5”) for the Notes, and it has complied with each representation, other than any breach of the representations resulting from a breach by any Underwriter of the representations, warranties and agreements in Section 5(m) or (n).

(q)Compliance with Rule 15Ga-2.  Neither Ford Credit nor either Depositor has employed any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Offered Notes or obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act (“Rule 15Ga-2”)) relating to the Offered Notes.

4.Depositors’ Agreements.  The Depositors (and, for Sections 4(h) and (k) only, Ford Credit) agree with the Underwriters:

(a)Preparation of Prospectus.  Immediately following the execution of this Agreement, the Depositors will prepare the Prospectus, which will contain the information from the Terms Annex and any other information as the Depositors determine to be appropriate or advisable.

(b)Filing of Prospectus and any Trust Free Writing Prospectus.  The Depositors will transmit the Prospectus by a means reasonably calculated to result in a timely filing with the Commission according to Rule 424(b) under the Securities Act and, subject to Section 5 and to the extent required by Rule 433, to file any Trust Free Writing Prospectus with the Commission by a means reasonably calculated to result in a timely filing.

(c)Delivery of Proposed Amendment or Supplement.  On or before the Closing Date, the Depositors will deliver to the Representatives any proposed amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus and give the Representatives reasonable opportunity to review the amendment or supplement before it is filed, and will deliver any final Corrective Information to the Representatives or the Underwriters before the new Time of Sale to allow the Underwriters to deliver the final Corrective Information to each investor at least 48 hours before the new Time of Sale.

(d)Notice to Representatives.  On or before the Closing Date, the Depositors will notify the Representatives promptly (i) when any amendment to the Registration Statement or supplement to the Prospectus is filed or becomes effective, (ii) of any request by the Commission for any amendment to the Registration Statement or supplement to the Prospectus, (iii) of any stop order issued by the Commission suspending the effectiveness of the Registration Statement or the initiation or threat of any proceeding for that purpose and (iv) of the receipt of any notice regarding a suspension of the qualification of the Offered Notes for offer and sale in any jurisdiction or the initiation or threat of any proceeding for that purpose.  The Depositors will use commercially reasonable efforts to prevent the issuance of any stop order or notice and, if issued, to use commercially reasonable efforts to obtain its withdrawal.

(e)Blue Sky Compliance.  The Depositors will arrange to qualify the Offered Notes for offer and sale under the securities or “blue sky” laws of any states the Representatives may reasonably request and to continue the qualifications in effect so long as necessary under those laws for the distribution of the Offered Notes.  However, neither Depositor will be required to qualify as a foreign limited liability

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company or corporation, as applicable, to do business or to file a general consent to service of process in any jurisdiction, and the expense of maintaining any qualification more than one year from the Closing Date will be at the Representatives’ expense.

(f)Delivery of Prospectus.  The Depositors will deliver to the Underwriters a reasonable number of copies of the Prospectus prior to the Closing Date.  If the Representatives notify the Depositors that delivery of a prospectus is required by law in connection with sales of any Offered Notes in the six-month period following the Closing Date, and either (i) an event has occurred that causes the Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading or (ii) for any other reason it is necessary during that period to supplement the Prospectus to comply with applicable law, the Depositors agree to notify the Representatives and to prepare and deliver to the Representatives, as the Representatives may reasonably request, a supplement to the Prospectus that will correct the statement or omission or result in compliance with applicable law.  If an Underwriter is required by law to deliver a prospectus or other offering document in connection with sales of any Offered Notes at any time six months or more after the Closing Date, the Representatives will notify the Depositor and inquire if either clause (i) or (ii) above is applicable and, if so, on the Representatives’ request, but at the expense of that Underwriter, the Depositor will prepare and deliver to that Underwriter as many copies as the Representatives may reasonably request of a supplemented prospectus or offering document complying with the Securities Act.

(g)Earnings Statement.  The Depositors will make generally available to noteholders as soon as practicable, but no later than eighteen months after the Closing Date, an earnings statement for the Trust complying with Rule 158 under the Securities Act and covering a period of at least twelve consecutive months beginning after the Closing Date, which may be satisfied by posting the monthly investor report for the Trust on a publicly available website.

(h)Payment of Fees and Expenses.  The Depositors and Ford Credit will pay or cause to be paid, jointly and severally, the following amounts:  (i) the Commission’s registration fees for the Offered Notes; (ii) all fees of the Rating Agencies rating the Notes; (iii) all fees and expenses of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer; (iv) all fees and expenses of counsel to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer; (v) all fees and expenses of the independent accountants relating to the letters referred to in Section 6(d); (vi) all fees and expenses of accountants incurred in connection with the delivery of any accountants’ or auditors’ reports required by the Indenture or the Sale and Servicing Agreement; (vii) all expenses for printing of any final prospectuses delivered to investors (including any supplements required within six months from the Closing Date under Section 4(f)) for the Offered Notes and the Registration Statement; and (viii) any other fees and expenses incurred in the performance of their obligations under this Agreement.

(i)Delivery of Reports.  From the date of this Agreement until the payment in full of the Offered Notes, or until such time as the Representatives notify the Depositors that the Underwriters have ceased to maintain a secondary market in the Offered Notes, whichever occurs first, the Depositor will deliver to the Representatives on request, if not otherwise available from any publicly available source, copies of:  (i) the annual statement of compliance, the Servicer’s report on its assessment of compliance with the minimum servicing criteria and the related attestation report delivered under Article III of the Sale and Servicing Agreements, (ii) each certificate and the annual statements of compliance delivered to the Indenture Trustee under Article III of the Indenture, (iii) any material amendment to any Basic Document and (iv) each monthly investor report for the Trust.

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(j)Cooperation with Rating Agencies.  If the ratings assigned to the Offered Notes by the Rating Agencies are conditional on the delivering of documents or the taking of any other actions by the Depositors, the Depositors will deliver those documents and take those actions.

(k)Compliance with Rule 17g-5.  The Depositors and Ford Credit will comply with the representation made by Ford Credit to each Rating Agency for the Notes under paragraph (a)(3)(iii)(A) through (E) of Rule 17g-5, other than any breach of the representations resulting from a breach by any Underwriter of the representations, warranties and agreements in Section 5(m) or (n).

5.Agreements Regarding Offering of Notes.

(a)Public Offering.  Each Depositor understands that the Underwriters intend to offer the Offered Notes for sale to the public (which may include selected dealers) on the terms stated in the Preliminary Prospectus, the Time of Sale Information and the Prospectus.

(b)Time of Sale; Delivery of Time of Sale Information.  Each Underwriter, severally and not jointly, represents and agrees that (i) it did not enter into any Contract of Sale for any Offered Notes prior to the Time of Sale, (ii) if any Corrective Information is delivered by the Depositors under Section 4(c), it will not enter into any new Contract of Sale for any Offered Notes until at least 48 hours after the new Time of Sale Information, including the Corrective Information, has been delivered to the related investor and (iii) it will, at any time that such Underwriter is acting as an “underwriter” (as defined in Section 2(a)(11) of the Securities Act) for the Offered Notes, deliver the Time of Sale Information to each investor to whom Offered Notes are sold by it during the period prior to the filing of the final Prospectus according to Rule 424(b) (as notified to the Underwriters by the Depositors), at or prior to the applicable time of entry into the Contract of Sale for that investor.

(c)No Other Written Communications.  Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of the Securities Act, no Underwriter will publish, transmit or deliver any written communication to any person in connection with the initial offering of the Offered Notes unless the written communication (i) is made in reliance on Rule 134 under the Securities Act, (ii) is a prospectus satisfying the requirements of Rule 430D under the Securities Act or (iii) is a Free Writing Prospectus.

(d)Underwriter Free Writing Prospectuses.  Each Underwriter represents and agrees with the Depositors and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared by or on behalf of the Underwriter, an “Underwriter Free Writing Prospectus”) that contains any information other than (A) information included in the Preliminary Prospectus or to be included in the final Prospectus (“Trust Information”) or (B) expected pricing parameters for the Offered Notes and status of subscriptions or allocations for the Offered Notes, unless otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included, prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons or spread and price on Bloomberg screens) unless the pricing-related information was in an Underwriter Free Writing Prospectus previously discussed with the Depositors, and (iii) it will not use any “ABS informational and computational material,” as defined in Item 1101(a) of Regulation AB under the Securities Act in reliance on Rules 167 and 426 under the Securities Act.  Each Underwriter will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter Free Writing Prospectus referred to in Section 5(i)) on the business day prior to its first use (except as otherwise agreed by the Depositors), except that the Representatives agree to deliver an Underwriter Free Writing Prospectus with all final pricing information as soon as practicable on the day the Offered Notes are priced.

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(e)Trust Free Writing Prospectuses.  Each Depositor represents and agrees with the Underwriters that it has not prepared any Free Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under “Time of Sale Information.”

(f)No Material Misstatements or Omissions.  Each Underwriter represents and agrees with the Depositors and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by that Underwriter, if any, when read together with the Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date the Underwriter Free Writing Prospectus was published, transmitted or delivered to any prospective purchaser of Offered Notes, include any untrue statement of a material fact or omit a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Underwriter makes no representation to the extent the misstatements or omissions were the result of any inaccurate Trust Information delivered by the Depositors or Ford Credit to the Representatives or the Underwriter, which information was not corrected by Corrective Information subsequently delivered by the Depositors or Ford Credit to the Representatives or the Underwriter prior to the Time of Sale.

(g)Free Writing Prospectus Legend.  Each Depositor and each Underwriter agrees that any Free Writing Prospectuses prepared by it will contain substantially the following legend:

The depositor has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the depositor has filed with the SEC for more complete information about the depositor, the issuing entity and this offering.  You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov.  Alternatively, the depositor, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free at            .

(h)SEC Filings.  The Depositors agree to file with the Commission when required under the Securities Act the following:

(i)the Prospectus;

(ii)the certifications and Transaction Documents necessary to satisfy the conditions for the offering of the Offered Notes under Form SF-3, as stated in the General Instructions to Form SF-3;

(iii)each Trust Free Writing Prospectus required to be filed according to Rule 433(d);

(iv)any Underwriter Free Writing Prospectus required to be filed according to Rule 433(d) (other than an Underwriter Free Writing Prospectus required to be filed according to Rule 433(d)(1)(ii)), as long as that the Underwriter Free Writing Prospectus was delivered to the Depositors reasonably in advance of the time required to be filed according to Rule 433(d); and

(v)any Free Writing Prospectus for which either Depositor or any person acting on its behalf delivered, authorized and approved information that is prepared and published, transmitted or delivered by a person unaffiliated with the Depositors or any other offering participant that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications.

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(i)Filing of Underwriter Free Writing Prospectuses.  Each Underwriter agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed according to Rule 433(d)(1)(ii), and on request, deliver a copy to the Depositors and Ford Credit.

(j)Free Writing Prospectuses Not Required to be Filed.  Notwithstanding the provisions of Sections 5(h) and (i), neither the Depositors nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission.

(k)Retention of Free Writing Prospectuses.  Each Depositor and each Underwriter agree to retain all Free Writing Prospectuses that they have used and that are not filed with the Commission according to Rule 433.

(l)Final Prospectus.  Each Underwriter agrees with the Depositors and the Trust that after the final Prospectus is made available to the Underwriter, it will not distribute any written information in connection with the offering of the Offered Notes during the ninety-day period (or any longer period required by law) following the Closing Date to a prospective purchaser of Offered Notes unless the information is preceded or accompanied by the final Prospectus.

(m)No Rating Agency Information.  Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the Trust that it has not provided, as of the date of this Agreement, and agrees with Ford Credit, the Depositors and the Trust that it will not provide, on or prior to the Closing Date, to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent of Ford Credit, the Depositors or the Administrator and (ii) agrees with Ford Credit, the Depositors and the Trust that it will not provide to any Rating Agency or other “nationally recognized statistical rating organization” (within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford Credit, the Depositors or the Administrator.

(n)No Due Diligence Services.  Each Underwriter, severally and not jointly, represents and agrees that it has not employed any person to provide third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) relating to the Offered Notes or obtained a “third-party due diligence report” (as defined in Rule 15Ga-2 under the Exchange Act) relating to the Offered Notes.

(o)Sales in the United States.  Each Underwriter represents and agrees with Ford Credit and the Depositors that it will only make sales of Offered Notes in the United States or to U.S. persons, either directly as a broker-dealer registered with the Commission or through an affiliated broker-dealer registered with the Commission.

(p)Underwriters’ Fees and Expenses.  The Underwriters will pay the following fees and expenses:  (i) all fees and expenses, including fees and expenses of counsel, in connection with any state securities or “blue sky” law qualifications or legal investment surveys for the Offered Notes; and (ii) all fees and expenses of counsel to the Underwriters.  Except as stated in Sections 4(h) and 9, the Underwriters will pay all their own fees and expenses in connection with any offers of the Offered Notes that the Underwriters may make.

10

6.Conditions to Underwriters’ Obligations.  The obligations of the Underwriters to purchase and pay for the Offered Notes will be subject to the following conditions:

(a)Registration Compliance; No Stop Order.  The Prospectus and each Trust Free Writing Prospectus will have been timely filed with the Commission under the Securities Act (in the case of a Trust Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and according to Section 4(b); and, as of the Closing Date, no stop order will have been issued suspending the effectiveness of the Registration Statement or any post-effective amendment, and no proceedings for that purpose will be pending before or, to the knowledge of the Depositors, threatened by the Commission.

(b)No Material Adverse Change.  Since the date of the Preliminary Prospectus there has not occurred any material adverse change, or any development involving a prospective material adverse change, in or affecting particularly (i) the business or assets of either Depositor, or any material adverse change in the financial position or results of operations of either Depositor or (ii) the business or assets of Ford Credit and its subsidiaries considered as a whole, or any material adverse change in the financial position or results of operations of Ford Credit and its subsidiaries considered as a whole, other than as disclosed in the Prospectus, which in any case makes it impracticable or inadvisable in the Representatives’ reasonable judgment to proceed with the public offering or the delivery of the Offered Notes on the terms described in the Prospectus.

(c)War Out; Market Out.  After the execution and delivery of this Agreement:

(i)there will not have occurred a declaration of a general moratorium on commercial banking activities by either the Federal or New York State authorities or a material disruption in the securities settlement or clearance systems in the United States, which moratorium or disruption remains in effect and which, in the Representatives’ reasonable judgment, substantially impairs the Underwriters’ ability to settle the Notes.  In making this judgment the Representatives will take into account the availability of alternative means for settlement and the likely duration of the moratorium or disruption.  If the Commission or, for a banking moratorium, the Board of Governors of the Federal Reserve System or New York State banking authority, as applicable, has stated before the Closing Date that the resumption of the systems will occur within three business days of the scheduled Closing Date for the Offered Notes, the ability to settle the Notes will not be deemed to be substantially impaired;

(ii)the United States will not have become engaged in hostilities which have resulted in the declaration of a national emergency or a declaration of war, which makes it impracticable or inadvisable, in the Representatives’ reasonable judgment, to proceed with the public offering or the delivery of the Offered Notes on the terms described in the Prospectus; and

(iii)there will not have occurred (A) any suspension or limitation on trading in securities generally on the New York Stock Exchange or the National Association of Securities Dealers National Market system, or any setting of minimum prices for trading on that exchange or market system, (B) any suspension of trading of any securities of Ford on any exchange or in the over-the-counter market, (C) any material outbreak or material escalation of hostilities involving the engagement of armed conflict in which the United States is involved or (D) any material adverse change in the general economic, political, legal, tax, regulatory or financial conditions or currency exchange rates in the United States (whether resulting from events within or outside the United States) which has caused a substantial deterioration in the price and/or value of the Offered Notes, which in the mutual reasonable determination of the Representatives and Ford Credit makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Offered Notes on the terms described in the Prospectus.

11

(d)Accountant’s Report.  On or before the Time of Sale and on or before the Closing Date, a nationally recognized accounting firm, who are independent accountants reasonably satisfactory to the Representatives, will have delivered to the Representatives a report, reasonably satisfactory to the Representatives, about information in the Preliminary Prospectus and the Prospectus, respectively, but only if each Representative has executed an acknowledgment letter for the accountant’s letter.

(e)Ford Credit Officer’s Certificate about Transaction Documents.  The Representatives will have received an officer’s certificate, dated the Closing Date, signed by the President, an Executive Vice President, a Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of Ford Credit, stating that the representations and warranties of Ford Credit in this Agreement, each Sale and Servicing Agreement and each Receivables Purchase Agreement are true and correct in all material respects and that Ford Credit has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under those agreements in all material respects.

(f)Depositors’ Officer’s Certificate about Transaction Documents.  The Representatives will have received an officer’s certificate, dated the Closing Date, signed by the President, an Executive Vice President, a Vice President, the Treasurer, any Assistant Treasurer, the Secretary or any Assistant Secretary of each Depositor stating that the representations and warranties of the Depositor in this Agreement, the Trust Agreement, the related Sale and Servicing Agreement and the related Receivables Purchase Agreement are true and correct in all material respects and that the Depositor has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under those agreements in all material respects.

(g)Legal Opinions and Letters.  Each of the following counsel (or other counsel satisfactory to the Representatives) will have delivered to the Representatives the related opinion or letter, dated as of the Closing Date, each of which will be reasonably satisfactory to the Representatives.

(i)In-house Opinion of Ford Credit.             ,             of Ford Credit, will have delivered [his/her] written opinion about certain corporate matters relating to Ford Credit and the Depositors.

(ii)In-house Opinion of Ford.             ,             of Ford, will have delivered [his/her] written opinion about certain corporate matters relating to Ford and the Sale and Assignment Agreement.

(iii)Corporate and Securities Law Opinion.                  , special counsel to the Depositors and Ford Credit, will have delivered their written opinion about certain corporate and securities law matters relating to Ford Credit, the Depositors and the Trust.

(iv)Bankruptcy Opinion.                  , special counsel to the Depositors and Ford Credit, will have delivered their written opinion about certain bankruptcy law matters.

(v)Security Interest Opinion.                  , special counsel to the Depositors and Ford Credit, will have delivered their written opinion about certain security interest matters.

(vi)Tax Opinion.                  , special tax counsel to the Depositors and Ford Credit, will have delivered their written opinion about certain federal tax matters.

(vii)Negative Assurance Letter.                  , special counsel to the Depositors and Ford Credit, will have delivered a negative assurance letter about the Registration Statement, the Preliminary Prospectus and the Prospectus.

12

(viii)Underwriters Counsel Opinion.                  , counsel to the Underwriters, will have delivered (i) their written opinion about the validity of the Offered Notes, and the Depositors will have delivered or caused to be delivered to the counsel the documents reasonably requested for the purpose of enabling them to opine on those matters and (ii) a negative assurance letter about the Preliminary Prospectus and the Prospectus.

(ix)Owner Trustee Opinion.                  , counsel to the Owner Trustee, will have delivered their written opinion about certain corporate matters relating to the Owner Trustee.

(x)Delaware Trust Opinion.                  , counsel to the Trust, will have delivered their written opinion about certain corporate matters relating to the Trust.

(xi)Indenture Trustee Opinion.                  , counsel to the Indenture Trustee, will have delivered their written opinion about certain corporate matters relating to the Indenture Trustee.

(xii)[Back-up Servicer Opinion.                  , counsel to the Back-up Servicer, will have delivered their written opinion about certain corporate matters relating to the Back-up Servicer.]

(xiii)Asset Representations Reviewer Opinion.             ,            , of           , will have delivered [his/her] written opinion about certain corporate matters relating to the Asset Representations Reviewer.

(h)Ratings Letters.  The Depositors will have received ratings letters from the Rating Agencies that assign the Required Ratings to the Offered Notes stated in the Terms Annex.

(i)Transaction Documents.  Each Transaction Document will have been executed and delivered by the parties to the Transaction Document.

(j)Issuance and Payment for Notes.  At the Closing Date, the Notes will have been validly issued by the Trust and paid for by the Depositors.

7.Indemnification and Contribution.

(a)Indemnification by Ford Credit and Depositors.  Each of Ford Credit and each Depositor, jointly and severally, will indemnify and hold each Underwriter harmless against any losses, claims, damages or liabilities, joint or several, to which that Underwriter may become subject, under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities arise out of or are based on any untrue statement or alleged untrue statement of a material fact in the Registration Statement, the Prospectus, the Preliminary Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the Preliminary Prospectus) or an omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in investigating or defending any claim.  However, (i) neither Ford Credit nor either Depositor will be liable to the extent that any loss, claim, damage or liability arises out of or is based on an untrue statement or alleged untrue statement in or omission or alleged omission from any such document in reliance on and in conformity with written information delivered to Ford Credit or the Depositors by any Underwriter through the Representatives specifically for use in such document and (ii) neither Ford Credit nor either Depositor will be liable to any Underwriter or any person controlling any Underwriter under the indemnification

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provided for in this subsection (a) with respect to any such document to the extent that the loss, claim, damage or liability results from the fact that the Underwriter, at or prior to the entry into the related Contract of Sale, failed to send or give to any person to whom it sold the Offered Notes a copy of the Preliminary Prospectus, the Time of Sale Information or the Prospectus, whichever is more recent, if the Depositors have before the entry into the Contract of Sale delivered copies of such documents to the Underwriter.

The indemnification in this subsection (a) will be in addition to any liability which Ford Credit and/or the Depositors may otherwise have and will extend, on the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Securities Act or the Exchange Act.

(b)Indemnification by Underwriters.  Each Underwriter, severally and not jointly, will indemnify and hold harmless Ford Credit and each Depositor against any losses, claims, damages or liabilities to which Ford Credit or either Depositor may become subject, under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) arise out of or are based on any untrue statement or alleged untrue statement of a material fact (A) in the Registration Statement, the Prospectus, the Preliminary Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the Preliminary Prospectus), or an omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that the untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on and in conformity with written information delivered to Ford Credit or the Depositors by that Underwriter through the Representatives specifically for use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously approved by Ford Credit or the Depositors and is not Trust Information, or (ii) arise out of or are based on the breach by that Underwriter of the representations, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and each Depositor for any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification provided by any Underwriter in clause (ii) above will in no event exceed the total underwriting discounts and commissions received by that Underwriter as stated on the cover of the Prospectus.

The indemnification in this subsection (b) will be in addition to any liability which each Underwriter may otherwise have and will extend, on the same terms and conditions, to the officers and directors of Ford Credit or the Depositors and each person, if any, who controls Ford Credit or either Depositor within the meaning of the Securities Act or the Exchange Act.

(c)Proceedings.  Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the start of any action, the indemnified party will, if the claim is to be made against the indemnifying party under subsection (a) or (b) above, notify the indemnifying party of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or (b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to Section 12 of the action.  However, the failure to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than under that subsection.  If any such action is brought against any indemnified party and it notifies the indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, may, jointly with any other indemnifying party, assume the defense of the action, with counsel reasonably satisfactory to the indemnified party.  After notice from the indemnifying party to the indemnified party of its election to assume the defense of the action, the indemnifying party will not be liable to the indemnified party under subsection (a) or (b) above, as applicable, for any legal or

14

other expenses subsequently incurred by the indemnified party in connection with the defense of the action other than reasonable expenses for investigation.

No indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action for which any indemnified party is or could have been a party if indemnity could have been claimed under this Agreement by the indemnified party unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any claims in the action and (ii) does not include a statement or an admission of fault, culpability or a failure to act by or on behalf of the indemnified party.

(d)Contribution.  If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under subsection (a) or (b) above for any losses, claims, damages or liabilities referred to in subsection (a) or (b), as applicable, then each indemnifying party will contribute to the amount paid or payable by the indemnified party as a result of those losses, claims, damages or liabilities in the proportion appropriate to reflect the relative benefits received by Ford Credit and the Depositors, on the one hand, and that Underwriter, on the other, from the offering of the Offered Notes.  If, however, the allocation provided by the prior sentence is not permitted by applicable law, then each indemnifying party will contribute to the amount paid or payable by the indemnified party in the proportion appropriate to reflect not only the relative benefits but also the relative fault of Ford Credit and the Depositors, on the one hand, and that Underwriter, on the other, in connection with the statements or omissions which resulted in the losses, claims, damages or liabilities as well as any other relevant equitable considerations.  The relative benefits received by Ford Credit and the Depositors, on the one hand, and that Underwriter, on the other, will be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) received by the Depositors in relation to the total underwriting discounts and commissions received by that Underwriter, in each case, as stated on the cover of the Prospectus.  The relative fault will be determined by taking into consideration, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information delivered by Ford Credit, the Depositors and their affiliates or by that Underwriter and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent the untrue statement or omission, including, for that Underwriter, the extent to which the losses, claims, damages or liabilities result from the fact that the Underwriter sold the Offered Notes to a person to whom there was not sent or given, at or prior to the entry into the related Contract of Sale, a copy of the Preliminary Prospectus, the Time of Sale Information or the Prospectus, whichever is more recent, if the Depositors have previously delivered those documents to that Underwriter.

Ford Credit, the Depositors and the Underwriters, severally and not jointly, agree that it would not be just and equitable if contribution under this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d).  The amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to above in this subsection (d) will be deemed to include any legal or other expenses reasonably incurred by the indemnified party in connection with investigating or defending any action or claim.  Notwithstanding the provisions of this subsection (d), no Underwriter will be required to contribute any amount under this Agreement in excess of the underwriting discounts and commissions received by that Underwriter, as reduced by the amount of any damages which that Underwriter has otherwise been required to pay by reason of the untrue or alleged untrue statement or omission or alleged omission.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of the fraudulent misrepresentation.  The obligations of the Underwriters of the Offered Notes in this subsection (d) to contribute are several in proportion to their respective underwriting obligations for the Offered Notes as stated in the Terms Annex and not joint.

15

(e)           Limitation on Certain Liabilities.  Notwithstanding any other provision of this Agreement, the aggregate liability of any Underwriter to Ford Credit and the Depositors for any losses, claims, damages, liabilities, legal or other expenses or other amounts (collectively, “Amounts”) based on any breaches or alleged breaches by that Underwriter of its agreements in Section 5(m)(ii), without regard to whether the Amounts are payable by that Underwriter under Section 7(b) or as damages for breach of contract or otherwise, will in no event exceed the total underwriting discounts and commissions received by that Underwriter, in each case, as stated on the cover of the Prospectus.

8.             Survival of Representations and Obligations.  The respective indemnities, agreements, representations, warranties and other statements of Ford Credit and the Depositors or the officers of Ford Credit and the Depositors and of the Underwriters stated in or made under this Agreement will remain in full force and effect, regardless of any investigation or statement as to the results of any investigation, made by or on behalf of any Underwriter, Ford Credit, the Depositors or any of their respective representatives, officers or directors of any controlling person, and will survive delivery of and payment for the Offered Notes.

9.             Failure to Purchase Offered Notes.

(a)           Liability of Ford Credit and Depositors.  If the purchase of the Offered Notes is not completed because the circumstances described in Section 6(c) have occurred, then neither Ford Credit nor either Depositor will have any liability to the Underwriters with respect to the Offered Notes except as provided in Sections 4(h) and 7.  However, if for any other reason (subject to subsection (b) below), the Offered Notes are not delivered to the Underwriters as provided in this Agreement, Ford Credit and the Depositors will be liable, jointly and severally, to reimburse the Underwriters, through the Representatives, for all out-of-pocket expenses, including legal fees and expenses reasonably incurred by the Underwriters in making preparations for the offering of the Offered Notes.  In this case, neither Ford Credit nor either Depositor will then have any further liability to any Underwriter for the Offered Notes except as provided in Sections 4(h) and 7.

(b)           Default by Underwriters.  If any Underwriter or Underwriters default on their obligations to purchase Offered Notes under this Agreement and the aggregate principal amount of Offered Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase does not exceed 10% of the total principal amount of the Offered Notes, the Representatives may make arrangements satisfactory to the Depositors for the purchase of those Offered Notes by other persons, including the non-defaulting Underwriter or Underwriters.  If no arrangements are made by the Closing Date, the non-defaulting Underwriter or Underwriters will purchase, in proportion to their commitments under this Agreement, the Offered Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase.  If any Underwriter or Underwriters so default and the aggregate principal amount of Offered Notes related to the default or defaults exceeds 10% of the total principal amount of the Offered Notes and arrangements satisfactory to the non-defaulting Underwriter or Underwriters and the Depositors for the purchase of those Offered Notes by other persons are not made within 36 hours after the default, this Agreement will terminate without liability on the part of any non-defaulting Underwriter or Underwriters or Ford Credit and the Depositors, except as provided in Sections 4(h) and 7.  Nothing in this Agreement will relieve a defaulting Underwriter or Underwriters from liability for its default.

10.          No Fiduciary Duty.  The Depositors and Ford Credit acknowledge that in connection with the offering of the Offered Notes:  (a) the Underwriters have acted at arm’s length, are not agents of, and owe no fiduciary duties to, the Depositors or Ford Credit, (b) the Underwriters owe the Depositors and Ford Credit only those duties and obligations stated in this Agreement, (c) the Underwriters may have interests that differ from those of the Depositors and Ford Credit and (d) the Underwriters have not provided any legal, regulatory, tax, accounting or insurance advice in any jurisdiction.  Each of the

16

Depositors and Ford Credit waives, to the extent permitted by applicable law any claims it may have against the Underwriters related to an alleged breach of fiduciary duty in connection with the offering of the Offered Notes.

11.          Entire Agreement.  This Agreement represents the entire agreement between the Depositors and the Underwriters about the preparation of the Prospectus, and the conduct of the offering of the Offered Notes and the purchase and sale of the Offered Notes.

12.          Notices.

(a)           Delivery of Notices.  All notices, requests, demands, consents, waivers or other communications to or from the parties must be in writing and will be considered given:

(i)            on delivery or, for a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail,

(ii)           for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient,

(iii)          for an email, when receipt is confirmed by telephone or reply email from the recipient, and

(iv)          for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without requirement of confirmation of receipt) to the recipient stating that the electronic posting has been made.

(b)           Notices to Depositors.  Communications to the Depositors will be given to:

Ford Credit Floorplan Corporation and
Ford Credit Floorplan LLC
c/o Ford Motor Company
World Headquarters, Suite 802-A3
One American Road
Dearborn, Michigan 48126
Attention:  Ford Credit SPE Management Office
Telephone:  (313) 594-3495
Email:  FSPEMgt@ford.com

with a copy to:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 323-1200
Fax:  (313) 337-1160

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(c)           Notices to Ford Credit.  Communications to Ford Credit will be given to:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 323-1200
Fax:  (313) 337-1160

(d)           Notices to Representatives.  Communications to the Representatives, in their capacity as Representatives of the Underwriters or in their individual capacities, will be given to the Representatives at their addresses stated in the Terms Annex.

13.          Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the Underwriters, the Depositors and Ford Credit and their permitted successors and assigns and the officers and directors and controlling persons referred to in Section 7.  No other person will have any right or obligation under this Agreement.

14.          GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

15.          Submission to Jurisdiction.  Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement.  Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.

16.          WAIVER OF JURY TRIAL.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDINGS RELATING TO THIS AGREEMENT.

17.          Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.

18.          Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

19.          Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

18

EXECUTED BY:

FORD CREDIT FLOORPLAN CORPORATION
By:
	Name:
	Title:
FORD CREDIT FLOORPLAN LLC
By:
	Name:
	Title:
FORD MOTOR CREDIT COMPANY LLC
By:
	Name:
	Title:

[Signature Page to Underwriting Agreement]

[NAME OF UNDERWRITER]
By:
	Name:
	Title:
[NAME OF UNDERWRITER]
By:
	Name:
	Title:
[NAME OF UNDERWRITER]
By:
	Name:
	Title:

Each as an Underwriter and as a
Representative of the other Underwriters

[Signature Page to Underwriting Agreement]

TERMS ANNEX

FORD CREDIT AUTO OWNER TRUST 20     -     

, 20    

Offered Notes

Class A[-1] Notes

[Class A-2 Notes]

[Class B Notes]

[Class C Notes]

[Class D Notes]

Private Notes

[Class B Notes]

[Class C Notes]

[Class D Notes]

Underwriters

[NAMES OF UNDERWRITERS]

Terms of the Offered Notes

Pricing Date:	, 20
Time of Sale:	a.m./p.m. ([EST/EDT]),       , 20
Closing Date:	, 20

Required Ratings as of the Closing Date

The ratings on each Class of Offered Notes (the “Required Ratings”) from each “nationally recognized statistical rating organization” (each, a “Rating Agency”) stated in the Time of Sale Information.

A-1

Pricing Information

Notes	Aggregate Principal Amount	Interest Rate		Purchase Price (as a % of the aggregate principal amount)		Underwriting Discount		Final Maturity Date
Class A[-1] Notes	$		%		%		%
[Class A-2 Notes]	$		%		%		%
[Class B Notes]	$		%		%		%
[Class C Notes]	$		%		%		%
[Class D Notes]	$		%		%		%

Underwriters and Allotments

Underwriters	Initial Principal Amount of Class A[-1] Notes	[Initial Principal Amount of Class A-2 Notes]	[Initial Principal Amount of Class B Notes]	[Initial Principal Amount of Class C Notes]	[Initial Principal Amount of Class D Notes]
	$	$		$	$
Total	$	$		$	$

A-2

Address for Notices to the Representatives

[Underwriter]

[Underwriter]

[Underwriter]

[Underwriter]

Time of Sale Information

Preliminary Prospectus:	Preliminary Prospectus, dated       , 20
Trust Free Writing Prospectus:	Free Writing Prospectus, dated       , 20   - (Ratings)
Underwriter Free Writing Prospectus:	Free Writing Prospectus, dated       , 20   - (Pricing)

A-3

EX-3.1

EXHIBIT 3.1

AMENDED AND RESTATED CERTIFICATE OF FORMATION
OF
FORD CREDIT AUTO RECEIVABLES LLC

THIS Amended and Certificate of Formation of Ford Credit Auto Receivables LLC (the “Company”), dated as of July 27, 2001, has been duly executed and is being filed by the undersigned, as an authorized person, in accordance with the provisions of 6 Del. C. § 18-208, to amend and restate the original Certificate of formation of the Company, which was filed on August 18, 1997, with the Secretary of State of the State of Delaware (the “Certificate”), to form the limited liability company under the Delaware Limited Liability Company Act (6 Del. C. § 18-101, et seq.).

The Certificate is hereby amended and restated in its entirety to read as follows:

1.  Name.  The name of the limited liability company formed and continued hereby is Ford Credit Floorplan LLC.

2.  Registered Office.  The address of the registered office of the Company in the State of Delaware is c/o the corporation Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington Delaware 19801.

3.  Registered Agent.  The name and the address of the registered agent for service of process on the Company in the State of Delaware is The Corporation Trust Company, Corporation Trust Center, 1209 Orange Street, New Castle County, Wilmington, Delaware 19801.

IN WITNESS WHEREOF, the undersigned has executed this Amended and Restated Certificate of Formation as of the date first-above written.

By:	/s/ Emily E. Smith-Sulfaro
	Emily E. Smith-Sulfaro
	Authorized Person

CONSENT OF FORD CREDIT FLOORPLAN CORPORATION

UNDER 6 DEL. C. §18-102(3)

TO USE OF SIMILAR NAME

Pursuant to 6 Del. C. §18-102(3), Ford Credit Floorplan Corporation hereby consents to the registration with the Secretary of State of the State of Delaware of Ford Credit Floorplan, LLC, a limited liability company to be formed under the laws of the State of Delaware, and the use of the name Ford Credit Floorplan, LLC by the said limited liability company.

FORD CREDIT FLOORPLAN CORPORATION
By:	/s/ Emily E. Smith-Sulfaro
	Name:	Emily E. Smith-Sulfaro
	Title:	Assistant Secretary

Dated: July 31, 2001

EX-3.2

EXHIBIT 3.2

EXECUTION VERSION

SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT

of

FORD CREDIT FLOORPLAN LLC
(a Delaware Limited Liability Company)

by

FORD MOTOR CREDIT COMPANY LLC,
as Member

Dated as of September 30, 1997,
as amended and restated as of November 1, 2015

TABLE OF CONTENTS

ARTICLE I DEFINITIONS AND USAGE		3
Section 1.1.	Definitions	3
Section 1.2.	Usage	6
ARTICLE II ORGANIZATION		7
Section 2.1.	Formation, Name, Location of Office	7
Section 2.2.	Registered Office in Delaware	7
Section 2.3.	Registered Agent	7
Section 2.4.	Purposes and Powers; Restrictions	7
Section 2.5.	Conduct of Business	10
Section 2.6.	Financial and Tax Reporting	12
Section 2.7.	Term	12
ARTICLE III THE MEMBER		12
Section 3.1.	Member	12
Section 3.2.	Powers of Member	12
Section 3.3.	Limited Liability of Member	12
Section 3.4.	Special Member	12
Section 3.5.	Assignments; Additional Members	13
ARTICLE IV MANAGEMENT OF COMPANY; BOARD OF MANAGERS; OFFICERS		13
Section 4.1.	General Management	13
Section 4.2.	Appointment and Term	14
Section 4.3.	Size of Board; Independent Managers	14
Section 4.4.	Power to Bind Company	15
Section 4.5.	Restrictions on Power	15
Section 4.6.	Obligations of Managers	15
Section 4.7.	Resignation	16
Section 4.8.	Removal of Managers	16
Section 4.9.	Filling of Vacancies	16
Section 4.10.	Managers’ Compensation	16
Section 4.11.	Officers	17
Section 4.12.	Duties of Managers and Officers	17
ARTICLE V CAPITAL STRUCTURE AND CONTRIBUTIONS		17
Section 5.1.	Capital Structure	17
Section 5.2.	Capital Contributions	17
ARTICLE VI PROFITS AND LOSSES; DISTRIBUTIONS		17
Section 6.1.	Profits and Losses	17
Section 6.2.	Distributions	18
ARTICLE VII LIABILITIES; INDEMNIFICATION		18
Section 7.1.	Limitation on Liability	18
Section 7.2.	Indemnification	18
Section 7.3.	Survival of Indemnification	19
ARTICLE VIII OTHER AGREEMENTS		20
Section 8.1.	Dissolution of the Company	20
Section 8.2.	Waiver of Partition; Nature of Interest	20
Section 8.3.	No State Law Partnership	21
Section 8.4.	Binding Agreement	21

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ARTICLE IX MISCELLANEOUS		21
Section 9.1.	Amendments	21
Section 9.2.	Benefit of Agreement	21
Section 9.3.	GOVERNING LAW	21
Section 9.4.	Severability	21
Section 9.5.	Headings	21
Section 9.6.	Counterparts	21

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SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT, dated as of November 1, 2015 (this “Agreement”), of Ford Credit Floorplan LLC, a Delaware limited liability company, by Ford Motor Credit Company LLC, a Delaware limited liability company, as the sole Member of the Company.

BACKGROUND

The Member established Ford Credit Auto Receivables LLC under a certificate of formation in August 1997 and entered into a limited liability company agreement to govern its activities and the conduct of its business.  The Member subsequently amended and restated the limited liability company agreement and filed an amended and restated certificate of formation in July 2001 to change the name of Ford Credit Auto Receivables LLC to Ford Credit Floorplan LLC.  The Member now intends to further amend and restate the limited liability company agreement on the terms in this Agreement.

The Member agrees as follows:

ARTICLE I
DEFINITIONS AND USAGE

Section 1.1.Definitions.  Capitalized terms used in this Agreement are defined below.

“Act” means the Delaware Limited Liability Company Act, 6 Del. C. § 18-101 et seq.

“Affiliate” means, for a specified Person, another Person controlling, controlled by or under common control with the specified Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of the Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Agreement” has the meaning stated in the preamble.

“Authorized Officers” has the meaning stated in Section 4.11(a).

“Basic Documents” means this Agreement and any Sale and Servicing Agreements, Indentures, trust agreements, receivables purchase agreements, administration agreements, depositary agreements and other agreements relating to the issuance of Securities, including the documents and certificates delivered in connection with those agreements.

“Board of Managers” has the meaning stated in Section 4.1.

“Certificate of Formation” means the Certificate of Formation of the Company, dated as of August 14, 1997 and effective as of August 18, 1997, as amended and restated as of July 27, 2001.

“Code” means the Internal Revenue Code of 1986.

“Company” means Ford Credit Floorplan LLC, a Delaware limited liability company.

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“Ford Credit” means Ford Motor Credit Company LLC, a Delaware limited liability company.

“Indemnified Party” has the meaning stated in Section 7.2(a).

“Indenture” has the meaning stated in Section 2.4(a)(v).

“Independent Manager” means an individual who:

(a)at the time of appointment as a manager and during the five years immediately before appointment, and so long as the individual is a Manager of the Company, is not (i) a manager, director, officer or employee of Ford Credit or its Affiliates (other than as an Independent Manager or other similar capacity), (ii) a manager, director, officer or employee of a company which is a supplier of Ford Credit or its Affiliates (other than for services described in clause (c) below), (iii) a beneficial owner of the number of shares of any class of common stock of Ford Credit or its Affiliates the value of which is more than 3% of the individual’s net worth or (iv) a member of the immediate family of an individual described in clauses (i) through (iii);

(b)has prior experience as an independent director or independent manager for a company whose organizational documents required the unanimous consent of all independent directors or independent managers of the company before it could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state bankruptcy law; and

(c)has at least three years of employment experience with one or more companies that provide, in the ordinary course of their businesses, independent director or independent manager placement services to depositors and issuers of asset-backed securities and special-purpose entities used in securitization or structured finance transactions.

“Insolvency Event” means, for a Person, (a) the making of a general assignment for the benefit of creditors, (b) the filing of a voluntary petition in bankruptcy, (c) being adjudged bankrupt or insolvent, or having had entered against the Person an order for relief in any bankruptcy or insolvency proceeding, (d) the filing by the Person of a petition or answer seeking reorganization, liquidation, dissolution or similar relief under any law, (e) seeking, consenting to or acquiescing in the appointment of a trustee, liquidator, receiver or similar official of the Person or of all or any substantial part of the Person’s assets, (f) the failure to obtain dismissal or a stay within 60 days of the start of or the filing by the Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against the Person in any proceeding against the Person seeking (i) reorganization, liquidation, dissolution or similar relief under any law or (ii) the appointment of a trustee, liquidator, receiver or similar official of the Person or of all or any substantial part of the Person’s assets or (g) the failure by the Person generally to pay its debts as they become due.

“Manager” has the meaning stated in Section 4.2.

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“Member” means Ford Credit or a Substitute Member, each in its capacity as a member of the Company, but will not include a Special Member.

“Permitted Activities” has the meaning stated in Section 2.4(a).

“Person” means a legal person, including a corporation, natural person, joint venture, limited liability company, partnership, trust, business trust, association, government, a department or agency of a government or any other entity.

“Rating Agency” means, for any outstanding Securities, each nationally recognized statistical rating organization engaged by the Member or the Company to rate the Securities.

“Rating Agency Condition” means, for an action or request and a Rating Agency, the satisfaction of either of the following conditions, according to the then-current policies of the Rating Agency for that action or request:

(a)the Rating Agency has notified the Company and the Servicer and Trustees under the related Sale and Servicing Agreements and Indentures that the proposed action or request will not result in a downgrade or withdrawal of its then-current rating on any outstanding Securities for which it is a Rating Agency; or

(b)the Company has given ten business days’ prior notice to the Rating Agency and the Rating Agency has not notified the Company and the Servicer and Trustees under the related Sale and Servicing Agreements and Indentures before the end of the ten-day period that the action will result in a downgrade or withdrawal of its then current rating on any of the outstanding Securities for which it is a Rating Agency.

“Receivables” has the meaning stated in Section 2.4(a)(i).

“Sale and Servicing Agreement” has the meaning stated in Section 2.4(a)(iv).

“Securities” has the meaning stated in Section 2.4(a)(v).

“Servicer” has the meaning stated in Section 2.4(a)(iv).

“Special Member” means an Independent Manager admitted as a member of the Company under Section 3.4.

“Substitute Member” means a Person appointed as a substitute member of the Company under Section 3.4.

“Trust” has the meaning stated in Section 2.4(a)(iv).

“Trustee” has the meaning stated in Section 2.4(a)(iv).

“Underlying ABS” has the meaning stated in Section 2.4(a)(iii).

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Section 1.2.Usage.  The following usage rules apply to this Agreement and any document delivered under this Agreement:

(a)The term “document” includes any document, agreement, instrument, certificate, notice, report, statement or other writing, whether in electronic or physical form.

(b)Accounting terms not defined or not completely defined in this Agreement will have the meanings given to them under generally accepted accounting principles, international financial reporting standards or other applicable accounting principles in effect in the United States.

(c)References to “Article,” “Section,” “Exhibit,” “Schedule,” “Appendix” or another subdivision of or to an attachment are, unless otherwise stated, to an article, section, exhibit, schedule, appendix or subdivision of or an attachment to the document in which the reference appears.

(d)Any document defined or referred to in this Agreement means the document as amended, modified, supplemented, restated or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in the document.

(e)Any statute defined or referred to in this Agreement means the statute as amended, modified, supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rules and regulations under the statute and any judicial and administrative interpretations of the statute.

(f)References to “law” or “applicable law” in this Agreement include all regulations enacted under such law.

(g)The terms defined in this Agreement apply to the singular and plural forms of those terms.

(h)The term “including” means “including without limitation.”

(i)References to a Person are also to its permitted successors and assigns, whether in its individual or representative capacity.

(j)In the computation of periods of time from one date to or through a later date, the word “from” means “from and including,” the word “to” means “to but excluding,” and the word “through” means “to and including.”

(k)References to a month, quarter or year are, unless otherwise stated, to a calendar month, calendar quarter or calendar year.

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ARTICLE II
ORGANIZATION

Section 2.1.Formation, Name, Location of Office.

(a)Formation.  The Company was formed on August 18, 1997 by the execution, delivery and filing of the Certificate of Formation with the Secretary of State of the State of Delaware by an “authorized person” within the meaning of the Act, which actions are ratified and confirmed.  On filing of the Certificate of Formation, the powers of the “authorized person” ceased and the Member became the designated “authorized person” and continues as the designated “authorized person” within the meaning of the Act.  The Member will execute or cause to be executed all other documents, and will do or cause to be done all filings, recordings, publishing and other acts necessary or advisable to comply with all requirements for the formation and/or operation and, when appropriate, termination of a limited liability company in the State of Delaware and all other jurisdictions where the Company intends to conduct any activities.

(b)Name.  The name of the limited liability company governed by this Agreement is “Ford Credit Floorplan LLC” and the business of the Company will be carried on in this name.

(c)Location of Office.  The principal office of the Company will be c/o Ford Motor Credit Company LLC, One American Road, Suite 2411, Dearborn, Michigan 48126, Attention: Corporate Secretary, or another place or places the Board of Managers may designate.

Section 2.2.Registered Office in Delaware.  The registered office of the Company in the State of Delaware is located at 1209 Orange Street, County of New Castle, in the City of Wilmington.

Section 2.3.Registered Agent.  The name and address of the registered agent of the Company for service of process on the Company in the State of Delaware is The Corporation Trust Company, 1209 Orange Street, County of New Castle, in the City of Wilmington.

Section 2.4.Purposes and Powers; Restrictions.

(a)Permitted Activities.  The limited purposes for which the Company is organized are to engage in the following activities (“Permitted Activities”):

(i)to acquire all right, title and interest in receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers, payments due under them, security interests in the motor vehicles purchased and financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or motor vehicle dealers and other related rights (“Receivables”);

(ii)to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicle dealers and any proceeds or other related rights;

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(iii)to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;

(iv)to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Company (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Company, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;

(v)to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Company has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;

(vi)to establish bank accounts for the Company;

(vii)to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Company to engage in business in any jurisdiction;

(viii)to execute all documents necessary for the Company to form one or more limited liability companies, Trusts or other subsidiaries of the Company (whether owned in whole or in part by the Company), with the Company acting on its own or together with any other persons, including entering into, on behalf of the Company, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and

(ix)to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

(b)Entry into Basic Documents.  The Company, by or through any Manager or any Authorized Officer on behalf of the Company, may enter into and perform the Basic Documents without any further act, vote or approval of any other Person.  This authorization will not be considered a restriction on the powers of any Manager or any Authorized Officer to enter into other agreements on behalf of the Company.

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(c)Restricted Activities.  The Company will not, without satisfying the Rating Agency Condition, do any of the following:

(i)engage in any business or activity other than a Permitted Activity;

(ii)create, incur or assume any indebtedness or issue any security or sell or transfer any Receivables or Underlying ABS to a Trust or other Person which issues a security relating to the Receivables or Underlying ABS unless the indebtedness or security (A) has no recourse to any assets of the Company other than the assets to which the indebtedness or security relates and (B) is not a claim against the Company if cash flow from the assets securing or collateralizing the indebtedness or security is insufficient to repay the debt, and if the indebtedness or security is considered a claim against the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company, the claim will be subordinate to the claims of the indebtedness or security to which those assets relate;

(iii)create, incur or assume any indebtedness or issue any security or sell or transfer any Receivables or Underlying ABS to a Trust or other Person which issues a security relating to the Receivables or Underlying ABS unless the debt or security holders (A) agree or are considered to have agreed that the related debt, liabilities and obligations will be enforceable against the assets securing or collateralizing the indebtedness or security only, and not against the assets of the Company generally or against any other assets securing or collateralizing any other indebtedness or security of the Company and (B) agree or are considered to have agreed that if the debt or security holders are considered to have any interest in the assets of the Company generally or any other assets collateralizing or securing any other indebtedness or security of the Company, their interest in those assets will be subordinate to claims or rights of the other debt or security holders to those assets and that the agreement will be a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code;

(iv)become or remain liable, directly or contingently, under any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with a Permitted Activity;

(v)make or allow to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Activities, except that the Company will not be prohibited from causing a distribution of funds to the Member;

(vi)enter into any transaction or merger or consolidation with or into any other Person, or convey all or substantially all of its properties and assets to any Person, other than in connection with a Permitted Activity, unless (A) the entity (if other than the Company) formed as a result of or surviving the consolidation or merger, or which

9

acquires the Company’s properties and assets is (i) organized and existing under the laws of the State of Delaware, (ii) assumes the Company’s obligations under the Basic Documents and (iii) is governed under an organizational document with terms substantially identical to this Section 2.4 and Section 2.5, (B) the Rating Agencies and the Trustees have received at least ten days’ prior notice of the merger, consolidation or sale of assets, (C) the merger, consolidation or sale of assets will not conflict with the Certificate of Formation and (D) immediately after giving effect to the merger, consolidation or sale of assets, no default or event of default by or relating to the Company has occurred and is continuing under any material agreement to which the Company is a party;

(vii)become party to, or permit its properties to be bound by, any indenture, mortgage, contract, agreement or lease, except according to the Basic Documents or any  other any documents in connection with a Permitted Activity; and

(viii)amend or repeal this Section 2.4 or Section 2.5, unless required by the Act.

Section 2.5.Conduct of Business.

(a)Separateness.  The Company will at all times:

(i)maintain its existence as a limited liability company and remain in good standing under the laws of the State of Delaware;

(ii)observe all limited liability company procedures required by this Agreement and the Act;

(iii)ensure that (A) its business is at all times managed by or under the direction of the Board of Managers, (B) the Board of Managers has authorized all actions requiring authorization and (C) when required by law or by this Agreement, it has obtained authorization for action from its Member;

(iv)maintain its books, financial statements and other documents and records separate from those of the Member, its Affiliates or any other Person;

(v)ensure that its assets are not commingled with those of the Member or its Affiliates, and not hold itself out as being liable for the debts of another;

(vi)maintain its bank accounts and books of account separate from those of its Affiliates, the Member or its Affiliates or any other Person or entity; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the Member and its Affiliates or any other Person;

(vii)act solely in its own name and through its own managers and agents so as not to mislead others about its identity or the identity of any Affiliate and correct any known misunderstanding about its separate identity, and conduct all oral and written communications, solely in its own name;

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(viii)separately manage its liabilities from those of the Member and its Affiliates and pay its own liabilities, including all administrative expenses, from its own assets, except that (A) the Member or its Affiliates may pay some of the organizational costs of the Company, and the Company will reimburse the Member or its Affiliates for its allocable portion of shared expenses paid by the Member or its Affiliates and (B) the Member or its Affiliates may pay fees and expenses and indemnify parties under Section 2.5(c);

(ix)maintain arm’s length relationships with its Affiliates;

(x)not create, incur or assume any indebtedness, other than the Securities and other obligations permitted under the Basic Documents, unless the indebtedness is rated by each Rating Agency then rating the outstanding Securities at the request of the Member or the Company, or unless the Rating Agency Condition is satisfied;

(xi)not create, incur or assume any indebtedness or issue any security or sell or transfer any Receivables or Underlying ABS to a Trust or other Person which issues a security relating to the Receivables or Underlying ABS unless the debt or security holders agree or are considered to have agreed that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of all of the debt or securities of the Company and all of the debt or securities issued through the Trusts, they will not to start or pursue against, or join any other Person in starting or pursuing against, the Company any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law;

(xii)operate so that it would not be substantively consolidated for purpose of applicable bankruptcy laws with another entity;

(xiii)have a sufficient number of Managers and other authorized agents to manage its operations; and

(xiv)maintain adequate capital in light of its contemplated business operations.

(b)Corporate Formalities.  The Company will follow all limited liability company formalities, including the maintenance of minute books, and the Company will cause its financial statements to be prepared according to generally accepted accounting principles modified in a manner that indicates the separate existence of the Company and its assets and liabilities.  The Company will not assume the liabilities of the Member or its Affiliates, and will not guarantee the liabilities of the Member or its Affiliates.  The Board of Managers of the Company will make decisions about the business and operations of the Company independent of, and not dictated by, the Member or its Affiliates.

(c)Indemnification by Member.  The Member in its own capacity (i) may pay fees and expenses of and indemnify the Trustees and other service providers for the Trusts and (ii) may indemnify any underwriter, placement agent, initial purchaser for resale or other Person performing similar functions for the issuance of any Securities.

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Section 2.6.Financial and Tax Reporting.

(a)Fiscal Year.  The fiscal year of the Company for financial and tax reporting purposes will end on December 31 of each year.

(b)Tax Characterization.  The Member intends that the Company not be a separate entity for purposes of federal income tax or state or local income, franchise or other taxes.

Section 2.7.Term.  Unless terminated according to this Agreement and the Act, the Company will have perpetual existence.

ARTICLE III
THE MEMBER

Section 3.1.Member.  The name and address of the Member is as follows:

Ford Motor Credit Company LLC

One American Road

Suite 2411

Dearborn, MI  48126

Attention:  Corporate Secretary

Section 3.2.Powers of Member.  The Member (acting in that capacity) has the authority to take all actions stated in the Certificate of Formation and this Agreement.

Section 3.3.Limited Liability of Member.  Unless stated in any Basic Document, all debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, will be solely the debts, obligations and liabilities of the Company, and the Member will not be obligated personally for any debts, obligations or liabilities of the Company solely by reason of being a member of the Company.

Section 3.4.Special Member.  On the occurrence of any event that causes the Member to cease to be a member of the Company (other than (a) on an assignment by the Member of all of its interest in the Company and the admission of the assignee under Section 3.5 or (b) the resignation of the Member and the admission of an additional member of the Company under Section 3.5), each Independent Manager will automatically be admitted to the Company as a Special Member and will continue the Company without dissolution.  No Special Member may resign from the Company or transfer its rights as a Special Member.  Each Special Member will automatically cease to be a member of the Company upon the admission to the Company of a Substitute Member, but will continue to be an Independent Manager.  On the occurrence of any event that causes the last remaining Member to cease to be a member of the Company, the personal representative of the Member is authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of the Member in the Company, appoint a Person as a substitute member of the Company (a “Substitute Member”).  Each Special Member will be a member of the Company that has no interest in the profits, losses and capital of the Company and has no right to receive any distributions of the Company’s assets.  Under Section 18-301 of the Act, a Special Member will not be required to make any capital contributions to the Company and will not receive a limited liability company interest in the

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Company.  A Special Member, in its capacity as a Special Member, may not bind the Company.  Except as required by any mandatory provision of the Act, a Special Member, in its capacity as a Special Member, has no right to vote on, approve or consent to any action by, or matter relating to, the Company, including the merger, consolidation or conversion of the Company.  To implement the admission to the Company of each Special Member, each Independent Manager will execute a counterpart to this Agreement.  Before its admission to the Company as Special Member, no Independent Manager will be a member of the Company.

Section 3.5.Assignments; Additional Members.

(a)Assignments.  The Member may sell, assign or transfer in whole but not in part its interest in the Company without the consent of the Board of Managers or any other Person, except that, so long as any Securities are outstanding, the Member may not sell, assign or transfer its interest in the Company unless the Rating Agency Condition is satisfied.  On the assignment by the Member of all of its limited liability company interest in the Company under this Section 3.5(a), the assignee will be admitted to the Company as a member of the Company on its execution of a document stating its agreement to be bound by this Agreement.  Admission will be considered effective immediately before the assignment and, immediately following admission, the assignor Member will cease to be a member of the Company.  Any successor to the Member by merger or consolidation as permitted by the Basic Documents and this Agreement will, without any further act, be the Member under this Agreement, and the merger or consolidation will not be an assignment for purposes of this Agreement and the Company will continue without dissolution.

(b)Resignation of Members.  So long as any Securities are outstanding, the Member may not resign, except as permitted by the Basic Documents and if the Rating Agency Condition is satisfied.  If the Member is permitted to resign under this Section 3.5(b), an additional member of the Company will be admitted to the Company with the consent of the resigning Member, on its execution of a document agreeing to be bound by this Agreement.  Admission will be considered effective immediately before the resignation and, immediately following admission, the resigning Member will cease to be a member of the Company.

(c)Additional Members.  One or more additional members of the Company may be admitted to the Company with the consent of the Member.  However, so long as any Securities are outstanding, no additional Member may be admitted to the Company unless the Rating Agency Condition is satisfied.

ARTICLE IV
MANAGEMENT OF COMPANY;
BOARD OF MANAGERS; OFFICERS

Section 4.1.General Management.  Other than matters reserved under this Agreement or under the Act to the Member for decision, the business and properties of the Company will be managed by a board of managers (the “Board of Managers”) with the power to appoint officers of the Company, to appoint and direct agents, to grant general or limited authority to officers, employees and agents of the Company and to execute and deliver contracts and other documents in the name and on behalf of the Company.

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Section 4.2.Appointment and Term.  The Member may appoint persons to serve as the managers (each, a “Manager”) on the Board of Managers.  Managers will serve until their successors are appointed by the Member or until their earlier death, disability, resignation, retirement or removal.  Each Manager is designated as a “manager” of the Company under Section 18-101(10) of the Act.

Section 4.3.Size of Board; Independent Managers.

(a)Size of Board.  The Board of Managers will have not less than three nor more than five Managers.  The number may be increased or reduced by amendment of this Agreement.  The Board of Managers will have five individuals, two of which will be Independent Managers.  As of the date of this Agreement, the Board of Managers consists of the following Managers:

David A. Webb

Jane L. Carnarvon

Susan J. Thomas

Frank B. Bilotta, as Independent Manager

Bernard J. Angelo, as Independent Manager

(b)Independent Managers.  The Board of Managers of the Company will include at least two Managers who are Independent Managers.  So long as any Securities are outstanding, this Section 4.3(b) will not be amended without the affirmative vote or written consent of all of the members of the Board of Managers (including the Independent Managers).  When voting on matters subject to the vote of the Board of Managers, including those matters stated in Section 4.3(c), even if the Company is not then insolvent, the Independent Managers will take into account the interests of the creditors of the Company and the Trusts as well as the interests of the Company.   Except as stated in Section 4.3(b) or 4.3(c), any action permitted or required to be taken by the Board of Managers may be taken by a simple majority of the members of the Board of Managers excluding the Independent Managers.  The Board of Managers may delegate the day-to-day management of the Company to an individual or entity that may or may not be a Manager.  The actions stated in Sections 4.3(b) and 4.3(c) will be the only actions by the Board of Managers that will require the affirmative vote or written consent of all of the members of the Board of Managers including the Independent Managers.

(c)Restricted Activities.  The Company may not, without the affirmative vote or written consent of all of the members of the Board of Managers (including two Independent Managers):

(i)engage in any business or activity other than the Permitted Activities;

(ii)amend Section 2.4 to permit the Company to engage in any business or activity other than the Permitted Activities;

(iii)if permitted by law, dissolve or liquidate, in whole or in part, merge or consolidate with or into any other entity or convey or transfer the Company’s properties and assets substantially as an entirety to any entity; or

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(iv)start proceedings to be adjudicated bankrupt or insolvent, or consent to the start of bankruptcy or insolvency proceedings against the Company or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or a substantial part of the Company’s property, or make any assignment for the benefit of creditors, or admit in writing the Company’s inability to pay the Company’s debts generally as they become due, or take corporate action in furtherance of any such action.

(d)Meetings.  Meetings of the Board of Managers may be called by any Manager on two business days’ prior notice to each other Manager.  The presence of a majority of the Managers then in office will be a quorum at any meeting of the Board of Managers.  All actions of the Board of Managers will require the affirmative vote of a majority of the Managers then in office.  Meetings of the Board of Managers may be conducted in person or by conference telephone facilities.  Any action required or permitted to be taken at any meeting of the Board of Managers may be taken without a meeting and without prior notice if the number of Managers sufficient to approve the action under this Agreement consent in writing.

Section 4.4.Power to Bind Company.  Notwithstanding the last sentence of Section 18-402 of the Act, only the Managers and Authorized Officers (acting in those respective capacities) have authority to bind the Company to any third party on any matter.

Section 4.5.Restrictions on Power.  The Board of Managers will not have the authority to:

(a)cause the Company to do any acts that violate or breach any Basic Document or other agreement entered into by the Company;

(b)take any action that violates the Act, the Certificate of Formation or this Agreement;

(c)take any action that would make it impossible to carry on the ordinary business of the Company;

(d)admit any Person as a member of the Company;

(e)knowingly perform any act that would subject the Member to loss of limited liability in any jurisdiction; or

(f)except as permitted under Section 9.1, take any action to amend or modify the Certificate of Formation or this Agreement.

Section 4.6.Obligations of Managers.

(a)Maintain Company Existence.  Subject to Section 4.3(c)(iii), so long as any Securities are outstanding, the Board of Managers will take all action that may be necessary or appropriate for the continuation of the Company’s valid existence as a limited liability company

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under the laws of the State of Delaware (and in each other jurisdiction necessary to protect the limited liability of the Member or to enable the Company to conduct the Permitted Activities).

(b)Conduct of Company Business.  Each Manager will devote to the Company the time the Manager determines is necessary to conduct the Company’s business in an appropriate manner.

(c)Limited Liability of Member.  The Board of Managers will use commercially reasonable efforts, in the conduct of the Company’s activities and business, to put all Persons with whom the Company deals on notice that the Member is not liable for the Company’s obligations and all agreements to which the Company is a party will state that the Company is a limited liability company formed under the Act.

(d)Tax Returns and Payments.  The Board of Managers will prepare or cause to be prepared and will file or cause to be filed on or before the due date any federal, state or local tax returns required to be filed by the Company.  The Board of Managers will cause the Company to pay any taxes payable by the Company.  The Managers will not be required to cause the Company to pay any tax so long as the Company is contesting in good faith and by appropriate legal proceedings the validity, applicability or amount of the tax and the contest does not materially affect any right or interest of the Company.

(e)Registrations and Qualifications.  The Board of Managers will cause the Company to be formed or qualified to engage in investment activities for Permitted Activities, or be registered under any applicable assumed or fictitious name statute or similar law in any state in which the Company then makes investments or transacts business, if the formation, reformation, qualification or registration is necessary or desirable in order to protect the limited liability of the Member or to permit the Company lawfully to own or make investments or transact business.

Section 4.7.Resignation.  Any Manager may resign at any time on written notice of resignation to the Member.  Any resignation will be effective immediately unless another effective date is stated in the notice.  Acceptance of a resignation will not be necessary to make it effective.

Section 4.8.Removal of Managers.  Any Manager may be removed, with or without cause, by the Member, provided that if there are fewer than two Independent Managers after any removal, the Manager will be replaced by an Independent Manager.

Section 4.9.Filling of Vacancies.  For any increase in the number of Managers, or a vacancy in the Board of Managers, the additional Manager will be appointed by the Member.

Section 4.10.Managers’ Compensation.  Managers may receive reasonable compensation for their services with expenses, if any, determined by the Board of Managers and the Member.  The compensation and expense will be paid by the Member.

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Section 4.11.         Officers.

(a)           Authorized Officers.  The Board of Managers may appoint authorized officers of the Company (“Authorized Officers”) who may, on behalf of the Company, execute agreements to which the Company is a party and any document or certificate to be delivered for them or under them. Any Authorized Officer will have the right and authority to perform duties the Board of Managers delegates to them.  Each Authorized Officer will hold office for the term for which the Authorized Officer is appointed and until a successor is appointed and qualified or until the Authorized Officer’s death, resignation or removal.  A Person may hold multiple offices.  No Authorized Officer need be a Manager, the Member, a Delaware resident, or a United States citizen.  The compensation, if any, of the Authorized Officers of the Company will be determined by the Board of Managers.

(b)           Right and Authority.  Each Authorized Officer has the right and authority to take all actions specifically stated in the Certificate of Formation or this Agreement which may be taken by the Company or which the Authorized Officer considers necessary or advisable for the management and conduct of the Company’s business.

(c)           Removal.  Any Authorized Officer of the Company may be removed, with or without cause, by the Board of Managers at any time.  Any Authorized Officer of the Company may resign at any time by notice to the Company.  Resignation will be made in writing and will take effect at the time stated in the notice or, if no time is stated, at the time the Board of Managers receives the notice.  Any vacancy occurring in any office of the Company may be filled by the Board of Managers.

Section 4.12.         Duties of Managers and Officers.  Each Manager and officer of the Company has a fiduciary duty of loyalty and care similar to that of directors and officers of for profit business organizations organized under the General Corporation Law of the State of Delaware.

ARTICLE V
CAPITAL STRUCTURE AND CONTRIBUTIONS

Section 5.1.           Capital Structure.  Ford Credit is the sole member of the Company with an interest of 100% in the Company.

Section 5.2.           Capital Contributions.  The Board of Managers may determine that the Company requires capital and may request the Member to make capital contributions in an amount determined by the Board of Managers.  The Member may, but is not required, to make additional capital contributions.  A capital account will be maintained for the Member, to which contributions and profits will be credited and against which distributions and losses will be charged.

ARTICLE VI
PROFITS AND LOSSES; DISTRIBUTIONS

Section 6.1.           Profits and Losses.  For financial accounting and tax purposes, the Company’s net profits or net losses will be determined on an annual basis in the manner as

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determined by the Board of Managers.  In each year, profits and losses will be allocated entirely to the Member.

Section 6.2.           Distributions.  The Board of Managers will cause the Company to distribute any cash held by it which is neither reasonably necessary for the operation of the Company or the performance of its obligations under the Basic Documents nor in violation of Sections 18-607 or 18-804 of the Act or for any Permitted Activities.  The distributions of the Company will be allocated entirely to the Member.

ARTICLE VII
LIABILITIES; INDEMNIFICATION

Section 7.1.           Limitation on Liability.  Notwithstanding any other terms of this Agreement, whether express or implied, or obligation or duty at law or in equity, none of the Member, the Managers or any of their officers, directors, stockholders, partners, employees, representatives or agents, nor any officer, employee, representative or agent of the Company or its Affiliates will be liable to the Company or any other Person for any act or omission taken or omitted by that Person bound by this Agreement in the reasonable belief that the act or omission is in, or not contrary to, the best interests of the Company and is within the scope of authority granted to that Person by this Agreement if the act or omission is not fraud, willful misconduct, bad faith or gross negligence.

Section 7.2.           Indemnification.

(a)           Indemnification.  Subject to Section 7.2(f), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such Person is or was a Member, Manager, officer, employee, agent or legal representative of the Company (each, an “Indemnified Party”), will be indemnified and held harmless by the Company if legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Party is or may be a party, including interest on any of them, for the management or conduct of the business of the Company, except for any such amounts if they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of this Agreement by the Indemnified Parties.  The Indemnified Parties may consult with counsel and accountants for the business of the Company and will be fully protected and justified, if allowed by law, in acting, or failing to act, if the action or failure to act is consistent with the advice or opinion of counsel or accountants.

(b)           Effect of Judgment.  The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interest

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of the Company or its creditors, and, for any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful.  Entry of a judgment by consent as part of a settlement will not be considered a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter.

(c)           Expenses.  Subject to Section 7.2(f), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company in advance of the final disposition of the action, suit or proceeding as authorized by the Board of Managers in the specific case on receipt of an agreement by or on behalf of the Indemnified Party to repay that amount unless it is determined that the Person is entitled to be indemnified by the Company.  Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Company in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Company on terms and conditions the Board of Managers determined are appropriate.

(d)           No Personal Liability.  No Manager of the Company will be personally liable to the Company for monetary damages for any breach of fiduciary duty by that person as a Manager.  However, a Manager will be liable if provided by applicable law (i) for breach of the Manager’s duty of loyalty to the Company or the Member, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law or (iii) for any transaction from which the Manager derived an improper personal benefit.

(e)           No Exclusive Remedy.  The indemnification and advancement of expenses provided by this Section 7.2 will not be considered exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Managers or otherwise, both for action in an official capacity and for action in another capacity while holding that office, and will continue for a Person who has ceased to be a Manager, employee or agent and will benefit the heirs, executors and administrators of that Person.

(f)            Limited Recourse.  Any amounts payable by the Company according to this Section 7.2 will be payable solely up to funds available for such obligations and actually received by the Company under the Basic Documents, from capital contributions or for other Permitted Activities.  The Company’s obligations under this Section 7.2 will not be a claim against the Company if the Company does not have funds to make payment of those obligations.  Any claim that an Indemnified Party may have at any time against the Company that it may seek to enforce under this Agreement will be subordinate to the payment in full, including post-petition interest, if the Company becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Company.

Section 7.3.           Survival of Indemnification.  The indemnities in Section 7.2 will survive the resignation, removal or termination of any Indemnified Party or the termination of this Agreement.  Any repeal or modification of this Article VII will not adversely affect any rights of

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the Indemnified Party under this Article VII, including the right to indemnification and to the advancement of expenses of an Indemnified Party existing at the time of the repeal or modifications for any acts or omissions occurring before the repeal or modification.

ARTICLE VIII
OTHER AGREEMENTS

Section 8.1.           Dissolution of the Company.

(a)           Dissolution Events.  The Company will be dissolved on any of the following events:

(i)            the termination of the legal existence of the last remaining member of the Company or the occurrence of any other event which terminates the continued membership of the last remaining member of the Company in the Company unless the business of the Company is continued as permitted by this Agreement or the Act; or

(ii)           the entry of a decree of judicial dissolution under the Act.

(b)           No Remaining Member.  On the occurrence of any event that causes the last remaining member of the Company to cease to be a member of the Company, if permitted by law, the personal representative of the member is authorized to, and will, within 90 days after the occurrence of the event that terminated the continued membership of the member in the Company, agree in writing (i) to continue the Company and (ii) to the admission of the personal representative or its nominee or designee as a substitute member of the Company, effective as of the occurrence of the event that terminated the continued membership of the last remaining member in the Company.

(c)           Insolvency of Member.  An Insolvency Event for the Member or a Special Member will not cause the Member or Special Member to cease to be a member of the Company and on the occurrence of an Insolvency Event for the Member or a Special Member, the business of the Company will continue without dissolution.

(d)           Waiver of Right to Dissolve.  Each of the Member and the Special Members waives any right it might have to agree in writing to dissolve the Company on an Insolvency Event for the Member or a Special Member, or the occurrence of an event that causes the Member or a Special Member to cease to be a member of the Company.

Section 8.2.           Waiver of Partition; Nature of Interest.  Except as stated in this Agreement, if permitted by law, each of the Member and the Special Members irrevocably waives any right or power that the Person might have to cause the Company or its assets to be partitioned, to cause the appointment of a receiver for all or any part of the assets of the Company, to compel any sale of all or any part of the assets of the Company under any applicable law or to file a complaint or to start any proceeding at law or in equity to cause the dissolution, liquidation, winding up or termination of the Company.  The Member will not have any interest in any specific assets of the Company, and the Member will not have the status of a creditor for any distribution under Section 6.2.  The interest of the Member in the Company is personal property.

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Section 8.3.           No State Law Partnership.  The Member intends to form a limited liability company and does not intend to form a partnership under the laws of the State of Delaware or any other laws.

Section 8.4.           Binding Agreement.  The Member agrees that this Agreement is a legal, valid and binding agreement of the Member, enforceable against the Member by the Independent Managers according to its terms.

ARTICLE IX
MISCELLANEOUS

Section 9.1.           Amendments.  Except as stated in Section 4.5(f) for amendments required by law, this Agreement and the Certificate of Formation may be amended only in writing by the Member existing at the time of this Agreement.  However, so long as any Securities issued by any Trusts are outstanding, no amendment will be effective without satisfaction of the Rating Agency Condition, and Sections 4.3(b) and 4.3(c) may be amended only with the affirmative vote or written consent of all of the members of the Board of Managers (including two Independent Managers).  An amendment will become effective as of the date stated in the approval of the Member or if none is stated as of the date of approval or as stated in the Act.

Section 9.2.           Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the Member and its permitted successors and assigns.  This Agreement will not be for the benefit of or enforceable by any creditor of the Company or by any creditor of the Member or a Special Member.  Nothing in this Agreement will be deemed to create any right in any Person (other than the Indemnified Parties) not a party to this Agreement, and no other Person will have any right or obligation under this Agreement.

Section 9.3.           GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS OF THE STATE OF DELAWARE.

Section 9.4.           Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

Section 9.5.           Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 9.6.           Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

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EXECUTED BY

FORD CREDIT FLOORPLAN LLC
By:	Ford Motor Credit Company LLC,
	as Member
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Limited Liability Company Agreement (2d A&R)]

CONSENTED TO BY:

/s/ Frank B. Bilotta

Frank B. Bilotta

as an Independent Manager

/s/ Bernard J. Angelo

Bernard J. Angelo

as an Independent Manager

/s/ David A. Webb

David A. Webb

as a Manager

/s/ Jane L. Carnarvon

Jane L. Carnarvon

as a Manager

/s/ Susan J. Thomas

Susan J. Thomas

as a Manager

[Signature Page to Limited Liability Company Agreement (2d A&R)]

EX-3.3

EXHIBIT 3.3

SECOND RESTATED CERTIFICATE OF INCORPORATION

OF

FORD CREDIT FLOORPLAN CORPORATION

*     *     *     *     *

BACKGROUND

Ford Credit Floorplan Corporation was incorporated under the name “Ford Credit Auto Receivables Corporation” by the filing of its original Certificate of Incorporation with the Secretary of State of the State of Delaware on February 13, 1991.  The name was changed to “Ford Credit Floorplan Corporation” by the filing of its Restated Certificate of Incorporation on July 27, 2001.  This Second Restated Certificate of Incorporation of Ford Credit Floorplan Corporation, which restates and amends the Restated Certificate of Incorporation, was adopted according to Sections 242 and 245 of the General Corporation Law of the State of Delaware and by the written consent of its stockholders according to Section 228(b) of the General Corporation Law of the State of Delaware.

The Restated Certificate of Incorporation is amended and restated in its entirety as follows:

ARTICLE I
NAME

The name of the Corporation is “Ford Credit Floorplan Corporation.”

ARTICLE II
REGISTERED AGENT AND REGISTERED OFFICE

The address of the Corporation’s registered office in the State of Delaware is 1209 Orange Street, Wilmington, New Castle, County, Delaware 19801.  The name of its registered agent at that address is The Corporation Trust Company.

ARTICLE III
DEFINITIONS AND USAGE

Capitalized terms used in this Certificate are defined below.

“Affiliate” means, for a specified Person, another Person controlling, controlled by or under common control with the specified Person.  For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of the Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Basic Documents” means this Certificate and any Sale and Servicing Agreements, Indentures, trust agreements, receivables purchase agreements, administration agreements,

depositary agreements and other agreements relating to the issuance of Securities, including the documents and certificates delivered in connection with those agreements.

“Board of Directors” has the meaning stated in Article IV(c)(iii).

“Certificate” means this Second Restated Certificate of Incorporation.

“Corporation” means Ford Credit Floorplan Corporation.

“DGCL” means the General Corporation Law of the State of Delaware.

“Director” has the meaning stated in Article IV(c)(iii).

“Ford Credit” means Ford Motor Credit Company LLC, a Delaware limited liability company.

“Indemnified Party” has the meaning stated in Article V(b)(i).

“Indenture” has the meaning stated in Article IV(a)(v).

“Independent Director” means an individual who:

(a)at the time of appointment as a Director and during the five years immediately before appointment, and so long as the individual is a Director, is not (i) a manager, director, officer or employee of Ford Credit or its Affiliates (other than as an Independent Director or other similar capacity), (ii) a manager, director, officer or employee of a company which is a supplier of Ford Credit or its Affiliates (other than for services described in clause (c) below), (iii) a beneficial owner of the number of shares of any class of common stock of Ford Credit or its Affiliates the value of which is more than 3% of the individual’s net worth or (iv) a member of the immediate family of an individual described in clauses (i) through (iii);

(b)has prior experience as an independent director or independent manager for a company whose organizational documents required the unanimous consent of all independent directors or independent managers of the company before it could consent to the institution of bankruptcy or insolvency proceedings against it or could file a petition seeking relief under any applicable federal or state bankruptcy law; and

(c)has at least three years of employment experience with one or more companies that provide, in the ordinary course of their businesses, independent director or independent manager placement services to depositors and issuers of asset-backed securities and special-purpose entities used in securitization or structured finance transactions.

“Permitted Activities” has the meaning stated in Article IV(a).

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“Person” means a legal person, including a corporation, natural person, joint venture, limited liability company, partnership, trust, business trust, association, government, a department or agency of a government or any other entity.

“Rating Agency” means, for any outstanding Securities, each nationally recognized statistical rating organization engaged by Ford Credit or the Corporation to rate the Securities.

“Rating Agency Condition” means, for an action or request and a Rating Agency, the satisfaction of either of the following conditions, according to the then-current policies of the Rating Agency for that action or request:

(a)the Rating Agency has notified the Corporation and the Servicer and Trustees under the related Sale and Servicing Agreements and Indentures that the proposed action or request will not result in a downgrade or withdrawal of its then-current rating on any outstanding Securities for which it is a Rating Agency; or

(b)the Corporation has given ten business days’ prior notice to the Rating Agency and the Rating Agency has not notified the Corporation and the Servicer and Trustees under the related Sale and Servicing Agreements and Indentures before the end of the ten-day period that the action will result in a downgrade or withdrawal of its then current rating on any of the outstanding Securities for which it is a Rating Agency.

“Receivables” has the meaning stated in Article IV(a)(i).

“Sale and Servicing Agreement” has the meaning stated in Article IV(a)(iv).

“Securities” has the meaning stated in Article IV(a)(v).

“Servicer” has the meaning stated in Article IV(a)(iv).

“Trust” has the meaning stated in Article IV(a)(iv).

“Trustee” has the meaning stated in Article IV(a)(iv).

“Underlying ABS” has the meaning stated in Article IV(a)(iii).

The following usage rules apply to this Certificate: (a) the term “document” includes any document, agreement, instrument, certificate, notice, report, statement or other writing, whether in electronic or physical form, (b) any document defined or referred to in this Certificate means the document as amended, modified, supplemented, restated or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in the document, (c) any statute defined or referred to in this Certificate means the statute as amended, modified, supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rules and regulations under the statute and any judicial and administrative interpretations of the statute, (d) the term “including” means “including without limitation” and (e) references to a Person are also to its permitted successors and assigns, whether in its individual or representative capacity.

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ARTICLE IV
PURPOSES; PERMITTED ACTIVITIES

(a)Permitted Activities.  The limited purposes for which the Corporation is incorporated are to engage in the following activities (“Permitted Activities”):

(i)to acquire all right, title and interest in receivables originated in connection with the purchase and financing of new and used car, truck and utility vehicle inventory by motor vehicle dealers, payments due under them, security interests in the motor vehicles purchased and financed by them, proceeds from claims on insurance companies for insurance covering the motor vehicles or motor vehicle dealers and other related rights (“Receivables”);

(ii)to acquire, own, hold, service, sell, assign and pledge the Receivables, collateral securing the Receivables, rights under related insurance policies, agreements with motor vehicle dealers and any proceeds or other related rights;

(iii)to acquire from Ford Credit or its Affiliates one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Underlying ABS”) issued by one or more trusts or other special-purpose entities established by Ford Credit or its Affiliates to which Ford Credit or its Affiliates transferred Receivables;

(iv)to transfer Receivables or Underlying ABS to one or more grantor, business, statutory or other trusts established by the Corporation (each, a “Trust”) under one or more sale and servicing agreements or similar agreements (each, a “Sale and Servicing Agreement”) to be entered into among the Corporation, the Trust, the owner trustee and/or indenture trustee named in those agreements (each, a “Trustee”) and the servicer of the Receivables named in those agreements (a “Servicer”) and to perform its obligations under those agreements;

(v)to authorize, accept, hold, sell and/or deliver in connection with securitization transactions one or more series or classes of bonds, notes or other evidences of indebtedness, certificates or other securities (“Securities”) issued by the Trusts under one or more indentures or similar agreements (each, an “Indenture”) and secured or collateralized by one or more pools of Receivables or Underlying ABS, so long as the Corporation has no liability under any Securities except for its obligations relating to the pools of Receivables or Underlying ABS securing or collateralizing the Securities;

(vi)to establish bank accounts for the Corporation;

(vii)to execute applications or other documents or take any other action in connection with the qualification, licensing or authorization of the Corporation to engage in business in any jurisdiction;

(viii)to execute all documents necessary for the Corporation to form one or more limited liability companies, Trusts or other subsidiaries of the Corporation (whether

4

owned in whole or in part by the Corporation), with the Corporation acting on its own or together with any other persons, including entering into, on behalf of the Corporation, any trust agreement, limited liability company agreement, certificate of formation, certificate of trust or other similar organizational document; and

(ix)to engage in any activity and to exercise any powers permitted to corporations under the laws of the State of Delaware that are related or incidental to the purposes and powers described above and are necessary or advisable to accomplish those purposes and powers.

(b)Restricted Activities.  The Corporation will not, without satisfying the Rating Agency Condition, do any of the following:

(i)engage in any business or activity other than a Permitted Activity;

(ii)create, incur or assume any indebtedness or issue any security or sell or transfer any Receivables or Underlying ABS to a Trust or other Person which issues a security relating to the Receivables or Underlying ABS unless the indebtedness or security (A) has no recourse to any assets of the Corporation other than the assets to which the indebtedness or security relates and (B) is not a claim against the Corporation if cash flow from the assets securing or collateralizing the indebtedness or security is insufficient to repay the debt, and if the indebtedness or security is considered a claim against the Corporation generally or against any other assets securing or collateralizing any other indebtedness or security of the Corporation, the claim will be subordinate to the claims of the indebtedness or security to which those assets relate;

(iii)create, incur or assume any indebtedness or issue any security or sell or transfer any Receivables or Underlying ABS to a Trust or other Person which issues a security relating to the Receivables or Underlying ABS unless the debt or security holders (A) agree or are considered to have agreed that the related debt, liabilities and obligations will be enforceable against the assets securing or collateralizing the indebtedness or security only, and not against the assets of the Corporation generally or against any other assets securing or collateralizing any other indebtedness or security of the Corporation and (B) agree or are considered to have agreed that if the debt or security holders are considered to have any interest in the assets of the Corporation generally or any other assets collateralizing or securing any other indebtedness or security of the Corporation, their interest in those assets will be subordinate to claims or rights of the other debt or security holders to those assets and that the agreement will be a subordination agreement for purposes of Section 510(a) of the Bankruptcy Code;

(iv)become or remain liable, directly or contingently, under any indebtedness or other liability of any other Person, whether by guarantee, endorsement (other than endorsements of negotiable instruments for deposit or collection in the ordinary course of business), agreement to purchase or purchase, agreement to supply or advance funds, or otherwise, except in connection with a Permitted Activity;

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(v)make or allow to exist any loans or advances to, or extend any credit to, or make any investments (by way of transfer of property, contributions to capital, purchase of stock or securities or evidences of indebtedness, acquisition of the business or assets, or otherwise) in, any Affiliate other than in connection with Permitted Activities, except that the Corporation will not be prohibited from causing a distribution of funds to its stockholders;

(vi)enter into any transaction or merger or consolidation with or into any other Person, or convey all or substantially all of its properties and assets to any Person, other than in connection with a Permitted Activity, unless (A) the entity (if other than the Corporation) formed as a result of or surviving the consolidation or merger, or which acquires the Corporation’s properties and assets is (i) organized and existing under the laws of the State of Delaware, (ii) assumes the Corporation’s obligations under the Basic Documents and (iii) is governed under an organizational document with terms substantially identical to Article IV(a) and Article IV(b), (B) the Rating Agencies and the Trustees have received at least ten days’ prior notice of the merger, consolidation or sale of assets, (C) the merger, consolidation or sale of assets will not conflict with this Certificate and (D) immediately after giving effect to the merger, consolidation or sale of assets, no default or event of default by or relating to the Corporation has occurred and is continuing under any material agreement to which the Corporation is a party;

(vii)become party to, or permit its properties to be bound by, any indenture, mortgage, contract, agreement or lease, except according to the Basic Documents or any  other any documents in connection with a Permitted Activity; and

(viii)amend or repeal Article IV(a) or Article IV(b), unless required by the DGCL.

(c)Separateness.  The Corporation will at all times:

(i)maintain its existence as a corporation and remain in good standing under the laws of the State of Delaware;

(ii)observe all corporate procedures required by this Certificate and the DGCL;

(iii)ensure that (A) its business is at all times managed by or under the direction of a board of directors (a “Board of Directors” and each director, a “Director”), (B) the Board of Directors has authorized all actions requiring authorization and (C) when required by law or by this Certificate, it has obtained authorization for action from its stockholders;

(iv)maintain its books, financial statements and other documents and records separate from those of the stockholders, their respective Affiliates or any other Person;

(v)ensure that its assets are not commingled with those of the stockholders or their respective Affiliates, and not hold itself out as being liable for the debts of another;

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(vi)maintain its bank accounts and books of account separate from those of its Affiliates, the stockholders or the their respective Affiliates or any other Person or entity; and ensure that its funds and other assets will at all times be readily distinguishable from the funds and other assets of its Affiliates, the stockholders and their respective Affiliates or any other Person;

(vii)act solely in its own name and through its own managers and agents so as not to mislead others about its identity or the identity of any Affiliate and correct any known misunderstanding about its separate identity, and conduct all oral and written communications, solely in its own name;

(viii)separately manage its liabilities from those of the stockholders and their respective Affiliates and pay its own liabilities, including all administrative expenses, from its own assets, except that the stockholders or their respective Affiliates may pay some of the organizational costs of the Corporation, and the Corporation will reimburse the stockholders or their respective Affiliates for their allocable portion of shared expenses paid by the stockholders or their respective Affiliates;

(ix)maintain arm’s length relationships with its Affiliates;

(x)not create, incur or assume any indebtedness, other than the Securities and other obligations permitted under the Basic Documents, unless the indebtedness is rated by each Rating Agency then rating the outstanding Securities at the request of the stockholders or the Corporation, or unless the Rating Agency Condition is satisfied;

(xi)not create, incur or assume any indebtedness or issue any security or sell or transfer any Receivables or Underlying ABS to a Trust or other Person which issues a security relating to the Receivables or Underlying ABS unless the debt or security holders agree or are considered to have agreed that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of all of the debt or securities of the Corporation and all of the debt or securities issued through the Trusts, they will not to start or pursue against, or join any other Person in starting or pursuing against, the Corporation any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law;

(xii)operate so that it would not be substantively consolidated for purpose of applicable bankruptcy laws with another entity;

(xiii)have a sufficient number of Directors and other authorized agents to manage its operations; and

(xiv)maintain adequate capital in light of its contemplated business operations.

(d)Corporate Formalities.  The Corporation will follow all corporate formalities, including the maintenance of minute books, and the Corporation will cause its financial statements to be prepared according to generally accepted accounting principles modified in a manner that indicates the separate existence of the Corporation and its assets and liabilities.  The

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Corporation will not assume the liabilities of the stockholders or their respective Affiliates, and will not guarantee the liabilities of the stockholders or their respective Affiliates.  The Board of Directors of the Corporation will make decisions about the business and operations of the Corporation independent of, and not dictated by, the stockholders or their respective Affiliates.

(e)Independent Directors.  The Board of Directors of the Corporation will include at least two Directors who are Independent Directors.  So long as any Securities are outstanding, this Article IV(e) will not be amended without the affirmative vote or written consent of all of the members of the Board of Directors (including the Independent Directors).  When voting on matters subject to the vote of the Board of Directors, including those matters stated in Article IV(f), even if the Corporation is not then insolvent, the Independent Directors will take into account the interests of the creditors of the Corporation and the Trusts as well as the interests of the Corporation.

(f)Additional Restricted Activities.  The Corporation may not, without the affirmative vote or written consent of all of the members of the Board of Directors (including two Independent Directors):

(i)engage in any business or activity other than the Permitted Activities;

(ii)amend Article IV(a) to permit the Corporation to engage in any business or activity other than the Permitted Activities;

(iii)if permitted by law, dissolve or liquidate, in whole or in part, merge or consolidate with or into any other entity or convey or transfer the Corporation’s properties and assets substantially as an entirety to any entity; or

(iv)start proceedings to be adjudicated bankrupt or insolvent, or consent to the start of bankruptcy or insolvency proceedings against the Corporation or file a petition seeking, or consent to, reorganization or relief under any applicable federal or state law relating to bankruptcy, or consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Corporation or a substantial part of the Corporation’s property, or make any assignment for the benefit of creditors, or admit in writing the Corporation’s inability to pay the Corporation’s debts generally as they become due, or take corporate action in furtherance of any such action.

ARTICLE V
LIABILITY OF DIRECTORS; INDEMNIFICATION

(a)No Personal Liability.  A Director will not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability:

(i)for breach of the Director’s duty of loyalty to the Corporation or its stockholders;

(ii)for any act or omission not in good faith or involving intentional misconduct or a knowing violation of law;

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(iii)under Section 174 of the DGCL; or

(iv)for any transaction from which the Director derived an improper personal benefit.

If the DGCL is amended after approval by the stockholders of this Article V to authorize corporate action further eliminating or limiting the personal liability of Directors, then the liability of a Director will be eliminated or limited to the fullest extent permitted by the DGCL, as amended.  Any repeal or modification of this Article V(a) by the stockholders of the Corporation will not adversely affect any right or protection of a Director existing at the time of such repeal or modification.

(b)Indemnification.

(i)Subject to Article V(b)(v), any Person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a Director, officer, employee, agent or legal representative of the Corporation (each, an “Indemnified Party”), will be indemnified and held harmless by the Corporation if legally permissible against all expenses, claims, damages, liabilities and losses (including judgments, interest on judgments, fines, charges, costs, amounts paid in settlement, expenses and attorneys’ fees incurred in investigating, preparing or defending any action, claim suit, inquiry, proceeding, investigation or any appeal taken by or before any court or governmental, administrative or other regulatory agency, body or commission), whether pending or merely threatened, whether or not any Indemnified Party is or may be a party, including interest on any of them, for the management or conduct of the business of the Corporation, except for any such amounts if they are found by a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the Indemnified Parties or willful violations of this Certificate by the Indemnified Parties.  The Indemnified Parties may consult with counsel and accountants for the business of the Corporation and will be fully protected and justified, if allowed by law, in acting, or failing to act, if the action or failure to act is consistent with the advice or opinion of counsel or accountants.

(ii)The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, will not, of itself, create a presumption that the Person seeking indemnification did not act in good faith and in a manner the Person reasonably believed to be in or not opposed to the best interest of the Corporation or its creditors, and, for any criminal action or proceeding, had reasonable cause to believe that the Person’s conduct was unlawful.  Entry of a judgment by consent as part of a settlement will not be considered a final adjudication of liability for negligence or misconduct in the performance of duty, nor of any other issue or matter.

(iii)Subject to Article V(b)(v), expenses (including attorneys’ fees and disbursements) incurred by an Indemnified Party in defending any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation in advance of the final disposition of the action, suit or proceeding as authorized by the

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Board of Directors in the specific case on receipt of an agreement by or on behalf of the Indemnified Party to repay that amount unless it is determined that the Person is entitled to be indemnified by the Corporation.  Expenses (including attorneys’ fees and disbursements) incurred by other employees or agents of the Corporation in defending in any civil, criminal, administrative or investigative action, suit or proceeding may be paid by the Corporation on terms and conditions the Board of Directors determined are appropriate.

(iv)The indemnification and advancement of expenses provided by this Article V(b) will not be considered exclusive of any other rights to which those seeking indemnification or advancement may by entitled under any agreement, vote of the Board of Directors or otherwise, both for action in an official capacity and for action in another capacity while holding that office, and will continue for a Person who has ceased to be a Director, employee or agent and will benefit the heirs, executors and administrators of that Person.

(v)Any amounts payable by the Corporation according to this Article V(b) will be payable solely up to funds available to make such payments and actually received by the Corporation under the Basic Documents, from capital contributions or from other Permitted Activities.  The Corporation’s obligations under this Article V will not be a claim against the Corporation if the Corporation does not have funds to make payment of those obligations.  Any claim that an Indemnified Party may have at any time against the Corporation that it may seek to enforce under this Certificate will be subordinate to the payment in full, including post-petition interest, if the Corporation becomes a debtor or debtor in possession in a case under any applicable federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, of the claims of the holders of any Securities which are collateralized or secured by the assets of the Corporation.

(vi)The indemnities in this Article V(b) will survive the resignation, removal or termination of any Indemnified Party or the termination of this Certificate.  Any repeal or modification of this Article V will not adversely affect any rights of the Indemnified Party under this Article V, including the right to indemnification and to the advancement of expenses of an Indemnified Party existing at the time of the repeal or modifications for any acts or omissions occurring before the repeal or modification.

ARTICLE VI
NUMBER OF SHARES

The total number of shares of stock that the Corporation may issue is 1,000 shares of common stock, with a par value of $1.00 per share.

ARTICLE VII
TERM

The Corporation will have perpetual existence.

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ARTICLE VIII
BY-LAWS

Board of Directors may make and amend the By-Laws of the Corporation.

ARTICLE IX
MEETINGS AND RECORDS

(a)Location of Meetings and Records.  If stated in the By-Laws of the Corporation, the stockholders and the Directors may hold their meetings, and the Corporation may have one or more offices, outside the State of Delaware.  The books of the Corporation (subject to DGCL) may be kept outside the State of Delaware at places determined by the Board or in the By-Laws.

(b)Action by Majority Consent.  Except as stated in Article IV(f), any action permitted or required to be taken by the Board of Directors may be taken by a simple majority of the members of the Board of Directors excluding the Independent Directors.

(c)Restrictions on Power.  The Board of Directors will not have the authority to:

(i)cause the Corporation to do any acts that violate or breach any Basic Document or other agreement entered into by the Corporation;

(ii)take any action that violates the DGCL or this Certificate;

(iii)take any action that would make it impossible to carry on the ordinary business of the Corporation;

(iv)admit any Person as a stockholder of the Corporation; or

(v)except as permitted under Article XI, take any action to amend or modify this Certificate.

ARTICLE X
STOCKHOLDER APPROVALS

The Board of Directors may submit for approval by the stockholders at any meeting of the stockholders any contract, transaction or act of the Board or of any officer, agent or employee of the Corporation, and any contract, transaction or act that is approved by the stockholders will be valid and binding on the Corporation and on the stockholders.

ARTICLE XI
AMENDMENT

Except as stated in Article IX(c)(v) for amendments required by law, this Certificate may be amended only in writing by the Corporation.  However, so long as any Securities issued by any Trusts are outstanding, no amendment will be effective without satisfaction of the Rating Agency Condition, and Articles IV(d), IV(e) and XII may be amended only with the affirmative vote or written consent of all of the members of the Board of Directors (including two

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Independent Directors).  An amendment will become effective as of the date stated in the approval of the Corporation or if none is stated as of the date of approval or as stated in the DGCL.

ARTICLE XII
NOT GOVERNED BY SECTION 203

The Corporation elects not to be governed by Section 203 of the DGCL.

[Remainder of Page Left Blank]

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EXECUTED BY:

FORD CREDIT FLOORPLAN CORPORATION
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Second Restated Certificate of Incorporation (FCF Corp)]

CONSENTED TO BY:

/s/ Frank B. Bilotta

Frank B. Bilotta

as an Independent Director

/s/ Bernard J. Angelo

Bernard J. Angelo

as an Independent Director

/s/ David A. Webb

David A. Webb

as a Director

/s/ Jane L. Carnarvon

Jane L. Carnarvon

as a Director

/s/ Susan J. Thomas

Susan J. Thomas

as a Director

[Signature Page to Second Restated Certificate of Incorporation (FCF Corp)]

EX-3.4

EXHIBIT 3.4

FORD CREDIT FLOORPLAN CORPORATION

BY-LAWS

(As amended through November 1, 2015)

TABLE OF CONTENTS

ARTICLE I OFFICES		2
ARTICLE II STOCKHOLDERS		2
Section 2.1.	Meetings	2
Section 2.2.	Notice of Meetings	2
Section 2.3.	Quorum and Plurality Requirements	2
Section 2.4.	Organization of Meetings	3
Section 2.5.	Proxies and Voting	3
Section 2.6.	Stock Lists	3
Section 2.7.	Ratification	3
Section 2.8.	Consent In Lieu of Meeting	3
ARTICLE III MANAGEMENT OF CORPORATION; BOARD OF DIRECTORS; OFFICERS		3
Section 3.1.	General Management	3
Section 3.2.	Size of Board	4
Section 3.3.	Committees of Board of Directors	4
Section 3.4.	Meetings	4
Section 3.5.	Organization of Meetings	4
Section 3.6.	Resignation of Directors	5
Section 3.7.	Removal of Directors	5
Section 3.8.	Filling of Vacancies	5
Section 3.9.	Directors’ Compensation	5
Section 3.10.	Authorized Officers	5
ARTICLE IV CAPITAL STOCK; DIVIDENDS		6
Section 4.1.	Certificates of Shares	6
Section 4.2.	Addresses of Stockholders	6
Section 4.3.	Lost, Destroyed or Stolen Certificate	6
Section 4.4.	Transfers of Stock	6
Section 4.5.	Closing of Transfer Books	6
Section 4.6.	Registered Stockholders	6
ARTICLE V FISCAL YEAR		7
Section 5.1.	Fiscal Year	7
ARTICLE VI MISCELLANEOUS		7
Section 6.1.	Notices	7
Section 6.2.	Voting on Stocks	7
ARTICLE VII AMENDMENTS		7
Section 7.1.	Amendments	7

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FORD CREDIT FLOORPLAN CORPORATION

A DELAWARE CORPORATION

BY-LAWS

BACKGROUND

The business of Ford Credit Floorplan Corporation (the “Corporation”) is governed by its Second Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on November 12, 2015 (the “Certificate of Incorporation”).  Capitalized terms used and not defined in these By-Laws have the meanings given to them in the Certificate of Incorporation.

ARTICLE I
OFFICES

The registered office of the Corporation will be as stated in the Certificate of Incorporation.  The Corporation may have an office in Dearborn, Michigan and other places the Board of Directors may determine or the Corporation’s business may require.

ARTICLE II
STOCKHOLDERS

Section 2.1.Meetings.  Subject to the DGCL, meetings of the stockholders for any purpose may be called by the chairman of the Board of Directors, the chief executive officer, the president or by a majority of the Board of Directors. The chairman of the Board of Directors, the chief executive officer, the president or the secretary will call a meeting of the stockholders if the holders of record of a majority of the common stock outstanding file with the secretary a written request for a meeting.  The request must state the purpose of the proposed meeting.

Section 2.2.Notice of Meetings.  Subject to the DGCL, at least one days’ notice of a meeting of the stockholders stating the time and place and the purposes of the meeting will be given by the chairman of the Board of Directors, the chief executive officer, the president or the secretary to each stockholder of record having voting power for the business to be transacted at the meeting.

Section 2.3.Quorum and Plurality Requirements.  Subject to the DGCL, at any meeting of the stockholders, the holders of a majority of the common stock issued and outstanding, present in person or represented by proxy, will be a quorum for the transaction of business.  If there is not a quorum at any meeting of the stockholders, the holders of the common stock present in person or represented by proxy will have power to adjourn the meeting without notice other than announcement at the meeting.  At an adjourned meeting at which a quorum is present or represented any business may be transacted that might have been transacted at the meeting as originally notified.  Subject to the DGCL, when a quorum is present at a meeting, the vote of the holders of a majority of the common stock present in person or represented by proxy will decide any action brought before the meeting.

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Section 2.4.Organization of Meetings.  The chairman of the Board of Directors, or in his or her absence, the chief executive officer, or in the absence of the chairman of the Board of Directors and the chief executive officer, the president, will call to order meetings of the stockholders and will act as chairman of those meetings.  The Board of Directors or the stockholders may appoint any stockholder or any Director or officer of the Corporation to act as chairman of any meeting in the absence of the chairman of the Board of Directors, chief executive officer, and the president.

The secretary of the Corporation will act as secretary of all meetings of the stockholders, but in the absence of the secretary, the presiding officer may appoint another person to act as secretary.

Section 2.5.Proxies and Voting.  At a meeting of the stockholders, each holder of common stock will be entitled to one vote for each share of common stock held by such stockholder.  The vote will be in person or by proxy authorized according to the DGCL and filed according to procedures established for the meeting.  No proxy will be voted on after three years from its date, unless the proxy provides for a longer period.  Except where the transfer books of the Corporation have been closed or a date has been fixed as a record date for the determination of its stockholders entitled to vote, no share of stock will be voted on at any election for Directors that has been transferred on the books of the Corporation within 20 days before the election of Directors.

Section 2.6.Stock Lists.  A list of the stockholders entitled to vote at any meeting of the stockholders will be prepared by the secretary and will be open to the examination by any stockholder, at the place where the meeting is to be held, for at least ten days before the meeting and during the meeting.

Section 2.7.Ratification.  If there is a stockholders’ derivative suit or any other suit to enforce rights of the Corporation or any of its stockholders for lack of authority for a questioned transaction, then defective or irregular execution, adverse interest of any Director, officer or stockholder, non-disclosure, calculation errors or the application of improper principles or practices of accounting may be approved, ratified and confirmed before or after judgment by the Board of Directors or by the stockholders, and, if approved, ratified or confirmed, will have the same force and effect as if the questioned transaction had been originally duly authorized, and the approval, ratification or confirmation will be binding on the Corporation and all of its stockholders and will bar any claim or execution of any judgment on the questioned transaction.

Section 2.8.Consent In Lieu of Meeting.  Any action or vote of the stockholders may be taken by written consent of all the stockholders who would have been entitled to vote.

ARTICLE III
MANAGEMENT OF CORPORATION; BOARD OF DIRECTORS; OFFICERS

Section 3.1.General Management.  Subject to the Certificate of Incorporation and except for matters reserved under DGCL to the stockholders for decision, the business of the Corporation will be managed by Board of Directors with the power to appoint officers of the Corporation, to appoint and direct agents, to grant general or limited authority to officers,

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employees and agents of the Corporation and to execute and deliver contracts and other documents in the name and on behalf of the Corporation.

Section 3.2.Size of Board(a).  The Board of Directors will have not less than three nor more than five Directors.  The number may be increased or reduced by action of the Board of Directors.  The Board of Directors will have five individuals, two of which will be Independent Directors as required by the Certificate of Incorporation.  As of the date of these By-Laws, the Board of Directors consists of the following:

David A. Webb

Jane L. Carnarvon

Susan J. Thomas

Frank B. Bilotta, as Independent Director

Bernard J. Angelo, as Independent Director.

Section 3.3.Committees of Board of Directors.

(a)Establishment.  The Board of Directors may establish standing committees or special committees of the Board of Directors, each of which will have powers and functions delegated to it by the Board of Directors.  The Board of Directors may abolish any committee.  Each committee will consist of one or more Directors, the exact number being determined by the Board of Directors.  Designations of the chairman and members of each committee will be made by the Board of Directors.  Each committee will have a secretary designated by its chairman.

(b)Rules and Procedures.  Each committee may set rules and procedures for meetings and will meet at the times and places provided by those rules, by resolution of the committee, or by call of the chairman.  Notice of meeting of each committee, other than of regular meetings under its rules or resolutions, will be given to committee members.  The presence of one-third of its members, but not less than two, will constitute a quorum of any committee, and all questions will be decided by a majority vote of the members present at the meeting.  All actions taken at each committee meeting will be recorded in minutes of the meeting.

Section 3.4.Meetings.  Meetings of the Board of Directors may be called by any director on two business days’ prior notice to each other Director, and may be held outside the State of Delaware at the office of the Corporation in Dearborn, Michigan and other places the Board of Directors may determine.  The presence of a majority of the Directors then in office will be a quorum at any meeting of the Board of Directors.  All actions of the Board of Directors will require the affirmative vote of a majority of the Directors then in office.  Meetings of the Board of Directors may be conducted in person or by conference telephone facilities.  Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting and without prior notice if the number of Directors sufficient to approve the action under these By-Laws consent in writing.

Section 3.5.Organization of Meetings.  The Board of Directors will elect one Director to be chairman of the Board of Directors.  The chairman of the Board of Directors will lead the Board of Directors in fulfilling its responsibilities and will determine the agenda and perform all

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other duties and exercise all other powers delegated by the Board of Directors.  Meetings will be presided over by the chairman of the Board of Directors, or in his or her absence or at his or her request by the chief executive officer, or in the absence of the chairman of the Board of Directors and the chief executive officer, by the president, or by another person designated by the Board of Directors.

Section 3.6.Resignation of Directors.  Any Director may resign at any time on written notice of resignation to the Board of Directors.  Any resignation will be effective immediately unless another effective date is stated in the notice.  Acceptance of a resignation will not be necessary to make it effective.

Section 3.7.Removal of Directors.  Any Director may be removed, with or without cause, by the stockholders, provided that if there are fewer than two Independent Director after any removal, the Director will be replaced by an Independent Director.

Section 3.8.Filling of Vacancies.  For any increase in the number of Directors, or a vacancy in the Board of Directors, the additional Director will be appointed by the stockholders.

Section 3.9.Directors’ Compensation.  Directors may receive reasonable compensation for their services with expenses, if any, determined by the Board of Directors.  The compensation and expense will be paid by the stockholders.

Section 3.10.Authorized Officers(a). The Board of Directors may appoint authorized officers of the Corporation (“Authorized Officers”) who may, on behalf of the Corporation, execute agreements to which the Corporation is a party and any document or certificate to be delivered for them or under them.  Any Authorized Officer will have the right and authority to perform duties the Board of Directors delegates to them.  Each Authorized Officer will hold office for the term for which the Authorized Officer is appointed and until a successor is appointed and qualified or until the Authorized Officer’s death, resignation or removal.  A Person may hold multiple offices.  No Authorized Officer need be a Director, a stockholder, a Delaware resident, or a United States citizen.  The compensation, if any, of the Authorized Officers of the Corporation will be determined by the Board of Directors.

(b)Right and Authority.  Each Authorized Officer has the right and authority to take all actions specifically stated in the Certificate of Incorporation or these By-Laws which may be taken by the Corporation or which the Authorized Officer considers necessary or advisable for the management and conduct of the Corporation’s business.

(c)Removal.  Any Authorized Officer of the Corporation may be removed, with or without cause, by the Board of Directors.  Any Authorized Officer may resign at any time by notice to the Corporation.  Resignation will be in writing, effective at the time stated in the writing or, if no time is stated, at the time the Board of Directors receives the writing.  A vacancy in any office of the Corporation may be filled by the Board of Directors.

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ARTICLE IV
CAPITAL STOCK; DIVIDENDS

Section 4.1.Certificates of Shares.  The certificates for shares of the capital stock of the Corporation will be in a form approved by the Board of Directors.

Section 4.2.Addresses of Stockholders.  The Corporation will maintain a stock ledger containing the name and address of each stockholder..

Section 4.3.Lost, Destroyed or Stolen Certificate.  Any person claiming a stock certificate in lieu of one lost, destroyed or stolen, will give the Corporation an affidavit of his or her ownership of the certificate and of the facts proving that it has been lost, destroyed or stolen.  If required by the Board of Directors, that person also will give the Corporation a bond, in a form approved by the Board of Directors, to indemnify the Corporation against any claim that may be made against it on account of the alleged loss of the certificate or the issuance of a new certificate.

Section 4.4.Transfers of Stock.  On surrender to the Corporation or the transfer agent of the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, the Corporation will issue a new certificate to the person entitled to the new certificate, cancel the old certificate and record the transaction on its books.

Section 4.5.Closing of Transfer Books.  The Board of Directors will have the power to close the stock transfer books of the Corporation for a period not more than 50 days before the date of any meeting of stockholders or the date for payment of any dividend or the date for allotment of rights or the date when any change or conversion or exchange of stock will go into effect, or for a period not more than 50 days for obtaining the consent of the stockholders for any purpose.  Alternatively, the Board of Directors may fix in advance a date not more than 50 days before the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of stock will go into effect, or the date for obtaining consent, as a record date for the determination of the stockholders entitled to notice of and to vote at any such meeting and any adjournment, or entitled to payment of any dividend or to any allotment of rights or to exercise the rights in respect of any change, or conversion or exchange of stock, or to give consent; and in that case, those stockholders, and only those stockholders, that are stockholders of record on that fixed date, will be entitled to the notice of and to vote at the meeting and any adjournment of the meeting or to receive payment of the dividend or to receive the allotment of rights or to exercise the right or to give the consent, as applicable, despite any transfer of any stock on the books of the Corporation after that record date.

Section 4.6.Registered Stockholders.  The Corporation will be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and will not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it has express or other notice, except as required under the DGCL.

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ARTICLE V
FISCAL YEAR

Section 5.1.Fiscal Year.  The fiscal year of the Corporation will be the calendar year.

ARTICLE VI
MISCELLANEOUS

Section 6.1.Notices.

(a)Delivery of Notices.  Subject to the DGCL, a notice required by these By-Laws, the Certificate of Incorporation or the DGCL to be given to any stockholder, Director or officer, the notice, may be given personally, by telephone or in writing, including by electronic transmission.  All notices, requests, demands, consents, waivers or other communications to or from the parties in writing will be considered received by the recipient:

  (i)for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the recipient;

 (ii)for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient; and

(iii)for an email, when receipt is confirmed by telephone or reply email from the recipient.

(b)Notice Addresses.  A notice, request, demand, consent, waiver or other communication in writing must be addressed to a stockholder at the address stated in Section 4.2 or to a Director or officer at his or her business office on record with the Corporation.

ARTICLE VII
AMENDMENTS

Section 7.1.Amendments.  The Board of Directors may make, amend or repeal the By-Laws by action of the Board of Directors.  The stockholders may make, amend or repeal the By-Laws at any regular or special meeting if the substance of the amendment is in the notice of the meeting.

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EX-4.1

EXHIBIT 4.1

EXECUTION VERSION

SECOND AMENDED AND RESTATED
INDENTURE

between

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer

and

THE BANK OF NEW YORK MELLON,
as Indenture Trustee

Dated as of August 1, 2001,
as amended and restated as of December 1, 2010

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		2
Section 1.1.	Usage and Definitions	2
Section 1.2.	Amendment and Restatement	2
Section 1.3.	Incorporation by Reference of Trust Indenture Act	2
ARTICLE II THE NOTES		3
Section 2.1.	Form Generally	3
Section 2.2.	Creation and Issuance in Series	3
Section 2.3.	Denominations	4
Section 2.4.	Execution, Authentication and Delivery	4
Section 2.5.	Registration; Registration of Transfer and Exchange	5
Section 2.6.	Mutilated, Destroyed, Lost or Stolen Notes	6
Section 2.7.	Persons Deemed Owners	7
Section 2.8.	Cancellation	7
Section 2.9.	Release of Collateral	8
Section 2.10.	Book-Entry Notes	8
Section 2.11.	Global Notes	8
Section 2.12.	Definitive Notes	9
Section 2.13.	Authenticating Agents	9
Section 2.14.	Note Paying Agents	10
Section 2.15.	Access to List of Noteholders’ Names and Addresses	10
ARTICLE III COVENANTS AND REPRESENTATIONS		11
Section 3.1.	Payment of Principal and Interest	11
Section 3.2.	Maintenance of Office or Agency	11
Section 3.3.	Money for Payments to be Held in Trust	11
Section 3.4.	Existence	13
Section 3.5.	Protection of Collateral	13
Section 3.6.	Performance of Obligations; Servicing of Receivables	14
Section 3.7.	Negative Covenants	15
Section 3.8.	Opinions as to Collateral	15
Section 3.9.	Annual Statement as to Compliance	16
Section 3.10.	Consolidation and Merger; Sale of Assets	16
Section 3.11.	Successor or Transferee	17
Section 3.12.	No Other Activities	17
Section 3.13.	Further Instruments and Acts	18
Section 3.14.	Restricted Payments	18
Section 3.15.	Notice of Events of Default	18
Section 3.16.	Representations and Warranties of the Issuer as to Security Interest	18
Section 3.17.	Audits of the Issuer	19
Section 3.18.	Representations and Warranties of the Issuer	20
ARTICLE IV SATISFACTION AND DISCHARGE		21
Section 4.1.	Satisfaction and Discharge of Indenture and Indenture Supplements	21
ARTICLE V AMORTIZATION EVENTS; DEFAULTS; REMEDIES		22

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Section 5.1.	Amortization Events; Events of Default	22
Section 5.2.	Acceleration of Maturity; Rescission	23
Section 5.3.	Collection of Indebtedness by the Indenture Trustee	24
Section 5.4.	Trustee May File Proofs of Claim	24
Section 5.5.	Trustee May Enforce Claims Without Possession of Notes	25
Section 5.6.	Remedies; Priorities	25
Section 5.7.	Optional Preservation of the Collateral	27
Section 5.8.	Limitation on Suits	27
Section 5.9.	Unconditional Rights of Noteholders to Receive Principal and Interest	28
Section 5.10.	Restoration of Rights and Remedies	28
Section 5.11.	Rights and Remedies Cumulative	28
Section 5.12.	Delay or Omission Not a Waiver	29
Section 5.13.	Control by Noteholders	29
Section 5.14.	Waiver of Defaults and Events of Default	29
Section 5.15.	Undertaking for Costs	30
Section 5.16.	Waiver of Stay or Extension Laws	30
Section 5.17.	Performance and Enforcement of Certain Obligations	30
ARTICLE VI THE INDENTURE TRUSTEE		31
Section 6.1.	Duties of Indenture Trustee	31
Section 6.2.	Rights of Indenture Trustee	32
Section 6.3.	Individual Rights of Indenture Trustee	33
Section 6.4.	Indenture Trustee’s Disclaimer	33
Section 6.5.	Notice of Defaults	33
Section 6.6.	Reports by Indenture Trustee	34
Section 6.7.	Compensation and Indemnity	35
Section 6.8.	Replacement of Indenture Trustee	36
Section 6.9.	Successor Indenture Trustee by Merger	37
Section 6.10.	Appointment of Separate Indenture Trustee or Co-Indenture Trustee	38
Section 6.11.	Eligibility; Disqualification	39
Section 6.12.	Preferential Collection of Claims Against Issuer	39
Section 6.13.	Audits of the Indenture Trustee	39
Section 6.14.	Representations and Warranties of the Indenture Trustee	39
Section 6.15.	Duty to Update Disclosure	41
Section 6.16.	Indenture Trustee Indemnification	41
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS		41
Section 7.1.	Names and Addresses of Noteholders	41
Section 7.2.	Preservation of Information; Communications to Noteholders	41
Section 7.3.	Reports by Issuer	42
Section 7.4.	Reports by Indenture Trustee	42
Section 7.5.	Notice by Publication	43
ARTICLE VIII ALLOCATION AND APPLICATION OF COLLECTIONS; SERIES ACCOUNTS		43
Section 8.1.	Collection of Money	43

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Section 8.2.	Rights of Noteholders	43
Section 8.3.	Establishment of Trust Accounts	44
Section 8.4.	Collections and Allocations	46
Section 8.5.	Excess Interest Sharing Groups; Principal Sharing Groups	47
Section 8.6.	Release of Trust Collateral	48
ARTICLE IX SUPPLEMENTAL INDENTURES		49
Section 9.1.	Supplemental Indentures Without Consent of Noteholders	49
Section 9.2.	Supplemental Indentures with Consent of Noteholders	50
Section 9.3.	Execution of Supplemental Indentures	51
Section 9.4.	Effect of Supplemental Indentures	51
Section 9.5.	Conformity with Trust Indenture Act	51
Section 9.6.	Reference in Notes to Supplemental Indentures	52
ARTICLE X TERMINATION		52
Section 10.1.	Termination of Issuer	52
Section 10.2.	Final Payment	52
Section 10.3.	Depositors’ Termination Rights	52
ARTICLE XI MISCELLANEOUS		53
Section 11.1.	Compliance Certificates and Opinions, etc.	53
Section 11.2.	Form of Documents Delivered to Indenture Trustee	54
Section 11.3.	Acts of Noteholders	55
Section 11.4.	Notices, etc. to Indenture Trustee, Issuer and Rating Agencies	55
Section 11.5.	Notices to Noteholders; Waiver	56
Section 11.6.	Conflict with Trust Indenture Act	57
Section 11.7.	Benefits of Indenture	57
Section 11.8.	GOVERNING LAW	57
Section 11.9.	Submission to Jurisdiction	57
Section 11.10.	WAIVER OF JURY TRIAL	57
Section 11.11.	Severability	57
Section 11.12.	Counterparts	58
Section 11.13.	Headings	58
Section 11.14.	Issuer Obligation	58
Section 11.15.	Subordination of Claims against the Depositor	58
Section 11.16.	No Petition	59

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CROSS REFERENCE TABLE(1)

TIA	Indenture
Section	Section(2)
310 (a)	6.11; 6.14
(b)	6.11
(c)	N.A.
311 (a)	6.12
(b)	6.12
(c)	6.12
312 (a)	N.A.
(b)	7.2
(c)	7.2
313 (a)	7.4
(b)	7.4
(c)	6.5, 7.3, 7.4
(d)	N.A.
314 (a)	N.A.
(b)	N.A.
(c)	8.4, 11.1
(d)	8.4, 11.1
(e)	N.A.
315 (a)	N.A.
(b)	N.A.
(c)	N.A.
(d)	N.A.
(e)	N.A.
316 (a)(1)(A)	N.A.
(a)(1)(B)	N.A.
(a)(2)	N.A.
(b)	N.A.
(c)	N.A.
317	11.6
318 (a)	N.A.

(1)Note:  This Cross Reference Table is not deemed, for any purpose, to be part of this Indenture.

(2)N.A. means Not Applicable.

iv

SECOND AMENDED AND RESTATED INDENTURE, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (this “Indenture”), between FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as Issuer, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee for the benefit of the Secured Parties.

BACKGROUND

The parties to this Indenture intend to amend and restate the Indenture, dated as of August 1, 2001, as previously amended and restated as of May 1, 2008, between the parties, on the terms and conditions contained in this Indenture.

The Issuer and the Indenture Trustee are executing and delivering this Indenture to provide for the issuance from time to time by the Issuer of Notes in one or more Series, the principal terms of which will be specified in one or more Indenture Supplements to this Indenture.

The obligations of the Issuer under all Notes issued under this Indenture will be equally and ratably secured by, among other things, Receivables from time to time sold to the Issuer by the Depositors pursuant to the Sale and Servicing Agreements, such Receivables having, in turn, been sold to the Depositors by the Seller pursuant to the Receivables Purchase Agreements with the Depositors.

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the Secured Parties.

GRANTING CLAUSES

The Issuer Granted to the Indenture Trustee at the initial Closing Date, as Indenture Trustee for the benefit of the Secured Parties, all of the Issuer’s right, title and interest in, to and under, whether then owned or thereafter acquired, the Master Collateral.

The foregoing Grant was made in trust to secure (a) the payment of principal of, interest on and any other amounts owing in respect of the Notes as provided in this Indenture and the related Indenture Supplements and (b) compliance by the Issuer with the provisions of this Indenture and the related Indenture Supplements for the benefit of the Secured Parties.

The Indenture Trustee acknowledges such Grant, accepts the trusts under this Indenture and the Indenture Supplements in accordance with this Indenture and the Indenture Supplements, and agrees to perform the duties required in this Indenture and the Indenture Supplements so that the interests of the Secured Parties may be adequately protected.

As provided in any Indenture Supplement, the Issuer may Grant to the Indenture Trustee, as Indenture Trustee for the benefit of the Secured Parties of the related Series, other collateral in addition to the Master Collateral (such other collateral, the “Series Collateral” and, collectively with the Master Collateral, the “Collateral”).  Any Grants of Series Collateral pursuant to an Indenture Supplement, unless otherwise provided in such Indenture Supplement, will be made

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for the exclusive benefit of the Secured Parties of the related Series and will not secure in any manner the Issuer’s obligations under any other Series.

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Indenture are defined in Appendix A to (a) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan Corporation, as Depositor, the Issuer and the Servicer, and (b) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan LLC, as Depositor, the Issuer and the Servicer.  Each Appendix A also contains rules as to usage applicable to this Indenture.  Each Appendix A is incorporated by reference into this Indenture.

Section 1.2.Amendment and Restatement.  This Indenture amends and restates in full the Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of May 1, 2008, between the parties, with effect as of the date of this Indenture, and the parties confirm that (a) all prior actions made pursuant to such Amended and Restated Indenture are effective as if made under this Indenture on the date made, including the Grant of Liens in the Collateral and any release of Collateral from such Liens, and (b) no provision of this Indenture is intended to result in the duplication of any such prior action of any party.  Notwithstanding the foregoing, to the extent that any amendment to the Amended and Restated Indenture, as set out in this Indenture, would reasonably be expected to have an Adverse Effect on the Noteholders of a Series issued before the date of this Indenture or would otherwise not be permitted, as determined by a court of competent jurisdiction, then such amendment will not be effective as against such Noteholders and the corresponding provision of the Amended and Restated Indenture will continue to govern as it relates to such Noteholders and such Series.

Section 1.3.Incorporation by Reference of Trust Indenture Act.  Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture.  The following TIA terms used in this Indenture have the following meanings:

“indenture securities” means the Notes;

“indenture security holder” means a Noteholder;

“indenture to be qualified” means this Indenture;

“indenture trustee” or “institutional trustee” means the Indenture Trustee; and

“obligor” on the indenture securities means the Issuer and any other obligor on the indenture securities.

All other TIA terms used in this Indenture that are defined in the TIA, defined by TIA reference to another statute or defined by Securities and Exchange Commission rule have the meaning assigned to them by such definitions.

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ARTICLE II
THE NOTES

Section 2.1.Form Generally.  Any Series or Class of Notes, together with the Indenture Trustee’s certificate of authentication, may be issued in bearer form with attached interest coupons and a special coupon or in fully registered form and, in each case, will be in substantially the form of an exhibit to the related Indenture Supplement, with such variations as are required or permitted by this Indenture or such Indenture Supplement, and may have such marks of identification and such legends or endorsements placed on them, as may be determined, consistent with this Indenture and such Indenture Supplement by the Responsible Person of the Issuer executing such Notes, as evidenced by their execution of such Notes.  The physical Notes will be produced by any method as determined by the Responsible Person of the Issuer executing such Notes, as evidenced by their execution of such Notes.

Section 2.2.Creation and Issuance in Series.

(a)Pursuant to one or more Indenture Supplements, the Issuer may from time to time issue one or more Series (which Series may be comprised of one or more Classes and within such Classes, issued in one or more subclasses).  The Notes of all Series will be equally and ratably entitled as provided in this Indenture to the benefits of this Indenture without preference, priority or distinction, all in accordance with this Indenture and the related Indenture Supplement except, with respect to any Series, such preferences, priorities or distinctions within such Series as provided in the related Indenture Supplement.

(b)On or before the Series Issuance Date of any Series, the parties to this Indenture will execute and deliver an Indenture Supplement which will specify the Principal Terms of such Series.  The Indenture Supplement for a Series may modify or amend this Indenture (including any defined terms incorporated by reference into this Indenture pursuant to Section 1.1) solely as applied to such Series.  The obligation of the Indenture Trustee to authenticate and deliver the Notes of any Series and to execute and deliver the related Indenture Supplement will be subject to satisfaction of the following conditions:

(i)on or before the second Business Day preceding such Series Issuance Date, the Issuer has given the Owner Trustee, the Indenture Trustee, the Servicer and each Rating Agency notice (unless such notice requirement is otherwise waived) of such issuance and such Series Issuance Date;

(ii)the Issuer has delivered to the Indenture Trustee the related Indenture Supplement, in form reasonably satisfactory to the Indenture Trustee, executed by the Issuer;

(iii)the Issuer has delivered to the Indenture Trustee any other related Transaction Document not previously delivered, executed by each of the parties to such Transaction Document (other than the Indenture Trustee);

(iv)the Rating Agency Condition has been satisfied with respect to such issuance;

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(v)each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated as of such Series Issuance Date, stating that such Depositor reasonably believes that such issuance will not, based on the facts known to such officer at the time of such certification, have an Adverse Effect or cause an Amortization Event to occur with respect to any Series;

(vi)the Issuer has delivered to the Indenture Trustee an Opinion of Counsel, dated such Series Issuance Date, to the effect that such issuance will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes ; and

(vii)the Net Adjusted Pool Balance will equal or exceed the Required Pool Balance after giving effect to such issuance (taking into account any deposit of all or any portion of the proceeds of such issuance into the Excess Funding Account).

Any Note acquired by the Depositors at any time after the date of its original issuance may be transferred or exchanged only upon the delivery to the Indenture Trustee of an Opinion of Counsel dated as of the date of such transfer or exchange, as the case may be, to the effect that such transfer or exchange will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes.

(c)Any Indenture Supplement permitting the issuance of additional Notes of a Series after the related Series Issuance Date will specify the conditions for the issuance of such additional Notes.

(d)Upon satisfaction of the above conditions, the Owner Trustee, on behalf of the Issuer, will execute and the Indenture Trustee upon receipt of an Issuer Order will authenticate and deliver the Notes of such Series as provided in this Indenture and the related Indenture Supplement.  The Indenture Trustee may, but is not obligated to, enter into any such Indenture Supplement that adversely affects the Indenture Trustee’s own rights, duties or immunities under this Indenture.

Section 2.3.Denominations.  Except as otherwise provided in the related Indenture Supplement or the Notes, each Class of Notes will be issued in fully registered form.  Each Class of Notes will be issued in such minimum amounts and in such integral multiples in excess of such minimum amounts as specified in the related Indenture Supplement (except that one Note of each Class may be issued in a different amount so long as such amount exceeds the applicable minimum denomination for such Class), and will be issued upon original issuance as one or more Notes in an aggregate original principal amount equal to the applicable principal amount of such Class or Series on the date of original issuance.

Section 2.4.Execution, Authentication and Delivery.

(a)A Responsible Person of the Issuer will execute the Notes on behalf of the Issuer.  The signature of such Responsible Person on the Notes may be manual or facsimile.  Notes

4

bearing the manual or facsimile signature of an individual who was a Responsible Person of the Issuer will bind the Issuer, notwithstanding that such individual has ceased to hold such office before the authentication and delivery of such Notes or did not hold such office at the date of issuance of such Notes.

(b)At any time and from time to time after the execution and delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer to the Indenture Trustee for authentication and delivery, and the Indenture Trustee upon receipt of an appropriate Issuer Order will authenticate and deliver such Notes as provided in this Indenture and the related Indenture Supplement and not otherwise. No Note will be entitled to any benefit under this Indenture or the related Indenture Supplement or be valid for any purpose unless it bears a certificate of authentication substantially in the form provided for in the related Indenture Supplement executed by the Indenture Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note will be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered under this Indenture and the related Indenture Supplement.

Section 2.5.Registration; Registration of Transfer and Exchange.

(a)The Issuer appoints the Indenture Trustee to be the “Note Registrar” and to keep a register (the “Note Register”) for the purpose of registering Notes and transfers of Notes as provided in this Indenture.  Upon any resignation of the Note Registrar, the Issuer will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar.  If the Issuer appoints a Person other than the Indenture Trustee as Note Registrar, (i) the Issuer will notify the Indenture Trustee of such appointment, (ii) the Indenture Trustee will have the right to inspect the Note Register at all reasonable times and to obtain copies of the Note Register and (iii) the Indenture Trustee will have the right to rely upon a certificate executed by an officer of the Note Registrar as to the names and addresses of the Noteholders and the principal amounts and number of the Notes.

(b)Upon surrender for registration of transfer of any Note at the office or agency of the Issuer maintained under Section 3.2, if the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will obtain from the Indenture Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Series and Class (and subclass, if applicable), in any authorized denomination, in the same aggregate principal amount.

(c)A Noteholder may exchange Notes for other Notes of the same Series and Class (and subclass, if applicable) in any authorized denominations, in the same aggregate principal amount, by surrendering the Notes to be exchanged at the office or agency of the Issuer maintained under Section 3.2.  Whenever any Notes are so surrendered for exchange, if the requirements of Section 8-401(a) of the UCC are met, the Issuer will execute, the Indenture Trustee will authenticate and the Noteholder will obtain from the Indenture Trustee the Notes that the Noteholder making such exchange is entitled to receive.

(d)All Notes issued upon any registration of transfer or exchange of Notes will be the valid obligations of the Issuer, evidencing the same debt and entitled to the same benefits under

5

this Indenture and the related Indenture Supplement as the Notes surrendered upon such registration of transfer or exchange.

(e)Every Note presented or surrendered for registration of transfer or exchange will be (i) duly endorsed by, or be accompanied by a written instrument of transfer in form satisfactory to the Note Registrar or the Indenture Trustee duly executed by, the Noteholder of such Note or such Noteholder’s attorney duly authorized in writing, with such signature guaranteed by an “eligible guarantor institution” meeting the requirements of the Note Registrar which requirements include membership or participation in Securities Transfer Agents Medallion Program or such other “signature guarantee program” as may be determined by the Note Registrar in addition to, or in substitution for, the Securities Transfer Agents Medallion Program, all in accordance with the Exchange Act, and (ii) accompanied by such other documents as the Indenture Trustee may require.

(f)The registration of transfer or exchange of any Note will be subject to such additional requirements, if any, set forth in the related Indenture Supplement.

(g)None of the Issuer, the Note Registrar or the Indenture Trustee will impose a service charge on a Noteholder for any registration of transfer or exchange of Notes.  The Issuer, the Note Registrar or the Indenture Trustee may require such Noteholder to pay an amount sufficient to cover any tax or other governmental charge that may be imposed in connection with such registration of transfer or exchange of the Notes.

(h)Neither the Issuer nor the Note Registrar will be required to register transfers or exchanges of Notes selected for redemption or Notes whose next Payment Date is not more than 15 days after the requested date of such transfer or exchange.

(i)If and so long as any Series of Notes are listed on a stock exchange and such exchange so requires, the Indenture Trustee will appoint a co-transfer agent and co-registrar in accordance with the rules of such exchange.  Any reference in this Indenture to the Note Registrar includes any co-transfer agent and co-registrar unless the context otherwise requires.  The Indenture Trustee will enter into any agency agreement as it deems reasonably appropriate with any co-transfer agent and co-registrar not a party to this Indenture to implement the provisions of this Indenture that relate to such agent.

Section 2.6.Mutilated, Destroyed, Lost or Stolen Notes.

(a)If a mutilated Note is surrendered to the Indenture Trustee or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of a Note, then the Issuer will execute and, upon Issuer Request, the Indenture Trustee will authenticate and deliver a replacement Note of the same Series and Class and principal amount in exchange for or in lieu of such Note so long as (i) the Indenture Trustee receives such security or indemnity as may be required by it to hold the Issuer and the Indenture Trustee harmless, (ii) none of the Issuer, the Note Registrar or the Indenture Trustee have received notice that such Note has been acquired by a protected purchaser, as defined in Section 8-303 of the UCC and (iii) the requirements of Section 8-405 of the UCC are met.  However, if any such destroyed, lost or stolen Note (but not a mutilated Note) is due and payable within 15 days or has been called for redemption, instead of

6

issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender of such Note.  If a protected purchaser of the original Note in lieu of which such replacement Note was issued (or such payment made) presents for payment such original Note, the Issuer and the Indenture Trustee will be entitled to recover such replacement Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Note (or such payment) from such Person to whom such replacement Note (or such payment) was delivered or any assignee of such Person, except a protected purchaser, and will be entitled to recover upon the security or indemnity provided for such replacement Note (or such payment) for any cost, expense, loss, damage, claim or liability incurred by the Issuer or the Indenture Trustee in connection with such replacement Note (or such payment).

(b)Upon the issuance of any replacement Note under Section 2.6(a), the Issuer may require the Noteholder of such Note to pay an amount sufficient to cover any tax or other governmental charge imposed and any other reasonable expenses incurred in connection with such replacement Note.

(c)Each replacement Note issued pursuant to Section 2.6(a) will constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note will be enforceable by anyone and, except as otherwise provided in this Indenture or the related Indenture Supplement, will be entitled to all the benefits of this Indenture and such Indenture Supplement equally and proportionately with all other Notes of the same Series and Class duly issued under this Indenture and such Indenture Supplement.

(d)This Section 2.6 is exclusive and precludes (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes.

Section 2.7.Persons Deemed Owners.  On any date, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Note is registered as of such date as the owner of such Note for the purpose of receiving payments of principal of and interest on such Note and for all other purposes, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee will be affected by notice to the contrary.

Section 2.8.Cancellation.  Any Person that receives a Note surrendered for payment, registration of transfer, exchange or redemption will deliver such Note to the Indenture Trustee.  The Indenture Trustee will promptly cancel all Notes it receives that have been surrendered for payment, registration of transfer or exchange, or redemption.  The Issuer may deliver to the Indenture Trustee for cancellation any Notes previously authenticated and delivered under this Indenture and the related Indenture Supplement which the Issuer may have acquired in any manner, and the Indenture Trustee will promptly cancel such Notes.  No Notes will be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section 2.8.  The Indenture Trustee may hold or dispose of all cancelled Notes in accordance with its standard retention or disposal policy unless the Issuer directs, by Issuer Order, that they be destroyed or returned to it (so long as such Notes have not been disposed of previously by the Indenture Trustee).

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Section 2.9.Release of Collateral.  Subject to Section 12.1, the Indenture Trustee will release property from the Lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA §§314(c) and 314(d) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

Section 2.10.Book-Entry Notes.  Except as otherwise provided in a related Indenture Supplement, the Notes of each Series, upon original issuance, will be issued in the form of typewritten Notes representing the Book-Entry Notes, which will be registered initially on the Note Register in the name of the nominee of the Clearing Agency for such Book-Entry Notes and will be delivered to a custodian pursuant to such Clearing Agency’s instructions.  No Note Owner will be entitled to receive a Definitive Note representing such Note Owner’s interest in such Note, except as provided in Section 2.12.  Unless and until Definitive Notes have been issued to Note Owners pursuant to Section 2.12:

(a)this Section 2.10 will be in effect with respect to each Series;

(b)with respect to Book-Entry Notes of a Series, the Note Registrar and the Indenture Trustee will be entitled to deal with the Clearing Agency for all purposes of this Indenture and the related Indenture Supplement (including the payment of principal of and interest on the Book-Entry Notes and the giving of notices, instructions or directions under this Indenture and the related Indenture Supplement) as the sole Noteholder of the Book-Entry Notes, and will have no obligation to the Note Owners of such Series;

(c)the Clearing Agency for a Series will make book-entry transfers among its participants and receive and transmit payments of principal of and interest on the Book-Entry Notes of such Series to such participants;

(d)to the extent that this Section 2.10 conflicts with any other provisions of this Indenture, this Section 2.10 will control in respect of a Series;

(e)the rights of Note Owners may be exercised only through the Clearing Agency and will be limited to those established by law and agreements between such Note Owners and the Clearing Agency and/or its participants pursuant to such agreements;

(f)the initial Clearing Agency will make book-entry transfers among its participants and receive and transmit payments of principal and interest on the Notes to such participants; and

(g)whenever this Indenture requires or permits actions to be taken based upon instructions or directions of Noteholders of a specified percentage of the Note Balance of the Notes of any Series, the related Clearing Agency will be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners of the Notes of such Series and/or such Clearing Agency’s participants owning or representing, respectively, at least such required percentage of the Note Balance of the Notes of such Series and has delivered such instructions to the Indenture Trustee.

Section 2.11.Global Notes.  If specified in the related Indenture Supplement, Notes of any Class of a Series may be initially issued in the form of a single temporary Global Note (each,

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a “Global Note”) in bearer form, without interest coupons, in the denomination of the initial principal amount of such Class and substantially in the form attached to such Indenture Supplement.  Except as otherwise provided in the related Indenture Supplement, Section 2.11 will apply to each such Global Note.  Global Notes will be authenticated by the Indenture Trustee upon the same conditions, in substantially the same manner and with the same effect as the Definitive Notes.  Except as otherwise provided in the related Indenture Supplement, any Notes that are issued in bearer form pursuant to this Indenture and the related Indenture Supplement will be issued in accordance with the requirements of Section 163(f)(2) of the Code.

Section 2.12.Definitive Notes.  If specified in the related Indenture Supplement, Notes of any Class of a Series may be initially issued as Definitive Notes.  With respect to any Class or Classes of Book-Entry Notes of a Series, if (a) the Administrator notifies the Indenture Trustee that the related Clearing Agency is no longer willing or able to properly discharge its responsibilities as depository for the Book-Entry Notes of such Series and the Administrator is unable to reach an agreement on satisfactory terms with a qualified successor, (b) the Administrator notifies the Indenture Trustee that it elects to terminate the book-entry system through such Clearing Agency, or (c) after the occurrence of an Event of Default with respect to such Series or a Servicer Termination Event, so long as any Book-Entry Notes of such Series are Outstanding, Note Owners of a majority of the Note Balance of such Series notify the Indenture Trustee and the related Clearing Agency that they elect to terminate the book-entry system through such Clearing Agency, then the Indenture Trustee will notify all Note Owners of such Series of the occurrence of such election and of the availability of Definitive Notes to such Note Owners.  After the Clearing Agency for a Series has surrendered the typewritten Notes representing the Book-Entry Notes of such Series and delivered the registration instructions to the Indenture Trustee, the Issuer will execute and the Indenture Trustee will authenticate the Definitive Notes for such Series in accordance with the instructions of such Clearing Agency.  None of the Issuer, the Note Registrar or the Indenture Trustee will be liable for any delay in delivery of such instructions and may conclusively rely, and will be protected in relying, on such instructions.  Upon the issuance of Definitive Notes to Note Owners of such Series, the Indenture Trustee will recognize the holders of such Definitive Notes as Noteholders of such Series.

Section 2.13.Authenticating Agents.

(a)The Indenture Trustee may appoint one or more Persons (each, an “Authenticating Agent”) with the power to act on its behalf and subject to its direction in the authentication of Notes of one or more Series under Section 2.4 in connection with issuances, transfers and exchanges under Sections 2.2, 2.5, 2.6 and 9.5, as though each such Authenticating Agent had been expressly authorized by those Sections to authenticate such Notes.  For all purposes of this Indenture and each Indenture Supplement, the authentication of Notes of a Series by an Authenticating Agent pursuant to this Section 2.13 is deemed to be the authentication of such Notes “by the Indenture Trustee.”

(b)Any Person into which an Authenticating Agent for a Series may be merged or converted or with which it may be consolidated, or any Person resulting from any merger, consolidation or conversion to which an Authenticating Agent is a party, or any Person succeeding to all or substantially all of the corporate trust business of an Authenticating Agent,

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will be the successor of such Authenticating Agent under this Indenture and the related Indenture Supplement without the execution or filing of any document or any further act.

(c)An Authenticating Agent may resign by giving notice of resignation to the Indenture Trustee and the Owner Trustee.  The Indenture Trustee may terminate the agency of an Authenticating Agent by giving notice of termination to such Authenticating Agent and the Owner Trustee.  Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Authenticating Agent and will notify the Owner Trustee of any such appointment.

(d)Sections 2.8 and 6.4 will apply to each Authenticating Agent.

Section 2.14.Note Paying Agents.

(a)The Indenture Trustee may appoint one or more Note Paying Agents for one or more Series that meet the eligibility standards for the Indenture Trustee specified in Section 6.10.  The Note Paying Agents will have the power to make payments from the Collection Account, the Excess Funding Account, the Back-up Servicer Reserve Account and the related Series Accounts.

(b)Any Person into which a Note Paying Agent for a Series may be merged or converted or with which it may be consolidated, or any Person resulting from any merger or consolidation or conversion to which a Note Paying Agent is a party, or any Person succeeding to all or substantially all of the corporate trust business of a Note Paying Agent, will be the successor of such Note Paying Agent under this Indenture and the related Indenture Supplement without the execution or filing of any document or any further act.

(c)A Note Paying Agent may resign by giving notice of resignation to the Indenture Trustee, the Administrator and the Issuer.  The Indenture Trustee may terminate the agency of a Note Paying Agent by giving notice of termination to such Note Paying Agent, the Administrator and the Issuer.  Upon receiving such notice of resignation or upon such a termination, the Indenture Trustee may appoint a successor Note Paying Agent and will notify the Administrator and the Issuer of any such appointment.

(d)Sections 2.8 and 6.4 will apply to each Note Paying Agent.

Section 2.15.Access to List of Noteholders’ Names and Addresses.

(a)If the Indenture Trustee is not the Note Registrar, the Issuer will furnish to the Indenture Trustee or any Note Paying Agent, within five Business Days after receipt by the Issuer of a request from the Indenture Trustee or such Note Paying Agent a list of the names and addresses of the Noteholders.  Except as otherwise provided in the related Indenture Supplement, Noteholders of at least 10% of the Note Balance of a Series or three or more Noteholders of a Series may apply in writing to the Indenture Trustee, and if such application states that such Noteholders desire to communicate with other Noteholders of any Series with respect to their rights under this Indenture, any Indenture Supplement or under the Notes and is accompanied by a copy of the communication which such Noteholders propose to transmit, then the Indenture Trustee, after having been adequately indemnified by such Noteholders for its costs and

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expenses, will afford or cause the Note Registrar to afford such Noteholders access during normal business hours to the most recent list of Noteholders held by the Indenture Trustee.  Such list is to be as of a date no more than 45 days prior to the date of receipt of such Noteholders’ request.

(b)Every Noteholder, by receiving and holding a Note, agrees, to the fullest extent permitted by Applicable Law, that none of the Issuer, the Indenture Trustee, any Note Paying Agent, the Note Registrar, the Depositors, the Administrator and the Servicer or any of their respective agents and employees may be held accountable by reason of the disclosure of the names and addresses of the Noteholders under this Indenture, regardless of the sources from which such information was derived.

ARTICLE III
COVENANTS AND REPRESENTATIONS

Section 3.1.Payment of Principal and Interest.  Each Class of Notes of each Series will accrue interest at the rate specified in such Note or in the related Indenture Supplement.  The Issuer will duly and punctually pay the principal of and interest on the Notes in accordance with the Notes, this Indenture and the Indenture Supplements.  Amounts withheld under the Code or any State or local tax law by any Person from a payment to any Noteholder will be considered as having been paid by the Issuer to such Noteholder.

Section 3.2.Maintenance of Office or Agency.  The Issuer will maintain an office or agency in the Borough of Manhattan, The City of New York, where Notes may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Issuer in respect of the Notes, this Indenture and the Indenture Supplements may be served. The Issuer initially appoints the Indenture Trustee to serve as its agent for such purposes.  The Issuer will promptly notify the Indenture Trustee of any change in the location of such office or agency. If the Issuer fails to maintain any such office or agency or fails to furnish the Indenture Trustee with the address of such office or agency, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

Section 3.3.Money for Payments to be Held in Trust.

(a)All payments of amounts due and payable with respect to the Notes that are to be made from amounts withdrawn from the Collection Account, the Excess Funding Account or any Series Account will be made on behalf of the Issuer by the Indenture Trustee or by another Note Paying Agent for the related Series, and no amounts so withdrawn for payments on the Notes may be paid over to or at the direction of the Issuer, except as provided in this Section 3.3 and in the Indenture Supplements.

(b)The Indenture Trustee (including, if applicable, in its capacity as Note Paying Agent) will, and will cause each Note Paying Agent (other than the Indenture Trustee itself) for a Series to, execute and deliver to the Indenture Trustee an instrument in which such Note Paying Agent agrees with the Indenture Trustee to:

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(i)hold all sums held by it for the payment of amounts due on the related Notes in trust for the benefit of the Persons entitled to such sums until such sums are paid to such Persons or otherwise disposed of as provided in this Indenture and the related Indenture Supplement and pay such sums to such Persons as provided in this Indenture and such Indenture Supplement;

(ii)give the Indenture Trustee notice of any default by the Issuer of which it has actual knowledge in the making of any payment required to be made with respect to the related Notes;

(iii)during the continuance of any such default, upon the request of the Indenture Trustee, immediately pay to the Indenture Trustee all sums held in trust by such Note Paying Agent;

(iv)immediately resign as a Note Paying Agent and immediately pay to the Indenture Trustee all sums held by it for the payment of related Notes if it ceases to meet the eligibility standards specified in Section 6.10 with respect to the Indenture Trustee; and

(v)comply with all requirements of the Code and any State or local tax law with respect to withholding and reporting requirements in connection with payments on the related Notes.

(c)The Issuer may by Issuer Order direct any Note Paying Agent to pay to the Indenture Trustee all sums held in trust by such Note Paying Agent, such sums to be held by the Indenture Trustee upon the same terms as those upon which the sums were held by such Note Paying Agent.  Upon a Note Paying Agent’s payment of all sums held in trust to the Indenture Trustee, such Note Paying Agent will be released from all further liability with respect to such money.

(d)Subject to laws with respect to escheat of funds, any money held by the Indenture Trustee or any Note Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable will be discharged from such trust and paid to the Issuer upon Issuer Request.  After such discharge and payment, the Noteholder of such Note will, as an unsecured general creditor, look only to the Issuer for payment of such amount due and unclaimed (but only to the extent of the amounts so paid to the Issuer), and all liability of the Indenture Trustee or such Note Paying Agent with respect to such money will cease.  However, the Indenture Trustee or such Note Paying Agent, before making any such repayment, will publish once, at the expense and direction of the Issuer, in a newspaper customarily published on each Business Day in the English language and of general circulation in The City of New York, notice that such money remains unclaimed and that after a date specified in such notice, which must be at least 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Issuer.  The Indenture Trustee will also adopt and employ, at the expense of the Administrator and direction of the Issuer, any other reasonable means of notification of such repayment (including notifying Noteholders whose Notes have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is

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determinable from the records of the Indenture Trustee or of any Note Paying Agent of such repayment, at the last address of record for each such Noteholder).

Section 3.4.Existence.  The Issuer will keep in full effect its existence, rights and franchises as a statutory trust under the Delaware Statutory Trust Act (unless it becomes, or any successor Issuer under this Indenture is or becomes, organized under the laws of any other State or of the United States, in which case the Issuer will keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and will obtain and preserve its qualification in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of this Indenture, the Indenture Supplements, the Notes, the Collateral and each other instrument or agreement included in the Collateral.

Section 3.5.Protection of Collateral.  (a)  The Issuer will (i) execute and deliver all such supplements and amendments to this Indenture and instruments of further assurance and other instruments, (ii) file or authorize and cause to be filed all such financing statements and amendments and continuations of such financing statements and (iii) take such other action, in each case necessary or advisable to:

(A)maintain or preserve the Lien and security interest (and the priority of such security interest) of this Indenture or carry out more effectively the purposes of this Indenture;

(B)perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture and the Indenture Supplements;

(C)enforce any of the Collateral; or

(D)preserve and defend title to the Collateral and the rights of the Indenture Trustee and the Secured Parties in such Collateral against the claims of all Persons.

(b)The Issuer authorizes the Administrator and the Indenture Trustee to file any financing or continuation statements, and amendments to such statements, in all jurisdictions and with all filing offices as are necessary or advisable to preserve, maintain and protect the interest of the Indenture Trustee in the Collateral.  Such financing and continuation statements may describe the Collateral in any manner as the Administrator or the Indenture Trustee may reasonably determine to ensure the perfection of the interest of the Indenture Trustee in the Collateral (including describing the Collateral as “all assets” of the Issuer).  The Administrator or the Indenture Trustee, as applicable, will deliver to the Issuer file-stamped copies of, or filing receipts for, any such financing statement and continuation statement promptly upon such document becoming available following filing.

(c)The Indenture Trustee is under no obligation (i) to make any determination of whether any such financing or continuation statements, and amendments to such statements, are required to be filed pursuant to this Section 3.5 or (ii) to file any such financing or continuation statements, or amendment to such statements, and will not be liable for failure to do so.

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Section 3.6.Performance of Obligations; Servicing of Receivables.

(a)No Release of Material Covenants or Obligations.  The Issuer will not take any action, and will use commercially reasonable efforts to prevent any action from being taken by others, that would release any Person from any material covenants or obligations under any instrument or agreement included in the Collateral or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as provided in any Transaction Document.

(b)Contracting.  The Issuer may contract with other Persons to assist it in performing its duties under this Indenture or any Indenture Supplement, and any performance of such duties by a Person identified to the Indenture Trustee in an Officer’s Certificate of the Issuer will be deemed to be action taken by the Issuer.  As of the date of this Indenture, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture and the Indenture Supplements.

(c)Performance of Obligations.  The Issuer will punctually perform and observe all of its obligations and agreements contained in the Transaction Documents and in the instruments and agreements included in the Collateral.

(d)Servicer Termination Event.  If the Issuer has knowledge of the occurrence of a Servicer Termination Event under the Sale and Servicing Agreements, the Issuer will promptly notify the Indenture Trustee and the Rating Agencies of such occurrence, and specify in such notice any action being taken with respect to such occurrence.  If a Servicer Termination Event arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreements with respect to the Receivables, the Issuer will take all reasonable steps available to it to cause the Servicer to remedy such failure.

(e)Successor Servicer.  Promptly after any termination of the Servicer’s rights and powers pursuant to Section 6.1 of the Sale and Servicing Agreements, the Issuer will notify the Indenture Trustee.  If no Back-up Servicing Agreement is in effect at the time of a termination or resignation of the Servicer under the Sale and Servicing Agreements, the Indenture Trustee will as promptly as practicable appoint an Eligible Servicer as Successor Servicer in accordance with Section 6.2 of the Sale and Servicing Agreements, and such Successor Servicer will accept its appointment by executing an assumption agreement in a form acceptable to the Indenture Trustee.  If a Successor Servicer has not been appointed and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Indenture Trustee without further action will automatically be appointed the Successor Servicer.  The Indenture Trustee may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 6.2(a) of the Sale and Servicing Agreements.  At any time following the appointment of the Indenture Trustee as Successor Servicer, the Indenture Trustee may, and upon the request and at the expense of the Servicer will, petition a court of competent jurisdiction to appoint any Person that is an Eligible Servicer as the Successor Servicer under the Sale and Servicing Agreements.  The Indenture Trustee will give prompt notice to the Issuer of the appointment of a Successor Servicer, who will promptly notify the Rating Agencies.  Notwithstanding anything to the contrary in this Indenture or the Sale and Servicing Agreements, in no event will the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of any Servicing Fee paid under the

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Sale and Servicing Agreements and the amount necessary to induce any Person to act as Successor Servicer under the Sale and Servicing Agreements and the transactions contemplated by the Sale and Servicing Agreements.  Upon its appointment, the Successor Servicer will be the successor in all respects to the predecessor Servicer with respect to servicing functions under the Sale and Servicing Agreements and will, subject to Section 3.3(e) of the Sale and Servicing Agreements, be subject to all the responsibilities, duties and liabilities placed on the Servicer by the Sale and Servicing Agreements, and all references in this Indenture or any Indenture Supplement to the Servicer will be deemed to refer to the Successor Servicer.

Section 3.7.Negative Covenants.  So long as any Notes are Outstanding, the Issuer will not:

(a)except as permitted by any Transaction Document, sell, transfer, exchange or otherwise dispose of any part of the Collateral unless directed to do so by the Indenture Trustee;

(b)claim any credit on, or make any deduction from, the principal or interest payable in respect of the Notes (other than amounts withheld from such payments under the Code or any State or local tax law) or assert any claim against any present or former Noteholder by reason of the payment of the taxes levied or assessed upon the Issuer or the Collateral;

(c)dissolve or liquidate in whole or in part;

(d)permit (i) the validity or effectiveness of this Indenture or any Indenture Supplement to be impaired, or permit the Lien of this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture or any Indenture Supplement, except in each case as permitted by this Indenture or such Indenture Supplement, (ii) any Lien other than Permitted Liens to be created on or extend to or otherwise arise upon or burden the Collateral or (iii) the Lien of this Indenture not to constitute a valid first priority security interest in the Collateral (other than with respect to Permitted Liens); or

(e)except as otherwise provided in any Transaction Document, amend, modify, waive, supplement, terminate or surrender the terms of any Collateral or any of the Transaction Documents without the consent of the Indenture Trustee or the Noteholders of a majority of the Note Balance and upon notice by the Issuer to the Rating Agencies.

Section 3.8.Opinions as to Collateral.

(a)If this Indenture or any Indenture Supplement is subject to recording in any appropriate public recording offices, the Issuer, at its expense, will effect such recording and deliver an Opinion of Counsel to the Indenture Trustee (which may be counsel to the Issuer or any other counsel reasonably acceptable to the Indenture Trustee) to the effect that such recording is necessary either for the protection of the Secured Parties or any other Person secured under this Indenture and such Indenture Supplement or for the enforcement of any right or remedy granted to the Indenture Trustee under this Indenture or such Indenture Supplement.

(b)On the Series Issuance Date for any Series, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel to the effect that this Indenture and the related Indenture

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Supplement and all financing statements and continuation statements have been properly recorded and filed to make effective the Lien intended to be created by this Indenture, and reciting the details of such action, or stating that in the opinion of such counsel no such action is necessary to make such Lien effective.

(c)On or before April 30 in each calendar year, the Issuer will furnish to the Indenture Trustee an Opinion of Counsel either to the effect that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, re-recording and refiling of this Indenture and any Indenture Supplement and all financing statements and continuation statements, as is necessary to maintain the Lien of this Indenture, and reciting the details of such action, or to the effect that in the opinion of such counsel no such action is necessary to maintain such Lien.

Section 3.9.Annual Statement as to Compliance.  The Issuer will deliver to the Indenture Trustee within 90 days after the end of each calendar year, an Officer’s Certificate, dated as of December 31 of the preceding year stating, as to the Responsible Person signing such Officer’s Certificate, that (a) a review of the Issuer’s activities and of its performance under this Indenture and the Indenture Supplements during the preceding calendar year has been made under such Responsible Person’s supervision and (b) to such Responsible Person’s knowledge, based on such review, the Issuer has complied in all material respects with all conditions and covenants to be complied with by the Issuer under this Indenture during the preceding calendar year, or, if there has been a failure to comply in any material respect that is continuing, specifying each such failure known to such Responsible Person and the nature and status of such failure.  If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer’s Certificate of the Issuer as to compliance, such Officer’s Certificate may be delivered on or before April 30 of each calendar year.  A copy of the Officer’s Certificate referred to in this Section 3.9 may be obtained by any Noteholder or Person certifying it is a Note Owner by a request to the Indenture Trustee at its Corporate Trust Office.  The Issuer’s obligation to deliver an Officer’s Certificate under this Section 3.9 will terminate upon the payment in full of the Notes.

Section 3.10.Consolidation and Merger; Sale of Assets.  The Issuer will not consolidate or merge with or into any other Person or transfer or convey all or substantially all of the assets included in the Collateral to any Person, unless:

(a)the Person (if other than the Issuer) formed by or surviving such consolidation or merger, or that acquires the properties and assets, (i) is organized and existing under the laws of the United States or any State and (ii) assumes, by an indenture supplemental to this Indenture, executed and delivered to the Indenture Trustee, in form reasonably satisfactory to the Indenture Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture to be performed or observed by the Issuer, all as provided in this Indenture;

(b)with respect to a transfer or conveyance of all or substantially all of the assets included in the Collateral, the Person that acquires the properties and assets agrees by means of the supplemental indenture executed and delivered pursuant to clause (a) (i) that all right, title and interest so conveyed or transferred will be subject and subordinate to the rights of the

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Noteholders, (ii) unless otherwise provided in such supplemental indenture, to indemnify, defend and hold harmless the Issuer from and against any costs, expenses, losses, damages, claims and liabilities (including attorneys’ fees) arising under or related to this Indenture, the Indenture Supplements and the Notes and (iii) that such Person will make all filings with the Securities and Exchange Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes;

(c)immediately after giving effect to such consolidation, merger, transfer or conveyance, no Default, Event of Default or Amortization Event will have occurred and be continuing;

(d)the Rating Agency Condition has been satisfied with respect to such consolidation, merger, transfer or conveyance;

(e)the Issuer has received an Opinion of Counsel (and has delivered copies of such Opinion of Counsel to the Indenture Trustee) to the effect that such consolidation, merger, transfer or conveyance will not cause (i) any security issued by the Issuer to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes;

(f)any action that is necessary to maintain the Lien and security interest created by this Indenture has been taken; and

(g)the Issuer has delivered to the Depositor, the Servicer, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each to the effect that such consolidation, merger, transfer or conveyance and such supplemental indenture comply with this Article III and that all conditions precedent in this Indenture relating to such consolidation, merger or sale have been complied with (including any filing required by the Exchange Act).

Section 3.11.Successor or Transferee.

(a)Upon any consolidation or merger of the Issuer in accordance with Section 3.10, the Person formed by or surviving such consolidation or merger (if other than the Issuer) will succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture and each Indenture Supplement with the same effect as if such Person had been named as the Issuer in this Indenture and each Indenture Supplement.

(b)Upon a transfer or conveyance of all or substantially all of the assets and properties of the Issuer pursuant to Section 3.10, the predecessor Issuer will be released from every covenant and agreement of this Indenture and each Indenture Supplement to be performed or observed by the predecessor Issuer with respect to the Notes immediately upon the delivery of notice to the Indenture Trustee stating that the predecessor Issuer is to be so released.

Section 3.12.No Other Activities.  The Issuer will not engage in any activities other than financing, acquiring, owning and pledging the Trust Property in the manner contemplated by the Transaction Documents and activities incidental to such activities.

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Section 3.13.Further Instruments and Acts.  Upon request of the Indenture Trustee, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out the purpose of this Indenture and the Indenture Supplements.

Section 3.14.Restricted Payments.

(a)The Issuer will not, directly or indirectly, (i) make any distribution (by reduction of capital or otherwise) to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer or to the Servicer or the Administrator, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose.

(b)Notwithstanding Section 3.14(a), the Issuer may make payments to the Servicer, the Back-up Servicer, the Administrator, the Owner Trustee, the Indenture Trustee, the Noteholders and the Depositors to the extent contemplated by the Transaction Documents.

(c)The Issuer will not, directly or indirectly, make payments to or distributions from the Collection Account, the Excess Funding Account, the Back-up Servicer Reserve Account or any Series Account except in accordance with this Indenture, the Indenture Supplements and the other Transaction Documents.

Section 3.15.Notice of Events of Default.  The Issuer will notify the Indenture Trustee, the Servicer and the Rating Agencies within five Business Days after a Responsible Person of the Issuer has actual knowledge of an Event of Default.

Section 3.16.Representations and Warranties of the Issuer as to Security Interest.  The Issuer represents and warrants to the Indenture Trustee as of the date of this Indenture and as of the Series Issuance Date for any Series:

(a)Except as may be permitted in the Transaction Documents, this Indenture creates a valid and continuing security interest (as defined in the applicable UCC) in the Collateral in favor of the Indenture Trustee, which security interest is prior to all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Issuer.

(b)The Seller has represented that it has taken all steps necessary to perfect the security interest against each obligor in the Vehicles securing the Receivables.

(c)All of the Permitted Investments have been and will be credited to a Securities Account.  The securities intermediary for each Securities Account has agreed to treat all assets credited to the Securities Accounts as “financial assets” within the meaning of the applicable UCC.  The Collateral (other than those Permitted Investments which have been credited to a Securities Account) constitutes “tangible chattel paper,” “accounts,” “payment intangibles” and/or “general intangibles” within the meaning of the applicable UCC.

(d)The Issuer owns and has good and marketable title to the Collateral free and clear of any Lien other than Permitted Liens.  The Issuer has received all consents and approvals

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required by the terms of the Collateral to Grant to the Indenture Trustee all of its interest and rights in the Collateral, except to the extent that any requirement for consent or approval is rendered ineffective under the applicable UCC.

(e)The Issuer has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest Granted in the Collateral to the Indenture Trustee.  Ford or Ford Credit has in its possession all original copies of the sale or financing agreements that constitute or evidence the Receivables and will hold all such agreements or related documents for the benefit of the Indenture Trustee.  Such agreements do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

(f)The Issuer has delivered to the Indenture Trustee a fully executed Control Agreement and, on each Closing Date for a Series, will deliver a fully executed Series Account Control Agreement, pursuant to which the securities intermediary has agreed to comply with all instructions originated by the Indenture Trustee relating to the related Securities Accounts without further consent by the Issuer.

(g)Other than the security interest Granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral.  The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering any part of the Collateral, other than any financing statements relating to the security interest Granted to the Indenture Trustee or financing statements relating to Permitted Liens.  The Issuer is not aware of any judgment or tax lien filings against it.

(h)The Securities Accounts are not in the name of any Person other than the Issuer or the Indenture Trustee.  The Issuer has not consented to the securities intermediary of any Securities Account complying with entitlement orders of any Person other than the Indenture Trustee.

(i)All financing statements filed or to be filed against the Issuer, or any assignor of which the Issuer is the assignee, in favor of the Indenture Trustee in connection with this Indenture describing the Collateral contain a statement substantially to the following effect: “The purchase of or grant of a security interest in any collateral described in this financing statement will violate the rights of the Secured Parties.”

The representations and warranties in this Section 3.16 (i) will survive the termination of this Indenture and any Indenture Supplement and (ii) may not be waived by the Indenture Trustee.

Section 3.17.Audits of the Issuer.  The Issuer agrees that, with reasonable prior notice, it will permit any authorized representative of the Indenture Trustee, the Servicer or the Administrator, during the Issuer’s normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Issuer relating to the performance of the Issuer’s obligations under this Indenture and the Indenture Supplements.  In

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addition, the Issuer will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Issuer’s officers and registered public accountants.  Each of the Indenture Trustee, the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence all such information except to the extent (a) disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) or (b) that the Indenture Trustee, the Servicer or the Administrator, as the case may be, reasonably determines that such disclosure is consistent with its obligations under this Indenture and the Indenture Supplements.

Section 3.18.Representations and Warranties of the Issuer.  The Issuer represents and warrants to the Indenture Trustee as of the date of this Indenture and as of the Series Issuance Date for any Series:

(a)Organization and Qualification.  The Issuer is a statutory trust duly formed, validly existing and in good standing under the laws of the State of Delaware.

(b)Power, Authorization and Enforceability.  The Issuer has the power and authority to execute, deliver and perform the terms this Indenture and the related Indenture Supplement.  The Issuer has authorized the execution, delivery and performance of the terms of this Indenture and such Indenture Supplement.  This Indenture and such Indenture Supplement is the legal, valid and binding obligation of the Issuer enforceable against the Issuer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)No Conflicts and No Violation.  The execution and delivery by the Issuer of this Indenture and the related Indenture Supplement, the consummation by the Issuer of the transactions contemplated by this Indenture and such Indenture Supplement and the compliance by the Issuer with this Indenture and such Indenture Supplement will not (i) violate any Delaware State law, governmental rule or regulation applicable to the Issuer or any judgment or decree binding on it or (ii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Issuer is a debtor or guarantor, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Issuer’s ability to perform its obligations under this Indenture and such Indenture Supplement.

(d)No Proceedings.  To the Issuer’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before any court or other governmental authority of the State of Delaware: (i) asserting the invalidity of any of the Transaction Documents or the Notes of the related Series, (ii) seeking to prevent the issuance of such Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Trust Property or the Issuer’s ability to perform its obligations under, or the validity or enforceability any of the Transaction Documents or such Notes.

(e)Investment Company Act.  The Issuer is not an “investment company” as defined in the Investment Company Act.

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ARTICLE IV
SATISFACTION AND DISCHARGE

Section 4.1.Satisfaction and Discharge of Indenture and Indenture Supplements.

(a)Subject to Section 4.1(b), this Indenture and the Indenture Supplement for a Series will cease to be of further effect with respect to the Notes of such Series, and the Indenture Trustee, upon Issuer Order and at the expense of the Issuer, will execute proper instruments, in form and substance reasonably satisfactory to the Indenture Trustee, acknowledging satisfaction and discharge of this Indenture (as it relates to such Series only) and such Indenture Supplement, if:

(i)all Notes of such Series that have been authenticated and delivered (other than (A) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.5 and (B) Notes for which payment money has been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.3) have been delivered to the Indenture Trustee for cancellation;

(ii)the Issuer has paid or caused to be paid all other sums payable by it relating to such Series under this Indenture and the related Indenture Supplement; and

(iii)the Issuer has delivered to the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel, each to the effect that all conditions precedent relating to the satisfaction and discharge of this Indenture and such Indenture Supplement pursuant to this Section 4.1(a) have been complied with.

(b)After the satisfaction and discharge of this Indenture and the Indenture Supplement for a Series pursuant to Section 4.1(a), this Indenture will continue with respect to such Series as to (i) rights of registration of transfer and exchange, (ii) replacement of mutilated, destroyed, lost or stolen Notes, (iii) the rights of Noteholders to receive payments of principal of and interest on the Notes, (iv) Sections 3.3, 3.4, 3.5, 3.7, 3.10, 3.12, 3.13, 3.14 and 3.15, (v) the rights, obligations and immunities of the Indenture Trustee under this Indenture and such Indenture Supplement and (vi) the rights of the Secured Parties as beneficiaries of this Indenture and such Indenture Supplement with respect to the property deposited with the Indenture Trustee payable to all or any of them for a period of two years following such satisfaction and discharge.

(c)Upon the satisfaction and discharge of this Indenture and the Indenture Supplement for a Series pursuant to this Section 4.1, at the request of the Owner Trustee, the Indenture Trustee will deliver to the Owner Trustee a certificate of a Responsible Person stating that all Noteholders of such Series have been paid in full.

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ARTICLE V
AMORTIZATION EVENTS; DEFAULTS; REMEDIES

Section 5.1.Amortization Events; Events of Default.

(a)Trust Amortization Events.  If any of the following events (each, a “Trust Amortization Event”) occurs:

(i)the failure by either Depositor to sell to the Issuer Receivables originated in Additional Accounts within ten Business Days after the date such Depositor is required to do so pursuant to Section 2.6(a) of the related Sale and Servicing Agreement;

(ii)the occurrence of an Insolvency Event with respect to either Depositor or, unless the Rating Agency Condition is satisfied with respect to the removal of Ford Credit or Ford from this clause (ii), the occurrence of an Insolvency Event with respect to Ford Credit or Ford; or

(iii)the Issuer becomes subject to regulation as an “investment company” within the meaning of the Investment Company Act;

then an Amortization Event with respect to all Series will be deemed to have occurred without any action on the part of the Indenture Trustee or the Noteholders immediately upon the occurrence of such event.  Upon the occurrence of an Amortization Event, an Early Amortization Period will commence for all Series and payment on the Notes of each Series will be made in accordance with the related Indenture Supplement.

(b)Events of Default.  The occurrence of any of the following events with respect to a Series will constitute an event of default for such Series (each, an “Event of Default”) under this Indenture and the related Indenture Supplement:

(i)failure to pay interest due and payable on any Note of such Series when the same becomes payable, and such failure continues for a period of 35 days; or

(ii)failure to pay the principal of any Note of such Series on its Final Maturity Date; or

(iii)failure to observe or perform any material covenant or agreement of the Issuer made in this Indenture or the related Indenture Supplement (other than covenants and agreements as to which the failure to observe or perform is specifically covered elsewhere in this Section 5.1(b)), or any representation or warranty of the Issuer made in this Indenture, the related Indenture Supplement or any Officer’s Certificate delivered in connection with such Series proves to have been incorrect in any material respect as of the time made and, in each case, such failure or incorrectness has an Adverse Effect on the Noteholders of such Series and continues for 60 days after notice was given to the Issuer by the Indenture Trustee or to the Issuer and the Indenture Trustee by the Noteholders of at least 25% of the Note Balance of such Series specifying such failure or incorrectness and requiring it to be remedied and stating that such notice is a “Notice of Default”; or

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(iv)the occurrence of an Insolvency Event with respect to the Issuer; or

(v)any other Event of Default with respect to such Series described in the related Indenture Supplement.

(c)The Issuer will notify the Indenture Trustee within five Business Days after a Responsible Person of the Issuer has actual knowledge of the occurrence of an event set forth in Section 5.1(b)(iii) or (iv) which with the giving of notice and the lapse of time would become an Event of Default with respect to a Series, which notice will describe such Default, the status of such Default and what action the Issuer is taking or proposes to take with respect to such Default.  The Issuer will send a copy of such notice to each Qualified Institution (if not the Indenture Trustee) maintaining the Collection Account, the Excess Funding Account or any Series Account for an affected Series.

(d)The Indenture Trustee will notify the Noteholders of any affected Series within five Business Days after a Responsible Person of the Indenture Trustee has actual knowledge of the occurrence of an Amortization Event or an Event of Default with respect to such Series.

Section 5.2.Acceleration of Maturity; Rescission.

(a)If an Event of Default with respect to a Series described in Section 5.1(b)(i), (ii), (iii) or (v) occurs and is continuing, the Indenture Trustee or the Noteholders of a majority of the Note Balance of such Series may declare all of the Notes of such Series to be immediately due and payable, by notice to the Issuer (and to the Indenture Trustee if given by the Noteholders).  Upon any such declaration, the unpaid Note Balance of the Notes of such Series, together with accrued and unpaid interest through the date of acceleration, will become immediately due and payable.  If an Event of Default described in Section 5.1(b)(iv) occurs, all unpaid principal of and accrued and unpaid interest on the Notes of each Series, and all other amounts payable in respect of each Series under this Indenture and the Indenture Supplements, will automatically become due and payable without any declaration or other act on the part of the Indenture Trustee or any Noteholder of any Series.  Upon any such declaration or automatic acceleration (i) the Indenture Trustee will promptly notify each Noteholder of each affected Series and each Qualified Institution (if not the Indenture Trustee) maintaining the Collection Account, the Excess Funding Account or any Series Account for an affected Series, and (ii) an Early Amortization Period for each affected Series will commence.

(b)The Noteholders of a majority of the Note Balance of each affected Series, by notice to the Issuer and the Indenture Trustee, may rescind a declaration of acceleration of maturity of the Notes of such Series and its consequences before a judgment or decree for payment of the amount due has been obtained by the Indenture Trustee as provided in this Article V in respect of such Series if:

(i)the Issuer has paid or deposited with the Indenture Trustee an amount sufficient to (A) pay all principal of and interest on the Notes of such Series and all other amounts that would then be due under this Indenture and the related Indenture Supplement or upon such Notes if the Event of Default with respect to such Series giving rise to such acceleration had not occurred, (B) pay all amounts owed to the Indenture

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Trustee under Section 6.7 in respect of such Series, and (C) pay all other outstanding fees and expenses of the Issuer in respect of or otherwise allocable to such Series, and

(ii)all Events of Default with respect to such Series, other than the non-payment of the principal of the Notes of such Series that has become due solely by such acceleration, have been cured or waived as provided in Section 5.14.

No such rescission will affect any subsequent default or impair any right resulting from such rescission.

Section 5.3.Collection of Indebtedness by the Indenture Trustee.

(a)The Issuer covenants that if an Event of Default with respect to a Series under Section 5.1(b)(i) or (ii) occurs and continues, the Issuer, upon demand of the Indenture Trustee, will pay to the Indenture Trustee, for the benefit of the Noteholders of such Series, such overdue amount with interest on any overdue principal at the rate of interest then applicable to the Notes of such Series and, to the extent lawful, with interest on any overdue interest at such interest rate.  In addition, the Issuer covenants to pay the costs and expenses of collection, including all amounts owed to the Indenture Trustee under Section 6.7 in respect of or otherwise allocable to such Series.

(b)If the Issuer fails to pay such amounts upon such demand, the Indenture Trustee, in its own name and as trustee of an express trust, may institute a Proceeding for the collection of the sums so due and unpaid, and may prosecute such Proceeding to final judgment, and may enforce the same against the Issuer and collect the monies adjudged to be payable in the manner provided by law out of the Collateral allocable to such Series.

Section 5.4.Trustee May File Proofs of Claim.

(a)If there is pending, relative to the Issuer, Proceedings under the Bankruptcy Code or any other federal or State bankruptcy, insolvency or other similar law, or in case a trustee, liquidator, receiver or similar official has been appointed for or taken possession of the Issuer or its property, the Indenture Trustee, irrespective of whether the Indenture Trustee has made any demand pursuant to Section 5.3, may:

(i)file and prove a claim or claims for the whole amount of principal and interest owing and unpaid in respect of the Notes and file such other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee on behalf of the Secured Parties allowed in such Proceedings (including any amounts due to the Indenture Trustee pursuant to Section 6.7);

(ii)unless prohibited by applicable law, vote on behalf of the Secured Parties in any election of a trustee, a standby trustee or a Person performing similar functions in any such Proceedings;

(iii)collect and receive any monies or other property payable or deliverable on any such claims and pay all amounts received with respect to the claims of the Secured Parties, including such claims asserted by the Indenture Trustee on their behalf; and

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(iv)file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Indenture Trustee and any Secured Parties allowed in any judicial proceedings relative to the Issuer, its creditors and its property.

Any trustee, liquidator, receiver or similar official in any such Proceeding is authorized by each Noteholder to make payments to the Indenture Trustee, and, if the Indenture Trustee consents to the making of payments directly to such Noteholders, to pay to the Indenture Trustee an amount sufficient to cover all amounts owed to the Indenture Trustee under Section 6.7.

(b)Except as provided in Section 5.4(a)(ii), this Indenture does not authorize the Indenture Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder to authorize the Indenture Trustee to vote in respect of the claim of any Noteholder in any such Proceeding.

Section 5.5.Trustee May Enforce Claims Without Possession of Notes.

(a)All rights of action and claims under this Indenture, any Indenture Supplement or under any of the Notes, may be enforced by the Indenture Trustee without the possession of any of the Notes or the production of any of the Notes in any Proceeding relative to any of the Notes, and any such Proceeding instituted by the Indenture Trustee will be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the amounts owed to the Indenture Trustee under Section 6.7, will be for the benefit of the Secured Parties in respect of which such judgment has been recovered.

(b)In any Proceeding brought by the Indenture Trustee (and any Proceeding involving the interpretation of this Indenture or any Indenture Supplement to which the Indenture Trustee is a party), the Indenture Trustee will be held to represent all the Noteholders of each affected Series, and it will not be necessary to make any Noteholder a party to any such Proceeding.

Section 5.6.Remedies; Priorities.

(a)If the Notes of a Series have been accelerated under Section 5.2(a), the Indenture Trustee may do one or more of the following (subject to Section 5.7), and will upon direction by the Noteholders of a majority of the Note Balance of such Series:

(i)institute a Proceeding in its own name and as trustee of an express trust for the collection of all amounts then payable on the Notes of such Series or under this Indenture and the related Indenture Supplement with respect to such Series, enforce any judgment obtained, and collect from the Issuer monies adjudged due;

(ii)institute a Proceeding for the complete or partial foreclosure of this Indenture with respect to all or any portion of the Collateral allocable to such Series;

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(iii)exercise any remedies of a secured party under the UCC and take any other action to protect and enforce the rights and remedies of the Indenture Trustee and the Noteholders of the affected Series; and

(iv)sell or otherwise liquidate all or any portion of the Collateral allocable to such Series at one or more public or private sales called and conducted in any manner permitted by law.

The Indenture Trustee will notify each affected Noteholder and the Depositors of any sale or liquidation pursuant to Section 5.6(a)(iv) at least 15 days before such sale or liquidation.  Any such Noteholder or either Depositor may submit a bid with respect to such sale or liquidation.

(b)Notwithstanding Section 5.6(a), the Indenture Trustee is prohibited from selling or otherwise liquidating the Collateral allocable to a Series unless, in respect of such Series:

(i)the Event of Default is described in Section 5.1(b)(i) or (ii);

(ii)the Event of Default is described in Section 5.1(b)(iii) or (v) and:

(A)the Noteholders representing 100% of the Note Balance of such Series consent to such sale or liquidation; or

(B)the proceeds of such sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the related Noteholders and other Secured Parties of such Series, including all principal of and accrued interest on the Outstanding Notes of such Series; or

(iii)the Event of Default is described in Section 5.1(b)(iv) and:

(A)the Noteholders representing 100% of the Note Balance of such Series consent to such sale or liquidation;

(B)the proceeds of such sale or liquidation are expected to be sufficient to pay in full all amounts owed by the Issuer to the related Noteholders and other Secured Parties of such Series, including all principal of and accrued interest on the Outstanding Notes of such Series; or

(C)the Indenture Trustee (1) determines (but will have no obligation to make such determination) that such Collateral will not continue to provide sufficient funds for the payment of all amounts owed to the Noteholders and other Secured Parties of such Series, as those payments would have become due if the Notes of such Series had not been declared due and payable, and (2) obtains the consent of Noteholders of at least 66-2/3% of the Note Balance of such Series.

In determining whether the condition specified in Section 5.6(b)(ii)(B), (iii)(B) or (iii)(C)(1) has been satisfied, the Indenture Trustee may, but need not, obtain and rely upon an opinion of a nationally recognized Independent investment banking firm or firm of certified

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public accountants as to the expected proceeds or as to the sufficiency of the relevant Collateral for such purpose.

(c)Any money or property collected by the Indenture Trustee pursuant to this Article V following the acceleration of the Notes of the affected Series pursuant to Section 5.3 (so long as such declaration have not been rescinded in accordance with Section 5.2(b)) will be treated as Collections and paid, together with any amounts then held in the Collection Account, Excess Funding Account or any Series Account for such Series, as payments to the Secured Parties of such Series in accordance with this Indenture and the related Indenture Supplement.  Following the sale of all of the Collateral allocable to a Series and the application of the amounts then held in the Collection Account, the Excess Funding Account and any Series Account for such Series as are allocated to such Series, such Series will no longer be entitled to any allocation of Collections or other property constituting the Collateral under this Indenture, the related Indenture Supplement and the Notes of such Series will no longer be Outstanding.

Section 5.7.Optional Preservation of the Collateral.  If the Notes of a Series have been accelerated under Section 5.2(a) and such declaration and its consequences have not been rescinded in accordance with Section 5.2(b), the Indenture Trustee may elect to maintain possession of the Collateral allocable to such Series.  It is the intention of the parties to this Indenture and the Noteholders that there at all times be sufficient funds derived from the Collateral for the payment of principal of and interest on the Notes.  The Indenture Trustee will take such intention into account when determining whether or not to maintain possession of all or any portion of the Collateral allocable to such Series.  In determining whether to maintain possession of all or any portion of the Collateral allocable to such Series, the Indenture Trustee may obtain and rely upon an opinion of a nationally recognized Independent investment banking firm or firm of certified public accountants as to the feasibility of such proposed action and as to the sufficiency of such Collateral for such purpose.

Section 5.8.Limitation on Suits.

(a)No Noteholder has any right to institute any Proceeding with respect to this Indenture or the related Indenture Supplement or for the appointment of a receiver or trustee, or for any other remedy under this Indenture or such Indenture Supplement, unless:

(i)such Noteholder has given notice to the Indenture Trustee of a continuing Event of Default;

(ii)the Noteholders of at least 25% of the Note Balance of each affected Series have requested the Indenture Trustee to institute such Proceeding in respect of such Event of Default in its own name as Indenture Trustee under this Indenture;

(iii)such Noteholders have offered reasonable indemnity satisfactory to the Indenture Trustee against any costs, expenses, losses, damages, claims and liabilities that may be incurred by the Indenture Trustee, or its agents, counsel, accountants and experts, in complying with such request;

(iv)the Indenture Trustee has failed to institute such Proceedings for 60 days after its receipt of such notice, request and offer of indemnity; and

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(v)the Noteholders of a majority of the Note Balance of each affected Series have not given the Indenture Trustee any direction inconsistent with such request during such 60 day period.

(b)No Noteholder has any right to affect, disturb or prejudice the rights of any other Noteholder or to obtain or to seek to obtain priority or preference over any other Noteholder or to enforce any right under this Indenture or any Indenture Supplement, except with respect to Notes of the same Series and in the manner provided in this Indenture and the related Indenture Supplement.

(c)If the Indenture Trustee receives conflicting requests pursuant to Section 5.8(a)(ii) from two or more groups of Noteholders of an affected Series, each evidencing less than a majority of the Note Balance of such Series, the Indenture Trustee in its sole discretion may determine what action, if any, will be taken.

Section 5.9.Unconditional Rights of Noteholders to Receive Principal and Interest.  Notwithstanding any other provision in this Indenture, each Noteholder has an absolute and unconditional right to receive payment of the principal of and any interest on its Note on or after the respective due dates expressed in such Note, in this Indenture or in the related Indenture Supplement, and to institute a Proceeding for the enforcement of any such payment in accordance with Section 5.8.  Such rights may not be impaired or affected without the consent of such Noteholder.

Section 5.10.Restoration of Rights and Remedies.  If, in respect of a Series, the Indenture Trustee or any Noteholder of such Series has instituted any Proceeding to enforce any right or remedy under this Indenture or the related Indenture Supplement and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Indenture Trustee or to such Noteholder, then the Issuer, the Indenture Trustee and the Noteholders of such Series, subject to any determination in such Proceeding, will be restored severally and respectively to their former positions under this Indenture and such Indenture Supplement, as the case may be, and subsequently all rights and remedies of the Indenture Trustee and such Noteholders in respect of such Series will continue as though no such Proceeding had been instituted.

Section 5.11.Rights and Remedies Cumulative.  No right or remedy conferred upon or reserved to the Indenture Trustee or to the Noteholders in this Indenture or an Indenture Supplement is intended to be exclusive of any other right or remedy, and every right and remedy, to the extent permitted by law, will be cumulative and in addition to every other right and remedy given under this Indenture or such Indenture Supplement or now or in the future existing at law or in equity or otherwise.  The assertion or employment of any right or remedy under this Indenture or an Indenture Supplement, or otherwise, will not prevent the concurrent assertion or employment of any other appropriate right or remedy.  The Indenture Trustee’s right to seek and recover judgment on the Notes of a Series or under this Indenture or a related Indenture Supplement will not be affected by the seeking, obtaining or application of any other relief in respect of such Series under or with respect to this Indenture or such Indenture Supplement.  Neither the Lien of this Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders of a Series will be impaired by the recovery of any judgment by the Indenture

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Trustee against the Issuer or by the levy of any execution under such judgment upon any of the Collateral.

Section 5.12.Delay or Omission Not a Waiver.  No delay or omission of the Indenture Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Event of Default will impair any such right or remedy or constitute a waiver of any such Default or Event of Default.  Every right and remedy conferred by this Article V or by law to the Indenture Trustee or to the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as the case may be.

Section 5.13.Control by Noteholders.  The Noteholders of a majority of the Note Balance of a Series have the right to direct the time, method and place of conducting any Proceeding in respect of such Series for any remedy available to the Indenture Trustee with respect to the related Notes or exercising any trust or power conferred on the Indenture Trustee with respect to the related Notes; provided, that:

(a)such direction does not conflict with any law or with this Indenture or the related Indenture Supplement;

(b)except as provided in Section 5.6(b), any direction to the Indenture Trustee to sell or liquidate the Collateral allocable to a Series must be made by the Noteholders of 100% of the Note Balance of such Series;

(c)if the Indenture Trustee elects to retain the Collateral allocable to a Series pursuant to Section 5.7, then any direction to the Indenture Trustee by Noteholders of less than 100% of the Note Balance of such Series to sell or liquidate such Collateral will be of no force and effect; and

(d)the Indenture Trustee may take any other action deemed proper by the Indenture Trustee that is not inconsistent with such direction from the Noteholders of a majority of the Note Balance of such Series.

Notwithstanding the rights of Noteholders of a Series set forth in this Section 5.13, the Indenture Trustee need not take any action that it determines might materially adversely affect the rights of any Noteholders of such Series not consenting to such action.

Section 5.14.Waiver of Defaults and Events of Default.

(a)The Noteholders of a majority of the Note Balance of a Series may waive any Default or Event of Default with respect to such Series and its consequences except an Event of Default (i) in the payment of principal of or interest on any of the Notes of such Series (other than an Event of Default relating to failure to pay principal due only by reason of acceleration) or (ii) in respect of a covenant or provision of this Indenture or the related Indenture Supplement that cannot be amended, supplemented or modified without the consent of all Noteholders of such Series.

(b)Upon any such waiver, such Default or Event of Default with respect to a Series will be deemed not to have occurred for every purpose of this Indenture and the related Indenture

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Supplement.  No such waiver will extend to any other Default or Event of Default with respect to such Series or impair any right relating to any other Default or Event of Default with respect to such Series.

Section 5.15.Undertaking for Costs.  The parties to this Indenture agree, and each Noteholder by such Noteholder’s acceptance of a Note will be deemed to have agreed, that a court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this Indenture or an Indenture Supplement, or in any Proceeding against the Indenture Trustee for any action taken, suffered or omitted by it as Indenture Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding, and that such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees, against any party litigant in such Proceeding.  This Section 5.15 will not apply to (a) any Proceeding instituted by the Indenture Trustee, (b) any Proceeding instituted by any Noteholder or group of Noteholders holding more than 10% of the Note Balance of a Series, or (c) any Proceeding instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective due dates expressed in such Note, in this Indenture or in the related Indenture Supplement.

Section 5.16.Waiver of Stay or Extension Laws.  The Issuer covenants (to the extent that it may lawfully do so) that it will not insist upon, or plead or in any manner claim, or take the benefit or advantage of, any stay or extension that may affect the covenants or the performance of this Indenture or any Indenture Supplement, and the Issuer (to the extent that it may lawfully do so) waives all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede the execution of any power in this Indenture or any Indenture Supplement granted to the Indenture Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

Section 5.17.Performance and Enforcement of Certain Obligations.

(a)At the Administrator’s expense, the Issuer will promptly take all such lawful action as the Indenture Trustee may request to (i) compel the performance by (A) the Depositors and the Servicer of their obligations to the Issuer under the Sale and Servicing Agreements or (B) the Seller and the Depositors of their obligations under the Receivables Purchase Agreements and (ii) exercise any and all rights, remedies, powers, privileges and claims lawfully available to the Issuer under such agreements to the extent and in the manner directed by the Indenture Trustee.

(b)If an Event of Default with respect to a Series has occurred and is continuing, the Indenture Trustee may, and at the direction of the Noteholders of at least 66-2/3% of the Note Balance of the affected Series will, exercise all rights, remedies, powers, privileges and claims of the Issuer against (i) the Depositors and the Servicer under the Sale and Servicing Agreements or (ii) the Seller and the Depositors under the Receivables Purchase Agreements, including the right or power to take any action to compel or secure performance or observance by such Persons of their obligations to the Issuer under such agreements, and to give any consent, request, notice, direction, approval, extension or waiver under such agreements, and any right of the Issuer to take such action will be suspended.

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ARTICLE VI
THE INDENTURE TRUSTEE

Section 6.1.Duties of Indenture Trustee.

(a)If an Event of Default has occurred and is continuing, the Indenture Trustee will exercise the rights and powers vested in it by this Indenture and each Indenture Supplement and use the same degree of care and skill in their exercise as a prudent person would use under the circumstances in the conduct of such person’s own affairs.

(b)Except during the continuance of an Event of Default:

(i)the Indenture Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and the Indenture Supplements and no implied covenants or obligations are to be read into this Indenture against the Indenture Trustee; and

(ii)in the absence of bad faith or negligence on its part, the Indenture Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions furnished to it, upon any certificates or opinions furnished to it and, if required by this Indenture or any Indenture Supplement, conforming to the requirements of this Indenture or such Indenture Supplement; provided that the Indenture Trustee will examine any such certificates and opinions to determine whether or not they conform to the requirements of this Indenture or such Indenture Supplement.

(c)The Indenture Trustee will not be relieved from liability for its own willful misconduct, negligent action or negligent failure to act, except that:

(i)this Section 6.1(c) does not limit the effect of Section 6.1(b);

(ii)the Indenture Trustee will not be liable for any error of judgment made in good faith by a Responsible Person unless it is proved that the Indenture Trustee was negligent in ascertaining the pertinent facts; and

(iii)the Indenture Trustee will not be liable for any action it takes or omits to take in good faith in accordance with this Indenture or a direction received by it pursuant to Sections 5.13 and 5.17(b).

(d)The Indenture Trustee will not be liable for interest on any money received by it except as the Indenture Trustee may agree in writing with the Issuer.

(e)Money held in trust by the Indenture Trustee need not be segregated from other funds except to the extent required by law, this Indenture, the Indenture Supplements or the other Transaction Documents.

(f)Every provision of this Indenture relating to the conduct of, affecting the liability of or affording protection to the Indenture Trustee is subject to this Section 6.1 and to the TIA.

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(g)The Indenture Trustee will not be charged with knowledge of any Default or any Event of Default with respect to a Series unless either (i) a Responsible Person of the Indenture Trustee has actual knowledge of such Default or Event of Default or (ii) notice of such Default or Event of Default has been given to the Indenture Trustee in accordance with this Indenture or the related Indenture Supplement.

(h)The rights, privileges, protections, immunities and benefits given to the Indenture Trustee, including its right to be indemnified, are extended to, and will be enforceable by, the Indenture Trustee in each of its capacities under this Indenture and the other Transaction Documents.

Section 6.2.Rights of Indenture Trustee.

(a)The Indenture Trustee may conclusively rely and will be protected in acting or refraining from acting upon any certificate, instrument, opinion, report, notice, request, direction, consent or other document believed by it to be genuine and which appears on its face to be properly executed and signed or presented by the proper Person.  The Indenture Trustee need not investigate any fact or matters stated in any such document.

(b)Before the Indenture Trustee acts or refrains from acting, it may require an Officer’s Certificate or an Opinion of Counsel.  The Indenture Trustee will not be liable for any action it takes or omits to take in good faith in reliance on an Officer’s Certificate or Opinion of Counsel.

(c)The Indenture Trustee may exercise any of its rights or powers under this Indenture or any Indenture Supplement or perform any duties under this Indenture or any Indenture Supplement either directly or by or through agents or attorneys or a custodian or nominee, and the Indenture Trustee will not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, counsel, custodian or nominee appointed with due care by it under this Indenture or any Indenture Supplement.

(d)The Indenture Trustee will not be liable for any action it takes or omits to take in good faith which it believes to be authorized or within its rights or powers if such action or omission by the Indenture Trustee does not constitute negligence.

(e)The Indenture Trustee may consult with counsel, and the advice or opinion of counsel with respect to legal matters relating to this Indenture, the Indenture Supplements and the Notes will be full and complete authorization and protection from liability with respect to any action taken or not taken by the Indenture Trustee under this Indenture or any Indenture Supplement in good faith and in accordance with the advice or opinion of such counsel.

(f)The Indenture Trustee is under no obligation to (i) exercise any of the rights or powers vested in it by this Indenture or any Indenture Supplement or to expend or risk its own funds or otherwise incur financial liability in the performance of its duties under this Indenture or any Indenture Supplement if it has reasonable grounds to believe that repayment of funds advanced by it or adequate indemnity satisfactory to it against such risk or liability is not reasonably assured to it or (ii) honor the request or direction of any of the Noteholders pursuant to this Indenture or the related Indenture Supplement unless such Noteholders have offered to the

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Indenture Trustee reasonable security or indemnity satisfactory to it from and against the reasonable costs, expenses, disbursements, advances and liabilities that might be incurred by the Indenture Trustee, or its agents, counsel, accountants and experts, in complying with such request or direction.

(g)The Indenture Trustee will not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture or any Indenture Supplement arising out of or caused by, directly or indirectly, forces beyond its control, including strikes, work stoppages, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, but the Indenture Trustee will use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

(h)The Indenture Trustee will not be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including loss of profit) irrespective of whether the Indenture Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

Section 6.3.Individual Rights of Indenture Trustee.  The Indenture Trustee, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Issuer or any of its Affiliates with the same rights it would have if it were not Indenture Trustee.  Any Note Paying Agent, Note Registrar, Authenticating Agent, co-registrar or co-paying agent under this Indenture or any Indenture Supplement may do the same with like rights.

Section 6.4.Indenture Trustee’s Disclaimer.  The Indenture Trustee (a) will not be responsible for, and makes no representation or warranty as to, the validity or adequacy of this Indenture, any Indenture Supplement or the Notes and (b) will not be accountable for the Issuer’s use of the proceeds from the Notes, or responsible for any statement of the Issuer in this Indenture, or any Indenture Supplement or in any document issued in connection with the sale of the Notes or in the Notes other than the Indenture Trustee’s certificate of authentication.

Section 6.5.Notice of Defaults.  Within 90 days of a Responsible Person of the Indenture Trustee obtaining actual knowledge of, or receiving notice of, any Default under this Indenture, the Indenture Trustee will mail as described in Section 313(c) of the TIA to each Noteholder, notice of such Default, unless such Default has been cured or waived; provided that (a) except in the case of a Default in the payment of principal of or interest on any Note, the Indenture Trustee may withhold such notice if and so long as a committee of its Responsible Persons in good faith determines that the withholding of such notice is in the interests of the Noteholders of the affected Series and (b) in the case of any Default with respect to a Series specified in Section 5.1(b)(iii), the Indenture Trustee will not give notice to the related Noteholders until at least 30 days after a Responsible Person of the Indenture Trustee has obtained actual knowledge of, or has received notice of, such Default.

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Section 6.6.Reports by Indenture Trustee.

(a)Upon delivery to the Indenture Trustee by the Servicer of the information prepared by the Servicer pursuant to Section 3.4 of the Sale and Servicing Agreements to enable each Noteholder to prepare its federal and State income tax returns, the Indenture Trustee will deliver the relevant portions of such information to each Noteholder of record as of the most recent Record Date (which delivery may be made by making such information available to the Noteholders through the Indenture Trustee’s website, which initially is located at www.absreporting.com).

(b)On each Payment Date, the Indenture Trustee will deliver the Monthly Investor Report to each Noteholder of record as of the most recent Record Date (which delivery may be made by e-mail to the e-mail addresses in the Note Register without need for confirmation of receipt or by making such report available to the Noteholders through the Indenture Trustee’s website, which initially is located at www.absreporting.com).

(c)If required by Regulation AB and requested by either Depositor or the Servicer, the Indenture Trustee will deliver to the Depositors, the Owner Trustee and the Servicer on or before March 1 of each year, an Officer’s Certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Person of the Indenture Trustee (i) to the effect that (A) a review of the Indenture Trustee’s activities during the preceding calendar year and of its performance under this Indenture has been made under such Responsible Person’s supervision and (B) to such Responsible Person’s knowledge, based on such review, the Indenture Trustee has fulfilled in all material respects all of its obligations under this Indenture and the Indenture Supplements throughout such calendar year, or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Person and the nature and status of such failure and (ii) certifying to matters related to the Indenture Trustee as required under Form 10-K under the Exchange Act.  If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer’s Certificate of the Indenture Trustee as to compliance, such Officer’s Certificate may be delivered on or before April 1 of each calendar year.

(d)If required under Regulation AB, the Indenture Trustee will:

(i)deliver to the Depositors, the Owner Trustee and the Servicer, a report, dated as of December 31 of the preceding calendar year, on its assessment of compliance with the minimum servicing criteria described in Items 1122(d)(2)(i), (2)(ii), (2)(iv), (2)(v), (3)(ii) (with respect to remittances only) and (3)(iv) of Regulation AB (the “Applicable Servicing Criteria”) during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the Indenture Trustee, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act.  Such report on assessment will be addressed to the board of directors of the Servicer and to the Depositors and Owner Trustee; and

(ii)cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act to deliver to the Depositors, Owner Trustee and the Servicer an attestation report that

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satisfies the requirements of Rule 13a-18 or Rule 15d-18 under the Exchange Act, as applicable, on the assessment of compliance with the Applicable Servicing Criteria with respect to the prior calendar year.  Such attestation report will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.  The firm may render other services to the Indenture Trustee, but the firm must indicate in each attestation report that it is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act.

The reports referred to in this Section 6.6(d) will be delivered on before March 1 of each year, in a format suitable for filing with the Securities and Exchange Commission on EDGAR, unless the Issuer is not required to file periodic reports under the Exchange Act or any other law, in which case the reports will be delivered on or before April 1 of each calendar year.

(e)Each of the parties agrees that (i) the obligations of the parties under Sections 6.6(c) and (d) will be interpreted in such a manner as to accomplish compliance with Regulation AB and (ii) the parties’ obligations under Sections 6.6(c) and (d) will be deemed to be supplemented and modified as necessary to be consistent with any such amendments, interpretive guidance provided by the Securities and Exchange Commission or its staff or established market practice among participants in the asset-backed securities markets in respect of the requirements of Regulation AB, and the parties will comply with reasonable requests made by the Depositors, the Servicer or the Indenture Trustee in good faith for delivery of additional or different information required to comply with the provisions of Regulation AB.

If the parties to this Indenture determine to further clarify or amend Sections 6.6(c) or (d), this Indenture may be amended to reflect the new agreement between the parties covering matters in Sections 6.6(c) or (d) pursuant to Section 9.1(a), which amendment will not require the delivery of any Opinions of Counsel or satisfaction of the Rating Agency Condition.

Section 6.7.Compensation and Indemnity.

(a)The Issuer will pay the Indenture Trustee as compensation for the Indenture Trustee’s services under this Indenture and the Indenture Supplements such fees as have been separately agreed upon on the date of this Indenture between the Issuer and the Indenture Trustee.  The Indenture Trustee’s compensation will not be limited by any law on compensation of a trustee of an express trust.  The Issuer will reimburse the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by the Indenture Trustee, including costs of collection, and the reasonable compensation, expenses and disbursements of the Indenture Trustee’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Indenture Trustee through the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment).

(b)The Issuer will, or will cause the Administrator to, indemnify, defend and hold harmless the Indenture Trustee, and its respective officers, directors, employees and agents, from and against any and all costs, expenses, losses, damages, claims and liabilities (including the reasonable compensation, expenses and disbursements of the Indenture Trustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of and the performance of its duties under this Indenture or any Indenture Supplements, including the costs

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and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under this Indenture or any Indenture Supplement, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Indenture Trustee through the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) arising out of the Indenture Trustee’s breach of any of its representations or warranties set forth in this Indenture or any Indenture Supplement.

(c)Promptly upon receipt by the Indenture Trustee, or any of its officers, directors, employees and agents (each, an “Indemnified Person”), of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made under Section 6.7(b), notify the Issuer and the Administrator of the commencement of such Proceeding.  Failure by the Indenture Trustee to so notify the Issuer and the Administrator will not relieve the Issuer or the Administrator of its obligations under this Section 6.7; provided that neither the Issuer nor the Administrator has been materially prejudiced by such failure to so notify and notice is given within 180 days of a Responsible Person of the Indenture Trustee learning of such Proceeding.  The Issuer, or, if Issuer so causes, the Administrator, may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Issuer or the Administrator, as applicable, and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned.  After notice from the Issuer or the Administrator, as applicable, to the Indemnified Person of the intention of the Issuer or the Administrator, as applicable, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the Administrator, as applicable, so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the Issuer nor the Administrator will be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer or the Administrator, as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Issuer or the Administrator, will pay for the separate counsel to the Indemnified Person.

(d)The obligations of the Issuer and the Administrator to the Indenture Trustee pursuant to this Section 6.7 will survive the resignation or removal of the Indenture Trustee and the discharge of this Indenture or any Indenture Supplement.  Expenses incurred by the Indenture Trustee after the occurrence of a Default specified in Section 5.1(b)(iv) are intended to constitute expenses of administration under the Bankruptcy Code or any other applicable federal or State bankruptcy, insolvency or similar law.

Section 6.8.Replacement of Indenture Trustee.

(a)No resignation or removal of the Indenture Trustee, and no appointment of a successor Indenture Trustee, will become effective until the acceptance of appointment by the successor Indenture Trustee pursuant to this Section 6.8.  Subject to the preceding sentence, the Indenture Trustee may resign by notifying the Issuer.  The Noteholders of a majority of the Note Balance of the Notes may remove the Indenture Trustee without cause by notifying the Indenture Trustee and the Issuer and may appoint a successor Indenture Trustee.

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(b)The Issuer must remove the Indenture Trustee if:

(i)the Indenture Trustee fails to comply with Section 6.11;

(ii)an Insolvency Event occurs with respect to the Indenture Trustee; or

(iii)the Indenture Trustee becomes legally unable to act or otherwise incapable of acting as Indenture Trustee.

(c)If the Indenture Trustee resigns or is removed or if a vacancy exists in the office of Indenture Trustee for any reason, the Issuer must appoint a successor Indenture Trustee promptly.

(d)Any successor Indenture Trustee will deliver a written acceptance of its appointment to the retiring Indenture Trustee, the Issuer and the Administrator.  Upon delivery of such acceptance, the resignation or removal of the retiring Indenture Trustee will become effective, and the successor Indenture Trustee will have all the rights, powers, duties and obligations of the Indenture Trustee under this Indenture and each Indenture Supplement.  The Issuer will continue to pay all amounts owed to the retiring Indenture Trustee in accordance with Sections 6.7 and 8.2 following the retiring Indenture Trustee’s resignation or removal until all such amounts are paid.  The successor Indenture Trustee will deliver a notice of its succession to the Secured Parties.  The retiring Indenture Trustee will promptly transfer all property held by it as Indenture Trustee to the successor Indenture Trustee.

(e)If a successor Indenture Trustee does not take office within 60 days after the retiring Indenture Trustee tenders its resignation or is removed, the retiring Indenture Trustee, the Issuer or the Noteholders of a majority of the Note Balance of the Notes may petition any court of competent jurisdiction for the appointment of a successor Indenture Trustee.

(f)Notwithstanding the replacement of the retiring Indenture Trustee pursuant to this Section 6.8, any obligations of the Issuer and the Administrator owing to the retiring Indenture Trustee under Section 6.7 will continue for the benefit of the retiring Indenture Trustee.

Section 6.9.Successor Indenture Trustee by Merger.

(a)If the Indenture Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation or banking association will be the successor Indenture Trustee so long as such corporation or banking association is otherwise qualified and eligible under Section 6.11.  The Indenture Trustee will promptly notify the Servicer and the Issuer (who will notify the Rating Agencies) of any such transaction.

(b)If, at the time any such successor by merger, conversion or consolidation to the Indenture Trustee succeeds to the trusts created by this Indenture, any of the Notes have been authenticated but not delivered, such successor may adopt the certificate of authentication of any predecessor Indenture Trustee and deliver such Notes so authenticated.  If at such time any of the Notes have not been authenticated, any successor to the Indenture Trustee may authenticate such Notes either in the name of any predecessor Indenture Trustee or in the name of such successor

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Indenture Trustee.  In all such cases, such certificates will have the same force and effect provided for anywhere in the Notes or in this Indenture or any Indenture Supplement as the certificate of the predecessor Indenture Trustee.

Section 6.10.Appointment of Separate Indenture Trustee or Co-Indenture Trustee.

(a)For the purpose of meeting any legal requirement of any jurisdiction in which any part of the Collateral may at the time be located, after delivering notice to the Issuer and the Servicer, the Indenture Trustee may appoint one or more Persons to act as a separate trustee or separate trustees, or co-trustee or co-trustees, of all or any part of the Collateral, and to vest in such Persons, in such capacity and for the benefit of the Secured Parties, such title to all or any part of the Collateral, and, subject to this Section 6.10, such rights, powers, duties and obligations as the Indenture Trustee may consider necessary or desirable.  No separate trustee or co-trustee will be required to meet the terms of eligibility as a successor trustee under Section 6.11 and no notice to the Secured Parties of the appointment of any separate trustee or co-trustee will be required under Section 6.8.

(b)Every separate trustee and co-trustee will, to the extent permitted by law, be appointed and act subject to the following:

(i)all rights, powers, duties and obligations conferred or imposed upon the Indenture Trustee will be conferred or imposed upon and exercised or performed by the Indenture Trustee, or the Indenture Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee will not be authorized to act separately without the Indenture Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed the Indenture Trustee will be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to all or any portion of the Collateral in any such jurisdiction) will be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Indenture Trustee;

(ii)no trustee will be personally liable by reason of any act or omission of any other trustee under this Indenture or any Indenture Supplement; and

(iii)the Indenture Trustee may accept the resignation of or remove any separate trustee or co-trustee.

(c)Any notice, request or other writing given to the Indenture Trustee will be deemed to have been given to each appointed separate trustee and co-trustee, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee will refer to this Indenture and the conditions of this Section 6.10.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will be vested with the estates or property specified in its instrument of appointment, either jointly with the Indenture Trustee or separately, as may be provided in such instrument of appointment, subject to this Indenture and any Indenture Supplement.  Every such instrument will be filed with the Indenture Trustee.

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(d)Any separate trustee or co-trustee may appoint the Indenture Trustee as its agent or attorney-in-fact with power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture or any Indenture Supplement on its behalf and in its name.  If any separate trustee or co-trustee dies, becomes incapable of acting, resigns or is removed, all of its estates, properties, rights, remedies and trusts will vest in and be exercised by the Indenture Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 6.11.Eligibility; Disqualification.  The Indenture Trustee must satisfy the requirements of Section 310(a) of the TIA and must comply with Section 310(b) of the TIA.  The Indenture Trustee or its parent must have a combined capital and surplus of at least $50,000,000 as set forth in its most recent annual published report of condition and must have a long-term debt rating of investment grade by each of the Rating Agencies or must otherwise be acceptable to each of the Rating Agencies.  Within ten days after the Indenture Trustee fails to satisfy any of the requirements set forth in this Section 6.11 or ceases to be a Qualified Institution, the Indenture Trustee will notify the Issuer and the Servicer of such failure.

Section 6.12.Preferential Collection of Claims Against Issuer.  The Indenture Trustee will comply with Section 311(a) of the TIA, excluding any creditor relationship listed in Section 311(b) of the TIA.  An Indenture Trustee who has resigned or been removed will be subject to Section 311(c) of the TIA.

Section 6.13.Audits of the Indenture Trustee.  The Indenture Trustee agrees that, with reasonable prior notice, it will permit any authorized representative of the Issuer, the Servicer or the Administrator, during the Indenture Trustee’s normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Indenture Trustee relating to (a) the performance of the Indenture Trustee’s obligations under this Indenture and the Indenture Supplements, (b) any payments of fees and expenses of the Indenture Trustee in connection with such performance and (c) any claim made by the Indenture Trustee under this Indenture or any Indenture Supplement.  In addition, the Indenture Trustee will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Indenture Trustee’s officers and employees.  Each of the Issuer, the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Servicer or the Administrator, as the case may be, may reasonably determine that such disclosure is consistent with its obligations under this Indenture or any Indenture Supplement.  The Indenture Trustee will maintain all such pertinent books, records, reports and other documents and materials for a period of two years after the termination of its obligations under this Indenture.

Section 6.14.Representations and Warranties of the Indenture Trustee.  The Indenture Trustee represents and warrants to the Issuer as of the date of this Indenture and as of the Series Issuance Date for any Series that:

(a)Organization and Qualification.  The Indenture Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of the State of New York.  The Indenture Trustee is qualified as a foreign banking corporation in good standing and has

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obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture, the Indenture Supplements or the other Transaction Documents to which it is a party.

(b)Power, Authorization and Enforceability.  The Indenture Trustee has the power and authority to execute deliver and perform the terms of this Indenture and the Indenture Supplements.  The Indenture Trustee has authorized the execution, delivery and performance of this Indenture and each Indenture Supplement.  This Indenture and each Indenture Supplement is the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equitable principles.

(c)No Conflicts and No Violation.  The execution and delivery by the Indenture Trustee of this Indenture and each Indenture Supplement, the consummation by the Indenture Trustee of the transactions contemplated by this Indenture and each Indenture Supplement and the compliance by the Indenture Trustee with this Indenture and each Indenture Supplement will not (i) violate any federal or New York State law, governmental rule or regulation governing the banking or trust powers of the Indenture Trustee or any judgment or order binding on it or (ii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under its charter documents or by-laws or any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Indenture Trustee is a debtor or guarantor or (iii) violate any law or, to the Indenture Trustee’s knowledge, any order, rule, or regulation applicable to the Indenture Trustee of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under this Indenture or any Indenture Supplement.

(d)No Proceedings.  To the Indenture Trustee’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Indenture Trustee or its properties: (i) asserting the invalidity of any of this Indenture, any Indenture Supplement or any other Transaction Document, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Indenture Trustee’s ability to perform its obligations under, or the validity or enforceability of, this Indenture or any Indenture Supplement.

(e)Eligibility.  The Indenture Trustee satisfies the requirements of Section 310(a) of the TIA and is a Qualified Institution.  The Indenture Trustee or its parent has a combined capital and surplus of at least $50,000,000 as set forth in its most recent annual published report of condition.

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(f)Information Provided by the Indenture Trustee.  The information provided by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee is true and correct in all material respects.

Section 6.15.Duty to Update Disclosure.  The Indenture Trustee will notify and provide information, and certify such information in an Officer’s Certificate, to the Depositors upon any event or condition relating to the Indenture Trustee or actions taken by the Indenture Trustee that (a) (i)is required to be disclosed by the Depositors under Item 2 (the institution of, material developments in, or termination of legal proceedings against The Bank of New York Mellon that are material to Noteholders) of Form 10-D under the Exchange Act within five days of such occurrence or (ii) either Depositor reasonably requests of the Indenture Trustee that such Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of such request or (b) (i) is required to be disclosed under Item 5 (submission of matters to a vote of Noteholders) of Form 10-D under the Exchange Act within five days of a Responsible Person of the Indenture Trustee becoming aware of such submission, (ii) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of The Bank of New York Mellon as Indenture Trustee) or Item 6.04 (failure to make a distribution when required) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Indenture Trustee becoming aware of such occurrence or (iii) causes the information provided by the Indenture Trustee in any certificate delivered by a Responsible Person of the Indenture Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Indenture Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Indenture Trustee becoming aware thereof.

Section 6.16.Indenture Trustee Indemnification.  The Indenture Trustee agrees to indemnify and hold harmless the Issuer and the Depositors from and against, any and all claims, losses, liabilities, actions, suits, judgments, demands, damages, costs or expenses (including reasonable fees and expenses of attorneys) of any nature resulting solely from or directly related to a breach of any of the delivery obligations of the Indenture Trustee contained in Sections 6.6(d)(i) and 6.15 of this Agreement.

ARTICLE VII
NOTEHOLDERS’ LISTS AND REPORTS

Section 7.1.Names and Addresses of Noteholders.  If the Indenture Trustee is not the Note Registrar, the Issuer will furnish a list of the names and addresses of the Noteholders of any Notes to the Indenture Trustee (a) not more than five days after each Record Date, as of such Record Date and (b) not more than 30 days after receipt by the Issuer of a request from the Indenture Trustee, as of a date not more than ten days before the time such list is furnished.  If the Indenture Trustee is the Note Registrar, the Indenture Trustee, upon the request of the Owner Trustee, will furnish within ten days to the Owner Trustee a list of Noteholders of all Notes as of the date specified by the Owner Trustee.

Section 7.2.Preservation of Information; Communications to Noteholders.

(a)The Indenture Trustee will preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list

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furnished to the Indenture Trustee pursuant to Section 7.1 and the names and addresses of Noteholders received by the Indenture Trustee in its capacity as Note Registrar.  The Indenture Trustee may destroy any list furnished to it pursuant to Section 7.1 upon receipt of a new list.

(b)Noteholders may communicate pursuant to Section 312(b) of the TIA with other Noteholders with respect to their rights under this Indenture, the related Indenture Supplement or under the related Notes.

(c)The Issuer, the Indenture Trustee and the Note Registrar will have the protection of Section 312(c) of the TIA.

Section 7.3.Reports by Issuer.

(a)The Issuer will:

(i)file with the Indenture Trustee, within 15 days after the Issuer is required to file the same with the Securities and Exchange Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Securities and Exchange Commission may prescribe) that the Issuer is required to file with the Securities and Exchange Commission pursuant to Section 13 or 15(d) of the Exchange Act;

(ii)file with the Indenture Trustee and the Securities and Exchange Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture, as may be prescribed by the Securities and Exchange Commission; and

(iii)supply to the Indenture Trustee such information, documents and reports (or summaries) required to be filed by the Issuer pursuant to Section 7.3(a)(i) and (ii) as may be required by rules and regulations prescribed by the Securities and Exchange Commission.

(b)The Indenture Trustee will mail as described in TIA Section 313(c) to all Noteholders the information, documents and reports (or summaries) supplied to the Indenture Trustee pursuant to Section 7.3(a).

(c)Unless the Issuer otherwise determines, the fiscal year of the Issuer will be the calendar year.

Section 7.4.Reports by Indenture Trustee.

(a)Within 90 days after each April 15, beginning in the year after the Closing Date, the Indenture Trustee will prepare and mail to each Noteholder a report dated as of such April 15 that complies with Section 313(a) of the TIA, but only if such report is required pursuant Section 313(a) of the TIA.  The Indenture Trustee will also prepare and mail to Noteholders any report required pursuant to Section 313(b) of the TIA.  Any report mailed to the Noteholders pursuant to this Section 7.4(a) will be mailed in compliance with Section 313(c) of the TIA.

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(b)The Indenture Trustee will file with the Securities and Exchange Commission and any stock exchange on which the Notes are listed a copy of each report delivered pursuant to Section 7.4(a) at the time of its mailing to Noteholders.  The Issuer will notify the Indenture Trustee if and when the Notes are listed on any stock exchange.

Section 7.5.Notice by Publication.  In addition to notices required to be given in any other manner under this Indenture, all notices required to be given to the Noteholders will be effected by publication at least once, if any Notes are listed on a stock exchange and the rules of such stock exchange so require, in a publication meeting the requirements of such stock exchange.  The Issuer will notify the Indenture Trustee if notice by publication is required.

ARTICLE VIII
ALLOCATION AND APPLICATION OF COLLECTIONS; SERIES ACCOUNTS

Section 8.1.Collection of Money.  In respect of each Series and except as otherwise provided in this Indenture and in the Indenture Supplement for any Series, the Indenture Trustee may demand payment or delivery of, and will receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Indenture Trustee pursuant to this Indenture, any Indenture Supplement and any other Transaction Document.  The Indenture Trustee will hold all such money and other property received by it in trust for the Noteholders and the other Secured Parties and apply it as provided in this Indenture and the Indenture Supplements.  Except as otherwise provided in this Indenture, if any default occurs in the making of any payment or performance under the Sale and Servicing Agreements or any other Transaction Document, the Indenture Trustee may, and upon the request of the Noteholders of a majority of the Note Balance of the Notes must, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings.  Any such action will be without prejudice to any right to declare an Amortization Event or a Default or Event of Default under this Indenture and to proceed as provided in Article V after the occurrence of such event.

Section 8.2.Rights of Noteholders.  The Notes represent obligations of the Issuer secured by the Collateral, which, with respect to each Series, will consist of the right to receive, to the extent necessary to make the required payments with respect to the Notes of such Series at the times and in the amounts specified in the related Indenture Supplement, (a) the portion of Collections allocable to and pledged for the benefit of the Noteholders of such Series pursuant to this Indenture and the related Indenture Supplement, (b) funds and other property credited to the Collection Account and the Excess Funding Account allocable to the Noteholders of such Series pursuant to this Indenture and such Indenture Supplement, (c) funds and other property credited to any related Series Account, and (d) any other funds and other property described in such Indenture Supplement.  The Notes of any Series or Class will not be secured by any interest in any Series Account or any other funds and other property pledged solely for the benefit of the Noteholders of any other Series or Class or to amounts allocable to the Depositor Interest.

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Section 8.3.Establishment of Trust Accounts.

(a)Collection Account.  The Indenture Trustee will establish and maintain a Qualified Account in the name of the Indenture Trustee, on behalf of the Issuer, bearing a designation clearly indicating that the funds and other property credited to such Qualified Account are held for the benefit of the Secured Parties (the “Collection Account”).  The Collection Account will initially be account number 232979.  The Collection Account will be under the sole dominion and control of the Indenture Trustee, except that the Servicer may make deposits to and direct the Note Paying Agent or the Indenture Trustee to make withdrawals from the Collection Account in accordance with the Sale and Servicing Agreements, this Indenture and the Indenture Supplements.

(b)Excess Funding Account.

(i)The Indenture Trustee will establish and maintain a Qualified Account in the name of the Indenture Trustee, on behalf of the Issuer, bearing a designation clearly indicating that the funds and other property credited to such Qualified Account are held for the benefit of the Secured Parties (the “Excess Funding Account”).  The Excess Funding Account will initially be account number 232984.  The Excess Funding Account will be under the sole dominion and control of the Indenture Trustee, except that the Servicer may make deposits to and direct the Note Paying Agent or the Indenture Trustee to make withdrawals from the Excess Funding Account in accordance with the Sale and Servicing Agreements, this Indenture and the Indenture Supplements.

(ii)On each Deposit Date on which the Net Adjusted Pool Balance is less than the Required Pool Balance, the Depositors will instruct the Servicer to deposit funds, otherwise allocable to the holders of the Depositor Interest, into the Excess Funding Account up to the amount of such deficiency.  In addition, the holders of the Depositor Interest may transfer additional funds into the Excess Funding Account to make up for such deficiencies.  On each Deposit Date on which funds are in the Excess Funding Account, the Servicer will determine the amount, if any, by which the Net Adjusted Pool Balance exceeds the Required Pool Balance and, if so directed by the Depositors, will instruct the Indenture Trustee to withdraw any such excess from the Excess Funding Account and distribute such excess to the Depositor Interest Account for distribution to the holders of the Depositor Interest in accordance with the Trust Agreement.

(iii)During the Accumulation Period or Amortization Period for any Series funds in the Excess Funding Account will be made available as Shared Principal Collections to any Series that is in its Accumulation Period or Amortization Period and will be allocated and distributed in accordance with Section 8.5(b) and the related Indenture Supplements.

(c)Back-up Servicer Reserve Account.

(i)The Indenture Trustee will establish and maintain a Qualified Account in the name of the Indenture Trustee, on behalf of the Issuer, bearing a designation clearly indicating that the funds and other property credited to such Qualified Account are held

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for the benefit of the Back-up Servicer, if any (the “Back-up Servicer Reserve Account”).  The Back-up Servicer Reserve Account will initially be account number 235974.  The Back-up Servicer Reserve Account will be under the sole dominion and control of the Indenture Trustee, except that the Servicer may make deposits to and direct the Note Paying Agent or the Indenture Trustee to make withdrawals from the Back-up Servicer Reserve Account in accordance with the Sale and Servicing Agreements, this Indenture and the Indenture Supplements.

(ii)The Servicer has deposited $200,000 into the Back-up Servicer Reserve Account.  If the Back-up Servicer becomes the Successor Servicer pursuant to Section 6.2 of the Sale and Servicing Agreements, the Indenture Trustee, with the consent of the Servicer (such consent not to be unreasonably withheld), will reimburse the Back-up Servicer for its Transition Costs from amounts in the Back-up Servicer Reserve Account within 30 days of the delivery to the Indenture Trustee and the Servicer of a detailed billing statement setting forth such Transition Costs.  Upon the delivery by the Servicer to the Indenture Trustee of an Officer’s Certificate stating that the Back-up Servicing Agreement has been terminated (other than as a result of the Back-up Servicer being appointed as the Successor Servicer or a new back-up servicing agreement being entered into), the Indenture Trustee will, at the direction of the Servicer, withdraw all amounts in the Back-up Servicer Reserve Account and distribute such amounts to the Depositor Interest Account for distribution to the holders of the Depositor Interest in accordance with the Trust Agreement.

(d)Benefit of Accounts.  The Collection Account, Excess Funding Account and Back-up Servicer Reserve Account and all amounts, securities, investments, financial assets and other property deposited into or credited to such accounts will be held by the Indenture Trustee as secured party for the benefit of (i) in the case of the Collection Account and the Excess Funding Account, the Secured Parties, and (ii) in the case of the Back-up Servicer Reserve Account, the Back-up Servicer.  After payment in full of the Notes and all other amounts owing or to be distributed to such Secured Parties or the Back-up Servicer, as applicable, under this Indenture, any Indenture Supplement and the Sale and Servicing Agreement, the Collection Account and the Excess Funding Account will be held by the Indenture Trustee as agent of the Issuer.

(e)Maintenance of Accounts.  If an institution maintaining one or more of the Collection Account, the Excess Funding Account or the Back-up Servicer Reserve Account ceases to be a Qualified Institution, the Servicer will direct the Indenture Trustee, with the Issuer’s assistance as necessary, to move such account to a Qualified Institution selected by the Administator within 30 calendar days.

(f)Compliance.  Each of the Collection Account, the Excess Funding Account and the Back-up Servicer Reserve Account will be established and maintained pursuant to the Control Agreement.  The Issuer, or the Servicer on its behalf, will ensure that the Control Agreement establishing each of the Collection Account, the Excess Funding Account and the Back-up Servicer Reserve Account requires the Qualified Institution maintaining each such account to comply with entitlement orders (as defined in Article 8 of the UCC) originated by the

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Indenture Trustee without further consent of the Issuer for so long as the Notes are Outstanding and to act as a securities intermediary in accordance with the UCC.

(g)Permitted Investments.  Funds in the Collection Account, the Excess Funding Account and the Back-up Servicer Reserve Account will, at the direction of the Servicer, be invested by the Indenture Trustee in Permitted Investments selected by the Servicer.  Funds in the Collection Account, the Excess Funding Account and the Back-up Servicer Reserve Account will be invested in Permitted Investments that will mature so that such funds will be available no later than the following Payment Date.  On each Payment Date, any net investment earnings on funds in such accounts will be deposited in the Collection Account and treated as Interest Collections for such Payment Date, except as otherwise provided in a related Indenture Supplement.  The Indenture Trustee will bear no responsibility or liability for any losses resulting from investment or reinvestment of any funds in accordance with this Section 8.3(g) nor for the selection of Permitted Investments in accordance with this Indenture, any Indenture Supplement or the Sale and Servicing Agreements.

(h)Investment Instructions.  Any investment instructions required to be given to the Indenture Trustee pursuant to Section 8.3(g) must be given to the Indenture Trustee no later than 11:00 a.m. (New York City time) on the date such investment is to be made.  Any such investment instructions may be in the form of standing instructions given to the Indenture Trustee by the Servicer.  If the Indenture Trustee receives such investment instructions later than such time, the Indenture Trustee may, but is not obligated to, make such investment.  If the Indenture Trustee is unable to make an investment required in any investment instructions received by the Indenture Trustee after 11:00 a.m. (New York City time) on such day, such investment will be made by the Indenture Trustee on the next Business Day.  In no event will the Indenture Trustee be liable for any investment not made pursuant to investment instructions received after 11:00 a.m. (New York City time) on the day such investment is requested to be made.

Section 8.4.Collections and Allocations.

(a)Allocations of Collections.  All Interest Collections, Principal Collections and Defaulted Receivables will be allocated by the Servicer to each Series based on the applicable Investor Percentage for such Series as specified in the related Indenture Supplement.  Interest Collections and Principal Collections so allocated to any Series will not be available to the Noteholders of any other Series or the holders of the Depositor Interest, except to the extent provided in this Indenture or the related Indenture Supplements.  Allocations of Interest Collections and Principal Collections to be performed by the Servicer (i) between each of the Series and the Depositor Interest, (ii) among each Series and (iii) if applicable, among the Classes of a Series, will be set forth in the Indenture Supplements.  The application of such allocated Interest Collections and Principal Collections will also be set forth in the Indenture Supplements.  If no Series are outstanding, all Interest Collections, Principal Collections and Defaulted Receivables will be allocated by the Servicer to the holders of the Depositor Interest in accordance with the Trust Agreement.

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(b)Timing of Deposits into Collection Account.  The Servicer will deposit Interest Collections and Principal Collections allocated as provided in Section 8.4(a), up to the amounts required under Section 8.4(c), into the Collection Account within two Business Days after such Collections are received and processed.  Notwithstanding the foregoing, if any time (i) Ford Credit is no longer the Servicer, or (ii) Ford Credit’s short-term debt is rated at least equal to the Monthly Remittance Required Rating, then the Servicer may deposit all allocated Interest Collections and Principal Collections received by it during each Collection Period into the Collection Account allocated as provided in Section 8.4(a), up to the amounts required under Section 8.4(c), no later than 12:00 noon (New York City time) on the Payment Date following the Collection Period in which such Collections were received by the Servicer.

(c)Required Deposit Amounts.  For any Collection Period:

(i)the Servicer will deposit Collections allocated as provided in Section 8.4(a) into the Collection Account up to the aggregate amount of Collections required (A) to be deposited into the Excess Funding Account or any Series Account or (B) without duplication, to be paid on the related Payment Date to the Noteholders, to any other Secured Party or to the Servicer pursuant to any Indenture Supplement or the Sale and Servicing Agreements; provided that in making such determination, the Servicer will take into account the application of allocated Interest Collections and Principal Collections in accordance with the Indenture Supplements;

(ii)if at any time before the related Payment Date, the amount deposited by the Servicer into the Collection Account exceeds the amount required to be deposited in the Collection Account pursuant to clause (i) above, the Servicer may withdraw the excess from the Collection Account and reallocate such excess in accordance with Section 8.4(a); and

(iii)notwithstanding clause (i) above, the Servicer may retain its Servicing Fee and is not required to deposit such fee (or any portion thereof in respect of any Series) into the Collection Account.

Section 8.5.Excess Interest Sharing Groups; Principal Sharing Groups.

(a)Excess Interest Sharing Groups.  With respect to each Payment Date, (i) the Servicer will allocate Excess Interest Collections to each Excess Interest Sharing Series in a particular Excess Interest Sharing Group, pro rata, in proportion to the Interest Collections Shortfall, if any, for each such Series and (ii) the Servicer will deduct from the allocated Interest Collections available for deposit into the Collection Account on or before such Payment Date an amount equal to the excess, if any, of (A) the aggregate Excess Interest Collections as defined in the related Indenture Supplements for all such Series for such Payment Date, over (B) the aggregate Interest Collections Shortfall as defined in the related Indenture Supplements for all such Series for such Payment Date and will distribute such excess to the Trust Paying Agent for distribution to the holders of the Depositor Interest in accordance with the Trust Agreement.

(b)Principal Sharing Groups.  The Servicer will allocate Shared Principal Collections for each Payment Date to each Principal Sharing Series in a particular Principal Sharing Group,

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pro rata, in proportion to the Principal Shortfall, if any, for each such Series.  On each Payment Date, from an amount for each Principal Sharing Group equal to the excess, if any, of (i) the Shared Principal Collections for such Payment Date, over (ii) the aggregate Principal Shortfall for all Series in such Principal Sharing Group for such Payment Date, the Servicer will (A) deposit such excess into the Excess Funding Account to the extent necessary, without duplication, to cause the Net Adjusted Pool Balance to equal the Required Pool Balance as of such Payment Date pursuant to Section 8.3(b)(ii), and (B) distribute any remainder to the Trust Paying Agent for distribution to the holders of the Depositor Interest in accordance with the Trust Agreement.

Section 8.6.Release of Trust Collateral.

(a)Subject to the payment of its fees and expenses, the Indenture Trustee may, and when required by this Indenture or any Indenture Supplement must, execute instruments and authorize termination statements to release property from the Lien of this Indenture or any Indenture Supplement, or convey the Indenture Trustee’s interest in such property, in a manner and under circumstances which are not inconsistent with this Indenture or such Indenture Supplement.  No party relying upon an instrument executed by the Indenture Trustee as provided in this Article VIII is required to ascertain the Indenture Trustee’s authority, inquire into the satisfaction of any conditions precedent or require evidence as to the application of any monies.

(b)In order to facilitate the servicing of the Receivables by the Servicer and as provided in the Sale and Servicing Agreements with respect to an exchange of Receivables, the Indenture Trustee authorizes and appoints the Servicer as its attorney to execute in the name and on behalf of the Indenture Trustee instruments of satisfaction or cancellation, or of partial or full release or discharge, and other comparable instruments with respect to the Receivables and the other Trust Property (and the Indenture Trustee will execute any such documents on request of the Servicer), subject to the obligations of the Servicer under the Sale and Servicing Agreements.

(c)The Indenture Trustee, at such time as there are no Notes Outstanding, and all sums due from the Issuer to the Indenture Trustee pursuant to Section 6.7 have been paid in full, will release the Collateral from the Lien of this Indenture and release to the Issuer or any other Person entitled to such funds, the funds then on deposit in the Bank Accounts under this Indenture and any Indenture Supplement.  The Indenture Trustee will release property from the Lien of this Indenture pursuant to this Section 8.6(c) only upon receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with Sections 314(c) and 314(d)(1) of the TIA meeting the requirements of Section 12.1.

(d)Notwithstanding anything to the contrary in this Indenture or the other Transaction Documents, immediately prior to the release of any portion of the Trust Property or any funds in the Series Accounts pursuant to this Indenture or any Indenture Supplement, the Indenture Trustee will remit to the holders of the Depositor for their own account any funds that, upon such release, would otherwise be remitted to the Issuer.

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ARTICLE IX
SUPPLEMENTAL INDENTURES

Section 9.1.Supplemental Indentures Without Consent of Noteholders.

(a)Without the consent of the Noteholders but with prior notice by the Issuer to the Rating Agencies for each Series, the Issuer and the Indenture Trustee (when directed by Issuer Order) may enter into one or more indentures supplemental to this Indenture (which will conform to the provisions of the Trust Indenture Act as in force at the date of the execution of any such indenture supplemental to this Indenture) for any of the following purposes:

(i)to correct or expand the description of any property subject to the Lien of this Indenture, or better to assure, convey and confirm unto the Indenture Trustee any property subject or required to be subjected to the Lien of this Indenture, or to subject additional property to the Lien of this Indenture;

(ii)to evidence the succession, in compliance with this Indenture, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer in this Indenture, the Indenture Supplements and in the Notes;

(iii)to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power conferred upon the Issuer in this Indenture or any Indenture Supplement;

(iv)to convey, transfer, assign, mortgage or pledge any property to or with the Indenture Trustee;

(v)to cure any ambiguity, to correct or supplement any provision in this Indenture or any Indenture Supplement or in any supplemental indenture that may be inconsistent with any other provision in this Indenture or in any supplemental indenture or to add provisions which are not inconsistent with the provisions of this Indenture or any Indenture Supplement so long as such action does not materially adversely affect the interests of the Noteholders;

(vi)to evidence the acceptance of the appointment under this Indenture of a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as will be necessary to facilitate the administration of the trusts under this Indenture by more than one trustee, pursuant to Article VI; or

(vii)to modify, eliminate or add to the provisions of this Indenture or any Indenture Supplement as necessary to effect the qualification of this Indenture and the Indenture Supplements under the TIA and to add to this Indenture such other provisions as may be required by the TIA.

All supplemental indentures pursuant to this Section 9.1(a) will be in form reasonably satisfactory to the Indenture Trustee.  The Indenture Trustee is authorized to join in the execution of any such supplemental indenture and to make any further reasonably appropriate agreements and stipulations that may be contained in such supplemental indenture.

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(b)The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, without the consent of any of the Noteholders, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner (other than the modifications set forth in Section 9.2) the rights of the Noteholders under this Indenture, subject to the following conditions:

(i)the Issuer delivers, or causes the Administrator to deliver, to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect;

(ii)the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; and

(iii)the Rating Agency Condition has been satisfied in respect of each affected Series.

(c)Subject to the conditions specified in Section 2.2, the Issuer and the Indenture Trustee, when directed by Issuer Order, at any time and from time to time, may enter into one or more indentures supplemental to this Indenture (which must conform to the provisions of the TIA as in force at the date of the execution of such supplemental indentures), in form satisfactory to the Indenture Trustee, without the consent of any Noteholders but, with prior notice to the Rating Agencies for each Series, to provide for the issuance of one or more Series in accordance with Section 2.2.

Section 9.2.Supplemental Indentures with Consent of Noteholders.

(a)The Issuer and the Indenture Trustee, when directed by Issuer Order, may enter, with the consent of the Noteholders of a majority of the Note Balance of each adversely affected Series and with prior notice by the Issuer to the Rating Agencies for each Series, into an indenture or indentures supplemental to this Indenture for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or modifying in any manner the rights of the Noteholders under this Indenture if the Issuer delivers an Opinion of Counsel to the Indenture Trustee to the effect that such amendment will not (i) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (ii) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; provided, however, that no such supplemental indenture, without the consent of each Noteholder of each Note adversely affected by such supplemental indenture, will:

(A)modify or alter Section 9.1 or this Section 9.2;

(B)change (1) the Final Maturity Date or the date of payment of any installment of principal of or interest on any Note, (2) the principal amount of or interest rate on any Note, (3) the price at which the Notes

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may be redeemed, (4) the provisions of this Indenture or any Indenture Supplement relating to the priority of payments on the Notes or relating to the application of collections on, or the proceeds of the sale of, the Collateral to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest on any Note is payable, or (5) the right of Noteholders to institute Proceedings to enforce this Indenture;

(C)modify the percentage of the Note Balance of the Notes required for any action;

(D)modify or alter the final paragraph of the definition of “Outstanding”;

(E)modify the calculation of the amount of any payment of interest or principal due on any Note on any Payment Date; or

(F)permit the creation of any Lien ranking prior or equal to the Lien of this Indenture with respect to any part of the Collateral other than Permitted Liens, or except as permitted by this Indenture or the other Transaction Documents, release the Lien of this Indenture with respect to any part of the Collateral.

(b)It will not be necessary for any Act of Noteholders under this Section 9.2 to approve the particular form of any proposed supplemental indenture, but it will be sufficient if such Act of Noteholders approves the substance of such proposed supplemental indenture.

Section 9.3.Execution of Supplemental Indentures.  In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article IX or the modification of the trusts created by this Indenture, the Indenture Trustee will be entitled to receive, and subject to Sections 6.1 and 6.2, will be fully protected in relying upon, an Opinion of Counsel to the effect that the execution of such supplemental indenture is authorized or permitted by this Indenture and that all conditions precedent to the execution and delivery of such supplemental indenture have been satisfied.  The Indenture Trustee may, but is not obligated to, enter into any such supplemental indenture that affects the Indenture Trustee’s own rights, powers, duties, obligations, liabilities or immunities under this Indenture or otherwise.

Section 9.4.Effect of Supplemental Indentures.  Upon the execution of any supplemental indenture pursuant to this Article IX, this Indenture will be modified and amended in accordance with such supplemental indenture, and such supplemental indenture will be part of this Indenture for any and all purposes.  Every Noteholder of Notes authenticated and delivered before or after such supplemental indenture will be bound by such supplemental indenture.

Section 9.5.Conformity with Trust Indenture Act.  Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article IX will conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture is qualified under the Trust Indenture Act.

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Section 9.6.           Reference in Notes to Supplemental Indentures.  Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article IX may, and if required by the Indenture Trustee will, bear a notation in form approved by the Indenture Trustee as to any matter provided for in such supplemental indenture.  If the Issuer or the Indenture Trustee so determine, new Notes so modified as to conform, in the opinion of the Indenture Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Indenture Trustee in exchange for Outstanding Notes.

ARTICLE X
TERMINATION

Section 10.1.         Termination of Issuer.  The Issuer and the respective obligations and responsibilities of the Indenture Trustee created by this Indenture and any Indenture Supplement (other than the obligation of the Indenture Trustee to make payments to Noteholders as set forth in this Article X) will terminate, except with respect to the duties described in Section 10.2, on the Trust Termination Date.

Section 10.2.         Final Payment.  Notwithstanding a final payment to the Noteholders of any Series or Class (or the termination of the Issuer), except as otherwise provided in this Section 10.2, all funds then on deposit in the Collection Account and any Series Account allocated to such Noteholders will continue to be held in trust for the benefit of such Noteholders and the Note Paying Agent or the Indenture Trustee will pay such funds to such Noteholders upon surrender of their Notes, if certificated.  If all such Noteholders do not surrender their Notes for cancellation within six months after the date of such final payment, the Indenture Trustee will give notice to the remaining such Noteholders to surrender their Notes for cancellation and receive the final payment with respect to such Notes (which surrender and payment, in the case of bearer notes, will be outside the United States).  If within one year after such notice all such Notes have not been surrendered for cancellation, the Indenture Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining such Noteholders concerning surrender of their Notes, and the cost thereof will be paid out of the funds in the Collection Account or any Series Account held for the benefit of such Noteholders.  The Indenture Trustee and the Note Paying Agent will pay to the Depositors any monies held by them for the payment of principal or interest that remains unclaimed for two years.  After payment to the Depositors, any Noteholders entitled to the money must look to the Depositors for payment as general creditors unless an applicable abandoned property law designates another Person.

Section 10.3.         Depositors’ Termination Rights.  Upon the termination of the Issuer pursuant to Section 10.1, the Indenture Trustee will assign and convey to the holders of the Depositor Interest or any of their designees, without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under the Trust Property, whether then existing or thereafter created, all monies due or to become due and all amounts received with respect thereto (including all monies then held in the Trust Accounts or any Series Account) and all proceeds thereof, except for amounts held by the Indenture Trustee pursuant to Section 10.2.  The Indenture Trustee will execute and deliver such instruments of transfer and assignment, in each case without recourse, as may be reasonably requested by the Depositors to vest in the holders of

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the Depositor Interest or any of their designees all right, title and interest that the Issuer had in the Trust Property.

ARTICLE XI
MISCELLANEOUS

Section 11.1.         Compliance Certificates and Opinions, etc.

(a)           In connection with any order or request by the Issuer to the Indenture Trustee to take any action under this Indenture or any Indenture Supplement, the Issuer will deliver the following documents to the Indenture Trustee (such documents, collectively, an “Issuer Order” or “Issuer Request”, as applicable): (i) a written order or a written request, respectively, signed in the name of the Issuer by any one of its Responsible Persons and delivered to the Indenture Trustee, (ii) an Officer’s Certificate stating that all conditions precedent provided for in this Indenture or in the related Indenture Supplement relating to the proposed action have been complied with, (iii) to the extent required by the TIA or upon request of the Indenture Trustee, an Opinion of Counsel to the effect that in the opinion of such counsel all such conditions precedent have been complied with and (iv) (if required by the TIA) an Independent Certificate from a firm of certified public accountants of national reputation selected by the Issuer.  However, in the case of any such order or request as to which the furnishing of such documents is specifically required by this Indenture, no additional certificate or opinion need be furnished.

(b)           Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture or an Indenture Supplement will include:

(i)          a statement that each signatory of such certificate or opinion has read such covenant or condition and the definitions in this Indenture or such Indenture Supplement, as applicable, relating to such covenant or condition;

(ii)         a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(iii)        a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(iv)       a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with.

(c)           (i)            Before depositing any cash or property with the Indenture Trustee that is to be made the basis for the release of any property subject to the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the cash or property to be so deposited and (B) an Independent Certificate as to the same matters, if the fair value to the Issuer of the securities to be so deposited and of all other such securities made the basis of any such withdrawal or release since the commencement of the

53

then-current calendar year, as set forth in the certificates delivered pursuant to Section 11.1(c)(i)(A), is 10% or more of the Note Balance of the Notes, but such a certificate need not be furnished with respect to any property or securities so deposited, if the fair value of such property or securities to the Issuer as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

(ii)         Whenever any property or securities are to be released from the Lien of this Indenture, the Issuer will furnish to the Indenture Trustee (A) an Officer’s Certificate stating the opinion of each Responsible Person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such Responsible Person the proposed release will not impair the security under this Indenture in contravention of this Indenture and (B) an Independent Certificate as to the same matters, if the fair value of the property or securities and of all other property, other than property as contemplated by Section 11.1(c)(iii), or securities released from the Lien of this Indenture since the commencement of the then-current calendar year, as set forth in the certificates required by Section 11.1(c)(ii)(A) and this Section 11.1(c)(ii)(B), equals 10% or more of the Note Balance of the Notes, but such certificate need not be furnished in the case of any release of property or securities, if the fair value of such property or securities as set forth in the related Officer’s Certificate is less than $25,000 or less than 1% of the Note Balance of the Notes.

(iii)        Notwithstanding Section 2.9 or any other provisions of this Section 11.1, the Issuer may, without compliance with the requirements of the other provisions of this Section 11.1, (i) collect, liquidate, sell or otherwise dispose of Receivables in the ordinary course of its business provided that all proceeds, recoveries and related amounts and proceeds of such dispositions are applied in accordance with this Indenture and the Indenture Supplements and (ii) make cash payments out of the Bank Accounts, in each case, as and to the extent permitted or required by the Transaction Documents.

(d)           If the Securities and Exchange Commission issues an exemptive order under Section 304(d) of the TIA modifying the Indenture Trustee’s obligations under Sections 314(c) and 314(d)(1) of the TIA, the Indenture Trustee will release property from the Lien of this Indenture only in accordance with the Transaction Documents and the conditions and procedures set forth in such exemptive order.

Section 11.2.         Form of Documents Delivered to Indenture Trustee.

(a)           Any Officer’s Certificate of a Responsible Person of the Issuer may be based, insofar as it relates to legal matters, upon an opinion of counsel, unless such Responsible Person knows, or in the exercise of reasonable care should know, that such opinion, with respect to the matters upon which such Officer’s Certificate is based, is erroneous.  Any Officer’s Certificate of a Responsible Person of the Issuer or opinion of counsel may be based, insofar as it relates to factual matters, upon an Officer’s Certificate of or representation by a Responsible Person of the Servicer, the Depositors or the Issuer (including by the Administrator on behalf of the Issuer), stating that the information with respect to such factual matters is in the possession of the Servicer, the Depositors, the Issuer or the Administrator, unless such Responsible Person of the

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Issuer or counsel knows, or in the exercise of reasonable care should know, that the Officer’s Certificate or representation with respect to such matters is erroneous.

(b)           In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

Section 11.3.         Acts of Noteholders.

(a)           Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture or an Indenture Supplement to be given or taken by the Noteholders or a specified percentage of Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; provided, that in determining whether the Noteholders or a specified percentage of Noteholders have given any request, demand, authorization, direction, notice, consent or waiver, only Notes that are Outstanding will be taken in account, in each case in accordance with the final paragraph of the definition of “Outstanding.”  Except as otherwise provided in this Indenture or an Indenture Supplement such action will become effective when such instrument or instruments are delivered to the Indenture Trustee and, if required, to the Issuer.  Such instrument or instruments (and the action embodied in such instrument or instruments and evidenced by such instrument or instruments) are sometimes referred to in this Indenture as the “Act of Noteholders” signing such instrument or instruments.  Proof of execution of any such instrument or of a writing appointing any such agent will be sufficient for any purpose of this Indenture and a related Indenture Supplement and (subject to Section 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in the manner provided in this Section 11.3.

(b)           The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Indenture Trustee deems sufficient.

(c)           Any Act of Noteholders will bind the Noteholder of every Note issued upon the registration of such Note or in exchange for such Note or in lieu of such Note, in respect of anything done, omitted or suffered to be done by the Indenture Trustee or the Issuer in reliance on such Note, whether or not notation of such action is made upon such Note.

Section 11.4.         Notices, etc. to Indenture Trustee, Issuer and Rating Agencies.

(a)           Unless otherwise specified in this Indenture, all notices, requests, demands, consents, waivers or other communications to or from the parties to this Indenture must be in writing and will be deemed to have been given and made:

(i)          upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

55

(ii)         in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)        in the case of an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)       in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Unless otherwise specified in this Indenture, any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreement or at such other address as any party may designate by notice to the other parties.

(b)           Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  Any notice so mailed within the time prescribed in this Indenture will be conclusively presumed to have been duly given, whether or not the Noteholder receives such notice.

Section 11.5.         Notices to Noteholders; Waiver.

(a)           Any notice to Noteholders will be sufficiently given (unless otherwise provided in this Indenture) if in writing and (i) in the case of Definitive Notes, sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to each Noteholder adversely affected by such event, at its address or fax number as it appears on the Note Register, or (ii) in the case of Book-Entry Notes, delivered pursuant to the applicable procedures of the Clearing Agency, in each case, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice.  In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder will affect the sufficiency of such notice with respect to other Noteholders, and any notice that is mailed in the manner provided in this Indenture will conclusively be presumed to have been duly given.

(b)           Where this Indenture or any Indenture Supplement provides for notice in any manner, such notice may be waived by any Person entitled to receive such notice, either before or after the event, and such waiver will be the equivalent of such notice.  Waivers of notice by Noteholders will be filed with the Indenture Trustee but such filing will not be a condition precedent to the validity of any action taken in reliance upon such a waiver.

(c)           In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it is impractical to mail notice of any event to Noteholders when such notice is required to be given pursuant to this Indenture or any Indenture Supplement,

56

then any manner of giving such notice satisfactory to the Indenture Trustee will be deemed to be a sufficient giving of such notice.

(d)           Where this Indenture or any Indenture Supplement provides for notice to the Rating Agencies for any Series, failure to give such notice will not affect any other rights or obligations created under this Indenture or the related Indenture Supplement, and will not under any circumstance constitute a Default or Event of Default with respect to such Series or any other Series.

Section 11.6.         Conflict with Trust Indenture Act.  If any provision of this Indenture or any Indenture Supplement limits, qualifies or conflicts with another provision of this Indenture or any Indenture Supplement that is required or deemed to be included in this Indenture or such Indenture Supplement by any of the provisions of the TIA, such required or deemed provision will control.  The provisions of Sections 310 through 317 of the TIA that impose duties on any Person (including the provisions automatically deemed included in this Indenture or an Indenture Supplement unless expressly excluded by this Indenture or such Indenture Supplement) are a part of and govern this Indenture and each Indenture Supplement.

Section 11.7.         Benefits of Indenture.  Nothing in this Indenture, any Indenture Supplement or in the Notes of any Series, express or implied, will give to any Person, other than the parties to this Indenture, such Indenture Supplement and their successors under this Indenture and such Indenture Supplement, and the Secured Parties and any other party secured under this Indenture or such Indenture Supplement, and any other Person with an ownership interest in any part of the Collateral, any benefit or any legal or equitable right, remedy or claim under this Indenture.

Section 11.8.         GOVERNING LAW.  THIS INDENTURE AND EACH INDENTURE SUPPLEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 11.9.         Submission to Jurisdiction.  The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Indenture.  The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 11.10.      WAIVER OF JURY TRIAL.  EACH PARTY TO THIS INDENTURE AND ANY INDENTURE SUPPLEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE OR THE TRANSACTIONS CONTEMPLATED BY THIS INDENTURE OR SUCH INDENTURE SUPPLEMENT.

Section 11.11.      Severability.  If any of the covenants, agreements or terms of this Indenture or any Indenture Supplement is held invalid, illegal or unenforceable, then it will be

57

deemed severable from the remaining covenants, agreements or terms of this Indenture or such Indenture Supplement and will in no way affect the validity, legality or enforceability of the remaining Indenture or such Indenture Supplement or of the Notes or the rights of the Noteholders.

Section 11.12.      Counterparts.  This Indenture and each Indenture Supplement may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

Section 11.13.      Headings.  The headings in this Indenture and each Indenture Supplement are included for convenience only and will not affect the meaning or interpretation of this Indenture or such Indenture Supplement.

Section 11.14.      Issuer Obligation.  No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under this Indenture or any Indenture Supplement or any certificate or other writing delivered in connection with this Indenture, such Indenture Supplement or the Notes, against (a) the Indenture Trustee or the Owner Trustee each in its individual capacity, (b) any holder of a beneficial interest in the Issuer, (c) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Indenture Trustee or the Owner Trustee, each in its individual capacity or (d) any holder of a beneficial interest in the Owner Trustee or the Indenture Trustee, each in its individual capacity, except as any such Person may have agreed (it being understood that the Indenture Trustee and the Owner Trustee have no such obligations in their individual capacities).  For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer under this Indenture and each Indenture Supplement, the Owner Trustee will be subject to, and entitled to the benefits of, Articles V, VI and VII of the Trust Agreement.

Section 11.15.      Subordination of Claims against the Depositor.

(a)           The obligations of the Issuer under this Indenture and each Indenture Supplement are solely the obligations of the Issuer and do not represent any obligation or interest in any assets of either Depositor.  The Indenture Trustee, by entering into this Indenture, and each Noteholder and Note Owner, by accepting a Note or a beneficial interest in a Note, acknowledge and agree that they have no right, title or interest in or to any Other Assets of either Depositor.  Notwithstanding the preceding sentence, if such Indenture Trustee, Noteholder or Note Owner either (i) asserts an interest or claim to, or benefit from, the Other Assets, or (ii) is deemed to have any such interest, claim to, or benefit in or from the Other Assets, whether by operation of law, legal process, pursuant to insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), then such Indenture Trustee, Noteholder or Note Owner further acknowledges and agrees that any such interest, claim or benefit in or from the Other Assets is expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against such Depositor), including the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement is

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deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  The Indenture Trustee, each Noteholder and each Note Owner further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 11.15 and this Section 11.15 may be enforced by an action for specific performance.

(b)           This Section 11.15 is for the third party benefit of those entitled to rely on this Section 11.15 and will survive the termination of this Indenture and any Indenture Supplement.

Section 11.16.      No Petition.  The Indenture Trustee, each Noteholder or Note Owner, by accepting a Note or a beneficial interest in a Note, each covenants and agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by either Depositor or by a trust for which either Depositor was a depositor and (b) the Notes, it will not institute against, or join any other Person in instituting against, such Depositor or the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture, any Indenture Supplement or any of the Transaction Documents.  This Section 11.16 will survive the resignation or removal of the Indenture Trustee under this Indenture and the termination of this Indenture or any Indenture Supplement.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, as Issuer
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Julia Linian
	Name:	Julia Linian
	Title:	Assistant Vice President
THE BANK OF NEW YORK MELLON,
	not in its individual capacity, but solely as Indenture Trustee
By:	/s/ Esther D. Antoine
	Name:	Esther D. Antoine
	Title:	Senior Associate

[Signature Page to Indenture]

EX-4.2

EXHIBIT 4.2

SERIES 20  -   INDENTURE SUPPLEMENT

between

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer

and

                                                 ,
as Indenture Trustee

Dated as of                      , 20    

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Definitions for Other Series	2
ARTICLE II SERIES 20  -   NOTES		2
Section 2.1.	Creation of Series 20  -   Notes	2
Section 2.2.	Principal Terms of Series 20  -   Notes	2
Section 2.3.	Payment on Notes	3
Section 2.4.	Additional Issuance; Reopening	4
ARTICLE III REPORTS AND SERVICING		5
Section 3.1.	Reports and Statements to Series 20  -   Noteholders	5
Section 3.2.	Servicing Compensation	5
ARTICLE IV RIGHTS OF SERIES 20  -   NOTEHOLDERS AND ALLOCATION AND APPLICATION OF COLLECTIONS		6
Section 4.1.	Collections and Allocations	6
Section 4.2.	Application of Available Funds in Collection Account and Other Sources	8
Section 4.3.	Investor Charge-Offs	12
Section 4.4.	Reallocated Principal Collections	12
Section 4.5.	Excess Interest Collections	12
Section 4.6.	Shared Principal Collections	12
Section 4.7.	Series 20  -   Accounts	12
Section 4.8.	Investment of Funds in Series 20  -   Accounts	14
Section 4.9.	Series 20  -   Reserve Accounts	14
Section 4.10.	Series 20  -   Reserve Accumulation Period Reserve Accounts	15
Section 4.11.	[Calculation Agent]	15
ARTICLE V THE NOTES		16
Section 5.1.	Additional Terms Applicable to the Notes	16
Section 5.2.	Note Owner Representations	16
Section 5.3.	[Rule 144A Notes]	16
Section 5.4.	Communications by Series 20  -   Noteholders	18
Section 5.5.	Series 20  -   Noteholder Demand for Asset Representations Review	19
ARTICLE VI SERIES 20  -   AMORTIZATION EVENTS		19
Section 6.1.	Series 20  -   Amortization Events	19
ARTICLE VII SERIES FINAL MATURITY; FINAL PAYMENTS		21
Section 7.1.	Series Final Maturity	21
ARTICLE VIII MISCELLANEOUS PROVISIONS		21
Section 8.1.	Ratification of Agreement	21
Section 8.2.	GOVERNING LAW	21
Section 8.3.	Counterparts	21

i

Appendix A	Usage and Definitions	AA-1
Exhibit A	Form of Notes	EA-1
Exhibit B	Form of Monthly Investor Report	EB-1

ii

SERIES 20  -   INDENTURE SUPPLEMENT, dated as of        , 20   (this “Indenture Supplement”), between FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as Issuer, and                                    , a                 , as Indenture Trustee.

BACKGROUND

In connection with securitization transactions sponsored by Ford Credit, the Issuer may issue Notes from time to time secured by a revolving pool of Receivables purchased by the Issuer from the Depositors, who purchased them from Ford Credit.

Section 2.2 of the Indenture permits the Issuer and the Indenture Trustee to enter into an Indenture Supplement to authorize the issuance by the Issuer of Notes in one or more Series.

The parties to this Indenture Supplement, by executing and delivering this Indenture Supplement, have determined to create and specify the Principal Terms of the Series 20  -   Notes.

The parties agree as follows:

GRANTING CLAUSES

In addition to the Grant of the Indenture, the Issuer Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Series 20  -   Noteholders, all of the Issuer’s right, title and interest, whether now owned or acquired in the future, in, to and under the Series 20   -    Collateral.

This Grant is made in trust to secure (a) the payment of principal of, interest on and any other amounts owing on the Series 20  -   Notes as stated in the Indenture and this Indenture Supplement for the benefit of the Series 20  -   Noteholders and (b) the Issuer’s compliance with its obligations under the Indenture and this Indenture Supplement, all as stated in the Series 20  -   Notes, the Indenture and this Indenture Supplement.

The Indenture Trustee acknowledges this Grant, accepts the trusts under this Indenture Supplement according to this Indenture Supplement and agrees to perform its duties in this Indenture Supplement so that the interests of the Series 20  -   Noteholders may be adequately and effectively protected.

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not defined in this Indenture Supplement are defined in Appendix A to this Indenture Supplement or in Appendix A to (a) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan Corporation, as Depositor, the Issuer and Ford Motor Credit Company LLC, as Servicer, and (b) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan LLC, as Depositor,

the Issuer and the Servicer.  Each Appendix A also contains usage rules that apply to this Indenture Supplement.  Each Appendix A is incorporated by reference in this Indenture Supplement.

Section 1.2.Definitions for Other Series.  Capitalized terms in this Indenture Supplement, when used in quotation marks with a reference to one or more Series, have the respective meanings stated for each of those Series in the related Indenture Supplement.

ARTICLE II
SERIES 20  -   NOTES

Section 2.1.Creation of Series 20  -   Notes.

(a)Creation and Designation.  This Indenture Supplement creates a Series of Notes to be issued by the Issuer on the Closing Date under the Indenture and this Indenture Supplement to be known as the “Series 20  -   Asset Backed Notes” or the “Series 20  -   Notes.”

(b)Indenture.  The Series 20  -   Notes are “Notes” and this Indenture Supplement is an “Indenture Supplement” for all purposes of the Indenture.  If any terms of the Series 20  -   Notes or this Indenture Supplement conflicts with or is inconsistent with the Indenture, the terms of the Series 20  -   Notes or this Indenture Supplement will control.

Section 2.2.Principal Terms of Series 20  -   Notes.  The Principal Terms for the Series 20  -   Notes are as follows:

(a)Series Issuance Date.  The Series Issuance Date for the Series 20  -   Notes will be the Closing Date.

(b)Note Interest Rate and Initial Note Balance.  The Indenture Trustee will, on Issuer Order, authenticate and deliver the Series 20  -   Notes for original issue in the following Classes, each having the Note Interest Rates and initial Note Balances stated below.

Class	Note Interest Rate	Initial Note Balance
Class A[-1] Notes	[One-month LIBOR +]   %	$
[Class A-2 Notes]	[One-month LIBOR +]   %	$
Class B Notes	[One-month LIBOR +]   %	$
Class C Notes	[One-month LIBOR +]   %	$
Class D Notes	[One-month LIBOR +]   %	$

(c)Sharing Groups.  Series 20  -   will be in Excess Interest Sharing Group One and in Principal Sharing Group [One].

(d)Form of Notes.  Each Class of Series 20  -   Notes will be in substantially the form of Exhibit A with variations required or permitted by this Indenture Supplement and the Indenture.  The Series 20  -   Notes may have marks of identification and legends or endorsements as determined by the Responsible Person of the Issuer executing the Series 20  -   Notes.  The physical Series 20  -   Notes will be produced by a method determined by the Responsible Person of the Issuer executing the Series 20  -   Notes.

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(e)Book-Entry Series 20  -   Notes.  The Series 20  -   Notes initially will be issued as Book-Entry Notes.  On or before the Series Issuance Date, Global Notes representing each Class of Series 20  -   Notes will be deposited with the Clearing Agency.

(f)Denominations.  The Series 20  -   Notes, except for the Rule 144A Notes, will be issued in minimum denominations of $1,000 and in multiples of $1,000.  The Rule 144A Notes will be issued in minimum denominations of $100,000 and in multiples of $1,000 in excess of $100,000.  However, one Note of each Class may be issued in a different amount if it exceeds the minimum denomination for the Class.

(g)Events of Default.  There will be no additional Events of Default for the Series 20  -   Notes.

(h)Final Maturity Date.  The Series 20  -   Notes will be payable on the Series 20  -   Final Maturity Date.

(i)Shelf-Eligible Series.  Series 20  -   is a Shelf-Eligible Series.

Section 2.3.Payment on Notes.

(a)Interest Accrual.  Each Class of Series 20  -   Notes will accrue interest on its Note Balance for each Interest Period until the Note Balance has been paid in full at a rate per annum equal to its Note Interest Rate for that Interest Period.  [Interest on the Notes [(other than the Floating Rate Notes)] will be calculated for each Interest Period on the basis of a 360-day year consisting of twelve 30-day months.]  [Interest on the Floating Rate Notes for each Interest Period will be calculated on the basis of the actual number of days in the Interest Period and a 360-day year.]  Interest on each Note for each Interest Period will be due and payable on the related Payment Date.

(b)Principal.  If a Series 20  -   Amortization Event occurs before the Series 20  -   Final Maturity Date, the principal of each Class of Series 20  -   Notes will be payable in installments on each Payment Date during the Early Amortization Period according to Section 4.2(f).  The Note Balance of each Class of Series 20  -   Notes will be due and payable on the Series 20  -   Final Maturity Date.  The entire unpaid principal amount of the Series 20  -   Notes will be due and payable on the date the Series 20  -   Notes are declared to be, or have automatically become, immediately due and payable according to Section 5.2(a) of the Indenture.

(c)Monthly Payment of Interest and Principal.  Interest and principal payments on each Class of Series 20  -   Notes will be made pro rata to the Registered Noteholders of that Class on each Payment Date.  For Book-Entry Notes, payments will be made by wire transfer to the account designated by the nominee of the Clearing Agency according to Section 2.10 of the Indenture.  For Definitive Notes, payments will be made (i) if the Series 20  -   Noteholder has given to the Note Registrar instructions at least five Business Days before that Payment Date and the aggregate original principal amount of the Noteholder’s Notes is at least $1,000,000, by wire transfer to the account of the Registered Noteholder or (ii) by check mailed first class mail, postage prepaid, to the Registered Noteholder’s address as it appears on the Note Register on the

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related Record Date.  Amounts paid by wire transfers or checks that are is undelivered will be held according to Section 3.3 of the Indenture.

(d)Payment of Final Installment.  The final installment of principal (whether payable by wire transfer or check) of each Series 20  -   Note on a Payment Date or the Series 20  -   Final Maturity Date will be payable only on presentation and surrender of the Note.  The Indenture Trustee will notify each Registered Noteholder of the date the Issuer expects to pay the final installment on the Notes, which date will be no later than five days before that date, and the place where the Series 20  -   Notes may be presented and surrendered for payment.

Section 2.4.Additional Issuance; Reopening.  The Issuer may from time to time, without notice to, or the consent of, Noteholders of any Series, create and issue additional Series 20  -   Notes of the same Class as any Class issued on the Closing Date.  Additional Series 20  -   Notes will form part of and have the same Principal Terms as the previously issued Class, except for (i) the initial principal amount of that Class, the Initial Invested Amount and the initial Note Balance of that Class on the Closing Date, (ii) the accrual and payment of interest before the issuance date of the additional Series 20  -   Notes, and (iii) the first payment of interest following the issuance of the additional Series 20  -   Notes.  When issued, the additional Series 20  -   Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applying to those Series 20  -   Notes of the same Class issued on the Closing Date without preference, priority or distinction.  The obligation of the Indenture Trustee to authenticate and deliver additional Series 20  -   Notes after the Closing Date and to execute and deliver any amendments to this Indenture Supplement to facilitate the additional issuance will be subject to the satisfaction of the following conditions:

(a)Rating Agency Notice.  On or before the second Business Day before the issuance of the additional Series 20  -   Notes, the Issuer has given the Indenture Trustee and each Rating Agency notice of the additional issuance and the date of the additional issuance;

(b)Delivery of Amendments.  The Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate the additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer;

(c)Rating Agency Condition.  The Rating Agency Condition has been satisfied for the additional issuance;

(d)Officer’s Certificate of Depositor.  Each Depositor has delivered to the Indenture Trustee an Officer’s Certificate, dated the date of the additional issuance, stating that:

(i)the additional issuance will not have an Adverse Effect or cause an Amortization Event to occur for any Series; and

(ii)all conditions under this Section 2.4 to the issuance of the additional Series 20  -   Notes have been met;

(e)Subordination.  on or before the additional issuance date for any Class [(treating the Class A-1 and Class A-2 Notes as a single Class)], the Issuer will have issued Notes of each Class that is junior to that Class needed for the proportion of the Note Principal Balance of each

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junior Class to the Note Principal Balance of any more senior Class is equal to or greater than the proportion that existed on the Closing Date;

(f)Series 20  -   Reserve Account.  The Depositors have deposited in the Series 20  -   Reserve Account from the proceeds of the issuance the amount as is necessary to cause the amount on deposit to equal the Series 20  -   Reserve Account Required Amount after giving effect to the issuance; and

(g)Required Pool Balance.  The Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to the additional issuance (taking into account any deposit of the proceeds of the additional Series 20  -   Notes in the Excess Funding Account).

ARTICLE III
REPORTS AND SERVICING

Section 3.1.Reports and Statements to Series 20  -   Noteholders.

(a)Monthly Investor Report.  At least two Business Days before each Payment Date, the Servicer will deliver to the Depositors, the Issuer, the Indenture Trustee, the Note Paying Agent, the Administrator and the Rating Agencies a servicing report substantially in the form of Exhibit B (the “Monthly Investor Report”) for that Payment Date and the related Collection Period.  A Responsible Person of the Servicer will certify that the information in the Monthly Investor Report is accurate in all material respects.

(b)Delivery to Series 20  -   Noteholders.  On each Payment Date, the Indenture Trustee will deliver the Monthly Investor Report to each Series 20  -   Noteholder of record as of the most recent Record Date (which delivery may be made by e-mail to the e-mail addresses in the Note Register without need for confirmation of receipt or by making the report available to the Series 20  -   Noteholders through the Indenture Trustee’s website, which initially is located at                         ).

(c)Tax Information.  Starting in the year after the Closing Date, the Indenture Trustee will deliver or cause to be delivered to each Person who at any time during the prior calendar year was a Noteholder of record, a statement containing the information required to be given to a noteholder by an issuer of indebtedness, in the form and at the time required under the Code.

Section 3.2.Servicing Compensation.  The share of the Servicing Fee allocable to Series 20  -   for a Payment Date is equal to the Monthly Servicing Fee.  The portion of the Servicing Fee that is not allocable to Series 20  -   will be paid by the holders of the Depositor Interest or the Noteholders of other Series (under the related Indenture Supplement).  The Issuer, the Indenture Trustee or the Series 20  -   Noteholders will not be liable for the share of the Servicing Fee to be paid by the holders of the Depositor Interest or the Noteholders of any other Series.

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ARTICLE IV
RIGHTS OF SERIES 20  -   NOTEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS

Section 4.1.Collections and Allocations.

(a)Allocations.  Under Section 8.4(a) of the Indenture, Interest Collections, Principal Collections and Defaulted Receivables will be allocated between Series 20  -   and the Depositor Interest and then applied to Series 20  -   and the Depositor Interest under this Article IV.

(b)Allocations to Depositor Interest.

(i)Available Depositor Collections.  On each Deposit Date, the Servicer will make the following deposits and payments from Available Depositor Collections for that Deposit Date or the related Collection Period, as applicable, in the following order of priority:

(A)to the Collection Account, but only if needed to pay, to the knowledge of the Servicer on that Deposit Date, the following amounts on the related Payment Date: (I) to cover shortfalls in payments and deposits required to be made from Available Investor Interest Collections on the related Payment Date under Section 4.2(b)(ii), and to cover similar shortfalls for other Series, and (II) during an Early Amortization Period, to cover amounts to be deposited under Section 4.2(e) on that Payment Date;

(B)to the Excess Funding Account, if the Required Depositor Amount for the prior Calculation Date (and, if that Calculation Date is a Determination Date, after giving effect to the allocations, payments, withdrawals and deposits to be made on the Payment Date following that Determination Date) exceeds the Depositor Amount; and

(C)(1) if the Depositors are the sole holders of the Depositor Interest, to the Depositors according to their respective percentage interests in the Depositor Interest or (2) otherwise, to the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust Agreement, any remaining amount.

(ii)Excess Depositor Interest Collections.  On each Deposit Date, the Servicer will make the following deposits and payments from Excess Depositor Interest Collections for that Deposit Date or the related Collection Period, as applicable, in the following order of priority:

(A)to the Collection Account, until the amount deposited under this clause (A) is equal to the Monthly Depositor Servicing Fee for all Series for that Collection Period; and

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(B)(1) if the Depositors are the sole holders of the Depositor Interest, to the Depositors according to their respective percentage interests in the Depositor Interest or (2), otherwise, to the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust Agreement, any remaining amount.

(iii)Excess Depositor Principal Collections.  On each Deposit Date, the Servicer will make the following deposits and payments from Excess Depositor Principal Collections for that Deposit Date or the related Collection Period, as applicable, in the following order of priority:

(A)to the Excess Funding Account, if the Required Depositor Amount for the prior Calculation Date (and, if that Calculation Date is a Determination Date, after giving effect to the allocations, payments, withdrawals and deposits to be made on the Payment Date following that Determination Date) exceeds the Depositor Amount;

(B)to the Collection Account, until the amount deposited under this clause (B) is equal to the excess, if any, of the Monthly Depositor Servicing Fee for all Series for that Collection Period over the amount deposited in the Collection Account under Section 4.1(b)(ii)(A); and

(C)(1) if the Depositors are the sole holders of the Depositor Interest, to the Depositors according to their respective percentage interests in the Depositor Interest or (2), otherwise, to the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust Agreement, any remaining amount.

(iv)Available Depositor Collections True-up.  On each Determination Date, the Servicer will deposit in the Collection Account the lesser of (A) the portion, if any, of the amount stated in Section 4.1(b)(i)(A)(I) for the related Collection Period that has not previously been deposited in the Collection Account under Section 4.1(b)(i)(A)(I), and (B) the aggregate amount paid to the Depositors or to the Depositor Interest Account for distribution to the holders of the Depositor Interest for the related Collection Period under Section 4.1(b)(i)(C).  Any amount deposited under this Section 4.1(b)(iv) will be repaid to the Servicer by the holders of the Depositor Interest or, if not so repaid, may be withheld by the Servicer from later distributions to the holders of the Depositor Interest.

(c)Allocations to Series 20  -  .  The Servicer will allocate to the Series 20  -   Noteholders and deposit in the Collection Account for application under this Indenture Supplement the following amounts:

(i)on each Deposit Date, an amount equal to the Investor Interest Collections for that Deposit Date or the related Collection Period, as applicable, until the amount in the Collection Account allocated to Series 20  -   equals the excess of (I) the amounts to be paid or distributed, to the knowledge of the Servicer on that Deposit Date, on the

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related Payment Date under Section 4.2(a)(i) through (xvi), over (II) the Monthly Depositor Servicing Fee for the related Collection Period;

(ii)on each Deposit Date, an amount equal to the Investor Principal Collections for that Deposit Date or the related Collection Period, as applicable, until the amount in the Collection Account allocated to Series   -  equals the amounts to be paid or distributed, to the knowledge of the Servicer on that Deposit Date, on the related Payment Date under Section 4.2(b)(iv), (c) or (d), as applicable;

(iii)on each Determination Date, an amount equal to the lesser of (A) the portion, if any, of the excess of (I) the amounts to be paid or distributed on the related Payment Date under Section 4.2(a)(i) through (xvi), over (II) the Monthly Depositor Servicing Fee for the related Collection Period that has not previously been deposited in the Collection Account under Section 4.1(c)(i), and (B) the amount of Investor Interest Collections for the related Collection Period that has not previously been deposited in the Collection Account under Section 4.1(c)(i); and

(iv)on each Determination Date, an amount equal to the lesser of (A) the portion, if any, of the amounts to be paid or distributed on the related Payment Date under Section 4.2(b)(iv), (c) or (d), as applicable, that has not previously been deposited in the Collection Account under Section 4.1(c)(ii), and (B) the amount of Investor Principal Collections for the related Collection Period that has not previously been deposited in the Collection Account under Section 4.1(c)(ii).

Section 4.2.Application of Available Funds in Collection Account and Other Sources.

(a)Available Investor Interest Collections.  If the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information in the Monthly Investor Report) will, on each Payment Date and to the extent of Available Investor Interest Collections in the Collection Account, make the following applications, payments or deposits in the following order of priority:

(i)to the Noteholders of [the][each Class of] Class A Notes, the Accrued Note Interest for [the][each Class of] Class A Notes for that Payment Date [or, if Available Investor Interest Collections are insufficient to pay the Accrued Note Interest in full for each Class of Class A Notes, to the Noteholders of each Class of Class A Notes, pro rata, based on the Note Balance of each Class of Class A Notes];

(ii)to the Noteholders of the Class B Notes, the Accrued Note Interest for the Class B Notes for that Payment Date;

(iii)to the Noteholders of the Class C Notes, the Accrued Note Interest for the Class C Notes for that Payment Date;

(iv)to the Noteholders of the Class D Notes, the Accrued Note Interest for the Class D Notes for that Payment Date;

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(v)pro rata, to the payment of all amounts, including indemnities, then due to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer for the Series 20  -   Notes, and any expenses incurred by the Issuer for the Series 20  -   Notes according to the Transaction Documents, in each case, if not paid by the Servicer or the Administrator, up to a maximum of $         per year;

(vi)pro rata (A) to the Back-up Servicer, the Monthly Back-up Servicing Fee for that Payment Date, if any, together with any Monthly Back-up Servicing Fees previously due but not paid on prior Payment Dates, and (B) if Ford Credit or one of its Affiliates is no longer the Servicer, to the Servicer, the Monthly Servicing Fee for that Payment Date, together with any Monthly Servicing Fees previously due but not paid on prior Payment Dates (unless the amount has been netted against deposits in the Collection Account according to Section 8.4(c) of the Indenture);

(vii)to treat as Available Investor Principal Collections for that Payment Date, the Investor Default Amount for that Payment Date;

(viii)to the Series 20  -   Reserve Account, the Series 20  -   Reserve Account Deposit Amount for that Payment Date;

(ix)to treat as Available Investor Principal Collections for that Payment Date, the sum of Investor Charge-Offs that have not been previously reimbursed;

(x)to treat as Available Investor Principal Collections for that Payment Date, the sum of Reallocated Principal Collections that have not been previously reimbursed;

(xi)Starting on the Series 20  -   Accumulation Period Reserve Account Funding Date, to the Series 20  -   Accumulation Period Reserve Account, the Series 20  -   Accumulation Period Reserve Account Deposit Amount for that Payment Date;

(xii)if Ford Credit is the Servicer, to the Servicer, the Monthly Servicing Fee for that Payment Date, together with any Monthly Servicing Fees previously due but not paid on prior Payment Dates (unless the amount has been netted against deposits in the Collection Account according to Section 8.4(c) of the Indenture);

(xiii)to the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust Agreement to increase the Available Subordinated Amount, the excess of the Required Subordinated Amount over the Available Subordinated Amount (unless the amount has been netted against deposits in the Collection Account according to Section 8.4(c) of the Indenture);

(xiv)pro rata, to the payment of all amounts, including indemnities, then due to the Owner Trustee, the Indenture Trustee and the Asset Representations Reviewer for the Series 20  -   Notes, and any expenses incurred by the Issuer for the Series 20  -   Notes according to the Transaction Documents, in each case, if not paid by the Servicer or the Administrator or under clause (v) above;

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(xv)to the Back-up Servicer, any amounts due under Section 2.3(b) of the Back-up Servicing Agreement and any Transition Costs due under Section 2.3(c) of the Back-up Servicing Agreement in excess of the amount in the Back-up Servicer Reserve Account, in each case, for the Series 20  -   Notes;

(xvi)to treat as Excess Interest Collections available from Series 20  -  , the Interest Collections Shortfalls for other Series in Excess Interest Sharing Group One; and

(xvii)to the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust Agreement, all remaining Available Investor Interest Collections.

(b)Application of Credit Enhancement.  If Available Investor Interest Collections for any Payment Date are insufficient to make the applications, payments and deposits required under Section 4.2(a), and if the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information in the Monthly Investor Report) will, on or before that Payment Date, apply available funds from the following sources in the following order of priority:

(i)from Excess Interest Collections available from other Series in Excess Interest Sharing Group One, to cover shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (xv) in that order;

(ii)from Available Depositor Interest Collections and Available Depositor Principal Collections (for Available Depositor Principal Collections, in an amount not exceeding the Available Subordinated Amount (before giving effect to Section 4.3) for that Payment Date), to cover shortfalls in the applications, payments and deposits required under Sections 4.2(a)(i) through (ix) in that order.  If the amount of Available Depositor Collections is insufficient to cover those shortfalls for Series 20  -  , as well as any similar shortfalls for other Series, then Available Depositor Collections will be allocated to Series 20  -   based on the ratio that the Available Subordinated Amount for Series 20  -   has to the aggregate “Available Subordinated Amounts” for all Series having those shortfalls.  If the amount of Available Depositor Collections exceeds the aggregate amount of those shortfalls for all Series, then the excess Available Depositor Collections will be applied to cover any unpaid Adjustment Payments;

(iii)from the Series 20  -   Reserve Account Available Amount, to cover shortfalls in the applications, payments and deposits required under Sections 4.2(a)(i) through (vii) in that order; and

(iv)from the Reallocated Principal Collections for that Payment Date, to cover shortfalls in the payments required under Sections 4.2(a)(i) through (iv).

(c)Available Investor Principal Collections.  If the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on information in the Monthly Investor Report) will, on each Payment Date and if Available Investor Principal Collections on deposit in the Collection Account, make the following applications, payments or deposits in the following order of priority:

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(i)on any Payment Date for the Controlled Accumulation Period or Early Amortization Period, to the Series 20  -   Principal Funding Account, the excess, if any, of the Monthly Principal Amount for that Payment Date over the amount deposited in the Series 20  -   Principal Funding Account from the Excess Funding Account under Section 4.2(d) on that Payment Date;

(ii)to other Principal Sharing Series in Principal Sharing Group One, the Shared Principal Collections for that Payment Date;

(iii)to the Excess Funding Account, the excess, if any, of the Required Pool Balance over the Net Adjusted Pool Balance under Section 8.3(b)(ii) of the Indenture; and

(iv)to the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust Agreement, all remaining Available Investor Principal Collections.

(d)Excess Funding Amounts.  If the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on information in the Monthly Investor Report) will, on each Payment Date for the Controlled Accumulation Period or an Early Amortization Period, deposit in the Series 20  -   Principal Funding Account from the Excess Funding Account the lesser of (i) the Series 20  -   Excess Funding Amount, and (ii) the Monthly Principal Amount for that Payment Date.

(e)Insufficient Available Investor Principal Collections.  If Available Investor Principal Collections for any Payment Date for an Early Amortization Period are insufficient to deposit the amount required under Section 4.2(c)(i), and if the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information in the Monthly Investor Report) will, on that Payment Date, deposit in the Series 20  -   Principal Funding Account Available Depositor Interest Collections and Available Depositor Principal Collections (for Available Depositor Principal Collections, in an amount not to exceed the Available Subordinated Amount) on that Payment Date in an amount equal to the excess of the Adjusted Invested Amount over the sum of the amounts deposited in the Series 20  -   Principal Funding Account from Available Investor Principal Collections under Section 4.2(c)(i) and from the Excess Funding Account under Section 4.2(d).

(f)Payments of Principal.  If an Early Amortization Period has not begun, on the Expected Final Payment Date, or on each Payment Date for an Early Amortization Period, and if the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information in the Monthly Investor Report) will withdraw an amount up to the aggregate Note Balance of Series 20  -   from the Series 20  -   Principal Funding Account for payment in the following order of priority: (i) to the Noteholders of [the][each Class of] Class A Notes, [pro rata based on the principal amount of each Class of Class A Notes,] until the Note Balance of [the][each Class of] Class A Notes is reduced to zero, (ii) to the Noteholders of Class B Notes, until the Note Balance of the Class B Notes is reduced to zero, (iii) to the Noteholders of the Class C Notes, until the Note Balance of

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the Class C Notes is reduced to zero and (iv) to the Noteholders of the Class D Notes, until the Note Balance of the Class D Notes is reduced to zero.

(g)Controlled Accumulation Period.  The Controlled Accumulation Period is scheduled to start on the first day of the          20   Collection Period.  However, if the Accumulation Period Length is less than six Collection Periods, the date the Controlled Accumulation Period actually starts will be delayed to the first day of the Collection Period that is the number of Collection Periods before the Expected Final Payment Date at least equal to the Accumulation Period Length.  On or before each Determination Date starting with the Determination Date in the           20   Collection Period and ending when the Controlled Accumulation Period starts, the Servicer will determine the “Accumulation Period Length.”

Section 4.3.Investor Charge-Offs.  On each Determination Date, the Servicer will calculate the Investor Default Amount, if any, for the related Payment Date.  If the Investor Default Amount for any Payment Date exceeds the sum of the amounts applied to fund the Investor Default Amount under Section 4.2(a)(vii) (including any amounts applied under Section 4.2(b)), then the excess will be applied in the following order of priority to reduce (a) the Available Subordinated Amount for the related Determination Date (after giving effect to any reductions of the Available Subordinated Amount under Section 4.2(b)(ii)), (b) the Class D Invested Amount, (c) the Class C Invested Amount, (d) the Class B Invested Amount, and (e) the remaining Invested Amount.

Section 4.4.Reallocated Principal Collections.  On each Payment Date, the Reallocated Principal Collections for that Payment Date will be applied in the following order of priority to reduce (a) the Available Subordinated Amount (after giving effect to any reductions of the Available Subordinated Amount under Section 4.2(b)(ii) and Section 4.3), (b) the Class D Invested Amount, (c) the Class C Invested Amount, and (d) the Class B Invested Amount.

Section 4.5.Excess Interest Collections.  On each Payment Date, Series 20  -   will be allocated an amount equal to the product of (a) the aggregate amount of Excess Interest Collections for all Excess Interest Sharing Series in Excess Interest Sharing Group One for that Payment Date, times (b) a fraction with a numerator equal to the Interest Collections Shortfall for Series 20  -   for that Payment Date and a denominator equal to the aggregate amount of Interest Collections Shortfalls for all Excess Interest Sharing Series in Excess Interest Sharing Group One for that Payment Date.

Section 4.6.Shared Principal Collections.  On each Payment Date, Series 20  -   will be allocated an amount equal to the product of (a) the aggregate amount of Shared Principal Collections for all Principal Sharing Series in Principal Sharing Group One for that Payment Date, times (b) a fraction with a numerator equal to the Principal Shortfall for Series 20  -   for that Payment Date and a denominator equal to the aggregate amount of Principal Shortfalls for all Principal Sharing Series in Principal Sharing Group One for that Payment Date.

Section 4.7.Series 20  -   Accounts.

(a)Establishment of Series 20  -   Accounts.  On or before the Closing Date, the Servicer will establish the following segregated trust accounts at a Qualified Institution (initially

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the corporate trust department of            ), each in the name “           , as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for Series 20  -  “, to be designated as follows:

(i)“Principal Funding Account” with account number       ;

(ii)“Reserve Account” with account number       ; and

(iii)“Accumulation Period Reserve Account” with account number       .

(b)Control.  Each of the Series 20  -   Accounts will be under the control of the Indenture Trustee so long as the Series 20  -   Accounts remain subject to the Lien of this Indenture Supplement, except that the Servicer may make deposits to and direct the Indenture Trustee to make deposits to or withdrawals from the Series 20  -   Accounts according to the Series 20  -   Transaction Documents.  Following the payment in full of the Series 20  -   Notes and the release of the Series 20  -   Accounts from the Lien of this Indenture Supplement, the Series 20  -   Accounts will be under the control of the Issuer.

(c)Benefit of Accounts; Deposits and Withdrawals.  The Series 20  -   Accounts and all cash, money, securities, investments, financial assets and other property deposited in or credited to them will be held by the Indenture Trustee as secured party for the benefit of the 20  -   Secured Parties and, after payment in full of the Series 20  -   Notes and the release of the Series 20  -   Accounts from the Lien of this Indenture Supplement, as agent of the Issuer and as part of the Trust Property.  All deposits to and withdrawals from the Series 20  -   Accounts will be made according to the Series 20  -   Transaction Documents.

(d)Maintenance of Accounts.  If an institution maintaining the Series 20  -   Accounts ceases to be a Qualified Institution, the Servicer will, with the Indenture Trustee’s assistance as necessary, move the Series 20  -   Accounts to a Qualified Institution within 30 days.

(e)Compliance.  Each Series 20  -   Account will be subject to the Series 20  -   Account Control Agreement.  The Servicer will ensure that the Series 20  -   Account Control Agreement requires the Qualified Institution maintaining the Series 20  -   Accounts to comply with “entitlement orders” (as defined in Section 8-102 of the UCC) from the Indenture Trustee without further consent of the Issuer, if the Series 20  -   Notes are Outstanding, and to act as a “securities intermediary” according to the UCC.

(f)Excess to Holders of Depositor Interest.  If on any Payment Date, after giving effect to all withdrawals from and deposits in the Series 20  -   Accounts, the amount in any Series 20  -   Account exceeds the amount required to be in that Series 20  -   Account under this Indenture Supplement or any other Series 20  -   Transaction Document, then the Indenture Trustee will, at the direction of the Servicer, distribute the excess to the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust Agreement.

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Section 4.8.Investment of Funds in Series 20  -   Accounts.

(a)Permitted Investments.  If no Default or Event of Default has occurred and is continuing, the Servicer may provide investment instructions to the Indenture Trustee for the investment of funds in the Series 20  -   Accounts in Permitted Investments, and the Indenture Trustee will direct the Qualified Institution maintaining the Series 20  -   Accounts to invest the funds in the Series 20  -   Accounts in those Permitted Investments.  The investment instructions  from the Servicer may be in the form of a standing instruction.  If (i) the Servicer fails to give investment instructions for any funds in a Series 20  -   Account to the Indenture Trustee by 11:00 a.m. New York time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date or (ii) the Qualified Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing for the Series 20  -   Notes, the Qualified Institution will invest and reinvest funds in the Series 20  -   Accounts according to the last investment instruction received, if any.  If no prior investment instructions have been received or if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions.  The Servicer may direct the Indenture Trustee to consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments.

(b)Maturity of Investments.  Any Permitted Investments of funds in the Series 20  -   Accounts (or any reinvestments of the Permitted Investments) for a Collection Period must mature, if applicable, and be available no later than the related Payment Date.  However, funds in the Reserve Account may be invested in Permitted Investments that will not mature or be available before the related Payment Date if the Rating Agency Condition has been satisfied for the investment.  Any Permitted Investments with a maturity date will be held to their maturity, except that such Permitted Investments may be sold or disposed of before their maturity (i) if they relate to funds in the Reserve Account required to make payments under Section 4.2(b)(iii) or (ii) in connection with the sale or liquidation of the Collateral following an Event of Default under Section 5.6 of the Indenture.

(c)No Liability for Investments.  None of the Depositors, the Servicer, the Indenture Trustee or the Qualified Institution maintaining any Series 20  -   Account will be liable for the selection of Permitted Investments or for investment losses incurred on Permitted Investments (other than in the capacity as obligor, if applicable).

(d)Continuation of Liens in Investments.  The Servicer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment held in the Series 20  -   Account unless the security interest Granted and perfected in the account in favor of the Indenture Trustee will continue to be perfected in the investment or the proceeds of the sale, in each case, without any further action by any Person.

Section 4.9.Series 20  -   Reserve Accounts.

(a)Initial Reserve Account Deposit.  The Series 20  -   Reserve Account will be funded by the Depositors on the Closing Date in the amount equal to the Series 20  -   Reserve Account Required Amount for that date and will be increased and decreased as stated in this Indenture Supplement.

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(b)Reserve Account Step-up Deposit.  On or before the first day of any Subordination Step-up Period, the Depositors may elect to increase the Series 20  -   Reserve Account Required Percentage for that Subordination Step-up Period instead of increasing the Subordination Factor, by (i) notifying the Servicer and the Indenture Trustee of the election and (ii) depositing the amount of the related increase of the Series 20  -   Reserve Account Required Amount in the Series 20  -   Reserve Account.  However, if the Depositors fail to deposit the amount of the increase in the Series 20  -   Reserve Account on or before the Payment Date of that Subordination Step-up Period, the Subordination Factor will automatically increase according to the definition of Subordination Factor.

(c)Release of Funds in Reserve Account.  On the earlier to occur of (A) the payment in full of the Series 20  -   Notes, and (B) the Series 20  -   Final Maturity Date, any funds remaining in the Series 20  -   Reserve Account will be treated as Available Investor Principal Collections. The Series 20  -   Reserve Account will, following that occurrence, be considered to have terminated under this Indenture Supplement.

Section 4.10.Series 20  -   Reserve Accumulation Period Reserve Accounts.

(a)Initial Accumulation Period Reserve Account Deposit.  The Series 20  -   Accumulation Period Reserve Account will be funded by the Issuer, starting on the Series 20  -   Accumulation Period Reserve Account Funding Date, in the amount equal to the Series 20  -   Accumulation Reserve Account Required Amount for that date and will be increased and decreased as stated in this Indenture Supplement.

(b)Accumulation Period Reserve Account Draw Amounts.  On or before each Payment Date for the Controlled Accumulation Period, the Servicer will calculate the Series 20  -   Accumulation Period Reserve Draw Amount and direct the Indenture Trustee to withdraw the amount from the Series 20  -   Accumulation Period Reserve Account on that Payment Date and deposit the amount in the Collection Account for application as Available Investor Interest Collections.

(c)Release of Funds in Accumulation Period Reserve Account.  On the earliest to occur of (A) the payment in full of the Series 20  -   Notes, (B) the first Payment Date relating to an Early Amortization Period, and (C) the Series 20  -   Final Maturity Date, any funds remaining in the Series 20  -   Accumulation Period Reserve Account will be treated as Available Investor Interest Collections.  The Series 20  -   Accumulation Period Reserve Account will, following that occurrence, be considered to have terminated for purposes of this Indenture Supplement.

Section 4.11.[Calculation Agent].

(a)Appointment.  [The Issuer agrees that for so long as the Floating Rate Notes are Outstanding there will be an agent appointed to calculate LIBOR for each Interest Period (the “Calculation Agent”).  The Issuer appoints                     as Calculation Agent only for the purposes of determining LIBOR for each Interest Period and                   accepts the appointment.  The Calculation Agent may be removed by the Issuer at any time.  If the Calculation Agent is unable or unwilling to act as Calculation Agent or is removed by the Issuer,

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the Issuer will promptly appoint as a replacement Calculation Agent a leading bank engaged in transactions in Eurodollar deposits in the international Eurodollar market and not an Affiliate of the Issuer or its Affiliates.  The Calculation Agent may not resign without a replacement having been duly appointed.

(b)LIBOR Determination.  On each LIBOR Determination Date, the Calculation Agent will notify the Servicer, the Issuer and the Administrator by email of LIBOR for the following Interest Period.  All calculations of LIBOR for the Floating Rate Notes by the Calculation Agent, in the absence of manifest error, will be conclusive and binding on the Series 20  -   Noteholders.]

ARTICLE V
THE NOTES

Section 5.1.Additional Terms Applicable to the Notes.  The Series 20  -   Notes and the Series 20  -   Noteholders and Note Owners will be subject to the terms applicable to the Series 20  -   Notes in Article II of the Indenture and in this Article V.

Section 5.2.Note Owner Representations.  Each Series 20  -   Note Owner, by its acceptance of an interest or participation in the Series 20  -   Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee as follows:

(a)ERISA Representations.  Each Series 20  -   Note Owner that is subject to Title I of ERISA, Section 4975 of the Code or Similar Law, by accepting an interest or participation in a Series 20  -   Note, is deemed to represent that its purchase, holding and disposition of that interest or participation is not and will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code due to the applicability of a statutory or administrative exemption from the prohibited transaction rules (or, if the Series 20  -   Note Owner is subject to Similar Law, the purchase, holding and disposition is not and will not result in a non-exempt violation of that Similar Law).

(b)Tax Treatment.  It will treat the Series 20  -   Notes for U.S. federal, State and local income and franchise tax purposes as indebtedness secured by the Trust Property.

Section 5.3.[Rule 144A Notes].

(a)[Rule 144A Notes Not Registered.  The Class    [and Class   ] Notes ([collectively,] the “Rule 144A Notes”) have not been registered under the Securities Act or any State securities laws.  None of the Issuer, the Depositors or the Indenture Trustee is obligated to register the Rule 144A Notes under the Securities Act or any State securities or “blue sky” laws or to take other action not required under this Indenture Supplement, the Indenture or the Trust Agreement to permit the transfer of a Rule 144A Note without registration.  The Issuer, at the direction of the Depositors or the Administrator, may elect to register, or cause the registration of, the Rule 144A Notes under the Securities Act and any applicable State securities laws.  In this case, the Issuer will deliver, or cause to be delivered, to the Indenture Trustee and the Note Registrar the Opinions of Counsel, Officer’s Certificates and other information necessary to effect the registration.

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(b)           Restrictions on Transfer.  Until the Rule 144A Notes have been registered under the Securities Act and any applicable State securities laws under Section 5.3(a), no Rule 144A Note may be sold, transferred, assigned, participated, pledged or disposed of (each, a “Rule 144A Note Transfer”) except according to this Section 5.3, and an attempted Rule 144A Note Transfer in violation of this Section 5.3 will be null and void (each, a “Void Rule 144A Note Transfer”).

(c)           Note Legend and Transferee Representation.  Each Rule 144A Note will bear the legend in Exhibit A.  As a condition to the registration of a Rule 144A Note Transfer, the prospective transferee of the Rule 144A Note will be deemed to represent to the Indenture Trustee, the Note Registrar and the Issuer the following:

(i)         It understands that the Rule 144A Notes have not been registered under the Securities Act or any State securities or “blue sky” laws.

(ii)        It understands that Rule 144A Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws and only to a person who the holder reasonably believes is a “qualified institutional buyer” within the meaning of Rule 144A (a “QIB”).

(iii)       It (A) is a QIB, (B) is aware that the sale to it is being made in reliance on Rule 144A and if it is acquiring the Rule 144A Notes or an interest or participation in the Rule 144A Notes for the account of another QIB, that other QIB is aware that the sale is being made in reliance on Rule 144A and (C) is acquiring the Rule 144A Notes or an interest or participation in the Rule 144A Notes for its own account or for the account of another QIB.

(iv)       It is purchasing the Rule 144A Notes for its own account or for one or more investor accounts for which it is acting as fiduciary or agent, in each case for investment, and not with a view to offer, transfer, assign, participate, pledge or dispose of the Rule 144A Notes for a distribution that would violate the Securities Act.

(d)           Rule 144A Noteholder Agreement.  By acceptance of a Rule 144A Note, the Series 20  -   Noteholder of a Rule 144A Note agrees with and represents to the Depositors, the Issuer and the Note Registrar that no Rule 144A Note Transfer will be made unless (i) the registration requirements of the Securities Act and applicable State securities laws have been complied with for the Rule 144A Note according to Section 5.3(a), (ii) the Rule 144A Note Transfer is to a Depositor or its Affiliates or (iii) the Rule 144A Note Transfer is exempt from the registration requirements under the Securities Act because the Rule 144A Note Transfer is in compliance with Rule 144A, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the account of a QIB and to whom notice is given that the Rule 144A Note Transfer is being made in reliance on Rule 144A.

(e)           Rule 144A Information.  The Depositors will make available to the prospective transferor and transferee of a Rule 144A Note information requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the “Rule 144A Information”).  The Rule 144A Information will include any of the following items requested by the prospective transferee:

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(i)         the offering memorandum, if any, relating to the Rule 144A Notes and any amendments or supplements to the offering memorandum;

(ii)        the Monthly Investor Report for each Payment Date before the request;

(iii)       copies of the Series 20  -   Transaction Documents, including any amendments, and

(iv)       any other information reasonably available to the Depositors that may be considered Rule 144A Information.]

Section 5.4.           Communications by Series 20  -   Noteholders.

(a)           Noteholder Communications with Indenture Trustee.  A Series 20  -   Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notifying the Indenture Trustee.  Any Note Owner must provide a written certification stating that the Note Owner is a beneficial owner of a Series 20  -   Note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying ownership or another similar document evidencing ownership of a Series 20  -   Note.  The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Series 20  -   Noteholder or a Note Owner, other than requests, demands or directions relating to an asset representations review demand under Section 5.5, unless the Series 20  -   Noteholder or Note Owner has offered reasonable security or indemnity reasonably satisfactory to the Indenture Trustee to protect it against the fees and expenses that it may incur in complying with the request, demand or direction.

(b)           Communications between Series 20  -   Noteholders.  A Series 20  -   Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) that seeks to communicate with other Series 20  -   Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture Supplement or the other Series 20  -   Transaction Documents may send a request to the Issuer or the Servicer, on behalf of the Issuer, to include information regarding the communication in a Form 10-D to be filed by the Issuer with the Securities and Exchange Commission.  Each request must include (i) the name of the requesting Series 20  -   Noteholder or Note Owner, (ii) the method by which other Series 20  -   Noteholders or Note Owners, as applicable, may contact the requesting Series 20  -   Noteholder or Note Owner and (iii) in the case of a Note Owner, a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Series 20  -   Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document.  A Series 20  -   Noteholder or Note Owner, as applicable, that delivers a request under this Section 5.4(b) will be deemed to have certified to the Issuer and the Servicer that its request to communicate with other Series 20  -   Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture or the other Series 20  -   Transaction Documents, and will not be used for other purposes.  The Issuer will promptly

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deliver any request to the Servicer.  On receipt of a request, the Servicer will include in the Form 10-D filed by the Issuer with the Securities and Exchange Commission for the Collection Period in which the request was received (A) a statement that the Issuer has received a request from a Series 20  -   Noteholder or Note Owner, as applicable, that is interested in communicating with other Series 20  -   Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture or the other Series 20  -   Transaction Documents, (B) the name of the requesting Series 20  -   Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Series 20  -   Noteholders or Note Owners, as applicable, may contact the requesting Series 20  -   Noteholder or Note Owner.

Section 5.5.           Series 20  -   Noteholder Demand for Asset Representations Review.  If a Status Trigger occurs, a Series 20  -   Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may make a demand on the Indenture Trustee to cause a vote of the Series 20  -   Noteholders or Note Owners, as applicable, about whether to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement.  In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Series 20  -   Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document.  If Series 20  -   Noteholders and Note Owners, of at least 5% of the aggregate Note Balance of the Notes demand a vote within 90 days of the filing of the Form 10-D reporting the occurrence of the Status Trigger, the Indenture Trustee will promptly request a vote of the Series 20  -   Noteholders through the Clearing Agency.  The vote will remain open until the 150th day after the filing of the Form 10-D.  Assuming a voting quorum of Series 20  -   Noteholders holding at least 5% of the aggregate Note Balance of the Series 20  -   Notes is reached, if the Series 20  -   Noteholders of a majority of the Note Balance of Series 20  -   Notes voted agree to a Review, the Indenture Trustee will promptly send a Review Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement directing the Asset Representations Reviewer to conduct the Review.

ARTICLE VI
SERIES 20  -   AMORTIZATION EVENTS

Section 6.1.           Series 20  -   Amortization Events.  Any of the following events for the Series 20  -   Notes will be an Amortization Event:

(a)           Failure to Make Required Payments; Failure to Perform.  Either Depositor fails (i) to make any payment or deposit required to be made under the related Sale and Servicing Agreement, the Indenture or this Indenture Supplement on or before the date occurring five Business Days after the date the payment or deposit is required to be made or (ii) to observe or perform in any material respect any other covenants or agreements of that Depositor in the related Sale and Servicing Agreement, the Indenture or this Indenture Supplement that has an Adverse Effect and continues for 60 days after the Depositor receives notice from the Indenture Trustee of the failure, requiring it to be corrected, and the failure continues to have an Adverse Effect for that 60-day period;

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(b)           Representations and Warranties.  Any representation or warranty made by either Depositor in the related Sale and Servicing Agreement, the Indenture or this Indenture Supplement, or any information contained in a computer file or other list required to be delivered by that Depositor under the related Sale and Servicing Agreement, proves to have been incorrect in any material respect when made or when delivered and has an Adverse Effect, which continues to be incorrect in any material respect for 60 days after the Depositor receives notice from the Indenture Trustee of the failure, requiring it to be corrected, and the failure continues to have an Adverse Effect for that 60-day period.  However, a Series 20  -   Amortization Event under this subsection (b) will be considered corrected if that Depositor has accepted reassignment of the related Receivable, or all those Receivables, if applicable, during that period according to the related Sale and Servicing Agreement;

(c)           Servicer Termination Event.  A Servicer Termination Event occurs that has an Adverse Effect;

(d)           Expected Final Payment Date.  The Note Balance of the Series 20  -   Notes is not paid in full on the Expected Final Payment Date;

(e)           Monthly Principal Payment Rate.  The average of the Monthly Principal Payment Rates for the three prior Collection Periods is less than   %;

(f)            Required Subordinated Amount.  On any Determination Date, the Available Subordinated Amount for the next Payment Date will be less than the Required Subordinated Amount after giving effect to any payments to be made on that Payment Date, and continues unremedied for five Business Days after that Payment Date.  For the purpose of determining whether a Series 20  -   Amortization Event has occurred under this subsection (f), any reduction of the Available Subordinated Amount resulting from reallocations of the Available Depositor Principal Collections to pay interest on the Series 20  -   Notes if LIBOR is equal to or greater than the prime rate on which interest on the receivables is calculated on the applicable LIBOR Determination Date will be considered a Series 20  -   Amortization Event only if LIBOR remains equal to or greater than the prime rate for the next 30 consecutive days following that LIBOR Determination Date;

(g)           Excess Funding Account.  The amounts in the Excess Funding Account exceed   % of the sum of the “Adjusted Invested Amounts” of all Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or

(h)           Acceleration of Series 20  -   Notes.  An Event of Default for Series 20  -   occurs and the Series 20  -   Notes are accelerated under Section 5.2 of the Indenture.

If an event described in subsections (a) through (c) above occurs and is continuing, either the Indenture Trustee or the Series 20  -   Noteholders of a majority of the Note Balance of the Series 20  -   Notes by notifying the Depositors and the Servicer (and to the Indenture Trustee if given by the Series 20  -   Noteholders) may declare that an Amortization Event for the Series 20  -   Notes (a “Series 20  -   Amortization Event”).  If an event described in subsections (d) through (h) above occurs, a Series 20  -   Amortization Event will occur

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immediately without any notice or other action by the Indenture Trustee or the Series 20  -   Noteholders.

ARTICLE VII
SERIES FINAL MATURITY; FINAL PAYMENTS

Section 7.1.           Series Final Maturity.

(a)           Reassignment Amount; Liquidation Proceeds.  If the Sold Receivables are reassigned under Section 2.3(c) or 6.1(b) of the Sale and Servicing Agreements, the Reassignment Amount will be paid to the Series 20  -   Noteholders on the first Payment Date following the Collection Period in which the reassignment occurs.  If the Collateral allocable to Series 20  -   is liquidated under Section 5.6(c) of the Indenture, the proceeds from the liquidation will be paid to the Series 20  -   Noteholders on the first Payment Date following the Collection Period in which the liquidation occurs.  The Indenture Trustee will (based on the information in the most recent Monthly Investor Report) make payments or distributions of the Reassignment Amount or the proceeds from any liquidation of Collateral allocable to Series 20  -   under Section 5.6(c) of the Indenture according to Section 4.2 on the related Payment Date.

(b)           Payment in Full.  Notwithstanding anything to the contrary in this Indenture Supplement, the Indenture or the Sale and Servicing Agreements, (i) all amounts distributed to the Note Paying Agent under Section 7.1(a) for payment to the Series 20  -   Noteholders will be considered paid in full to the Series 20  -   Noteholders on the date the funds are distributed to the Note Paying Agent under this Section 7.1(b) and will be considered to be a final payment of the Series 20  -  Notes and (ii) if the amounts available for final payment to the Series 20  -   Noteholders and to the Noteholders of any other Series on any Payment Date are less than the amount required to be so paid, the available amounts will be allocated to each Series based on the respective amounts required to be paid to each Series on that Payment Date.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

Section 8.1.           Ratification of Agreement.  The Indenture, as supplemented by this Indenture Supplement, will continue in full force and effect and is ratified and confirmed.

Section 8.2.           GOVERNING LAW.  THIS INDENTURE SUPPLEMENT AND EACH SERIES 20  -   NOTE WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 8.3.           Counterparts.  This Indenture Supplement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

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EXECUTED BY:
		FORD CREDIT FLOORPLAN MASTER OWNER
		TRUST A, as Issuer
		By:	, not in its individual capacity, but solely as Owner Trustee
		By:
			Name:
			Title:
			, not in its individual capacity, but solely as Indenture Trustee
		By:
			Name:
			Title:
AGREED AND ACCEPTED BY:
FORD MOTOR CREDIT COMPANY LLC,
as Servicer
By:
	Name:
	Title:

[Signature Page to Series 20  -   Indenture Supplement]

Appendix A
to Indenture Supplement

Usage and Definitions

Ford Credit Floorplan Master Owner Trust A
Series 20  -  

Usage

The following usage rules apply to this Appendix, any document that incorporates this Appendix and any document delivered under any such document:

(a)The term “document” includes any document, agreement, instrument, certificate, notice, report, statement or other writing, whether in electronic or physical form.

(b)Accounting terms not defined or not completely defined in this Appendix will have the meanings given to them under generally accepted accounting principles, international financial reporting standards or other applicable accounting principles in effect in the United States on the date of the document that incorporates this Appendix.

(c)References to “Article,” “Section,” “Exhibit,” “Schedule,” “Appendix” or another subdivision of or to an attachment are, unless otherwise stated, to an article, section, exhibit, schedule, appendix or subdivision of or an attachment to the document in which the reference appears.

(d)Any document defined or referred to in this Appendix or in any document that incorporates this Appendix means the document as amended, modified, supplemented, restated or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in the document.

(e)Any statute defined or referred to in this Appendix or in any document that incorporates this Appendix means the statute as amended, modified, supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rules and regulations under the statute and any judicial and administrative interpretations of the statute.

(f)References to “law” or “applicable law” in this Appendix or in any document that incorporates this Appendix include all rules and regulations enacted under such law.

(g)The calculation of any amount as of the Series Cutoff Date will be determined as of the open of business on that day before the application or processing of any funds, payments and other transactions on that day.  The calculation of any amount for any other day will be determined as of the close of business on that day after the application or processing of any funds, payments and other transactions on that day.

(h)References to deposits, transfers and payments of any funds refer to deposits, transfers or payments of such funds in immediately available funds.

AA-1

(i)The terms defined in this Appendix apply to the singular and plural forms of those terms.

(j)The term “including” means “including without limitation.”

(k)References to a Person are also to its permitted successors and assigns, whether in its individual or representative capacity.

(l)In the computation of periods of time from one date to or through a later date, the word “from” means “from and including,” the word “to” means “to but excluding,” and the word “through” means “to and including.”

(m)Except where “not less than zero” or similar language is indicated, amounts determined by reference to a mathematical formula may be positive or negative.

(n)References to a month, quarter or year are, unless otherwise stated, to a calendar month, calendar quarter or calendar year.

(o)No Person will be deemed to have “knowledge” of a particular event or occurrence for purposes of any document that incorporates this Appendix, unless either (i) a Responsible Person of the Person has actual knowledge of the event or occurrence or (ii) the Person has received notice of the event or occurrence according to any Transaction Document.

Definitions

“Accrued Note Interest” means, for a Class and a Payment Date, the sum of the Note Monthly Interest and the Note Interest Shortfall for that Class.

“Accumulation Period Factor” means, for any Collection Period, a fraction with:

(a)a numerator equal to the sum of the “Initial Invested Amounts” of all Series in Principal Sharing Group One; and

(b)a denominator equal to the sum of (i) the Initial Invested Amount, plus (ii) the “Initial Invested Amounts” of all Series in Principal Sharing Group One, other than Series 20  -  , that are not expected to be in their “Revolving Periods” from that date to the Expected Final Payment Date.

“Accumulation Period Length” means, for a Determination Date, the number of Collection Periods needed for the sum of the Accumulation Period Factors for those Collection Periods to be equal to or greater than the Required Accumulation Factor Number for that Determination Date.

“Adjusted Invested Amount” means, as of a date, (a) the Invested Amount, minus (b) during an Accumulation Period or Amortization Period for Series 20  -  , the amount of any Principal Collections in the Collection Account allocable to Series 20  -  , minus (c) the amount in the Series 20  -   Principal Funding Account (excluding any net investment earnings), each as of that date.

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“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of          , 20  , among the Issuer, the Servicer and the Asset Representations Reviewer.

“Asset Representations Reviewer” means           , a            .

“Available Investor Interest Collections” means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period, plus (b) any net investment earnings on amounts in the Series 20  -   Accounts for the related Collection Period, plus (c) the Series 20  -   Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 20  -   Accumulation Period Reserve Account under Section 4.7(c)(iii) of the Indenture Supplement, all remaining amounts in the Series 20  -   Accumulation Period Reserve Account (excluding any net investment earnings), plus (e) the Monthly Depositor Servicing Fee for that Payment Date.

“Available Investor Principal Collections” means, for a Payment Date, an amount equal to the excess of (a) the sum of (i) the Investor Principal Collections for the related Collection Period, plus (ii) any Available Investor Interest Collections, Series 20  -   Reserve Account Available Amounts, Excess Interest Collections from other Series in Excess Interest Sharing Group One and Available Depositor Collections that, under Sections 4.2(a) and (b) of the Indenture Supplement, are to be treated as Available Investor Principal Collections for that Payment Date, plus (iii) the Series 20  -   Excess Funding Amount, plus (iv) any Shared Principal Collections for other Series in Principal Sharing Group One (including any amounts in the Excess Funding Account that are made available to Series 20  -   under the Indenture as Shared Principal Collections), plus (v) on the termination of the Series 20  -   Reserve Account under Section 4.7(b)(ii) of the Indenture Supplement, all remaining amounts in the Series 20  -   Reserve Account (excluding any net investment earnings and after giving effect to Section 4.2(b)(iii)) of the Indenture Supplement, over (b) any Reallocated Principal Collections for that Payment Date.

“Available Subordinated Amount” means (a) for the first Determination Date after the Closing Date, an amount equal to the Required Subordinated Amount for the first Determination Date and (b) for any later Determination Date, an amount equal to the lesser of (i) the Required Subordinated Amount for that Determination Date and (ii) an amount equal to:

(A)the Available Subordinated Amount for the prior Determination Date; minus

(B)the amount of any Available Depositor Principal Collections used to cover shortfalls on the related Payment Date under Section 4.2(b)(ii) of the Indenture Supplement; minus

(C)the amount of the Investor Charge Offs and Reallocated Principal Collections for the related Payment Date applied to reduce the Available Subordinated Amount under Sections 4.3 and 4.4 of the Indenture Supplement; plus

(D)the amount of any Available Investor Interest Collections paid under Section 4.2(a)(xiii) of the Indenture Supplement to the Depositor Interest Account for distribution to the holders of the Depositor Interest; minus

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(E)the Incremental Subordinated Amount for the prior Determination Date; plus

(F)the Incremental Subordinated Amount for that Determination Date; minus

(G)the Subordinated Percentage of the increase in the Series 20  -   Excess Funding Amount since the prior Payment Date to the next Payment Date; plus

(H)the Subordinated Percentage of the decrease in the Series 20  -   Excess Funding Amount since the prior Payment Date to the next Payment Date; plus

(I)an amount equal to the increase, if any, in the Required Subordinated Amount as a result of a change in the Subordination Factor since the prior Determination Date, minus

(J)an amount equal to the decrease, if any, in the Required Subordinated Amount as a result of a change in the Subordination Factor since the prior Determination Date, plus

(K)any increases in the Available Subordinated Amount elected by the Depositors; provided, that the cumulative amount of the increases may not exceed [3.5]% of the initial Note Balance of the Series 20  -   Notes.

“Back-up Servicing Fee Rate” means    % per annum or a lesser percentage as may be stated by the Back-up Servicer, if any, in an Officer’s Certificate delivered to the Indenture Trustee.  If no Back-up Servicing Agreement is in effect, all references to the Back-up Servicing Fee Rate in this Indenture Supplement will be considered to be deleted from this Indenture Supplement and have no further effect.

[“Calculation Agent” has the meaning stated in Section 4.11 of the Indenture Supplement.]

“Class” means the Class A[-1], [Class A-2,] Class B, Class C and Class D Notes, as applicable.

“Class A[-1] Notes” means the $         Series 20  -   Class A-1 [   %][Floating Rate] Backed Notes issued by the Issuer, substantially in the form of Exhibit A.

[“Class A-2 Notes” means the $         Series 20  -   Class A-2 Floating Rate Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.]

[“Class A Notes” means the Class A-1 and Class A-2 Notes.  Unless otherwise stated, the Class A-1 and Class A-2 Notes will be treated as a single Class for purposes of allocations, distributions or payments.]

“Class B Invested Amount” means, as of a date, an amount (not less than zero) equal to (a) the initial Note Balance of the Class B Notes, minus (b) the aggregate amount of any principal payments made to the Noteholders of the Class B Notes before that date, minus (c) the cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Class B Invested

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Amount under Section 4.3 of the Indenture Supplement before that date, minus (d) the cumulative amount of unreimbursed Reallocated Principal Collections applied to reduce the Class B Invested Amount under Section 4.4 of the Indenture Supplement before that date.

“Class B Notes” means the $         Series 20  -   Class B [   %][Floating Rate] Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.

“Class C Invested Amount” means, as of a date, an amount (not less than zero) equal to (a) the initial Note Balance of the Class C Notes, minus (b) the aggregate amount of any principal payments made to the Noteholders of the Class C Notes before that date, minus (c) the cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Class C Invested Amount under Section 4.3 of the Indenture Supplement before that date, minus (d) the cumulative amount of unreimbursed Reallocated Principal Collections applied to reduce the Class C Invested Amount under Section 4.4 of the Indenture Supplement before that date.

“Class C Notes” means the $         Series 20  -   Class C [   %][Floating Rate] Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.

“Class D Invested Amount” means, as of a date, an amount (not less than zero) equal to (a) the initial Note Balance of the Class D Notes, minus (b) the aggregate amount of any principal payments made to the Noteholders of the Class D Notes before that date, minus (c) the cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Class D Invested Amount under Section 4.3 of the Indenture Supplement before that date, minus (d) the cumulative amount of unreimbursed Reallocated Principal Collections applied to reduce the Class D Invested Amount under Section 4.4 of the Indenture Supplement before that date.

“Class D Notes” means the $         Series 20  -   Class D [   %][Floating Rate] Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.

“Closing Date” means         , 20  .

“Controlled Accumulation Amount” means, for a Payment Date for the Controlled Accumulation Period, an amount equal to the Initial Invested Amount divided by six, except that, if the Controlled Accumulation Period starts after         20  , the Controlled Accumulation Amount for each Payment Date for the Controlled Accumulation Period will be equal to (a) the product of (i) the Initial Invested Amount, times (ii) the Accumulation Period Factor for the last Collection Period of the Revolving Period, divided by (b) the Required Accumulation Factor Number for the last Determination Date during the Revolving Period.

“Controlled Accumulation Period” means, unless an Early Amortization Period has started before that period, the period starting on the first day of the         20   Collection Period or a later date as is determined according to Section 4.2(g) of the Indenture Supplement and ending on the earlier to occur of (a) the day before the start of the Early Amortization Period and (b) the end of the Collection Period before the Payment Date on which the Note Balance of the Series 20  -   Notes will be paid in full.

“Controlled Deposit Amount” means, for a Payment Date for the Controlled Accumulation Period, an amount equal to the sum of (a) the Controlled Accumulation Amount

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for that Payment Date and (b) any Deficit Controlled Accumulation Amount for the prior Payment Date.

“Dealer Overconcentration” means, for a Determination Date, the excess, if any, of (a) the aggregate principal amount of Receivables originated in all Accounts of a Dealer or a group of affiliated Dealers on the last day of the related Collection Period, over (b)   % (or   % in the case of Dealers affiliated with AutoNation, Inc. (or its successors in interest)) of the Pool Balance on the last day of that Collection Period (or, in either case, a higher percentage if the Rating Agency Condition has been satisfied).

“Defaulted Amount” means, for a Determination Date, an amount (not less than zero) equal to (a) the principal amount of all Receivables that became Defaulted Receivables during the related Collection Period, minus (b) the amount of the Defaulted Receivables that are reassigned to the Depositors according to the Sale and Servicing Agreements (except that if an Insolvency Event of a Depositor occurs, the amount of the Defaulted Receivables that are reassigned to that Depositor will be zero), minus (c) the amount of the Defaulted Receivables that are assigned to the Servicer according to the Sale and Servicing Agreements (which will be zero if an Insolvency Event of the Servicer occurs).

“Deficit Controlled Accumulation Amount” means (a) for the first Payment Date for the Controlled Accumulation Period, the excess, if any, of the Controlled Accumulation Amount for that Payment Date, over the amount deposited in the Series 20  -   Principal Funding Account on that Payment Date and (b) for each later Payment Date for the Controlled Accumulation Period, the excess, if any, of the Controlled Deposit Amount for that Payment Date, over the amount deposited in the Series 20  -   Principal Funding Account on that Payment Date.

“Development Dealer Overconcentration” means, for a Determination Date, the excess, if any, of (a) the aggregate principal amount of Receivables that are Development Dealer Receivables on the last day of the related Collection Period, over (b)   % of the Pool Balance on the last day of that Collection Period (or, a higher percentage if the Rating Agency Condition has been satisfied).

“Early Amortization Period” means the period starting on the day on which an Amortization Event for Series 20  -   occurs (or, if the Servicer is not required to make daily deposits of Collections in the Collection Account under Section 8.4(b) of the Indenture, starting on the first day of the Collection Period in which the Amortization Event occurs) and ending on the earlier to occur of (a) the end of the Collection Period before the Payment Date on which the Note Balance of the Series 20  -   Notes will be paid in full and (b) the Series 20  -   Final Maturity Date.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Excess Interest Collections” means, for a Payment Date, an amount equal to the excess, if any, of (a) the Available Investor Interest Collections for that Payment Date, over (b) the amount required to be paid, without duplication, under Sections 4.2(a)(i) through (xv) of the Indenture Supplement on that Payment Date.

“Expected Final Payment Date” means the           20   Payment Date.

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“Fixed Investor Percentage” means, for a Deposit Date or Collection Period (or portion of a Collection Period occurring after the end of the Revolving Period), the percentage equivalent (not to exceed 100%) of a fraction with (a) a numerator equal to the Invested Amount on the last day of the Revolving Period and (b) a denominator equal to the greater of (i) the Adjusted Pool Balance on the last day of the prior Collection Period and (ii) the sum of the numerators used to calculate the applicable “Investor Percentages” for allocating Principal Collections to all Series for that Collection Period, except that, for any Deposit Date or Collection Period occurring after the Collection Period on the last day of which the Adjusted Invested Amount is zero, the Fixed Investor Percentage will be zero.

“Fleet Overconcentration” means, for a Determination Date, the excess, if any, of (a) the aggregate principal amount of the Receivables that are Fleet Receivables on the last day of the related Collection Period, over (b)   % of the Pool Balance on the last day of that Collection Period (or a higher percentage if the Rating Agency Condition has been satisfied).

“Floating Investor Percentage” means, for a Deposit Date or Collection Period (or portion of a Collection Period occurring before the end of the Revolving Period), the percentage equivalent (not to exceed 100%) of a fraction with (a) a numerator equal to the Adjusted Invested Amount on the last day of the prior Collection Period (or for the first Collection Period, the initial Note Balance of the Series 20  -   Notes) and (b) a denominator equal to the Adjusted Pool Balance on the last day of the prior Collection Period (or for the first Collection Period, the Adjusted Pool Balance as of the Series Cutoff Date).

[“Floating Rate Notes” means the Class A-2[, Class B, Class C and Class D] Notes.]

“Incremental Subordinated Amount” means, for a Determination Date, the product of:

(a)a fraction with (i) a numerator equal to an amount (not less than zero) equal to (A) the Adjusted Invested Amount as of the related Payment Date, plus (B) the product of the initial Note Balance of the Series 20  -   Notes times the excess of the Required Pool Percentage over 100%, plus (C) the Required Subordinated Amount on that Determination Date (without giving effect to the Incremental Subordinated Amount), minus (D) the Series 20  -   Excess Funding Amount as of that Determination Date and (ii) a denominator equal to the Pool Balance on that Determination Date; times

(b)the Non-Conforming Receivable Amount on that Determination Date.

“Indenture Supplement” means, for Series 20  -  , the Series 20  -   Indenture Supplement, dated as of         , 20  , between the Issuer and the Indenture Trustee.

“Initial Invested Amount” means, for the Series 20  -   Notes and for a date, $          .  However, the Initial Invested Amount will be reduced by the initial Note Balance of any Series 20  -   Notes that are no longer Outstanding on the day before the start of the Early Amortization Period.

“Interest Collections Shortfall” means, for a Payment Date, an amount equal to the excess, if any, of (a) the amount required to be paid, without duplication, under Sections 4.2(a)(i)

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through (xv) of the Indenture Supplement on that Payment Date, over (b) the Available Investor Interest Collections for that Payment Date.

“Interest Period” means, for a Payment Date (a) for each Class of Notes, except the Floating Rate Notes, from the 15th day of the month before the Payment Date to the 15th day of the month in which the Payment Date occurs (or from the Closing Date to           , 20   for the first Payment Date), and (b) for the Floating Rate Notes, from the prior Payment Date to the Payment Date (or from the Closing Date to           , 20   for the first Payment Date).

“Invested Amount” means, as of a date, an amount equal to (a) the initial Note Balance of the Series 20  -   Notes, minus (b) the aggregate amount of any principal payments made to the Series 20  -   Noteholders before that date, minus (c) the cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Invested Amount under Section 4.3 of the Indenture Supplement before that date, minus (d) the cumulative amount of unreimbursed Reallocated Principal Collections applied to reduce the Invested Amount under Section 4.4 of the Indenture Supplement before that date.

“Investor Charge-Off” means, for a Payment Date, the excess, if any, of the amount of the unfunded Investor Default Amount for that Payment Date over the amount of the Investor Default Amount applied to reduce the Available Subordinated Amount under Section 4.3 of the Indenture Supplement for that Payment Date.

“Investor Default Amount” means, for a Payment Date, an amount equal to the product of (a) the Floating Investor Percentage for the related Collection Period, times (b) the Defaulted Amount for that Collection Period.

“Investor Interest Collections” means, for a Deposit Date or Collection Period, an amount equal to the product of (a) the Floating Investor Percentage for the related Collection Period, times (b) the Interest Collections for that Deposit Date or Collection Period, as applicable.

“Investor Percentage” means, for a Collection Period (a) for Interest Collections and Defaulted Amounts at any time and Principal Collections during the Revolving Period, the Floating Investor Percentage and (b) for Principal Collections during the Controlled Accumulation Period or the Early Amortization Period, the Fixed Investor Percentage.

“Investor Principal Collections” means, for a Deposit Date or Collection Period, an amount equal to the product of (a) the Investor Percentage for the related Collection Period, times (b) the Principal Collections for that Deposit Date or Collection Period, as applicable.

[“LIBOR” means, for any Interest Period, the following rate, as determined by the Calculation Agent:

(a)the rate for U.S. dollar deposits for a period of one month which appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m., London time, on the LIBOR Determination Date; and

(b)if the rate does not appear on the Reuters Screen LIBOR01 Page, the rate determined on the basis of the rates at which deposits in U.S. Dollars are offered

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by four major banks in the London interbank market selected by the Calculation Agent at approximately 11:00 a.m., London time, on the LIBOR Determination Date to prime banks in the London interbank market for a period of one month starting on the LIBOR Determination Date and in a principal amount of at least U.S.$1,000,000, the Calculation Agent will request the principal London office of each of the banks selected to quote its rate.  If at least two quotes are provided, the rate will be the arithmetic mean of the quotations.  If fewer than two quotes are provided, the rate will be the arithmetic mean of the rates quoted by three major banks in New York City, selected by the Calculation Agent, at approximately 11:00 a.m., New York City time, on that LIBOR Determination Date for loans in U.S. Dollars to leading European banks for a period of one month starting on the LIBOR Determination Date and in a principal amount of at least U.S.$1,000,000.  However, if the banks selected by the Calculation Agent are not quoting rates, LIBOR for the Interest Period will be the same as LIBOR for the immediately preceding Interest Period.  All percentages resulting from any determination of LIBOR will be rounded to the nearest 1/100,000 of 1% (0.000001), with five one-millionths of a percentage point rounded upward.]

[“LIBOR Determination Date” means the date that is two London Banking Days before the first day of the applicable Interest Period.]

[“London Banking Day” means a day on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London.]

“Manufacturer Overconcentration” means, for a Determination Date, the sum of:

(a)the excess, if any, of (i) the aggregate principal amount of Receivables that relate to a particular Manufacturer (other than Ford or one of its associated Manufacturers) with a long-term unsecured rating of “A-” or better by Standard & Poor’s and Fitch (if rated by Fitch), and “A3” or better by Moody’s (if rated by Moody’s) on the last day of the related Collection Period, over (ii)   % of the Pool Balance on the last day of that Collection Period (or a higher percentage if the Rating Agency Condition has been satisfied); plus

(b)the excess, if any, of (i) the aggregate principal amount of Receivables that relate to a particular Manufacturer (other than Ford or one of its associated Manufacturers) with a long-term unsecured rating of “BBB+” or lower by Standard & Poor’s or unrated by Standard & Poor’s, or “BBB+” or lower by Fitch (if rated by Fitch), or “Baa1” or lower by Moody’s (if rated by Moody’s) on the last day of the related Collection Period, over (ii)   % of the Pool Balance on the last day of that Collection Period (or a higher percentage if the Rating Agency Condition has been satisfied).

“Medium and Heavy Truck Overconcentration” means, for a Determination Date, the excess, if any, of (a) the aggregate principal amount of Receivables that are Medium and Heavy Truck Receivables on the last day of the related Collection Period, over (b)   % of the Pool

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Balance on the last day of that Collection Period (or a higher percentage if the Rating Agency Condition has been satisfied).

“Monthly Back-up Servicing Fee” means, for any Payment Date, an amount equal to one-twelfth of the product of (a) the Back-up Servicing Fee Rate, times (b) the percentage equivalent of a fraction with a numerator equal to the Floating Investor Percentage for the related Collection Period and a denominator equal to the sum of the “Floating Investor Percentages” for all Series for that Collection Period, times (c) the aggregate principal amount of Receivables on the last day of the prior Collection Period.  If no Back-up Servicing Agreement is in effect, all references to the Monthly Back-up Servicing Fee in this Indenture Supplement will be considered to be deleted from this Indenture Supplement and have no further effect.

“Monthly Depositor Servicing Fee” means, for a Payment Date, an amount equal to one-twelfth of the product of (a) the product of (i) the sum of the Servicing Fee Rate and the Back-up Servicing Fee Rate, times (ii) 100% minus the sum of the “Floating Investor Percentages” for all Series for the related Collection Period, times (iii) the aggregate principal amount of Receivables on the last day of the prior Collection Period, times (b) the percentage equivalent of a fraction, the numerator of which is the Floating Investor Percentage for the related Collection Period and the denominator of which is the sum of the “Floating Investor Percentages” for all Series for that Collection Period.

“Monthly Investor Report” has the meaning stated in Section 3.1(a) of the Indenture Supplement.

“Monthly Principal Amount” means, for each Payment Date, starting with the Payment Date in the month following the month in which (a) the Controlled Accumulation Period starts, an amount equal to the lesser of (i) the Controlled Deposit Amount for that Payment Date, and (ii) the Adjusted Invested Amount on that Payment Date, or (b) the Early Amortization Period starts, the Adjusted Invested Amount on that Payment Date.

“Monthly Principal Payment Rate” means, for a Collection Period, the percentage equivalent of a fraction (a) the numerator of which is the Principal Collections for that Collection Period and (b) the denominator of which is the Pool Balance on the first day of that Collection Period.

“Monthly Servicing Fee” means, for a Payment Date, an amount equal to one-twelfth of the product of (a) the Servicing Fee Rate, times (b) the percentage equivalent of a fraction with a numerator equal to the Floating Investor Percentage for the related Collection Period and a denominator equal to the sum of the “Floating Investor Percentages” for all Series for that Collection Period, times (c) the aggregate principal amount of Receivables on the last day of the prior Collection Period, or for the first Collection Period, the aggregate principal amount of Receivables on the Series Cutoff Date.

“Non-Conforming Receivable Amount” means, for a Determination Date, the excess, if any, of:

(a)the sum, without duplication, of (i) the principal amount of Receivables that are Ineligible Receivables for that Determination Date, plus (ii) the aggregate amount

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of Dealer Overconcentrations, Development Dealer Overconcentrations, Fleet Overconcentrations, Manufacturer Overconcentrations, Medium and Heavy Truck Overconcentrations and Used Vehicle Overconcentrations for that Determination Date; over

(b)the sum, without duplication, of (i) the principal amount of Receivables that are Ineligible Receivables that became Defaulted Receivables during the period from the prior Determination Date to the current Determination Date, plus (ii) the aggregate principal amount of Receivables contributing to Dealer Overconcentrations, Development Dealer Overconcentrations, Fleet Overconcentrations, Manufacturer Overconcentrations, Medium and Heavy Truck Overconcentrations and Used Vehicle Overconcentrations that, in each case, became Defaulted Receivables during the period from the prior Determination Date (or, in the case of the first Determination Date, the Series Cutoff Date) to the current Determination Date.

“Note Interest Rate” means, for each Class, the interest rate per annum stated in Section 2.2(c) of the Indenture Supplement.

“Note Interest Shortfall” means, for a Class and a Payment Date, an amount equal to the excess, if any, of the Accrued Note Interest for the prior Payment Date for the Class over the amount of interest that was paid to the Noteholders of that Class on the prior Payment Date, together with interest on the excess amount, to the extent lawful, at the Note Interest Rate for the Class for that Interest Period.

“Note Monthly Interest” means, for a Class and a Payment Date, the aggregate amount of interest accrued on the Note Balance of that Class at the Note Interest Rate for that Class for the related Interest Period.

“Principal Sharing Group One” means Series 20  -   and each other Series stated in the related Indenture Supplement to be included in Principal Sharing Group One.

“Principal Shortfall” means, for Series 20  -   and a Payment Date, an amount equal to (a) for any Payment Date in the Revolving Period, zero, and (b) for any Payment Date for the Controlled Accumulation Period or Early Amortization Period, the excess, if any, of the Monthly Principal Amount for that Payment Date, over the amount of Available Investor Principal Collections for that Payment Date (excluding any Available Investor Principal Collections attributable to Shared Principal Collections).

[“QIB” has the meaning stated in Section 5.3(c)(ii) of the Indenture Supplement.]

“Rating Agency” means each of           and           .

“Rating Agency Condition” means, for an action or request and a Rating Agency, the satisfaction of either of the following conditions, according to the then-current policies of the Rating Agency for that action or request:

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(a)the Rating Agency has notified the Depositors the Servicer, the Owner Trustee and the Indenture Trustee in writing that the proposed action or request will not result in a downgrade or withdrawal of its then current rating on any of the Series 20  -   Notes; or

(b)the Issuer has given ten Business Days’ prior notice to the Rating Agency and the Rating Agency has not notified the Depositors, the Servicer, the Owner Trustee and the Indenture Trustee before the end of the ten-day period that the action will result in a downgrade or withdrawal of its then current rating on any of the Series 20  -   Notes.

“Reallocated Principal Collections” means, for a Payment Date, the amount of Investor Principal Collections applied according to Section 4.4 of the Indenture Supplement in an amount not to exceed:

(a)for the Class A Notes, the sum of (i) the Available Subordinated Amount plus (ii) the Class B Invested Amount plus (iii) the Class C Invested Amount plus (iv) the Class D Invested Amount, in each case, for that Payment Date;

(b)for the Class B Notes, the sum of (i) the Available Subordinated Amount plus (ii) the Class C Invested Amount plus (iii) the Class D Invested Amount, in each case, for that Payment Date;

(c)for the Class C Notes, the sum of (i) the Available Subordinated Amount plus (ii) the Class D Invested Amount, in each case, for that Payment Date; and

(d)for the Class D Notes, the Available Subordinated Amount for that Payment Date.

“Reassignment Amount” means, for a Payment Date, the sum of (a) the Note Balance of the Series 20  -   Notes on that Payment Date, plus (b) the Accrued Note Interest for each Class for that Payment Date, plus (c) any other amounts due and payable by the Issuer on that Payment Date for Series 20  -  , in each case, after giving effect to any payments to be made on that Payment Date.

“Required Accumulation Factor Number” means, for any Determination Date, a fraction, rounded upwards to the nearest whole number, the numerator of which is one and the denominator of which is equal to the lowest Monthly Principal Payment Rate, expressed as a decimal, for the twelve Collection Periods before the date of the calculation.

“Required Pool Percentage” means    %.

“Required Subordinated Amount” means, as of a date, the sum of:

(a)the greater of (i) zero and (ii) the product of (A) the Subordinated Percentage, times (B) the excess of the initial Note Balance of the Series 20  -   Notes over the Series 20  -   Excess Funding Amount on that date; plus

(b)the Incremental Subordinated Amount for that date.

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[“Reuters Screen LIBOR01 Page” means the display page currently so designated on the Reuters Capital Markets service (or another page in that service that replaces that page for the purpose of displaying comparable rates or prices).]

“Review Demand Date” means, for a Review, the date when the Indenture Trustee determines that each of (a) the Status Trigger has occurred and (b) the required percentage of Series 20  -   Noteholders has voted to direct a Review under Section 5.5 of the Indenture Supplement.

“Review Notice” means the notice from the Indenture Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform a Review.

“Review Receivable” means, for a Review, each Receivable in an Account that has been designated as “status” by the Servicer as of the last day of the Collection Period before the Review Demand Date stated in the Review Notice.

“Revolving Period” means the period starting on the Closing Date and ending on the earlier of the day before the date the Controlled Accumulation Period or the Early Amortization Period starts.

[“Rule 144A Information” has the meaning stated in Section 5.3(e) of the Indenture Supplement.]

[“Rule 144A Note Transfer” has the meaning stated in Section 5.3(b) of the Indenture Supplement.]

[“Rule 144A Notes” has the meaning stated in Section 5.3(a) of the Indenture Supplement.]

“Secured Parties” means the Series 20  -   Noteholders.

“Series 20  -  “ means the Series of Notes, the Principal Terms of which are stated in this Indenture Supplement.

“Series 20  -   Account Control Agreement” means the Series 20  -   Account Control Agreement, dated as of        , 20  , among the Issuer, as grantor, the Indenture Trustee, as secured party, and               , in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC.

“Series 20  -   Accounts” means the Series 20  -   Principal Funding Account, the Series 20  -   Reserve Account, the Series 20  -   Accumulation Period Reserve Account, which will be the “Series Accounts” for Series 20  -   for purposes of the Indenture.

“Series 20  -   Accumulation Period Reserve Account” means the account stated under Section 4.7(c) of the Indenture Supplement.

EA-13

“Series 20  -   Accumulation Period Reserve Account Available Amount” means, for each Payment Date, the lesser of:

(a)the amount in the Series 20  -   Accumulation Period Reserve Account on that Payment Date (excluding any net investment earnings and before giving effect to any deposits or withdrawals made or to be made on that Payment Date); and

(b)the Series 20  -   Accumulation Period Reserve Account Required Amount.

“Series 20  -   Accumulation Period Reserve Account Deposit Amount” means, for each Payment Date starting on the Series 20  -   Accumulation Period Reserve Account Funding Date and until termination of the Series 20  -   Accumulation Period Reserve Account under Section 4.7(c)(iii) of the Indenture Supplement, the excess of (a) the Series 20  -   Accumulation Period Reserve Account Required Amount, over (b) the Series 20  -   Accumulation Period Reserve Account Available Amount for that Payment Date.

“Series 20  -   Accumulation Period Reserve Account Funding Date” means the Payment Date occurring in the second Collection Period before the scheduled start of the Controlled Accumulation Period (or an earlier or later date as may be directed by the Servicer; provided that, if the Series 20  -   Accumulation Period Reserve Account Funding Date occurs on a later date, the Series 20  -   Accumulation Period Reserve Account is expected to be fully funded by the start of the Controlled Accumulation Period).

“Series 20  -   Accumulation Period Reserve Account Required Amount” means an amount equal to     % of the initial Note Balance of the Series 20  -   Notes.

“Series 20  -   Accumulation Period Reserve Draw Amount” means, for a Payment Date relating to the Controlled Accumulation Period or the first Payment Date in the Early Amortization Period, the lesser of (a) the excess, if any, of (i) an amount equal to one-twelfth of the product of (A) the amount in the Series 20  -   Principal Funding Account on the prior Payment Date (excluding net investment earnings), times (B) the weighted average (weighted by the aggregate Note Balance of each Class of Series 20  -   Notes) of the Note Interest Rate for each Class of Series 20  -   Notes for the related Interest Period, over (ii) the portion of the Available Investor Interest Collections for that Payment Date that is net investment earnings from the Series 20  -   Accounts, and (b) the Series 20  -   Accumulation Period Reserve Account Available Amount for that Payment Date.

“Series 20  -   Amortization Event” has the meaning stated in Section 6.1 of the Indenture Supplement.

“Series 20  -   Collateral” means (a) all Trust Property allocated to Series 20  -   , including all Collections on the Receivables allocated to Series 20  -  , (b) all “security entitlements” (as defined in Section 8-102 of the UCC) relating to the Series 20  -   Accounts and the property deposited in or credited to any of the Series 20  -   Accounts, (c) all present and future claims, demands, causes in action and choses in action relating to the property described above and (d) all payments on or under and all proceeds of the property described above.

EA-14

“Series 20  -   Excess Funding Amount” means, as of a date, the product of (a) the amount in the Excess Funding Account (excluding any net investment earnings) on that date, times (b) a fraction (i) the numerator of which is the Adjusted Invested Amount as of that date and (ii) the denominator of which is the sum of the “Adjusted Invested Amounts” of all Series.

“Series 20  -   Final Maturity Date” means the             20   Payment Date.

“Series 20  -   Noteholders” means the Noteholders of the Series 20  -   Notes.

“Series 20  -   Notes” has the meaning stated in Section 2.1(a) of the Indenture Supplement.

“Series 20  -   Principal Funding Account” means the account stated under Section 4.7(a) of the Indenture Supplement.

“Series 20  -   Reserve Account” means the account stated under Section 4.7(b) of the Indenture Supplement.

“Series 20  -   Reserve Account Available Amount” means, for a Payment Date, the lesser of (a) the amount in the Series 20  -   Reserve Account on that date (excluding any net investment earnings and before giving effect to any deposit or withdrawal on that Payment Date) and (b) the Series 20  -   Reserve Account Required Amount for that Payment Date.

“Series 20  -   Reserve Account Deposit Amount” means, for a Payment Date, the excess, if any, of (a) the Series 20  -   Reserve Account Required Amount for that Payment Date, over (b) the Series 20  -   Reserve Account Available Amount for that Payment Date.

“Series 20  -   Reserve Account Required Amount” means, for a Payment Date, an amount equal to the product of (a) the Series 20  -   Reserve Account Required Percentage, times (b) the Initial Invested Amount, except that the Reserve Account Required Amount for the Closing Date is $          .

“Series 20  -   Reserve Account Required Percentage” means, (a) for a Payment Date not described in clauses (b) or (c),   %, (b) for a Payment Date during a Subordination Step-up Period for which the Depositors have elected to increase the Series 20  -   Reserve Account Required Percentage according to Section 4.7(b) of the Indenture Supplement,   % plus the Step-up Percentage or (c) for a Payment Date in the Early Amortization Period on which the Depositors have not elected to increase the Series 20  -   Reserve Account Required Percentage under clause (b),   %.  The Depositors may reduce any of these percentages if the Rating Agency Condition is satisfied.

“Series 20  -   Transaction Documents” means the Indenture Supplement, the Series 20  -   Account Control Agreement, the Asset Representations Review Agreement and the other Transaction Documents.

“Series Cutoff Date” means the close of business on         , 20  .

“Servicing Fee Rate” means   % per annum.

EA-15

“Shared Principal Collections” means, for Series 20  -   and a Payment Date, an amount equal to the excess, if any, of (a) the Available Investor Principal Collections for that Payment Date (without giving effect to clause (a)(iv) of the definition of “Available Investor Principal Collections”), over (b) the amount required to be deposited or distributed, without duplication, under Sections 4.2(d) and (e) of the Indenture Supplement on that Payment Date.

“Similar Law” means any federal, State, local or non-U.S. law or regulation substantially similar to Title I of ERISA or Section 4975 of the Code.

“Status Trigger” means, for a Collection Period, that the aggregate principal amount of Receivables in Accounts that have been designated as “status” by the Servicer exceeds   % of the Pool Balance, in each case, as of the last day of the Collection Period.

“Step-up Percentage” means the excess of the Subordinated Percentage calculated using a Subordination Factor of    % over the Subordinated Percentage calculated using a Subordination Factor of    %.

“Subordinated Percentage” means the percentage equivalent of a fraction with (a) a numerator equal to the Subordination Factor and (b) a denominator equal to the excess of 100%, over the Subordination Factor.

“Subordination Factor” means, for the Series 20  -   Notes, (a) for a Determination Date not stated in clause (b),    % or (b) for a Determination Date during a Subordination Step-up Period, unless the Depositors have elected to increase the Series 20  -   Reserve Account Required Percentage according to Section 4.7(b) of the Indenture Supplement,    %.

“Subordination Step-up Period” means any period starting on the Determination Date for which the average of the Monthly Principal Payment Rates for the three prior Collection Periods is less than    % and ending on the Determination Date for which the average of the Monthly Principal Payment Rates for the three prior Collection Periods is equal to or greater than    %.

“Used Vehicle Overconcentration” means, for a Determination Date, the excess, if any, of (a) the aggregate principal amount of Receivables on credit lines that are designated by the Servicer for purchases of Used Vehicles on the last day of the related Collection Period, over (b)   % of the Pool Balance on the last day of that Collection Period (or a higher percentage if the Rating Agency Condition has been satisfied).

[“Void Rule 144A Note Transfer” has the meaning stated in Section 5.3(b) of the Indenture Supplement.]

EA-16

Exhibit A

Form of Notes

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN ANOTHER NAME REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND PAYMENT IS MADE TO CEDE & CO. OR TO ANOTHER ENTITY REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER OF THIS NOTE, CEDE & CO., HAS AN INTEREST IN THIS NOTE.

[Rule 144A Notes Only: THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES.  THE HOLDER OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE), BY PURCHASING THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE), AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITOR THAT THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE) MAY BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (I) UNDER RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A (A “QIB”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE, ACCORDING TO ALL APPLICABLE SECURITIES LAWS OF THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES.]

EACH HOLDER OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE) THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO TITLE I OF ERISA OR SECTION 4975 OF THE CODE (A “SIMILAR LAW”), BY ACCEPTING THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE), IS DEEMED TO REPRESENT THAT ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE) IS NOT AND WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE DUE TO THE APPLICABILITY OF A STATUTORY OR ADMINISTRATIVE EXEMPTION FROM THE PROHIBITED TRANSACTION RULES (OR, IF THE HOLDER IS SUBJECT TO ANY SIMILAR LAW, ITS PURCHASE, HOLDING AND DISPOSITION IS NOT AND WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF THE SIMILAR LAW).

EA-1

Registered	$              (1)
No. [A[-  ]/B/C/D]-	CUSIP No. [             ]
	ISIN No. [             ]

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A
SERIES 20  -   ASSET BACKED NOTES, CLASS [A[-   ]/B/C/D]

Ford Credit Floorplan Master Owner Trust A (the “Trust” or the “Issuer”), a Delaware statutory trust governed by the Second Amended and Restated Trust Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, for value received, promises to pay to CEDE & CO., or registered assigns, the principal sum of                                 Dollars, or a greater or lesser amount as determined according to the Indenture and the Indenture Supplement (each as defined on the reverse of this Class [A[-  ]/B/C/D] Note), on the [       ] Payment Date (the “Series 20  -   Final Maturity Date”), except as otherwise stated below or in the Indenture or the Indenture Supplement.  Starting on [       ] and on each following Payment Date until the principal amount of this Class [A[-  ]/B/C/D] Note is paid in full, the Issuer will pay interest on the unpaid principal amount of this Class [A[-  ]/B/C/D] Note at an annual rate equal to [the sum of LIBOR and] [  ]% (the “Class [A[-  ]/B/C/D] Note Interest Rate”), as determined under the Indenture Supplement.  Interest on this Class [A[-  ]/B/C/D] Note will start accruing from [       ] (the “Closing Date”) and will be payable in arrears on each Payment Date, calculated on the basis of a 360-day year [and the actual number of days since the last payment] [consisting of twelve 30-day months].  The principal of this Class [A[-  ]/B/C/D] Note will be paid in the manner stated on the reverse of this Class [A[-  ]/B/C/D] Note.

The principal of and interest on this Class [A[-  ]/B/C/D] Note are payable in currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.

Reference is made to the terms of this Class [A[-  ]/B/C/D] Note stated on the reverse of this Class [A[-  ]/B/C/D] Note, which will have the same effect as though fully stated on the face of this Class [A[-  ]/B/C/D] Note.

Unless the certificate of authentication on this Class [A[-  ]/B/C/D] Note has been executed by or on behalf of the Indenture Trustee, by manual signature, this Class [A[-  ]/B/C/D] Note will not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the reverse of this Class [A[-  ]/B/C/D] Note, or be valid for any purpose.

(1)Denominations of $1,000 and integral multiples of $1,000.

EA-2

The Issuer has caused this Class [A[-  ]/B/C/D] Note to be duly executed.

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, as Issuer
By:		,
	not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:

Dated:              ,     

Indenture Trustee’s Certificate of Authentication

This is one of the Class [A[-  ]/B/C/D] Notes stated in the within-mentioned Indenture.

		,
	not in its individual capacity, but solely as Indenture Trustee
By:
	Responsible Person

EA-3

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A
SERIES 20  -   ASSET BACKED NOTES, CLASS [A[-  ]/B/C/D]

Summary of Terms and Conditions

This Class [A[-  ]/B/C/D] Note is one of a duly authorized issue of Notes of the Issuer, designated as the Series 20  -   Asset Backed Notes (the “Notes”), issued under the Second Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as amended and supplemented, the “Indenture”), between the Issuer and                       , as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 20  -   Indenture Supplement, dated as of           , 20   (the “Indenture Supplement” and, together with the Indenture, the “Series Agreement”), and representing the right to receive certain payments from the Issuer.  The Notes are subject to all of the terms of the Series Agreement.  All terms used in this Class [A[-  ]/B/C/D] Note that are defined in the Series Agreement have the meanings stated in the Series Agreement.  In the event of any conflict or inconsistency between the Series Agreement and this Class [A[-  ]/B/C/D] Note, the Series Agreement controls.

The Class [A[-  ]] Notes, in an initial aggregate principal amount of $           , the Class [A[-  ]/B] Notes, in an initial aggregate principal amount of $           , the Class [B/C/D] Notes, in an initial aggregate principal amount of $             , and the Class [C/D] Notes, in an initial aggregate principal amount of $              will also be issued under the Series Agreement.  [The rights of the holders of the Class A-1 and Class A-2 Notes rank pari passu for payments of interest and principal.]  The rights of the holders of the [Class B/Class C and] Class D Notes to receive payments on the [Class B/Class C and] Class D Notes are subordinate to the rights of the holders of the Class A, [Class B and Class C] Notes to receive payments as stated in the Series Agreement.

The Noteholder, by its acceptance of this Class [A[-  ]/B/C/D] Note, agrees that it will look solely to the property of the Issuer allocated to the payment of the Notes for payment under this Class [A[-  ]/B/C/D] Note and under the Series Agreement and that neither the Issuer nor the Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Series Agreement or, except as stated in the Series Agreement, subject to any liability under the Series Agreement.

This Class [A[-  ]/B/C/D] Note is not a summary of the Series Agreement and reference is made to the Series Agreement for the interests, rights and limitations of rights, benefits, obligations and duties evidenced by this Class [A[-  ]/B/C/D] Note, and the rights, duties and immunities of the Indenture Trustee.

The initial Note Balance of this Class [A[-  ]/B/C/D] Note is $              .  The Note Balance of this Class [A[-  ]/B/C/D] Note on any date of determination will be an amount equal to (a) the initial Note Balance of this Class [A[-  ]/B/C/D] Note, minus (b) the aggregate amount of principal payments made to the Noteholders of this Class [A[-  ]/B/C/D] Note on or before that date.

EA-4

The Expected Final Payment Date is the [         ] Payment Date, but principal for the Class [A[-  ]/B/C/D] Notes may be paid earlier or later under certain circumstances stated in the Series Agreement.  Payments of principal of the Notes will be payable according to the Series Agreement.

Subject to the terms and conditions of the Series Agreement, the Depositors may, from time to time, direct the Owner Trustee, on behalf of the Issuer, to issue one or more new Series of notes.

On each Payment Date, the Note Paying Agent will pay to each Class [A[-  ]/B/C/D] Noteholder of record on the related Record Date (except for the final payment for this Class [A[-  ]/B/C/D] Note) that Class [A[-  ]/B/C/D] Noteholder’s pro rata share of the amounts held by the Note Paying Agent that are allocated and available on that Payment Date to pay interest and principal on the Class [A[-  ]/B/C/D] Notes under the Indenture Supplement. Except as stated in the Series Agreement for a final payment, payments to the Noteholders will be made (a) (i) if the Noteholder has given the Note Registrar appropriate instructions at least five Business Days before that Payment Date and the aggregate original principal amount of the Noteholder’s Class [A[-  ]/B/C/D] Notes is at least $1,000,000, by wire transfer to the account of the Noteholder or (ii) by check mailed first class, postage prepaid to each Noteholder (at the Noteholder’s address as it appears in the Note Register), except that for any Notes registered in the name of the nominee of the Clearing Agency, the distribution will be made by wire transfer and (b) without presentation or surrender of any Note or the making of any notation on the Note.  Final payment of this Class [A[-  ]/B/C/D] Note will be made only on presentation and surrender of this Class [A[-  ]/B/C/D] Note at the office or agency stated in the notice of final payment delivered by the Indenture Trustee to the Noteholders according to the Series Agreement.

This Class [A[-  ]/B/C/D] Note does not represent an obligation of, or an interest in, Ford Credit Floorplan Corporation or Ford Credit Floorplan LLC (the “Depositors”), Ford Motor Credit Company LLC, Ford Motor Company or any Affiliate of any of them and is not insured or guaranteed by any governmental agency or instrumentality.

Each Noteholder, by accepting a Note, covenants and agrees that it will not at any time start or pursue against the Issuer or the Depositors, or join in starting or pursuing against the Issuer or the Depositors, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law.

Except as stated in the Indenture Supplement, the Class [A[-  ]/B/C/D] Notes are issuable only in minimum denominations of $1,000 and integral multiples of $1,000. The transfer of this Class [A[-  ]/B/C/D] Note will be registered in the Note Register on surrender of this Class [A[-  ]/B/C/D] Note for registration of transfer at any office or agency maintained by the Note Registrar accompanied by a written instrument of transfer, in a form satisfactory to the Indenture Trustee or the Note Registrar, duly executed by the Class [A[-  ]/B/C/D] Noteholder or the Noteholder’s attorney, and duly authorized in writing with the signature guaranteed, and on surrender one or more new Class [A[-  ]/B/C/D] Notes in any authorized denominations of like aggregate principal amount will be issued to the designated transferee or transferees.

EA-5

As stated in the Series Agreement and subject to certain limitations forth in the Series Agreement, Class [A[-  ]/B/C/D] Notes are exchangeable for new Class [A[-  ]/B/C/D] Notes in any authorized denominations and of like aggregate principal amount, on surrender of the Notes to be exchanged at the office or agency of the Note Registrar.  No service charge may be imposed for the exchange but the Issuer or Note Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange.

The Issuer, the Depositors, the Indenture Trustee and any agent of the Issuer, the Depositors or the Indenture Trustee will treat the person in whose name this Class [A[-  ]/B/C/D] Note is registered as the owner of this Class [A[-  ]/B/C/D] Note for all purposes, and none of the Issuer, the Depositors, the Indenture Trustee or any agent of the Issuer, the Depositors or the Indenture Trustee will be affected by notice to the contrary.

The holder of this Class [A[-  ]/B/C/D] Note, by its acceptance of this Class [A[-  ]/B/C/D] Note, and the owner of an interest or participation in this Class [A[-  ]/B/C/D] Note, by its acceptance of an interest or participation, covenant and agree that (a) they will not at any time start or pursue against the Issuer or the Depositors, or join in starting or pursuing against the Issuer or the Depositors, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture, the Indenture Supplement or any of the other related transaction documents and (b) if any Depositor becomes a debtor or debtor in possession in a case under any applicable United States federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation, rehabilitation or other similar proceedings, any claim that the holders of the Notes of any Series may have at any time against the Issuer’s assets allocated according to the Indenture to any Series unrelated to the Notes, and any claim that the holders of the Notes have at any time against the Depositors that they may seek to enforce against the Issuer’s assets allocated to any unrelated Series, will be subordinate to the payment in full (including post-petition interest) of the claims of the holders of any Notes of the unrelated Series and of the holders of any other notes, bonds, contracts or other obligations relating to the unrelated Series.

The holder of this Class [A[-  ]/B/C/D] Note, by acceptance of this Class [A[-  ]/B/C/D] Note, and each holder of an interest or participation in this Class [A[-  ]/B/C/D] Note, agree to treat the Class [A[-  ]/B/C/D] Notes as indebtedness of the Issuer for applicable United States federal, state and local income and franchise tax purposes.

THIS CLASS [A[-  ]/B/C/D] NOTE WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

EA-6

Assignment

Social Security or other identifying number of assignee

FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto

(name and address of assignee)

the within note and all rights under the Note, and irrevocably constitutes and appoints                                                               , attorney, to transfer the Note on the books kept for registration of the Note, with full power of substitution in the premises.

Dated:		(2)
	Signature Guaranteed:

(2)NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in every particular, without alteration, enlargement or any change whatsoever.

EA-7

Exhibit B

Form of Monthly Investor Report

[see attached]

EB-1

Ford Credit Floorplan Master Owner Trust A

Monthly Investor Report

Collection Period	/  /20   -   /  /20
Determination Date	/  /20
Payment Date	/  /20

Additional information about the structure, cash flows, defined terms and parties for each publicly registered series of asset-backed securities covered in this report can be found in the applicable prospectus for the series, available on the SEC website http://www.sec.gov under registration number 333-171922 or 333-187623, as applicable, and at http://credit.ford.com/investor-center/institutional-investments, located under “Prospectuses” in the “Ford Credit Floorplan Master Owner Trust A” section.

Contents	Pages
Trust Summary	# - #
Series 20  -   Summary	# - #

1

Trust Summary

I. Principal Receivables

	Trust Total
A. Beginning Adjusted Pool Balance	$
B. Principal Collections	$
C. Principal Adjustments	$
D. Principal Reduction - Redesignated Accounts	$
E. Defaulted Receivables	$
F. New Principal Receivables	$
G. Principal Increase - Additional Accounts	$
H. Net Deposits / (Withdrawals) to the Excess Funding Account	$
Ending Adjusted Pool Balance (A - B - C - D - E + F + G + H)	$
Monthly Principal Payment Rate		%

II. Interest Collections

	Trust Total
Gross Interest Collections	$
Interest Adjustments	$
Recoveries	$
Interest Earned on Collection Account	$
Interest Earned on Excess Funding Account	$
Interest Earned on Backup Servicer Reserve Account	$
Interest Collections	$
Memo: Monthly Yield		%

III. Principal Collections

	Trust Total
Principal Collections	$

IV. Series Balances

Series	Beginning of Period Adjusted Invested Amount	Increase/ (Decrease)	End of Period Adjusted Invested Amount	Increase/ (Decrease)	Payment Date Adjusted Invested Amount
20  -	$	$	$	$	$
Depositors Amount:	$		$
Total	$		$

2

V. Principal and Interest Allocations

Series	Floating Investor %		Investor Principal Collections	Investor Interest Collections
20  -		%	$	$
Depositors %		%	$	$
		%	$	$
Memo
Excess Depositor %					%
Excess Depositor Collection			$	$
Depositor Servicing Fee				$
Depositor Backup Servicing Fee				$

3

VI. Status Accounts and Net Losses

	Trust Total
Principal Reduction - Receivables relating to accounts (including Performance Impaired and other “status” accounts) that were reassigned by the Issuer to the Depositors.	$

Status Distribution

Number of DaysSince	PrincipalBalancein		Numberof
Redesignationof Status	RedesignatedStatus	%ofTotalPrincipal	RedesignatedStatus	%ofTotalNumberof
Account	Accounts	Balance	Accounts	DesignatedAccounts
1-30	—	—	—	—
31-60	—	—	—	—
61-90	—	—	—	—
91-120	—	—	—	—
121 - 150	—	—	—	—
151 - 180	—	—	—	—
Total	—	—	—	—

The principal amount of Receivables in “status” accounts that remain in the Trust Pool following the end of the Collection Period.	$
The principal amount of Receivables in “status” accounts as a % of Trust Pool.		%
Status Trigger (11.1%) Breached?  Yes (Y) / No (N)	[Y/N]

NetLosses

	#of Dealer
	Accounts	Amount
Current CollectionPeriodLoss:
Defaulted Receivables(Charge-Offs)	0	$
(Recoveries)	0	$
NetLossforCurrentCollectionPeriod		$
Ratioof NetLossfor Current CollectionPeriodto Average of PeriodPoolBalance			%
PriorandCurrent CollectionPeriodLosses:
Ratioof Net LosstoAverage of PeriodPool Balance
Third Prior CollectionPeriod			%
Second PriorCollection Period			%
Prior CollectionPeriod			%
CurrentCollection Period			%
FourMonthAverage (CurrentandPrior ThreeCollectionPeriods)			%

VII. Excess Funding Account / Backup Servicer Reserve Account

Beginning Period Balance	$
Net Deposits / (Withdrawals)	$
Ending Period Balance	$
Determination Date balance before giving effect to Payment Date Cashflows	$
Determination Date balance after giving effect to Payment Date Cashflows	$
Backup Servicer Reserve Account	$
Memo
Excess Funding Account as a % of aggregate Adjusted Invested Amount		%
Interest Earned on Excess Funding Account	$

4

VIII. Non-Conforming Receivables

	Trust Total
Ineligible Receivables	$
Dealer Overconcentration	$
Manufacturer Overconcentration (>2% of Pool Balance)	$
Used Vehicle Overconcentration (a)	$
Medium and Heavy Truck Overconcentration	$
Development Dealer Overconcentration	$
Fleet Overconcentration	$
Non-Conforming Receivable Amount	$
Memo
Principal Receivables relating to Vehicles on Used Lines	$
Principal Receivables relating to Vehicles on Used Lines as a % of Pool Balance		%
Principal Receivables relating to AutoNation	$
Principal Receivables relating to AutoNation as a % of Pool Balance		%
Principal Receivables relating to Development Dealers	$
Principal Receivables relating to Development Dealers as a % of Pool Balance		%
Principal Receivables relating to Fleet	$
Principal Receivables relating to Fleet as a % of Pool Balance		%
Principal Receivables relating to New and Used Medium Heavy Truck Lines	$
Principal Receivables relating to New and Used Medium Heavy Truck Lines as a % of Pool Balance		%
Principal Receivables relating to Program Vehicles (b)	$
Principal Receivables relating to Program Vehicles as a % of Pool Balance		%

(a) Includes Receivables related to Vehicles on Used Lines and Program Lines

(b) Primarily off-lease Vehicles purchased by a Dealer at a Ford Credit Approved auction.  Program Lines are separate from Used Lines.

IX. Subordination, Depositor Amount and Credit Risk Retention as of Determination Date

Series	Subordinated %		Subordinated % times (Initial Note Balance minus EFA) (A)	Incremental Subordinated Amount (B)	Required Subordinated Amount (A + B)
20  -		%	$	$	$

Series	Required Subordinated Amount (C)	Required Pool % minus 100% times Initial Invested Amount (D)	Required Depositor Amount as of Determination Date (C + D)	Credit Risk Retention % (Min 5.00%)
20  -	$	$	$		%
Required Depositor Amount			$
Depositor Amount			$
Memo:  Determination Date Pool Balance				$

5

X. Redesignation Notice

If the below “Redesignated Account” box(es) has been marked “Yes”, notice is hereby given, pursuant to Section 2.8 of the Fifth Amended and Restated Sale and Servicing Agreement dated as of December 1, 2010, that the redesignation of certain Accounts and the reassignment of the Receivables and Related Security in such Accounts occurred on the Redesignation Date of October 1, 2015, and a Redesignated Account Schedule has been delivered to the Owner Trustee and the Indenture Trustee according to the Sale and Servicing Agreements.

		Redesignated Accounts
Depositor	Trust	Yes	No
Ford Credit Floorplan Corporation	Ford Credit Floorplan Master Owner Trust A	o	o
Ford Credit Floorplan LLC	Ford Credit Floorplan Master Owner Trust A	o	o

XI. Early Amortization Declarations

	Yes	No
1. Breach of covenants or agreements made in the Sale and Servicing Agreement, Indenture or Indenture Supplement and uncured for 60 days	o	o
2. Failure to make any required payment or deposit under the Sale and Servicing Agreement, Indenture or Indenture Supplement and uncured for 5 Business Days	o	o
3. Breach of any representation or warranty made in the Sale and Servicing Agreement, Indenture or Indenture Supplement and uncured for 60 days	o	o
4. Bankruptcy, insolvency or receivership of Ford Credit, FCFMOTA or Ford	o	o
5. FCFMOTA is an investment company within the meaning of the Investment Company Act of 1940	o	o
6. Failure of FCF Corp or FCF LLC to convey Receivables pursuant to the Sale and Servicing Agreement and uncured for 10 days	o	o
7. Available Subordinated Amount is less than the Required Subordinated Amount and uncured for 5 days	o	o
8. Servicer default or an event of default with respect to the outstanding notes has occurred	o	o
9. Average monthly payment rate for the past three periods is less than 21%	o	o
10. Excess Funding Account Balance exceeds 30% of Outstanding Series Adjusted Invested Amounts for 3 periods	o	o

Memo

Additional statistical information about Ford Credit’s U.S. Dealer Floorplan portfolio and the Trust’s pool for the most recently available quarter can be found on Ford Credit’s website at http://credit.ford.com/investor-center/institutional-investments, located under “Other Documents” in the “Ford Credit Floorplan Master Owner Trust A” section.

6

XII. Repurchase Demand Activity (Rule 15Ga-1)

[ No Activity to Report ]

Total Assets in ABS by Originator

Assets That Were Subject of Demand

Assets That Were Repurchased or  Replaced

Assets Pending  Repurchase or  Replacement (within cure period)

Demand in Dispute

Demand Withdrawn

Demand Rejected

Name of Issuing Entity

Check if  Registered

Name of  Originator

(#)

($)

(% of  principal balance)

(#)

($)

(% of  principal balance)

(#)

($)

(% of  principal balance)

(#)

($)

(% of  principal balance)

(#)

($)

(% of  principal balance)

(#)

($)

(% of  principal balance)

(#)

($)

(% of  principal balance)

Wholesale Auto Loans: Ford Credit Floorplan Master Owner Trust A CIK# 0000038009

Ford Motor Credit Company LLC

Most Recent Form ABS-15G

Filed By: Ford Motor Credit Company LLC

CIK#: 0000038009

Date: February 6, 2015

Servicer Certification

THIS REPORT IS ACCURATE IN ALL MATERIAL RESPECTS.

Ford Motor Credit Company LLC

/s/ [name]

[title]

7

Series 20  -  Summary

I. Origination Information
Date of Origination	, 20
Expected Final Payment Date	, 20
Final Maturity Date	, 20

	Class A1 Notes		Class B Notes		Class C Notes		Class D Notes
Original Principal Outstanding	$		$		$		$
Note Interest Rate		%		%		%		%

Total Original Principal Outstanding $

II.  Series Allocations

Current Floating Investor %		%
Investor Principal Collections	$
Principal Default Amounts	$
Investor Interest Collections	$

III.  Collections

Interest
Investor Interest Collections	$
Reserve Fund Investment Proceeds	$
Accumulation Period Reserve Account Release	$
Accumulation Period Reserve Account Investment Proceeds	$
Principal Funding Account Investment Proceeds	$
Excess Depositor Interest/Principal Allocation	$
Available Investor Interest Collections	$
Shared Interest Collections from Excess Interest Sharing Group One	$
Available Subordination Draw	$
Reserve Fund Draw	$
Reallocated Principal Collections	$
Total Interest Amounts	$
Principal
Investor Principal Collections	$
Investor Default Amount, Investor Charge-Off and Reallocated Principal Collections	$
Shared Principal Collections from Principal Sharing Group One (Withdrawal from EFA)	$
Reserve Fund Draw	$
Available Investor Principal Collections	$

8

IV. Interest Calculations

	Class A1 Notes		Class B Notes		Class C Notes		Class D Notes
Original Principal Outstanding	$		$		$		$
Note Interest Rate		%		%		%		%
Days in Interest Period		#		#		#		#
Monthly Interest	$		$		$		$

V.  Available Investor Interest Collections Distribution Payments by Priority

Total Interest Amount	$
(1) Current Interest Plus Unpaid Interest from Prior Periods - Class A Notes	$
(2) Current Interest Plus Unpaid Interest from Prior Periods - Class B Notes	$
(3) Current Interest Plus Unpaid Interest from Prior Periods - Class C Notes	$
(4) Current Interest Plus Unpaid Interest from Prior Periods - Class D Notes	$
(5) Trustee and Other Fees/Expenses	$
(6) Current and past due Back-up Servicing Fee or Servicing Fee if Ford Credit is no longer Servicer	$
(7) Investor Default Amount, to be added to Principal Collections	$
(8) Replenish Reserve Fund	$
(9) Investor Chargeoffs not previously reimbursed, to be added to Principal Collections	$
(10) Reallocated Principal Collections not previously reimbursed, to be added to Principal Collections	$
(11) Fund Accumulation Period Reserve Account	$
(12) Servicing Fees due Ford Credit	$
(13) Required Subordination Shortfall to be sent to holders of Depositor Interest	$
(14) Additional Trustee and Other Fees/Expenses	$
(15) Other Amounts due to Back-up Servicer or Successor Servicer	$
(16) Shared with other series in Excess Interest Sharing Group One	$
(17) To the Depositor’s Interest Account, remaining amounts to Holders of Depositor Interest	$

VI.  Available Investor Principal Collections Distribution Payments by Priority

Available Investor Principal Collections	$
Deposit to Principal Funding Account	$
Shared with other series in Principal Sharing Group One	$
Remainder released to holders of Depositor Interest	$

VII.  Subordination and Participation

Subordination %		%
Incremental Subordinated Amount	$
Required Subordinated Amount	$
Required Pool % minus 100% times Initial Invested Amount	$
Required Depositor Amount Series 20  -	$

9

VIII.  Distribution to Holders of Notes

(per $1,000 denomination note)

Total Amount Allocable to Principal Class A	$
Total Amount Allocable to Interest Class A	$
Total Amount Distributed Class A	$
Total Amount Allocable to Principal Class B	$
Total Amount Allocable to Interest Class B	$
Total Amount Distributed Class B	$
Total Amount Allocable to Principal Class C	$
Total Amount Allocable to Interest Class C	$
Total Amount Distributed Class C	$
Total Amount Allocable to Principal Class D	$
Total Amount Allocable to Interest Class D	$
Total Amount Distributed Class D	$

IX.  Reserve Fund

Beginning of Collection Period Balance	$
Reserve Fund Draw	$
Increases/(Decreases)	$
End of Collection Period Balance	$
Increases/(Decreases)	$
Payment Date Balance	$

X.  Memo Items

Excess Funding Amount Series 20  -	$
Accumulation Period Reserve Account Balance	$
Controlled Deposit Amount - This Period	$
Controlled Deposit Amount - Cumulative	$

10

EX-5.1

EXHIBIT 5.1

575 Madison Avenue

New York, NY 10022-2585

212.940.8800 tel

212.940.8776 fax

September 4, 2015

Ford Credit Floorplan Corporation

c/o Ford Credit SPE Management Office

One American Road

Dearborn, Michigan 48126

Ford Credit Floorplan LLC

c/o Ford Credit SPE Management Office

One American Road

Dearborn, Michigan 48126

Re:          Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as special counsel to Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” and, together with FCF Corp, the “Co-Registrants”), and Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust, as issuer (the “Trust”), in connection with a Registration Statement on Form SF-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), in connection with the registration by the Co-Registrants of Asset Backed Notes (the “Notes”) to be issued by the Trust from time to time in one or more series (each, a “Series”).  As described in the Registration Statement, the Trust was formed by the Co-Registrants under a trust agreement (the “Trust Agreement”) between the Co-Registrants and an owner trustee named in the Trust Agreement (the “Owner Trustee”), and each Series of Notes will be issued under and pursuant to an indenture supplement (each, an “Indenture Supplement”) to an indenture (the “Indenture”) between the Trust and an indenture trustee named in the Indenture (the “Indenture Trustee”).

We generally are familiar with the proceedings taken or required to be taken in connection with the proposed authorization, issuance and sale of any Series of Notes, and have made investigations of law and have examined and relied on the originals or copies certified or otherwise identified to our satisfaction of all the documents and records of the Co-Registrants and the Trust and other instruments of the Co-Registrants, the Trust and other persons, as we

AUSTIN        CENTURY CITY        CHARLOTTE        CHICAGO        HOUSTON        IRVING        LOS ANGELES      
NEW YORK        ORANGE COUNTY        SAN FRANCISCO BAY AREA        SHANGHAI        WASHINGTON, DC

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

A limited liability partnership including professional corporations

have deemed appropriate as a basis for the opinions expressed below, including the Registration Statement and the Trust Agreement, the Indenture, the form of Indenture Supplement (including the form of Notes included as an exhibit to the Indenture Supplement), the form of Underwriting Agreement and the other transaction documents and forms of transaction documents attached as exhibits to the Registration Statement (collectively, the “Agreements”).

We express no opinion except as to matters that are governed by federal law, the laws of the State of New York or the Delaware General Corporation Law, the Delaware Limited Liability Company Act or the Delaware Statutory Trust Act.  All opinions expressed below are based on laws, regulations and policy guidelines currently in force and may be affected by future regulations.

Subject to the qualifications stated above, we are of the opinion that, for any Series of Notes, when (a) the Indenture and an Indenture Supplement for the Series of Notes have been duly qualified under the Trust Indenture Act of 1939, as amended, (b) the Indenture and an Indenture Supplement for the Series of Notes have been duly authorized by all necessary action and duly executed and delivered by all necessary parties for the Series and (c) the Notes of the Series have been duly executed and authenticated according to the provisions of the Indenture and related Indenture Supplement and issued and sold as contemplated in the Registration Statement and the Agreements and delivered under Section 5 of the Act, the Notes will have been duly authorized by all necessary action of the Trust and will be legally and validly issued, binding obligations of the Trust, fully paid and non-assessable, and the holders of the Notes will be entitled to the benefits of the Indenture and related Indenture Supplement, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and to general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to references to this firm as counsel to the Co-Registrants and the Trust in the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued under the Act, for any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

2

EX-8.1

EXHIBIT 8.1

2900 K Street NW #200

Washington, DC 20007-5118

202.625.3500 tel

202.298.7570 fax

September 4, 2015

Ford Credit Floorplan Corporation

c/o Ford Credit SPE Management Office

One American Road

Dearborn, Michigan 48126

Ford Credit Floorplan LLC

c/o Ford Credit SPE Management Office

One American Road

Dearborn, Michigan 48126

Re:Registration Statement on Form SF-3

Ladies and Gentlemen:

We have acted as special tax counsel to Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp”), and Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC” and, together with FCF Corp, the “Co-Registrants”), and Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust, as issuer (the “Trust”), in connection with a Registration Statement on Form SF-3 (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), in connection with the registration by the Co-Registrants of Asset Backed Notes (the “Notes”) to be issued by the Trust from time to time in one or more series (each, a “Series”).  As described in the Registration Statement, the Trust was formed by the Co-Registrants under a trust agreement (the “Trust Agreement”) between the Co-Registrants and an owner trustee named in the Trust Agreement (the “Owner Trustee”), and each Series of Notes will be issued under and pursuant to an indenture supplement (each, an “Indenture Supplement”) to an indenture (the “Indenture”) between the Trust and an indenture trustee named in the Indenture (the “Indenture Trustee”).  The Indenture and the Trust Agreement are referred to in this opinion as the “Agreements”.

We have examined the form of prospectus (the “Prospectus”) related to the Agreements contained in the Registration Statement and other documents, records and instruments as we have deemed necessary for the purposes of this opinion.

In arriving at the opinion expressed below, we have assumed that each Agreement will be duly authorized by all necessary corporate or limited liability company action on the part of the

AUSTIN        CENTURY CITY        CHARLOTTE        CHICAGO        HOUSTON        IRVING        LOS ANGELES      
NEW YORK        ORANGE COUNTY        SAN FRANCISCO BAY AREA        SHANGHAI        WASHINGTON, DC

LONDON: KATTEN MUCHIN ROSENMAN UK LLP

A limited liability partnership including professional corporations

Co-Registrants, as the case may be, the Indenture Trustee, the Owner Trustee and any other party to the Agreements for the Series of Notes and will be duly executed and delivered by the Co-Registrants, as the case may be, the Indenture Trustee, the Owner Trustee and any other party to the Agreements substantially in the applicable form filed or incorporated by reference as an exhibit to the Registration Statement, and that the related Series Notes will be sold as described in the Registration Statement.  As to various questions of fact material to our opinions, we have relied, to the extent we deemed appropriate, on representations, statements and certificates of officers and representatives of the Co-Registrants and others.

As special tax counsel to the Co-Registrants, we have advised the Co-Registrants regarding material federal income tax aspects of the proposed issuance of each Series of Notes under the related Agreements.  This advice has formed the basis for the description of federal income tax consequences for holders of the Notes under the headings “Summary—Tax Status” and “Tax Considerations” in the Prospectus.  We confirm and adopt as our opinion those opinions stated under these headings (in each case subject to the limitations stated in the Prospectus.)

This opinion is based on the facts and circumstances in the Registration Statement and in the other documents reviewed by us.  Our opinion as to the matters in this opinion could change for a particular Series of Notes as a result of changes in facts or circumstances, changes in the terms of the documents reviewed by us, or changes in the law after the date of this opinion.  Because the Prospectus contemplates Series of Notes with different characteristics, you should be aware that the particular characteristics of each Series of Notes must be considered in determining the applicability of this opinion to a particular Series of Notes.

This opinion is based on our interpretations of current law, including the Internal Revenue Code of 1986, as amended, judicial decisions, administrative rulings and existing final and temporary Treasury regulations, which are subject to change both prospectively and retroactively, and on the facts and assumptions discussed in this opinion.  This opinion letter is limited to the matters stated in this opinion, and no opinions are intended to be implied or may be inferred beyond those expressly stated in this opinion.  In addition, our opinion is based on the assumption that the matter, if litigated, will be properly presented to the applicable court.  Furthermore, our opinion is not binding on the Internal Revenue Service and there can be no assurance that the Internal Revenue Service will not take a contrary position.

We consent to the filing of this opinion as an exhibit to the Registration Statement and to references to this firm as special tax counsel to the Co-Registrants under the headings in the Prospectus stated above, without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued under the Act, for any part of the Registration Statement, including this exhibit.

Very truly yours,

/s/ Katten Muchin Rosenman LLP

2

EX-10.1

EXHIBIT 10.1

EXECUTION VERSION

SECOND AMENDED AND RESTATED
TRUST AGREEMENT

among

FORD CREDIT FLOORPLAN CORPORATION,
as a Depositor

FORD CREDIT FLOORPLAN LLC,
as a Depositor

and

U.S. BANK TRUST NATIONAL ASSOCIATION,
as Owner Trustee

for

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

Dated as of August 1, 2001,
as amended and restated as of December 1, 2010

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Amendment and Restatement	1
ARTICLE II ORGANIZATION OF THE TRUST		1
Section 2.1.	Name	1
Section 2.2.	Office	2
Section 2.3.	Purposes and Powers	2
Section 2.4.	Appointment of the Owner Trustee	2
Section 2.5.	Contribution and Conveyance of Trust Property	2
Section 2.6.	Declaration of Trust	3
Section 2.7.	Liability of the Depositors; Conduct of Activities; Liability to Third Parties	3
Section 2.8.	Title to Trust Property	3
Section 2.9.	Situs of Issuer	3
Section 2.10.	Representations and Warranties of Depositors	3
Section 2.11.	Tax Matters	5
ARTICLE III DEPOSITOR INTEREST AND TRANSFERS OF INTEREST		7
Section 3.1.	The Depositor Interest	7
Section 3.2.	Registration of Depositor Interest; Transfer of the Depositor Interest	7
Section 3.3.	Capital Accounts	8
Section 3.4.	Maintenance of Office or Agency	8
Section 3.5.	Establishment of Depositor Interest Account	8
Section 3.6.	Distributions to the Holders of the Depositor Interest	8
ARTICLE IV APPLICATION OF TRUST FUNDS; CERTAIN DUTIES		9
Section 4.1.	Application of Trust Funds	9
Section 4.2.	Method of Payment	9
ARTICLE V AUTHORITY AND DUTIES OF THE OWNER TRUSTEE		10
Section 5.1.	General Authority	10
Section 5.2.	General Duties	10
Section 5.3.	Action upon Prior Notice with Respect to Certain Matters	10
Section 5.4.	Action upon Direction by the Holders of the Depositor Interest with Respect to Certain Matters	11
Section 5.5.	Action with Respect to Bankruptcy	11
Section 5.6.	Action upon Instruction	11
Section 5.7.	No Duties Except as Specified in this Agreement or in Instructions	12
Section 5.8.	No Action Except Under Specified Documents or Instructions	12
Section 5.9.	Prohibition on Certain Actions	12
Section 5.10.	Audits of the Owner Trustee	12
Section 5.11.	Furnishing of Documents	13
Section 5.12.	Sarbanes-Oxley Act	13

i

ARTICLE VI REGARDING THE OWNER TRUSTEE		13
Section 6.1.	Acceptance of Trusts and Duties	13
Section 6.2.	Representations and Warranties of the Owner Trustee	15
Section 6.3.	Reliance; Advice of Counsel	16
Section 6.4.	Not Acting in Individual Capacity	16
Section 6.5.	U.S. Bank Trust National Association May Own Notes	16
Section 6.6.	Duty to Update Disclosure	16
ARTICLE VII COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE; ORGANIZATIONAL EXPENSES		17
Section 7.1.	Owner Trustee’ Fees and Expenses	17
Section 7.2.	Indemnification of the Owner Trustee	17
Section 7.3.	Organizational Expenses of the Issuer	18
Section 7.4.	Certain Expenses of the Indenture Trustee and the Owner Trustee	18
ARTICLE VIII TERMINATION		19
Section 8.1.	Termination of Trust Agreement	19
ARTICLE IX SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES		19
Section 9.1.	Eligibility Requirements for the Owner Trustee	19
Section 9.2.	Resignation or Removal of the Owner Trustee	20
Section 9.3.	Successor Owner Trustee	20
Section 9.4.	Merger or Consolidation of the Owner Trustee	21
Section 9.5.	Appointment of Separate Trustee or Co-Trustee	21
Section 9.6.	Compliance with Delaware Statutory Trust Act	22
ARTICLE X MISCELLANEOUS		23
Section 10.1.	Supplements and Amendments	23
Section 10.2.	No Legal Title to Trust Property in the Holders of the Depositor Interest	24
Section 10.3.	Limitation on Rights of Others	24
Section 10.4.	Notices	25
Section 10.5.	GOVERNING LAW	25
Section 10.6.	WAIVER OF JURY TRIAL	25
Section 10.7.	Severability	26
Section 10.8.	Counterparts	26
Section 10.9.	Headings	26
Section 10.10.	No Petition	26

ii

SECOND AMENDED AND RESTATED TRUST AGREEMENT, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (this “Agreement”), among FORD CREDIT FLOORPLAN CORPORATION, a Delaware corporation, and FORD CREDIT FLOORPLAN LLC, a Delaware limited liability company, as Depositors, and U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, not in its individual capacity but solely as trustee under this Agreement, with respect to Ford Credit Floorplan Master Owner Trust A.

BACKGROUND

The parties to this Agreement intend to amend and restate in its entirety the Trust Agreement, dated as of August 1, 2001, which amended and restated the original Trust Agreement dated as of June 29, 2001, among the parties, on the terms and conditions contained in this Agreement.

The parties agree as follows.

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to (a) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan Corporation, as Depositor, the Issuer and Ford Motor Credit Company LLC, as Servicer, and (b) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan LLC, as Depositor, the Issuer and the Servicer.  Each Appendix A also contains rules as to usage applicable to this Agreement.  Each Appendix A is incorporated by reference into this Agreement.

Section 1.2.Amendment and Restatement.  This Agreement amends and restates in full the Trust Agreement, dated as of August 1, 2001, between the parties with effect as of the date of this Agreement, and it is confirmed by the parties that (a) all prior actions made pursuant to such Trust Agreement are effective as if made under this Agreement on the date made, and (b) no provision of this Agreement is intended to result in the duplication of any such prior action of any party.  Notwithstanding the foregoing, to the extent that any amendment to the Trust Agreement, as set out in this Agreement, would reasonably be expected to have an Adverse Effect on the Noteholders of a Series issued before the date of this Agreement or would not otherwise be permitted, as determined by a court of competent jurisdiction, then such amendment will not be effective as against such Noteholders and the corresponding provision of the Trust Agreement, will continue to govern as it relates to such Noteholders and such Series.

ARTICLE II
ORGANIZATION OF THE TRUST

Section 2.1.Name.  The trust was created and is known as “Ford Credit Floorplan Master Owner Trust A”, in which name the Owner Trustee may conduct the activities of the

Issuer, make and execute contracts and other instruments on behalf of the Issuer and sue and be sued on behalf of the Issuer.

Section 2.2.Office.  The office of the Issuer is in care of the Owner Trustee at its Corporate Trust Office.

Section 2.3.Purposes and Powers.

(a)The purpose of the Issuer is, and the Issuer has the power and authority, to engage in the following activities:

(i)to acquire the Receivables and other Trust Property pursuant to the Sale and Servicing Agreements from the Depositors in exchange for the Notes and the Depositor Interest;

(ii)to Grant the Collateral to the Indenture Trustee pursuant to the Indenture;

(iii)to enter into and perform its obligations under the Transaction Documents;

(iv)to enter into and perform its obligations under any interest rate hedge agreement or agreements with one or more hedge counterparties;

(v)to issue the Notes pursuant to the Indenture and to sell the Notes upon the order of the Depositors;

(vi)to pay interest on and principal of the Notes;

(vii)to engage in those activities, including entering into agreements, that are necessary, appropriate or convenient to accomplish the foregoing or are incidental to the foregoing; and

(viii)subject to compliance with the Transaction Documents, to engage in such other activities as may be required in connection with conservation of the Trust Property and the making of payments to the Noteholders and distributions to the holders of the Depositor Interest.

(b)The Issuer will not engage in any activity other than as required or authorized by this Agreement or the other Transaction Documents.

Section 2.4.Appointment of the Owner Trustee.  The Depositors appoint the Owner Trustee as trustee of the Issuer, to have all the rights, powers and duties set forth in this Agreement.

Section 2.5.Contribution and Conveyance of Trust Property.  As of the date of the formation of the Issuer, each Depositor contributed to the Owner Trustee the amount of $0.50.  The Owner Trustee acknowledges receipt in trust from the Depositors, as of such date, of such contribution, which constituted the initial Trust Property.  On the initial Closing Date, the Depositors sold to the Issuer the initial Trust Property in exchange for Notes, and from time to

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time after such date have sold additional Trust Property in accordance with the Transaction Documents.

Section 2.6.Declaration of Trust.  The Owner Trustee will hold the Trust Property in trust upon and subject to the conditions set forth in this Agreement for the use and benefit of the holders of the Depositor Interest, subject to the obligations of the Issuer under the Transaction Documents.  It is the intention of the parties that the Issuer constitute a statutory trust under the Delaware Statutory Trust Act and that this Agreement constitute the governing instrument of such statutory trust.  The Owner Trustee will have the rights, powers and duties set forth in this Agreement and in the Delaware Statutory Trust Act with respect to accomplishing the purposes of the Issuer.  A Certificate of Trust and any necessary certificate of amendment has been filed with the Secretary of State of the State of Delaware.

Section 2.7.Liability of the Depositors; Conduct of Activities; Liability to Third Parties.

(a)The Depositors, as initial holders of the entire Depositor Interest, will be entitled to the same limitation of personal liability extended to stockholders or a private corporation for profit organized under the Delaware General Corporation Law.

(b)The activities and affairs of the Issuer will be operated in such a manner as to preserve (i) the limited liability of each of the Depositors, (ii) the separateness of the Issuer from the activities of the Depositors and Ford Credit and (iii) until one year and one day after all Notes are paid in full, the bankruptcy remote status of the Issuer.

(c)Except as otherwise provided in this Agreement, none of the Depositors, the Administrator or any of their Affiliates or any director, manager, officer or employee of any such Person, will be liable for the debts, obligations or liabilities of the Issuer.

Section 2.8.Title to Trust Property.  Legal title to the Trust Property will be vested in the Issuer as a separate legal entity, except where applicable law in any jurisdiction requires title to any part of the Trust Property to be vested in a trustee or trustees, in which case title will be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

Section 2.9.Situs of Issuer.  The Issuer will be administered in the States of Delaware and Illinois.  All bank accounts maintained by the Owner Trustee on behalf of the Issuer will be located in the State of Delaware or the State of New York.  The Issuer will not have any employees in any state other than the State of Delaware, except that U.S. Bank Trust National Association, in its capacity as Owner Trustee or any other capacity, may have employees within or outside the State of Delaware.  Payments will be received by the Issuer only in Delaware or New York, and payments will be made by the Issuer only from Delaware or New York.  The principal office of the Issuer will be in care of the Owner Trustee in the State of Delaware.

Section 2.10.Representations and Warranties of Depositors.  Each Depositor represents and warrants to the Owner Trustee on the date of this Agreement that:

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(a)Organization and Qualification.  Such Depositor is duly organized and is validly existing as a corporation or limited liability company, as applicable, in good standing under the laws of the State of Delaware.  Such Depositor is qualified as a foreign corporation or limited liability company, as applicable, in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not have a material adverse effect on such Depositor’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.

(b)Power, Authorization and Enforceability.  Such Depositor has the power and authority to execute, deliver and perform the terms of this Agreement.  Such Depositor has authorized the execution, delivery and performance of the terms of each of the Transaction Documents to which it is a party.  Each of the Transaction Documents to which such Depositor is a party is the legal, valid and binding obligation of such Depositor enforceable against such Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)No Conflicts and No Violation.  The consummation of the transactions contemplated by the Transaction Documents to which such Depositor is a party and the fulfillment of the terms of the Transaction Documents to which such Depositor is a party will not: (i) conflict with or result in a material breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which such Depositor is a debtor or guarantor, (ii) result in the creation or imposition of any Lien upon any of the properties or assets of such Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than the Transaction Documents), (iii) violate the Organizational Documents of such Depositor, or (iv) violate any law or, to such Depositor’s knowledge, any order, rule, or regulation applicable to such Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over such Depositor or its properties, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on such Depositor’s ability to perform its obligations under the Transaction Documents.

(d)No Proceedings.  To such Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over such Depositor or its properties: (i) asserting the invalidity of any of the Transaction Documents or the Notes, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on such Depositor’s ability to perform its obligations under, or the validity or enforceability of, any of the Transaction Documents or the Notes, or (iv) that would reasonably be expected to (A) affect the treatment of the Notes as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (B) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes, or (C) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case,

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other than such proceedings that, to such Depositor’s knowledge, would not reasonably be expected to have a material adverse effect upon such Depositor or materially and adversely affect the performance by such Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or the Notes or materially or adversely affect the tax treatment of the Issuer or the Notes.

Section 2.11.Tax Matters.

(a)It is the intention of the parties and Ford Credit that, for purposes of U.S. federal income, State and local income and franchise tax and any other income taxes, so long as the Issuer has no equity owners other than the Depositors (as determined for U.S. federal income tax purposes), the Issuer will be treated as an entity disregarded as separate from the Depositors.  If beneficially owned by a Person other than Ford Credit, each Class of Notes is intended to be treated as indebtedness for U.S. federal income tax purposes.  The Depositors agree, and the Noteholders by acceptance of their Notes agree in the Indenture, to such treatment and each agrees to take no action inconsistent with such treatment.

(b)If one or more Classes of Notes is recharacterized as an equity interest in the Issuer, and not as indebtedness (any such Class, a “Recharacterized Class”) and any such Recharacterized Class is treated as not owned by Ford Credit or either Depositor (if such Depositor is not an entity disregarded as separate from Ford Credit for U.S. federal income tax purposes) for U.S. federal income, or State or local income or franchise tax purposes, the parties intend that the Issuer be characterized as a partnership among Ford Credit or the Depositors (to the extent either is at that time treated as an equity owner of the Issuer for U.S. federal income tax purposes), any other holder of the Depositor Interest and any holders of the Recharacterized Class or Classes.  In that event, for purposes of U.S. federal income, State and local income and franchise tax each month:

(i)amounts paid as interest to holders of any Recharacterized Class will be treated as a guaranteed payment within the meaning of Section 707(c) of the Code;

(ii)to the extent the characterization provided for in Section 2.11(a) is not respected, gross ordinary income of the Issuer for such month as determined for U.S. federal income tax purposes will be allocated to the holders of each Recharacterized Class as of the Record Date occurring within such month, in an amount equal to the sum of (A) the interest accrued to such Recharacterized Class for such month, (B) the portion of the market discount on the Receivables accrued during such month that is allocable to the excess, if any, of the aggregate initial Note Balance of such Recharacterized Class over the initial aggregate issue price of the Notes of such Recharacterized Class and (C) any amount expected to be distributed to the holders of such Class of Notes pursuant to Article IV of the related Indenture Supplement (to the extent not previously allocated pursuant to this Section 2.11(b)(ii)) to the extent necessary to reverse any net loss previously allocated to holders of the Notes of such Recharacterized Class (to the extent not previously reversed pursuant to this Section 2.11(b)(ii)(C)); and

(iii)thereafter all remaining net income of the Issuer (subject to the modifications set forth below) for such month as determined for U.S. federal income tax

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purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) will be allocated to the holders of the Depositor Interest.

If the gross ordinary income of the Issuer for any month is insufficient for the allocations described in Section 2.11(b)(ii) above, subsequent gross ordinary income will first be allocated to each Series with a Recharacterized Class pro rata, and to each Recharacterized Class within a Series in alphabetical order (if applicable) to make up such shortfall before any allocation pursuant to Section 2.11(b)(iii).  Net losses of the Issuer, if any, for any month as determined for U.S. federal income tax purposes (and each item of income, gain, credit, loss or deduction entering into the computation thereof) will be allocated to the holders of the Depositor Interest to the extent the holders of the Depositor Interest are reasonably expected to bear the economic burden of such net losses, and any remaining net losses will be allocated to each Series with a Recharacterized Class pro rata, and to each Recharacterized Class within a Series in reverse alphabetical order (if applicable), in each case, until the Note Balance of such Recharacterized Class is reduced to zero as of the Record Date occurring within such month, and among each Recharacterized Class, in proportion to their ownership of the aggregate Note Balance of such Recharacterized Class on such Record Date.  The tax matters partner designated pursuant to Section 2.11(f) is authorized to modify the allocations in this Section 2.11(b) if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the economic income, gain or loss to the holders of the Depositor Interest or the holders of a Recharacterized Class or as otherwise required by the Code.

(c)The parties agree that, unless otherwise required by the appropriate tax authorities, the Depositors, on behalf of the Issuer, will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterizations described in Section 2.11(a).

(d)The Owner Trustee will not elect or cause the Issuer to elect, and the other parties to this Agreement will not elect or permit an election to be made, to treat the Issuer as an association taxable as a corporation for U.S. federal income tax purposes pursuant to Treasury Regulation §301.7701-3.

(e)If at any time the Issuer is not treated as an entity disregarded as separate from the Depositors for U.S. federal income tax purposes, the Owner Trustee will, based on information provided by or on behalf of the Depositors, (i) maintain the books of the Issuer on the basis of a calendar year and the accrual method of accounting, (ii) deliver to the holders of the Depositor Interest such information as may be required under the Code to enable such holder to prepare its U.S. federal and State income tax returns, (iii) file any tax returns relating to the Issuer and make such elections as may be required or appropriate under any applicable U.S. federal or State statute and (iv) cause the Trust Paying Agent to collect any withholding tax as described in and in accordance with Section 4.1(c).

(f)If at any time the Issuer is not an entity disregarded as separate from the Depositors for U.S. federal income tax purposes, the Depositors so long as they are treated as holding any equity interest in the Issuer for U.S. federal income tax purposes, and otherwise, the owner of such equity interests designated by a majority of such owners, will (i) prepare and sign,

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on behalf of the Issuer, the tax returns of the Issuer and (ii) be designated the “tax matters partner” of the Issuer pursuant to Section 6231(a)(7)(A) of the Code.

ARTICLE III
DEPOSITOR INTEREST AND TRANSFERS OF INTEREST

Section 3.1.The Depositor Interest.  Upon the formation of the Issuer by the contribution and conveyance by the Depositors pursuant to Section 2.5, the Depositors will be the sole holders of the Depositor Interest, and their respective percentage interests in the Depositor Interest will be equal to the pro rata portion of the Receivables sold by such Depositor to the Issuer, or such other percentage interest as may be agreed by the Depositors from time to time.  The “Depositor Interest” represents a 100% beneficial ownership interest in the Trust Property not allocated to any Series pursuant to the Transaction Documents.  The beneficial ownership interest in the Trust Property includes the right to receive Collections with respect to the Receivables and other amounts at the times and in the amounts specified in the Indenture or any Indenture Supplement to be paid to the holders of the Depositor Interest.

Section 3.2.Registration of Depositor Interest; Transfer of the Depositor Interest.  The Issuer appoints the Owner Trustee to be the “Trust Registrar” and to keep a register (the “Trust Register”) for the purpose of registering the Depositor Interest and transfers of the Depositor Interest as provided in this Agreement.  Upon any resignation of the Trust Registrar, the Issuer will promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Trust Registrar.  A holder of the Depositor Interest will be permitted to sell, transfer, assign or convey its rights in the Depositor Interest to any Person if the following conditions are satisfied:

(a)such holder of the Depositor Interest delivers an Opinion of Counsel to the Issuer and the Indenture Trustee to the effect that such action will not cause the Issuer to be or become characterized for U.S. federal or any then Applicable Tax State income tax purposes as an association or publicly traded partnership taxable as a corporation;

(b)such holder of the Depositor Interest delivers to the Indenture Trustee and the Issuer (i) an Opinion of Counsel to the effect that, after giving effect to such action, there will be no withholding imposed under Sections 1441 or 1442 of the Code in respect of payments on any such transferred security or that the withholding tax imposed will be no greater than the withholding tax imposed prior to such transfer or (ii) an Officer’s Certificate that states withholding is applicable to payments on any such transferred security, the rate of withholding tax required on such payments, and that such amounts will be withheld and remitted to the Internal Revenue Service in satisfaction of the requirements of Sections 1441 and 1442 of the Code;

(c)the related Depositor has notified the transferee or assignee of the Depositor Interest of the tax positions previously taken by it, as a holder of the Depositor Interest, for U.S. federal and any Applicable Tax State income tax purposes and the transferee or assignee has agreed to take positions for U.S. federal and any Applicable Tax State income tax purposes consistent with the tax positions previously taken by such Depositor, as a holder of the Depositor Interest;

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(d)each holder or assignee of the Depositor Interest delivers to the Indenture Trustee and the Issuer a certification that it is not, and is not acting on behalf of or investing the assets of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA) that is subject to Title I of ERISA, (ii) a “plan” (as defined in Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code, (iii) an entity whose underlying assets include “plan assets” by reason of a plan’s investment in the entity (within the meaning of Department of Labor Regulation 29 C.F.R. Section 2510.3-101 or otherwise under ERISA), or (iv) an employee benefit plan or retirement arrangement that is subject to any Similar Law; and

(e)the Rating Agency Condition has been satisfied with respect to such transfer.

Section 3.3.Capital Accounts.  This Section 3.3 will apply only if the Issuer is not treated as an entity disregarded for U.S. federal income tax purposes.

(a)The Administrator will establish and maintain, in accordance with Section 1.704-1(b)(2)(iv) of the Treasury Regulations, a separate bookkeeping account (a “Capital Account”) for each Depositor and each other person treated as an equity owner for U.S. federal income tax purposes.

(b)Notwithstanding any other provision of this Agreement to the contrary, the foregoing provisions of this Section 3.3 regarding the maintenance of Capital Accounts will be construed so as to comply with the provisions of the Treasury Regulations promulgated pursuant to Section 704 of the Code.  The Depositors are authorized to modify these provisions to the minimum extent necessary to comply with such regulations.

Section 3.4.Maintenance of Office or Agency.  The Owner Trustee will maintain an office or offices or agency or agencies where notices and demands to or upon the Issuer in respect of the Transaction Documents may be served.  The Owner Trustee designates its Corporate Trust Office for such purposes and will promptly notify the Depositors and the Indenture Trustee of any change in the location of its Corporate Trust Office.

Section 3.5.Establishment of Depositor Interest Account.  The Owner Trustee will establish and maintain a Qualified Account in the name of “Ford Credit Floorplan Corporation and Ford Credit Floorplan LLC for the benefit of the holders of the Depositor Interest” (or such other name as the Depositors may direct in writing) to be designated as the “Depositor Interest Account.”  The Depositor Interest Account will be established and maintained initially with the Corporate Trust Office of the Indenture Trustee.  The Depositor Interest Account will be established and maintained pursuant to an account control agreement that specifies New York law as the governing law.

Section 3.6.Distributions to the Holders of the Depositor Interest.  The Owner Trustee and the Trust Paying Agent will have the revocable power to withdraw funds from the Depositor Interest Account for the purpose of making distributions to the holders of the Depositor Interest under this Agreement.  The Owner Trustee will, or will cause the Trust Paying Agent to, make the distributions pursuant to Sections 3.1, 4.1, 4.2 and 8.1 to the holders of the Depositor Interest in accordance with their respective percentage interests in the Depositor Interest.  The Owner Trustee will hold any sums held by it for distribution to the holders of the Depositor Interest in

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trust for the benefit of the holders of the Depositor Interest until such sums are distributed to the holders of the Depositor Interest.

ARTICLE IV
APPLICATION OF TRUST FUNDS; CERTAIN DUTIES

Section 4.1.Application of Trust Funds.

(a)(i)On each Deposit Date, the Owner Trustee or the Trust Paying Agent, as applicable, will withdraw any amounts deposited into the Depositor Interest Account pursuant to Article IV of each Indenture Supplement on such Deposit Date and distribute such amounts to the holders of the Depositor Interest.

(ii)On each Payment Date, the Owner Trustee or the Trust Paying Agent, as applicable, based on the information contained in the Monthly Investor Report, will withdraw the amounts deposited into the Depositor Interest Account pursuant to Article IV of each Indenture Supplement on or before such Payment Date and distribute such amounts to the holders of the Depositor Interest.

(b)Following the satisfaction and discharge of the Indenture and the payment in full of the principal and interest on the Notes, the Owner Trustee or the Trust Paying Agent, as applicable, will distribute any remaining funds in the Depositor Interest Account to the holders of the Depositor Interest.

(c)If any withholding tax is imposed on the Issuer’s payment (or allocations of income) to the holders of the Depositor Interest, such tax will reduce the amount otherwise distributable to such holder in accordance with this Section 4.1(c).  The Owner Trustee or the Trust Paying Agent, as applicable, is authorized and directed to retain from amounts otherwise distributable to the holders of the Depositor Interest sufficient funds for the payment of any such withholding tax that is legally owed by the Issuer (but such authorization will not prevent the Owner Trustee or the Trust Paying Agent, as applicable, from contesting any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).  The amount of any withholding tax imposed with respect to the holders of the Depositor Interest will be treated as cash distributed to such holder at the time it is withheld by the Issuer and remitted to the appropriate taxing authority.  If there is a possibility that withholding tax is payable with respect to a distribution, the Owner Trustee or the Trust Paying Agent, as applicable, may, in its sole discretion, withhold such amounts in accordance with this Section 4.1(c).  If a holder of the Depositor Interest wishes to apply for a refund of any such withholding tax, the Owner Trustee or the Trust Paying Agent, as applicable, will reasonably cooperate with such holder in making such claim so long as such holder agrees to reimburse the Owner Trustee or the Trust Paying Agent, as applicable, for any out-of-pocket expenses incurred in so cooperating.

Section 4.2.Method of Payment.  Distributions required to be made to the holders of the Depositor Interest on any Deposit Date or Payment Date will be made by wire transfer, in immediately available funds, to the account specified by such holder to the Owner Trustee or the Trust Paying Agent, as applicable.

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ARTICLE V
AUTHORITY AND DUTIES OF THE OWNER TRUSTEE

Section 5.1.General Authority.

(a)Upon the Depositors’ execution of this Agreement, the Owner Trustee is authorized and directed, on behalf of the Issuer, to (i) execute and deliver the Transaction Documents and each certificate or other document attached as an exhibit to or contemplated by the Transaction Documents to which the Issuer is to be a party and (ii) direct the Indenture Trustee to authenticate and deliver the Notes from time to time as contemplated by the Transaction Documents.

(b)The Owner Trustee is authorized to take all actions required of the Issuer pursuant to the Transaction Documents and is authorized to take such action on behalf of the Issuer as is permitted by the Transaction Documents that the Servicer or the Administrator directs with respect to the Transaction Documents, except to the extent that this Agreement requires the consent of the Noteholders or the holders of the Depositor Interest for such action.

Section 5.2.General Duties.  Subject to Section 5.3, it is the duty of the Owner Trustee to discharge all of its responsibilities pursuant to this Agreement and the Transaction Documents to which the Issuer is a party and to administer the Issuer in the interest of the holders of the Depositor Interest, subject to the Lien of the Indenture and in accordance with the Transaction Documents.  The Owner Trustee will be deemed to have discharged its duties and responsibilities under the Transaction Documents to the extent the Administrator is required in the Administration Agreement to perform any act or to discharge such duty of the Owner Trustee or the Issuer under any Transaction Document.  The Owner Trustee will not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement.  The Owner Trustee will have no obligation to administer, service or collect the Receivables or to maintain, monitor or otherwise supervise the administration, servicing or collection of the Receivables.

Section 5.3.Action upon Prior Notice with Respect to Certain Matters.  With respect to the following matters, the Owner Trustee may not take action unless (i) at least 30 days before taking such action, the Owner Trustee has notified the Indenture Trustee (who will notify the Noteholders), the holders of the Depositor Interest and the Administrator (who will notify the Rating Agencies) of the proposed action and (ii) the Indenture Trustee, acting upon instruction of  Noteholders of a majority of the Note Balance of each Series (or if no Notes are Outstanding, the holders of the Depositor Interest) has not notified the Owner Trustee before the 30th day after receipt of such notice that such majority of the Note Balance of each Series (or if no Notes are Outstanding, the holders of the Depositor Interest) has withheld consent or provided alternative direction:

(a)the initiation of any material claim or lawsuit by the Issuer and the settlement of any material action, claim or lawsuit brought by or against the Issuer;

(b)the election by the Issuer to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Delaware Statutory Trust Act), except to cure

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any ambiguity or to amend or supplement any provision in a manner or to add any provision that would not materially adversely affect the interests of the holders of the Notes or the Depositor Interest;

(c)the appointment pursuant to the Indenture of a successor Indenture Trustee or the consent to the assignment by the Indenture Trustee of its obligations under the Indenture or this Agreement; and

(d)consenting to the Administrator taking any of the actions described in clauses (a) through (c) above.

Section 5.4.Action upon Direction by the Holders of the Depositor Interest with Respect to Certain Matters.

(a)The Owner Trustee on behalf of the Issuer will not execute an amendment to the Sale and Servicing Agreements, the Indenture or the Administration Agreement that would materially adversely affect the holders of the Depositor Interest without the consent of such holders.

(b)The Owner Trustee will not (i) remove the Servicer or appoint a successor Servicer under Article VI of the Sale and Servicing Agreements, or (ii) remove the Administrator or appoint a successor Administrator under Article V of the Administration Agreement unless (A) there is a Servicer Termination Event subsequent to the payment in full of the Notes and (B) the holders of the Depositor Interest direct the Owner Trustee to take such action.

Section 5.5.Action with Respect to Bankruptcy.  The Owner Trustee may not commence a voluntary proceeding in bankruptcy relating to the Issuer unless one year and one day has passed since the Notes have been paid in full and the holders of the Depositor Interest approve of such commencement in advance and deliver to the Owner Trustee a certificate certifying that they reasonably believe that the Issuer is insolvent.

Section 5.6.Action upon Instruction.

(a)The Owner Trustee will not be required to take any action under any Transaction Document if the Owner Trustee reasonably determines, or is advised by counsel, that such action is likely to result in liability on the part of the Owner Trustee, is contrary to any Transaction Document or is contrary to law.

(b)If (i) the Owner Trustee is unsure as to the application of any provision of any Transaction Document, (ii) any provision of any Transaction Document is, or appears to be, in conflict with any other applicable provision, (iii) this Agreement permits any determination by the Owner Trustee or is silent or is incomplete as to the course of action that the Owner Trustee is required to take with respect to a particular set of facts or (iv) the Owner Trustee is unable to decide between alternative courses of action permitted or required by any Transaction Document, the Owner Trustee may, and with respect to clause (iv) will, notify the Administrator requesting instruction and, to the extent that the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee will not be liable to any Person on account of such action or inaction.  If the Owner Trustee does not receive

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appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but will be under no duty to, take or refrain from taking such action, not inconsistent with the Transaction Documents, as it deems to be in the best interest of the holders of the Depositor Interest, and will have no liability to any Person for such action or inaction.

Section 5.7.No Duties Except as Specified in this Agreement or in Instructions.  The Owner Trustee has no duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of, or otherwise deal with the Trust Property, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated by this Agreement to which the Owner Trustee or the Issuer is a party, except as provided by this Agreement or in any document or instruction received by the Owner Trustee pursuant to Section 5.6.  No implied duties or obligations will be read into any Transaction Document against the Owner Trustee.  The Owner Trustee has no responsibility for filing any financing statements or continuation statement or to otherwise perfect or maintain the perfection of any security interest or Lien granted to it under this Agreement or to prepare or file any Securities and Exchange Commission filing for the Issuer or to record any Transaction Document.  The Owner Trustee nevertheless agrees that it will promptly take, at its own cost and expense, all action as may be necessary to discharge any Lien (other than Permitted Liens) on any part of the Trust Property that results from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Trust Property.

Section 5.8.No Action Except Under Specified Documents or Instructions.  The Owner Trustee will not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Property except (a) in accordance with the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (b) in accordance with the other Transaction Documents to which the Issuer or the Owner Trustee is a party and (c) in accordance with any document or instruction delivered to the Owner Trustee pursuant to Section 5.6.  Neither the Depositors nor the holders of the Depositor Interest will direct the Owner Trustee to take any action that would violate this Section 5.8.

Section 5.9.Prohibition on Certain Actions.  The Owner Trustee will not take any action (a) that is inconsistent with the purposes of the Issuer set forth in Section 2.3 or (b) that, to the knowledge of the Owner Trustee, would (i) cause any Class of Notes not be treated as indebtedness for U.S. federal income or Applicable Tax State income or franchise tax purposes, (ii) be deemed to cause a sale or exchange of the Notes for purposes of Section 1001 of the Code (unless no gain or loss would be recognized on such deemed sale or exchange for U.S. federal income tax purposes) or (iii) cause the Issuer or any portion thereof to be taxable as an association (or publicly traded partnership) taxable as a corporation for U.S. federal income or Applicable Tax State income or franchise tax purposes.  Neither the Depositors nor the holders of the Depositor Interest will direct the Owner Trustee to take action that would violate this Section 5.9.

Section 5.10.Audits of the Owner Trustee.  The Owner Trustee agrees that, with reasonable prior notice, it will permit any authorized representative of the Servicer or the Administrator, during the Owner Trustee’s normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Owner Trustee

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relating to (a) the performance of the Owner Trustee’s obligations under this Agreement, (b) any payments of fees and expenses of the Owner Trustee in connection with such performance and (c) any claim made by the Owner Trustee under this Agreement.  In addition, the Owner Trustee will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Owner Trustee’s officers and employees.  Each of the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Servicer or the Administrator, as the case may be, may reasonably determine that such disclosure is consistent with its obligations under this Agreement.  The Owner Trustee will maintain all such pertinent books, records, reports and other documents and materials for a period of two years after the termination of its obligations under this Agreement.

Section 5.11.Furnishing of Documents.  Upon request from a holder of the Depositor Interest, the Owner Trustee will furnish to such holder copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Transaction Documents.

Section 5.12.Sarbanes-Oxley Act.  Notwithstanding anything to the contrary in any Transaction Document, the Owner Trustee will not be required to execute, deliver or certify on behalf of the Issuer, the Servicer, the Depositors or any other Person any filings, certificates, affidavits or other instruments required by the Securities and Exchange Commission or required under the Sarbanes-Oxley Act of 2002.  However, any entity executing, delivering or certifying such filings, certificates, affidavits or other instruments required by the Securities and Exchange Commission or required under the Sarbanes-Oxley Act of 2002 on behalf of the Issuer may request, at its option, such subcertifications, including any assessments of compliance required from the Owner Trustee as it may deem necessary to provide such certifications and the Owner Trustee will reasonably comply with such request.

ARTICLE VI
REGARDING THE OWNER TRUSTEE

Section 6.1.Acceptance of Trusts and Duties.  The Owner Trustee accepts the trusts created by this Agreement and agrees to perform its duties under this Agreement with respect to such trusts but only in accordance with this Agreement.  The Owner Trustee also agrees to distribute all monies actually received by it constituting part of the Trust Property in accordance with the Transaction Documents.  The Owner Trustee will not be liable under any Transaction Document under any circumstances, except (i) for its own willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) if any representation or warranty in Section 6.2 is not true and correct as of any Closing Date.  In particular, but not by way of limitation (and subject to the exceptions set forth in the preceding sentence):

(a)the Owner Trustee will not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Noteholders of a majority of the Note Balance of each Series, the Indenture Trustee, the Depositors, the holders of the Depositor Interest, the Administrator or the Servicer;

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(b)no Transaction Document will require the Owner Trustee to expend or risk funds or otherwise incur any financial liability in the performance of any of its rights or powers under any Transaction Document if the Owner Trustee has reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured or provided to it;

(c)the Owner Trustee will not be liable for indebtedness evidenced by or arising under any of the Transaction Documents, including the principal of and interest on the Notes or amounts distributable to the holders of the Depositor Interest;

(d)the Owner Trustee will not be responsible for (i) the validity or sufficiency of this Agreement, (ii) the due execution of this Agreement by the Depositors, (iii) the form, character, genuineness, sufficiency, value or validity of any of the Trust Property or (iv) the validity or sufficiency of the other Transaction Documents, the Notes, any Receivable or any related documents, and the Owner Trustee will in no event assume or incur any liability, duty or obligation to any Noteholder, the Depositors or the holders of the Depositor Interest, other than as provided for in the Transaction Documents;

(e)the Owner Trustee will not be liable for the default or misconduct of the Servicer, the Administrator, the Depositors, the holders of the Depositor Interest or the Indenture Trustee under any of the Transaction Documents or otherwise and the Owner Trustee will have no obligation or liability to perform the obligations of the Issuer under the Transaction Documents that are required to be performed by the Administrator under the Administration Agreement, the Servicer under the Sale and Servicing Agreements or the Indenture Trustee under the Indenture or any Indenture Supplement;

(f)the Owner Trustee will be under no obligation to exercise any of the rights or powers vested in it by this Agreement or, at the request, order or direction of the Depositors, to institute, conduct or defend any litigation under this Agreement or in relation to any Transaction Document or otherwise unless the Depositors have offered to the Owner Trustee reasonable security or indemnity satisfactory to it against the costs, expenses, losses, damages, claims and liabilities that may be incurred by the Owner Trustee.  The right of the Owner Trustee to perform any discretionary act enumerated in any Transaction Document will not be construed as a duty; and

(g)the Owner Trustee will not be responsible or liable for (i) the legality, validity and enforceability of any Receivable, (ii) the perfection and priority of any security interest created by any Receivable in any Vehicle or the maintenance of any such perfection and priority, (iii) the sufficiency of the Trust Property or the ability of the Trust Property to generate the amounts necessary to make payments to the Noteholders under the Indenture and the related Indenture Supplement or distributions to the holders of the Depositor Interest under this Agreement, (iv) the accuracy of any representation or warranty made under any Transaction Document (other than the representations and warranties made in Section 6.2) or (v) any action of the Indenture Trustee, the Administrator or the Servicer or any subservicer taken in the name of the Owner Trustee.

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Section 6.2.Representations and Warranties of the Owner Trustee.  The Owner Trustee represents and warrants to the Depositors as of each Closing Date:

(a)Organization and Qualification.  The Owner Trustee is duly formed and is validly existing as a national banking association under the laws of the United States.  The Owner Trustee is duly qualified as a national banking association and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Owner Trustee’s ability to perform its obligations under this Agreement.

(b)Power, Authorization and Enforceability.  The Owner Trustee has the power and authority to execute deliver and perform the terms this Agreement.  The Owner Trustee has authorized the execution, delivery and performance of the terms of this Agreement.  This Agreement is the legal, valid and binding obligation of the Owner Trustee enforceable against the Owner Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)No Conflicts and No Violation.  The execution and delivery by the Owner Trustee of this Agreement, the consummation by the Owner Trustee of the transactions contemplated by this Agreement and the compliance by the Owner Trustee with this Agreement will not (i) violate any federal or State law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, (ii) conflict with, result in a breach of, or constitute (with or without notice or lapse of time or both) a default under its charter documents or by-laws or any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Owner Trustee is a debtor or guarantor or (iii) violate any law or, to the Owner Trustee’s knowledge, any order, rule, or regulation applicable to the Owner Trustee of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Owner Trustee or its properties, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Owner Trustee’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the Owner Trustee’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Owner Trustee or its properties: (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Owner Trustee’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(e)Banking Association.  The Owner Trustee is a banking association satisfying Section 3807(a) of the Delaware Statutory Trust Act and meets the eligibility requirements of Section 9.1(a).

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(f)Information Provided by the Owner Trustee.  The information provided by the Owner Trustee in its individual capacity in any certificate delivered by a Responsible Person of the Owner Trustee is true and correct in all material respects.

Section 6.3.Reliance; Advice of Counsel.

(a)The Owner Trustee may rely upon, will be protected in relying upon, and will incur no liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document believed by it to be genuine that appears on its face to be properly executed and signed by the proper party or parties.  The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect.  As to any fact or matter the method of the determination of which is not specifically prescribed in this Agreement, the Owner Trustee may for all purposes of this Agreement rely on a certificate, signed by the president or any vice president or by the treasurer or other Responsible Persons of the relevant party, as to such fact or matter, and such certificate will constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon.

(b)In the exercise or administration of the trusts under this Agreement and in the performance of its duties and obligations under the Transaction Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them and will not be liable for the conduct or misconduct of such agents or attorneys if the Owner Trustee selects such agents or attorneys with reasonable care, and (ii) may consult with counsel, accountants and other skilled Persons whom the Owner Trustee selects with reasonable care and employs.  The Owner Trustee will not be liable for anything it does, suffers or omits to do in good faith in accordance with the written opinion or advice of any such counsel, accountants or other such Persons that is not contrary to any Transaction Document.

Section 6.4.Not Acting in Individual Capacity.  Except as provided in this Article VI, in accepting the trusts created by this Agreement, U.S. Bank Trust National Association acts solely as Owner Trustee under this Agreement and not in its individual capacity.   All Persons having any claim against the Owner Trustee by reason of the transactions contemplated by any Transaction Document will look only to the Trust Property for payment or satisfaction thereof.  However, the Owner Trustee will be responsible for any breach of its representations and warranties made in Section 6.2.

Section 6.5.U.S. Bank Trust National Association May Own Notes.  U.S. Bank Trust National Association, in its individual or any other capacity, may become the owner or pledgee of Notes and may deal with the Depositors, the holders of the Depositor Interest, the Servicer, the Administrator and the Indenture Trustee in banking transactions with the same rights as it would have if it were not the Owner Trustee.

Section 6.6.Duty to Update Disclosure.  The Owner Trustee will notify and provide information, and certify such information in an Officer’s Certificate, to the Depositors upon any event or condition relating to the Owner Trustee or actions taken by the Owner Trustee that (A) (i) is required to be disclosed by the Depositors under Item 2 (the institution of, material

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developments in, or termination of legal proceedings against U.S. Bank Trust National Association that are material to Noteholders) of Form 10-D under the Exchange Act within five days of such occurrence or (ii) either Depositor reasonably requests of the Owner Trustee that such Depositor, in good faith, believes is necessary to comply with Regulation AB within five days of request or (B) (i) is required to be disclosed under Item 6.02 (resignation, removal, replacement or substitution of U.S. Bank Trust National Association as Owner Trustee) of Form 8-K under the Exchange Act within two days of a Responsible Person of the Owner Trustee becoming aware of such occurrence or (ii) causes the information provided by the Owner Trustee in any certificate delivered by a Responsible Person of the Owner Trustee to be untrue or incorrect in any material respect or is necessary to make the statements provided by the Owner Trustee in light of the circumstances in which they were made not misleading within five days of a Responsible Person of the Owner Trustee becoming aware thereof.  The obligations of the Owner Trustee to provide such information with respect to the period during which it served as Owner Trustee will survive the resignation or removal of the Owner Trustee under this Agreement.

ARTICLE VII
COMPENSATION AND INDEMNIFICATION OF THE OWNER TRUSTEE;
ORGANIZATIONAL EXPENSES

Section 7.1.Owner Trustee’ Fees and Expenses.  The Issuer will pay the Owner Trustee as compensation for its services under this Agreement such fees as have been separately agreed upon by the Administrator and the Owner Trustee.  The Issuer will reimburse the Owner Trustee for all reasonable out-of-pocket expenses incurred or made by the Owner Trustee in performing its rights and duties under this Agreement, including the reasonable compensation, expenses and disbursements of the Owner Trustee’s agents, counsel, accountants and experts, but excluding any expenses incurred by the Owner Trustee through the Owner Trustee’s own willful misconduct, bad faith or negligence (other than errors in judgment).

Section 7.2.Indemnification of the Owner Trustee.

(a)The Depositor will, or will cause the Administrator to, indemnify, defend and hold harmless the Owner Trustee, and its respective officers, directors, employees and agents, from and against any and all costs, expenses, losses, damages, claims and liabilities (including the reasonable compensation, expenses and disbursements of the Owner Trustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of and the performance of its duties under this Agreement, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under the Indenture, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Owner Trustee through the Owner Trustee’s own willful misconduct, bad faith or negligence (other than errors in judgment) or (ii) arising from the inaccuracy of any representation or warranty contained in Section 6.2.

(b)Promptly upon receipt by the Owner Trustee, or any of its officers, directors, employees and agents (each, an “Indemnified Person”), of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made under Section 7.2(a), notify the Depositors and the

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Administrator of the commencement of such Proceeding.  The Depositors, or, if the Depositors so cause, the Administrator, may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Depositors or the Administrator, as applicable, and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned.  After notice from the Depositors or the Administrator, as applicable, to the Indemnified Person of the intention of the Depositors or the Administrator, as applicable, to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositor or the Administrator, as applicable, so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, neither the Depositors nor the Administrator will be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositors or the Administrator, as applicable, on one hand, and an Indemnified Person, on the other hand, in which case the Depositors, or, if Depositors so cause, the Administrator, will pay for the separate counsel to the Indemnified Person.

(c)The Depositors’ obligations under this Section 7.2 are obligations solely of the Depositors and do not constitute a claim against the Depositors to the extent that the Depositors do not have funds sufficient to make payment of such obligations.  The Owner Trustee, by entering into or accepting this Agreement, acknowledges and agrees that it has no right, title or interest in or to the Other Assets of the Depositors.  Notwithstanding the preceding sentence, if the Owner Trustee either (i) asserts an interest or claim to, or benefit from, the Other Assets or (ii) is deemed to have any such interest, claim to, or benefit in or from the Other Assets, whether by operation of law, legal process, pursuant to insolvency laws or otherwise (including by virtue of Section 1111(b) of the Bankruptcy Code), then the Owner Trustee further acknowledges and agrees that any such interest, claim or benefit in or from the Other Assets is expressly subordinated to the indefeasible payment in full of the other obligations and liabilities, which, under the relevant documents relating to the securitization or conveyance of such Other Assets, are entitled to be paid from, entitled to the benefits of, or otherwise secured by such Other Assets (whether or not any such entitlement or security interest is legally perfected or otherwise entitled to a priority of distributions or application under applicable law, including insolvency laws, and whether or not asserted against the Depositors), including the payment of post-petition interest on such other obligations and liabilities.  This subordination agreement is deemed a subordination agreement within the meaning of Section 510(a) of the Bankruptcy Code.  The Owner Trustee further acknowledges and agrees that no adequate remedy at law exists for a breach of this Section 7.2(c) and this Section 7.2(c) may be enforced by an action for specific performance.  This Section 7.2(c) is for the third party benefit of the holders of such other obligations and liabilities and will survive the termination of this Agreement.

Section 7.3.Organizational Expenses of the Issuer.  The Depositors will, or will cause the Administrator to, pay the organizational expenses of the Issuer as they may arise or, upon the request of the Owner Trustee, the Depositors will, or will cause the Administrator to, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee.

Section 7.4.Certain Expenses of the Indenture Trustee and the Owner Trustee.  The Depositors will reimburse (a) the Indenture Trustee and any successor Indenture Trustee for any expenses associated with the replacement of the Indenture Trustee pursuant to Section 6.8 of the Indenture and (b) the Owner Trustee and any successor Owner Trustee for any expenses

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associated with the replacement of the Owner Trustee pursuant to Section 9.2 of this Agreement, in each case, to the extent such amounts have not been otherwise paid pursuant to Article IV of the Indenture Supplements.

ARTICLE VIII
TERMINATION

Section 8.1.Termination of Trust Agreement.

(a)The Issuer will terminate upon the earlier of (i) December 31, 2025 (or such later date as may be specified in any Indenture Supplement dated after the date of this Agreement) and (ii) at the option of the holders of the Depositor Interest, the day following the day on which the right of all Series of Notes to receive payments from the Trust Property has terminated (the “Trust Termination Date”).  Any Insolvency Event, liquidation or dissolution with respect to either Depositor will not (A) operate to terminate this Agreement or the Issuer, (B) entitle such Depositor’s legal representatives to claim an accounting or to take any action or proceeding in any court for a partition or winding up of all or any part of the Issuer or the Trust Property or (C) otherwise affect the rights, obligations and liabilities of the parties to this Agreement.  Upon dissolution of the Issuer, the Owner Trustee will wind up the activities and affairs of the Issuer as required by Section 3808 of the Delaware Statutory Trust Act.

(b)The Depositors may not revoke or terminate the Issuer, unless they are the holders of 100% of the Depositor Interest and in accordance with Section 8.1(a).

(c)Upon termination of the Issuer, any remaining Trust Property will be distributed to the holders of the Depositor Interest, and the Owner Trustee will cause the Certificate of Trust to be cancelled by preparing, executing and filing a certificate of cancellation with the Secretary of State of the State of Delaware in accordance with Section 3810(c) of the Delaware Statutory Trust Act or as otherwise required by the Delaware Statutory Trust Act.  Upon the filing of such certificate of cancellation, the Owner Trustee’s services under this Agreement will simultaneously terminate.  The Owner Trustee will deliver a file-stamped copy of such certificate of cancellation to the Administrator promptly upon such document becoming available following such filing.

ARTICLE IX
SUCCESSOR OWNER TRUSTEES AND ADDITIONAL OWNER TRUSTEES

Section 9.1.Eligibility Requirements for the Owner Trustee.

(a)The Owner Trustee must (i) be authorized to exercise corporate trust powers, (ii) have a combined capital and surplus of at least $50,000,000 and be subject to supervision or examination by federal or State authorities and (iii) have (or have a parent that has) a long-term debt rating of investment grade by each of the Rating Agencies (in the case of DBRS and Fitch, if rated by such Rating Agencies) or be otherwise acceptable to the Rating Agencies.  If such corporation publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purpose of this Section 9.1, the combined capital and surplus of such corporation will be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If the Owner Trustee

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ceases to be eligible in accordance with this Section 9.1, it must resign immediately in the manner and with the effect specified in Section 9.2.  The Owner Trustee will promptly notify the Depositors and the Administrator if it ceases to satisfy the requirements of this Section 9.1.

(b)The Owner Trustee must satisfy Section 3807(a) of the Delaware Statutory Trust Act.

Section 9.2.Resignation or Removal of the Owner Trustee.

(a)The Owner Trustee may resign and be discharged from the trusts created by this Agreement by giving notice to the Depositors and the Administrator.

(b)The Administrator may remove the Owner Trustee upon notice to the Owner Trustee and will remove the Owner Trustee if:

(i)the Owner Trustee ceases to be eligible in accordance with Section 9.1;

(ii)the Owner Trustee is legally unable to act; or

(iii)an Insolvency Event with respect to the Owner Trustee has occurred and is continuing.

(c)If the Owner Trustee resigns or the Administrator removes the Owner Trustee, the Administrator will promptly (i) appoint a successor Owner Trustee, by written instrument, in duplicate and (ii) deliver one copy of such instrument to the outgoing Owner Trustee and one copy to the successor Owner Trustee.  The Owner Trustee will be entitled to payment through the date of its resignation or removal from distributions made under Article IV of the Indenture Supplements.  If no successor Owner Trustee is appointed and has accepted such appointment within 30 days after the Administrator’s receipt of notice of resignation or removal of the Owner Trustee, the outgoing Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee.  The right to appoint or to petition for the appointment of any such successor Owner Trustee does not relieve the outgoing Owner Trustee from any obligations otherwise imposed on it under the Transaction Documents until the appointment of the successor Owner Trustee has become effective.

(d)No resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to this Section 9.2 will become effective until (i) the successor Owner Trustee accepts its appointment as the Owner Trustee pursuant to Section 9.3(a) and (ii) the successor Owner Trustee files the certificate of amendment to the Certificate of Trust referred to in Section 9.3(d).  The Administrator will notify the Depositors, the Indenture Trustee and the Rating Agencies of any resignation or removal of the Owner Trustee.

Section 9.3.Successor Owner Trustee.

(a)Any successor Owner Trustee appointed pursuant to Section 9.2 must execute and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement.  Upon the resignation or removal of the predecessor Owner Trustee becoming effective pursuant to Section 9.2(d), such successor Owner Trustee, without

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any further act, will become fully vested with all the rights, powers, duties, and obligations of its predecessor under this Agreement.  The predecessor Owner Trustee will, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement, and the Administrator and the predecessor Owner Trustee will execute and deliver such instruments and do such other things as may reasonably be required to vest and confirm in the successor Owner Trustee all such rights, powers, duties and obligations.

(b)No successor Owner Trustee may accept appointment as provided in this Section 9.3 unless, at the time of such acceptance, such successor Owner Trustee is eligible pursuant to Section 9.1.

(c)Upon the acceptance of appointment by a successor Owner Trustee pursuant to this Section 9.3, the Administrator will notify the Depositors, the Indenture Trustee, the Noteholders and the Rating Agencies of such successor Owner Trustee.

(d)Any successor Owner Trustee appointed under this Agreement will promptly file a certificate of  amendment to the Certificate of Trust with the Secretary of State of the State of Delaware identifying the name and principal place of business of such successor Owner Trustee in the State of Delaware.  The successor Owner Trustee will deliver a file-stamped copy of such certificate of amendment to the Administrator promptly upon such document becoming available following such filing.

Section 9.4.Merger or Consolidation of the Owner Trustee.  Any Person (a) into which the Owner Trustee may be merged or converted or with which it may be consolidated, (b) resulting from any merger, conversion or consolidation to which the Owner Trustee is a party or (c) succeeding to all or substantially all of the corporate trust business of the Owner Trustee will, provided such Person is eligible pursuant to Section 9.1, be the successor of the Owner Trustee under this Agreement without the execution or filing of any document or any further act (except as required under this Section 9.4); provided, that the Owner Trustee (i) notifies the Issuer (who will notify the Rating Agencies) of such merger or consolidation within 15 Business Days of such event and (ii) files a certificate of amendment to the Certificate of Trust as required by Section 9.3(d).

Section 9.5.Appointment of Separate Trustee or Co-Trustee.

(a)Notwithstanding any other provision of this Agreement, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Property or any related Vehicle may be located, the Administrator and the Owner Trustee acting jointly will have the power and will execute and deliver all instruments to appoint one or more Persons approved by each of the Administrator and the Owner Trustee to act as a separate trustee or as separate trustees, or as co-trustee, jointly with the Owner Trustee, of all or any part of the Issuer, and to vest in such Person, in such capacity, such title to the Trust Property, or any part thereof, and, subject to this Section 9.5, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee consider necessary or desirable.  If the Administrator has not joined in such appointment within 15 Business Days of its receipt of a request so to do, the Owner Trustee will have the power to make such appointment.  No separate trustee or co-trustee under this

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Agreement will be required to meet the terms of eligibility as a successor trustee pursuant to Section 9.1 and no notice of the appointment of any separate trustee or co-trustee is required.

(b)Each separate trustee and co-trustee will, to the extent permitted by law, be appointed and act subject to the following:

(i)all rights, powers, duties, and obligations conferred or imposed upon the Owner Trustee will be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee is incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties, and obligations (including the holding of title to the Trust Property or any portion thereof in any such jurisdiction) may be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee;

(ii)no trustee under this Agreement will be personally liable by reason of any act or omission of any other trustee under this Agreement; and

(iii)the Administrator and the Owner Trustee acting jointly may accept the resignation of or remove any separate trustee or co-trustee.

(c)Any notice, request or other writing given to the Owner Trustee will be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them.  Every instrument appointing any separate trustee or co-trustee must refer to this Agreement and the conditions of this Article IX.  Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, will be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided in such instrument, subject to this Agreement.  The Owner Trustee will keep a copy of each such instrument in its files and will deliver a copy of each such instrument to the Administrator.

(d)Any separate trustee or co-trustee may appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.  If any separate trustee or co-trustee dies, becomes incapable of acting, resigns or is removed, all of its estates, properties, rights, remedies and trusts will vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor trustee.

Section 9.6.Compliance with Delaware Statutory Trust Act.  Notwithstanding anything in this Agreement to the contrary, the Issuer must have at least one trustee that meets the requirements of Section 3807(a) of the Delaware Statutory Trust Act.

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ARTICLE X
MISCELLANEOUS

Section 10.1.Supplements and Amendments.

(a)This Agreement may be amended by the holders of the Depositor Interest and the Owner Trustee, with prior notice by the Administrator to the Rating Agencies, without the consent of any of the Noteholders, for the purpose of curing any ambiguity or correcting or supplementing any provisions in this Agreement inconsistent with any other provision of this Agreement.

(b)This Agreement may be amended by the holders of the Depositor Interest and the Owner Trustee, with prior notice by the Administrator to the Rating Agencies, without the consent of any of the Noteholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement, subject to the following conditions:

(i)each holder of the Depositor Interest delivers an Officer’s Certificate to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not have a material adverse effect on the Notes; and

(ii)each holder delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes.

(c)This Agreement also may be amended by the holders of the Depositor Interest and the Owner Trustee for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement with prior notice by the Administrator to the Rating Agencies, subject to the following conditions:

(i)(A) the Indenture Trustee, to the extent that its rights or obligations would be affected by such amendment consents (which consent may not be unreasonably withheld, delayed or conditioned) and (B) the Noteholders of a majority of the Note Balance of each Series consent to such amendment; and

(ii)each holder delivers an Opinion of Counsel to the Indenture Trustee and the Owner Trustee to the effect that such amendment will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, or (C) adversely affect the treatment of the Notes as debt for U.S. federal income tax purposes.

However, no amendment may (A) increase or reduce the amount of, or accelerate or delay the timing of, or change the allocation or priority of, collections of payments on Receivables or distributions that are required to be made for the benefit of the Secured Parties or

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(B) reduce the percentage of the Note Balance of the Series required to consent to any such amendment, in each case, without the consent of all affected Noteholders.

(d)Promptly after the execution of any such amendment or consent, the Owner Trustee will notify the Indenture Trustee of the substance of such amendment or consent.

(e)If the consent of the Noteholders or the Indenture Trustee is required under this Section 10.1, they do not need to approve the particular form of any proposed amendment or consent so long as their consent approves the substance of the proposed amendment or consent.  The manner of obtaining such consents will be subject to such reasonable requirements as the Owner Trustee may prescribe.

(f)Promptly after the execution of any certificate of amendment to the Certificate of Trust, the Owner Trustee will cause such amendment to be filed with the Secretary of State of the State of Delaware.  The Owner Trustee will deliver a file-stamped copy of such certificate of amendment to the Administrator promptly upon such document becoming available following such filing.

(g)Before the execution of any amendment to this Agreement or certificate of amendment to the Certificate of Trust, the Owner Trustee will be entitled to receive and rely upon an Opinion of Counsel delivered by the holders of the Depositor Interest to the effect that the execution of such amendment or certificate of amendment, as applicable, is authorized or permitted by this Agreement.  The Owner Trustee may enter into any such amendment or certificate of amendment that affects the Owner Trustee’s own rights, duties or immunities under this Agreement or otherwise.

(h)In connection with the execution of any amendment to this Agreement or any amendment to any other agreement to which the Issuer is a party, the Owner Trustee will be entitled to receive and rely upon an Opinion of Counsel delivered by the holders of the Depositor Interest to the effect that such amendment is authorized or permitted by the Transaction Documents and that all conditions precedent in the Transaction Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied.

Section 10.2.No Legal Title to Trust Property in the Holders of the Depositor Interest.  The holders of the Depositor Interest have no legal title to any part of the Trust Property.  The holders of the Depositor Interest are entitled to receive distributions with respect to the Depositor Interest only in accordance with the Indenture, the Indenture Supplements and this Agreement.  No transfer, by operation of law or otherwise, of any right, title, or interest of either Depositor to and in the Depositor Interest in the Trust Property will operate to terminate this Agreement or the trusts under this Agreement or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Property.

Section 10.3.Limitation on Rights of Others.  Except for Sections 2.6, 7.2 and 10.1, this Agreement is solely for the benefit of the Owner Trustee, the Depositors, the Administrator, the Servicer, the holders of the Depositor Interest and, to the extent provided in this Agreement, the Indenture Trustee and the Secured Parties, and nothing in this Agreement (other than Section 2.6), whether express or implied, will be construed to give to any other Person any legal or

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equitable right, remedy or claim in the Trust Property or under or in respect of this Agreement or any covenants, conditions or provisions contained in this Agreement.

Section 10.4.Notices.

(a)All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made:

(i)upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

(ii)in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)in the case of an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreements or at such other address as any party may designate by notice to the other parties.

(b)Notices to the Owner Trustee will be addressed to its Corporate Trust Office or to such other address designated by the Owner Trustee by notice to the Depositor.

(c)Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 10.5.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE.

Section 10.6.WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

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Section 10.7.Severability.  If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement or of the Notes or the rights of the Noteholders.

Section 10.8.Counterparts.  This Agreement may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

Section 10.9.Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 10.10.No Petition.  Each of the Depositors and the Owner Trustee (not in its individual capacity but solely as Owner Trustee), by entering into this Agreement and each holder of the Depositor Interest, by accepting such interest, covenants and agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after the payment in full of (a) all securities issued by either Depositor or by a trust for which either Depositor was a depositor and (b) the Notes, it will not institute against, or join any other Person in instituting against, either Depositor or the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Transaction Documents.  This Section 10.10 will survive the resignation or removal of the Owner Trustee under this Agreement and the termination of this Agreement.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT FLOORPLAN CORPORATION,
as a Depositor
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
FORD CREDIT FLOORPLAN LLC,
as a Depositor
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Owner Trustee
By:	/s/ Julia Linian
	Name:	Julia Linian
	Title:	Assistant Vice President

[Signature Page to Trust Agreement]

EX-10.2

EXHIBIT 10.2

EXECUTION VERSION

FOURTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

between

FORD MOTOR CREDIT COMPANY LLC,
as Seller

and

FORD CREDIT FLOORPLAN CORPORATION,
as Buyer

Dated as of August 1, 2001,
as amended and restated as of December 1, 2010

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Amendment and Restatement	1
ARTICLE II SALE OF RECEIVABLES		2
Section 2.1.	Sale of Receivables	2
Section 2.2.	Representations and Warranties of Seller Relating to Itself and this Agreement	4
Section 2.3.	Representations and Warranties of Seller Relating to Sold Receivables and Accounts	6
Section 2.4.	Covenants of Seller	7
Section 2.5.	Designation of Additional Accounts	8
Section 2.6.	Redesignation of Accounts	9
Section 2.7.	Sale of Ineligible Receivables	10
Section 2.8.	Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements	10
ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES		11
Section 3.1.	Acceptance of Appointment and Other Matters Relating to Servicer	11
Section 3.2.	Servicing Compensation	11
ARTICLE IV OTHER MATTERS RELATING TO SELLER		11
Section 4.1.	Liability of Seller	11
Section 4.2.	Merger or Consolidation of, or Assumption, of Obligations of Seller	11
Section 4.3.	Seller Indemnification of Buyer	12
ARTICLE V TERMINATION; INSOLVENCY		12
Section 5.1.	Termination of Agreement; Insolvency Event	12
ARTICLE VI INTERCREDITOR PROVISIONS		12
Section 6.1.	Nonfloorplan Agreements Between Seller and Dealer	12
ARTICLE VII MISCELLANEOUS PROVISIONS		13
Section 7.1.	Amendment	13
Section 7.2.	Protection of Right, Title and Interest to Receivables	14
Section 7.3.	Limited Recourse	15
Section 7.4.	Notices	15
Section 7.5.	Third-Party Beneficiaries	16
Section 7.6.	GOVERNING LAW	16
Section 7.7.	Submission to Jurisdiction	16
Section 7.8.	WAIVER OF JURY TRIAL	16
Section 7.9.	Severability	16
Section 7.10.	Counterparts	16
Section 7.11.	Headings	16
Section 7.12.	No Waiver; Cumulative Remedies	17
Section 7.13.	No Petition	17

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Section 7.14.	Further Assurances	17
Section 7.15.	Assignment	17

Schedule 1	Account Schedule	1-1
Exhibit A	Form of Assignment of Receivables in Additional Accounts	A-1
Exhibit B	Form of Opinion of Counsel Regarding Amendments	B-1
Exhibit C	Form of Opinion of Counsel Regarding Additional Accounts	C-1
Exhibit D	Form of Reassignment of Receivables in Redesignated Accounts	D-1

FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (this “Agreement”), by and between FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Seller, and FORD CREDIT FLOORPLAN CORPORATION, a Delaware corporation (“FCF Corp”), as Buyer.

BACKGROUND

The parties to this Agreement intend to amend and restate the Receivables Purchase Agreement, dated as of August 1, 2001, as previously amended and restated as of December 19, 2002, September 1, 2005 and May 1, 2008, by and between the parties, on the terms and conditions contained in this Agreement.

The Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, certain Receivables originated in the Accounts.

Pursuant to the Sale and Servicing Agreement, the Buyer has agreed to sell to the Issuer all such Receivables purchased by the Buyer under this Agreement.

Pursuant to a sale and servicing agreement among FCF LLC, the Issuer and the Servicer, FCF LLC has also agreed to sell to the Issuer all the receivables that have been purchased by FCF LLC under a separate receivables purchase agreement between it and the Seller, and such receivables will also secure the Notes to be issued by the Issuer.

Pursuant to the Indenture and the Indenture Supplements, the Issuer will issue from time to time Notes secured by the Receivables.

The parties hereto agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among FCF Corp, as Depositor, the Issuer and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains rules as to usage applicable to this Agreement.  Appendix A is incorporated by reference into this Agreement.

Section 1.2.Amendment and Restatement.  This Agreement amends and restates in full the Third Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of May 1, 2008, between the parties with effect as of the date of this Agreement, and it is confirmed by the parties that (a) all prior actions made pursuant to such Third Amended and Restated Receivables Purchase Agreement are effective as if made under this Agreement on the date made, and (b) no provision of this Agreement is intended to result in the duplication of any such prior action of any party.  Notwithstanding the foregoing, to the extent that any amendment to the Third Amended and Restated Receivables Purchase Agreement, as set out in this Agreement, would reasonably be expected to have an Adverse

Effect on the Noteholders of a Series issued before the date of this Agreement or would not otherwise be permitted, as determined by a court of competent jurisdiction, then such amendment will not be effective as against such Noteholders and the corresponding provision of the Third Amended and Restated Receivables Purchase Agreement, will continue to govern as it relates to such Noteholders and such Series.

ARTICLE II
SALE OF RECEIVABLES

Section 2.1.Sale of Receivables.

(a)The Seller sells and assigns, without recourse (except as provided in this Agreement), to the Buyer the following property on and as of the dates specified below:

(i)on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof;

(ii)on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and

(iii)on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof.

(b)The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford.  The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts.

(c)In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such

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manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts.  The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales.

(d)The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan.  However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement.

(e)On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense:

(i)indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements;

(ii)in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and

(iii)in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule.

(f)The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement.

(g)The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer.  The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor.  The Depositor and the Buyer each represents and warrants to the other that the

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amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date.

(h)Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer.  Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Section 2.2.Representations and Warranties of Seller Relating to Itself and this Agreement.

(a)Representations and Warranties.  The Seller represents and warrants to the Buyer as of each Closing Date (unless another date is specified below) that:

(i)Organization and Qualification.  The Seller is duly organized and validly existing as a limited liability company or other legal entity in good standing under the laws of its jurisdiction of organization.  The Seller is qualified as a foreign limited liability company or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals could not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.

(ii)Power, Authorization and Enforceability.  The Seller has the power and authority to execute, deliver and perform the terms of each of the Transaction Documents to which it is party and to acquire, own and sell the Receivables and the other Trust Property and has duly authorized the sale of the Receivables and other Trust Property to the Buyer by all necessary action.  The Seller has authorized the execution, delivery and performance of the terms of each of the Transaction Documents to which it is a party.  Each of the Transaction Documents to which the Seller is a party is the legal, valid and binding obligation of the Seller, enforceable against the Seller, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)No Conflicts and No Violation.  The consummation of the transactions contemplated by the Transaction Documents to which the Seller is a party and the fulfillment of the terms of the Transaction Documents to which the Seller is a party will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Seller is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Seller pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement,

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guarantee or similar agreement or instrument (other than this Agreement), (C) violate the Organizational Documents of the Seller or (D) violate any law or, to the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties, in each case which conflict, breach ,default, Lien or violation would reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under the Transaction Documents to which it is party.

(iv)No Proceedings.  To the Seller’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of any of the Transaction Documents or any of the Notes, (B) seeking to prevent the issuance of any of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under, or the validity or enforceability of, any of the Transaction Documents or any of the Notes or (D) relating to Ford Credit or the Seller that would reasonably be expected to (1) affect the treatment of the Notes as indebtedness for U.S. federal income tax, (2) be deemed to cause a taxable exchange of any of the Notes for U.S. federal income tax purposes or (3) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than such proceedings that would not reasonably be expected to have a material adverse effect upon the Seller or materially and adversely affect the performance by the Seller of is obligations under, or the validity and enforceability of, the Transaction Documents or any of the Notes, or materially and adversely affect the tax treatment of the Issuer or any of the Notes.

(v)Valid Sale.  This Agreement or the related Assignment constitutes a valid sale and assignment to the Buyer of all right, title and interest of the Seller in the Sold Receivables in connection with the Initial Accounts or the Additional Accounts, as applicable, and the Related Security and the proceeds thereof and, upon the filing of the financing statements described in Section 2.1(c) and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Buyer will have a first priority perfected ownership interest in such property, subject to Permitted Liens.  Except as otherwise provided in this Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under it has any claim to or interest in the Trust Property.

(b)Repurchase upon Breach.  The representations and warranties in Section 2.2(a) survive the sale and assignment of the Sold Receivables and Related Security to the Buyer.  Upon discovery by the Seller or the Buyer of a material breach of any of these representations and warranties, the party discovering such breach will give prompt notice to the other party.  If any breach by the Seller of a representation or warranty in Section 2.2(a) has a material adverse effect on the Sold Receivables and, in connection therewith, the Buyer is obligated (after the applicable grace period) to accept reassignment pursuant to Section 2.3(b) of the Sale and

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Servicing Agreement of all the Sold Receivables that it sold to the Issuer, then the Seller will repurchase all the Sold Receivables that it sold to the Buyer.  In such event, the Seller will make payment for the repurchase of such Sold Receivables on the Business Day immediately preceding the Payment Date on which the Buyer is required to accept reassignment of such Sold Receivables pursuant to the Sale and Servicing Agreement.

(c)Consideration for Repurchase.  In consideration for the repurchase of the Sold Assets required by Section 2.2(b), the Seller will pay to the Buyer an amount not less than the purchase price for such Sold Receivables payable by the Buyer, as specified in the Sale and Servicing Agreement.  Upon the Seller’s payment of such purchase price, the Buyer will without further action be deemed to sell and assign to the Seller, without recourse, representation or warranty, all right, title and interest of the Buyer in, to and under the Sold Assets.  In connection with any such repurchase, the Buyer will execute such documents and take such other actions as are reasonably requested by the Seller to effect the conveyance of such Sold Assets.  The obligation of the Seller to repurchase such Sold Receivables pursuant to this Section 2.2(c) constitutes the sole remedy for a breach specified in Section 2.2(b) available to the Buyer and to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.3.Representations and Warranties of Seller Relating to Sold Receivables and Accounts.

(a)Representations and Warranties.  The Seller represents and warrants to the Buyer that:

(i)As of the first Closing Date, any Addition Date or any Sale Date, as the case may be, the Sold Receivables and the Related Security sold to the Buyer on such date, are free and clear of any Lien, other than Permitted Liens, and all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by it in connection with the sale of such Sold Receivables and Related Security have been duly obtained, effected or given and are in full force and effect.

(ii)Each (A) Initial Account was an Eligible Account as of the Cutoff Date, (B) each Additional Account is an Eligible Account as of the applicable Additional Cutoff Date and (C) each Account is an Eligible Account as of each Series Cutoff Date.

(iii)As of the first Closing Date, any Addition Date or any Sale Date, as the case may be, each Sold Receivable sold to the Buyer on such date, is an Eligible Receivable or, if such Sold Receivable is not an Eligible Receivable, such Sold Receivable is being transferred in accordance with Section 2.7.

(iv)As of the first Closing Date or any Addition Date, as the case may be, no selection procedures reasonably believed by the Depositor to be adverse to the interests of the Noteholders were used in selecting such Initial Accounts or Additional Accounts, as applicable.

(v)As of the Cutoff Date, the Initial Account Schedule was true and correct in all material respects.  As of the applicable Additional Cutoff Date, the Additional

6

Account Schedule was true and correct in all material respects.  As of the applicable Redesignation Date, the Redesignated Account Schedule was true and correct in all material respects.

(b)Repurchase upon Breach.  The representations and warranties in Section 2.3(a) survive the sale and assignment of the Sold Receivables and the Related Security to the Buyer.  Upon discovery by the Seller or the Buyer of a material breach of any of the foregoing representations and warranties, the party discovering such breach will give prompt notice to the other party and the Seller will take or cause to be taken such actions as are reasonably requested by the Buyer to cure such breach.  If any breach by the Seller of a representation or warranty in Section 2.3(a) has a material adverse effect on a Sold Receivable and, in connection therewith, the Buyer is obligated (after the applicable grace period) to accept reassignment of such Sold Receivable pursuant to Section 2.4(b) of the Sale and Servicing Agreement, then the Seller will repurchase such Sold Receivable.

(c)Consideration for Repurchase.  In consideration for the repurchase of a Sold Receivable required by Section 2.3(b), the Seller will pay to the Buyer the Purchase Price for such Sold Receivable.  Upon payment of such purchase price, the Buyer will without further action be deemed to sell and assign to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in, to and under such Sold Receivable and all Related Security.  In connection with any such repurchase, the Buyer will execute such documents and take such other actions as are reasonably requested by the Seller to effect the conveyance of such Sold Receivable.  The obligation of the Seller to repurchase a Sold Receivable pursuant to Section 2.3(b) constitutes the sole remedy for a breach specified in Section 2.3(a) available to the Buyer and to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.4.Covenants of Seller.  The Seller covenants to the Buyer that:

(a)No Liens.  Except for the conveyances provided or permitted in this Agreement or the other Transaction Documents, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on, any Sold Receivable or any Related Security, and the Seller will defend the right, title and interest of the Buyer, the Issuer and the Indenture Trustee in, to and under such Sold Receivables and the Related Security against all claims of third parties claiming through or under the Seller.

(b)Floorplan Financing Agreements and Guidelines.  The Seller will comply with and perform its servicing obligations with respect to the Accounts and the Receivables in accordance with the applicable Floorplan Financing Agreements relating to the Accounts and the applicable Floorplan Financing Guidelines, except insofar as any failure to so comply or perform would not materially and adversely affect the rights of the Buyer, the Issuer or the Noteholders.  Subject to compliance with all Applicable Law, the Seller, in its capacity as Servicer, may change the terms and provisions of any of the Floorplan Financing Agreements or the Floorplan Financing Guidelines in any respect (including the calculation of the amount or the timing of charge offs and the rate of interest charged on the Receivables) only if such change would be permitted pursuant to Section 3.1(d) of the Sale and Servicing Agreement.

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(c)Certain Allocations of Collections.  If the Seller is unable for any reason to sell Receivables to the Buyer under this Agreement, then the Seller agrees that, after the occurrence of such event and subject to Applicable Law and any related Floorplan Financing Agreement, it (or the Servicer on its behalf) will allocate Collections in respect of each Account between the Receivables that were sold to the Buyer hereunder and those that were not so sold to the Buyer as follows:

(i)Principal Collections will be allocated to the Receivable that relates to the Vehicle whose sale or lease generated such Collections; and

(ii)Interest Collections will be allocated to the Buyer on the basis of the ratio of the principal amount of the Receivables in such Account owned by the Buyer on the date of determination to the total principal amount of Receivables in such Account on such date.

(d)Delivery of Collections.  If the Seller or any of its Affiliates receives payments in respect of the Sold Receivables, the Seller will pay or cause to be paid to the Servicer all such payments no later than two Business Days after receipt and application to the Sold Receivables.

(e)Notice of Liens.  The Seller will notify the Buyer, the Owner Trustee and the Indenture Trustee promptly after becoming aware of any Lien on any Sold Receivable, other than Permitted Liens.

(f)Compliance with Law.  The Seller will comply in all material respects with Applicable Law.

Section 2.5.Designation of Additional Accounts.

(a)Offer to Designate.  The Seller may from time to time, at its sole discretion, offer to designate additional Eligible Accounts as Accounts to the Buyer, subject to the conditions specified in Section 2.5(b).  If any such offer is accepted by the Buyer, the Sold Receivables and the Related Security originated in such Additional Accounts will be sold to the Buyer on the Addition Date specified in the related Addition Notice.

(b)Conditions.  The Seller is permitted to sell to the Buyer the Sold Receivables and all Related Security in any Additional Accounts designated pursuant to Section 2.5(a) only upon satisfaction of each of the following conditions on or before the related Addition Date:

(i)the Seller has delivered to the Buyer an Addition Notice not less than two Business Days and not more than 30 days before the related Addition Date;

(ii)the Seller has delivered to the Buyer an Assignment, and the Additional Account Schedule in accordance with Section 2.1(e);

(iii)the Seller has delivered to the Servicer all Collections on such Additional Accounts relating to the time period on or after the Additional Cutoff Date;

(iv)the Seller has represented and warranted to the Buyer that:

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(A)as of the date of the Addition Notice and the Addition Date, the Seller is not insolvent nor will be made insolvent by such sale and it is not aware of any events or circumstances that could reasonably be expected to lead to its insolvency; and

(B)the addition of the Sold Receivables originated in such Additional Accounts will not, in the reasonable belief of the Seller, cause an Amortization Event to occur;

(v)the Seller has delivered to the Buyer an Opinion of Counsel with respect to the Sold Receivables originated in the Additional Accounts substantially in the form of Exhibit C; and

(vi)the Seller has delivered to the Buyer an Officer’s Certificate stating that the conditions set forth in clauses (i) through (v) above have been satisfied.

(c)Repurchase Upon Breach.  By the delivery of an Assignment for the designation of Additional Accounts pursuant to this Section 2.5, the Seller will be deemed to make the representations and warranties in Section 2.5(b)(iv).  These representations and warranties survive the sale and assignment of the Sold Receivables and the Related Security to the Buyer.  Upon discovery by the Seller or the Buyer of a material breach of any  representation or warranty, the party discovering such breach will give prompt notice to the other party.  If any breach by the Seller of a representation or warranty in Section 2.5(b)(iv) has a material adverse effect on a Sold Receivable and, in connection therewith, the Buyer is obligated (after the applicable grace period) to accept reassignment of such Sold Receivable pursuant to Section 2.6(d) of the Sale and Servicing Agreement, then the Seller will repurchase such Sold Receivable.

(d)Consideration for Repurchase.  In consideration for the repurchase of a Sold Receivable required by Section 2.5(c), the Seller will pay to the Buyer the Purchase Price for such Sold Receivable.  Upon payment of such purchase price, the Buyer will without further action be deemed to sell and assign to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in, to and under such Sold Receivable and all Related Security.  In connection with any such repurchase, the Buyer will execute such documents and take such other actions as are reasonably requested by the Seller to effect the conveyance of such Sold Receivable.  The obligation of the Seller to repurchase a Sold Receivable pursuant to Section 2.5(c) constitutes the sole remedy for a breach specified in Section 2.5(b) available to the Buyer and to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.6.Redesignation of Accounts.

(a)On each date on which Accounts, including any amounts then held by the Issuer or thereafter received by the Issuer with respect to such Accounts, are redesignated pursuant to Section 2.7 or 2.8 of the Sale and Servicing Agreement, the Buyer will be deemed to offer to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to

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redesignate and thereby remove Accounts from the operation of this Agreement pursuant this Section 2.6.

(b)Any acceptance of such offer to redesignate Accounts as provided in Section 2.6(a) is subject to the satisfaction of the following conditions:

(i)the Seller (or the Servicer on its behalf) has delivered to the Buyer a Redesignation Notice not less than two Business Days and not more than 30 days before the applicable Redesignation Date; and

(ii)the Seller (or the Servicer on its behalf) has delivered to the Buyer the applicable Redesignated Account Schedule.

On the Redesignation Date with respect to any such Redesignated Account, all the related Sold Receivables and Related Security will be deemed sold and assigned to the Seller without recourse, representation or warranty.  The consideration for such removal will be an amount equal to the principal amount of such Sold Receivables, or such other amount as may be mutually agreed to by the Buyer and the Seller that reflects fair market value for such Sold Receivables.  After such Redesignation Date and upon the request of the Seller, the Buyer will deliver to the Seller a Reassignment; provided, however, that with respect to the redesignation of a Performance Impaired Ineligible Account, a Reassignment will not be necessary and the Seller (or the Servicer on its behalf) will, from and after the applicable Redesignation Date, cease to sell to the Buyer any and all Sold Receivables originated in such Redesignated Account and the Sold Receivables that were sold to the Buyer before such Redesignation Date will not be removed from the Buyer.  All Collections that relate to time periods on or after the applicable Redesignation Date in respect of a Performance Impaired Ineligible Account will be allocated between those Sold Receivables that remain sold to the Buyer and those Receivables originated in such Performance Impaired Ineligible Account on or after such Redesignation Date in the manner provided in Section 2.4(c).

Section 2.7.Sale of Ineligible Receivables.  The Seller may, at its sole option, sell to the Buyer on each Sale Date all or any portion of the Ineligible Receivables originated in any Account; provided, however,  that the Seller will not transfer to the Buyer any Ineligible Receivables that are ineligible due to a failure to satisfy the condition specified in clause (a)(ii) of the definition of “Eligible Receivable”; and provided, further, that (i) on the applicable Sale Date, such Account is an Eligible Account and (ii) the Seller indicates in its computer files that related Ineligible Receivables were sold to Buyer on the related Sale Date.

Section 2.8.Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements.  Prepayments made by a Dealer to the Seller under a Cash Management Agreement will be treated as Principal Collections and, in accordance with the Floorplan Financing Guidelines, the aggregate principal amount of Receivables in the related Account will decrease by the amount of such prepayment.  Conversely, any advances to such Dealer made by the Seller under a Cash Management Agreement will be treated as a supplemental advance to such Dealer and, in accordance with the Floorplan Financing Guidelines, the aggregate principal amount of Receivables in the related Account will increase by the amount of such supplemental advance.

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ARTICLE III
ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 3.1.Acceptance of Appointment and Other Matters Relating to Servicer.

(a)The Seller agrees to act as the Servicer under this Agreement and the Sale and Servicing Agreement, and the Buyer consents to the Seller acting as the Servicer.  The Seller will have responsibility for servicing, managing and making collections on the Receivables and will have the authority to make any management decisions relating to such Receivables, to the extent such authority is granted to the Servicer under this Agreement and the Sale and Servicing Agreement.

(b)The Servicer will service and administer the Receivables in accordance with the provisions of the Sale and Servicing Agreement, the Indenture and Indenture Supplements.

Section 3.2.Servicing Compensation.  As compensation for its servicing activities under this Agreement and under the Sale and Servicing Agreement, the Servicer is entitled to receive the Servicing Fee on each Payment Date.  The Servicing Fee will be paid in accordance with the terms of the Sale and Servicing Agreement, the Indenture and Indenture Supplements.

ARTICLE IV
OTHER MATTERS RELATING TO SELLER

Section 4.1.Liability of Seller.

(a)The Seller will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Seller under this Agreement.  All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Seller and the issuance of the Notes.  Notwithstanding the foregoing, this Section 4.1 will not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.

(b)The Seller and any officer, director, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party in respect of any matters arising out of this Agreement.

(c)The Seller will be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement and that, in its opinion, may cause it to incur any expense or liability.

Section 4.2.Merger or Consolidation of, or Assumption, of Obligations of Seller.  Any Person (a) into which the Seller is merged or consolidated, (b) resulting from any merger or consolidation to which the Seller is a party or (c) succeeding to the business of the Seller, if more than 50% of the voting stock or voting power and 50% or more of the economic equity of such Person is owned, directly or indirectly, by Ford, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 4.2.  Within 15 Business Days after any such merger,

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consolidation or succession such Person will (i) execute an agreement of assumption to perform every obligation of the Seller under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, consolidation or succession and such agreement of assumption comply with this Section 4.2, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Sold Assets and the Indenture Trustee in the Collateral will be perfected, or (B) no such action is necessary to preserve and protect such security interest, and (iv) provide notice of such merger, consolidation or succession to the Rating Agencies for each Series.

Section 4.3.Seller Indemnification of Buyer.  The Seller will indemnify and hold harmless the Buyer from and against any and all loss, liability, expense, claim, damage or injury suffered or sustained by the Buyer by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Seller in the performance of its duties under this Agreement or arising out of or based on the arrangement created by this Agreement and the activities of the Seller taken pursuant hereto; provided, however, that the Seller is not required to indemnify the Buyer for any loss, liability, expense, claim, damage or injury of the Buyer resulting from acts, omissions or alleged acts or omissions that constitute willful misconduct, bad faith or gross negligence by the Buyer; and, provided, further, that the Seller is not required to indemnify the Buyer for any loss, liability, expense, claim, damage or injury with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect to any of the foregoing) required to be paid by the Buyer in connection with this Agreement to any taxing authority.  Any indemnification under this Article IV survives the termination of this Agreement.

ARTICLE V
TERMINATION; INSOLVENCY

Section 5.1.Termination of Agreement; Insolvency Event.  This Agreement will terminate immediately after the legal existence of the Issuer terminates pursuant to the Trust Agreement.  In addition, the Buyer will immediately cease purchasing Receivables and the Seller will immediately cease selling Receivables and will designate no Additional Accounts following the occurrence of an Insolvency Event with respect to the Seller.  The Seller will give prompt notice to each of the Buyer, the Owner Trustee and the Indenture Trustee immediately following the occurrence of an Insolvency Event.  Notwithstanding any cessation of the sale of Receivables to the Buyer following an Insolvency Event, Receivables sold to the Buyer before the occurrence of an Insolvency Event and Collections in respect of such Receivables will continue to be property of the Buyer and will be sold by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement.

ARTICLE VI
INTERCREDITOR PROVISIONS

Section 6.1.Nonfloorplan Agreements Between Seller and Dealer.

(a)With respect to a Dealer that is the obligor under Sold Receivables, the Seller may be or become a lender to such Dealer under an agreement or arrangement other than a Floorplan

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Financing Agreement pursuant to which the Seller has been granted a Lien in the same Vehicle in which the Floorplan Financing Agreement for such Dealer creates a Lien.

(b)The Seller agrees that with respect to each Sold Receivable of each such Dealer (i) the Lien in any Vehicle granted to the Seller pursuant to any agreement or arrangement other than a Floorplan Financing Agreement is junior and subordinate to the Lien created in such Vehicle by the related Floorplan Financing Agreement, (ii) the Seller has no legal right to realize upon such Vehicle or exercise its rights under such agreement or arrangement in any manner that is materially adverse to the Buyer, the Issuer or the Noteholders in respect of such Vehicle until all required payments in respect of such Sold Receivable under the Floorplan Financing Agreement have been paid and (iii) in realizing upon such Vehicle, neither the Buyer nor the Issuer will have any obligation to protect or preserve the rights of the Seller in such Vehicle.

(c)The Buyer agrees that with respect to each Sold Receivable of each such Dealer (i) the Lien in collateral other than the related Vehicle created by the Floorplan Financing Agreement and assigned to the Buyer is junior and subordinate to the Lien in such non-Vehicle collateral created by any agreement or arrangement other than a Floorplan Financing Agreement, (ii) the Buyer has no legal right to realize upon such non-Vehicle collateral or exercise its rights under the Floorplan Financing Agreement in any manner that is materially adverse to the Seller until all required payments in respect of the obligation created or secured by such agreement or arrangement have been made and (iii) in realizing on such non-Vehicle collateral, the Seller has no obligation to protect or preserve the rights of the Buyer or the Issuer in such non-Vehicle collateral.  The Sale and Servicing Agreement will provide that the Issuer is subject to the preceding sentence.

(d)If the Seller assigns or transfers any rights under, or any obligation evidenced or secured by, an agreement or arrangement referred to in this Article VI that is not a Floorplan Financing Agreement, the Seller will make such assignment or transfer subject to the provisions of this Article VI and require such assignee or transferee to acknowledge that it takes such assignment or transfer subject to the provisions of this Article VI and to agree that it will require the same acknowledgment from any subsequent assignee or transferee.

ARTICLE VII
MISCELLANEOUS PROVISIONS

Section 7.1.Amendment.

(a)This Agreement may be amended by the Seller and the Buyer, with prior notice by the Buyer to the Rating Agencies for each Series, but without the consent of any Noteholder:

(i)in order to cure any ambiguity, to correct or supplement any provision in this Agreement that may be inconsistent with any other provision in this Agreement, or to add provisions which are not inconsistent with the other provisions of this Agreement, if the Buyer delivers to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect; or

(ii)for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the

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rights of the Noteholders if: (A) the Buyer delivers to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect, and (B) the Rating Agency Condition has been satisfied with respect to such amendment.

(b)This Agreement may also be amended by the Seller and the Buyer with prior notice by the Buyer to the Rating Agencies for each Series, and with the consent of Noteholders of at least a majority of the Note Balance of the Outstanding Notes of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment, without the consent of the Noteholder of each Outstanding Note adversely affected by such amendment, will:

(i)reduce in any manner the amount of or delay the timing of any payments (changes in Amortization Events that decrease the likelihood of the occurrence of such events will not be considered delays in the timing of payments for purposes of this clause) to be made to Noteholders or deposits of amounts to be so paid;

(ii)change the definition of or the manner of calculating the interest of any Noteholders in the Trust Property; or

(iii)reduce the percentage of the Note Balance of the Outstanding Notes required to consent to any such amendment.

(c)Promptly after the execution of any amendment pursuant to Section 7.1(a), the Seller will furnish notification of the substance of such amendment to each Noteholder.

(d)If the consent of the Noteholders to any proposed amendments is required, it is not necessary that they approve the particular form of such amendment, but only that they approve the substance of such amendment.

Section 7.2.Protection of Right, Title and Interest to Receivables.

(a)The Seller will cause this Agreement, all amendments to this Agreement and all financing statements and continuation statements and any other necessary documents covering the Buyer’s right, title and interest to the Receivables and Related Security to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Buyer under this Agreement.  The Seller will deliver to the Buyer file-stamped copies or other evidence of any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.  The Buyer will cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 7.2(a).

(b)Within 30 days after the Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 2.1(c) or 7.2(a) seriously misleading within the meaning of Section 9-506 of the UCC, the Seller will give the Buyer notice of any such change and file such financing

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statements or amendments as may be necessary to continue the perfection of the Buyer’s security interest in the Receivables and the proceeds thereof.

(c)The Seller will give the Buyer prompt notice of any relocation of any office at which it keeps records concerning the Sold Receivables or of its jurisdiction of organization and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer’s security interest in the Sold Receivables.  The Seller will at all times maintain its jurisdiction of organization within the United States of America.

(d)The Seller will deliver to the Buyer (i) upon the execution and delivery of each amendment to this Agreement, an Opinion of Counsel substantially in the form of Exhibit B; and (ii) on each Addition Date on which any Additional Accounts are to be designated to the Buyer pursuant to Section 2.5, an Opinion of Counsel substantially in the form of Exhibit C.

Section 7.3.Limited Recourse.  Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Buyer under this Agreement will not be recourse to the Buyer (or any person or organization acting on behalf of the Buyer or any Affiliate, officer or director of the Buyer), other than to (a) the amount by which the Net Adjusted Pool Balance on any date of determination exceeds the Required Pool Balance and (b) any other assets of the Buyer not pledged to third parties or otherwise encumbered in a manner permitted by the Buyer’s organizational documents; provided, however, that any payment by the Buyer made in accordance with this Section 7.3 will be made only after payment in full of any amounts that the Seller is obligated to deposit into the Collection Account pursuant to this Agreement; and, provided, further, that the Noteholders will be entitled to the benefits of the subordination of the Depositor Interest to the extent provided in the Indenture Supplements.

Section 7.4.Notices.

(a)All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made:

(i)upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

(ii)in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)in the case of an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

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Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreement or at such other address as any party may designate by notice to the other parties.

(b)Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 7.5.Third-Party Beneficiaries.  This Agreement will inure to the benefit of and be binding upon the parties to this Agreement, the Indenture Trustee, the Noteholders and their respective successors and permitted assigns.  Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 7.6.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 7.7.Submission to Jurisdiction.  The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement.  The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 7.8.WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 7.9.Severability.  If any of the covenants, agreements, provisions or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.

Section 7.10.Counterparts.  This Agreement may be executed in any number of counterparts.  Each counterpart will be an original, but all counterparts will together constitute one and the same instrument.

Section 7.11.Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

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Section 7.12.No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Buyer, any right, remedy, power or privilege under this Agreement will operate as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.13.No Petition.  The Seller covenants and agrees that it will not at any time institute against the Buyer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law.

Section 7.14.Further Assurances.  The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Buyer in order to effect more fully the purposes of this Agreement, including the authorization of any financing statements or continuation statements relating to the Sold Receivables for filing under the UCC.

Section 7.15.Assignment.  Notwithstanding anything to the contrary contained in this Agreement, this Agreement may not be assigned by the Seller without the prior consent of the Buyer and the Indenture Trustee.  The Buyer may assign its rights, remedies, powers and privileges under this Agreement to the Issuer pursuant to the Sale and Servicing Agreement and the Issuer may pledge its assigned rights, remedies, powers and privileges under this Agreement to the Indenture Trustee pursuant to the Indenture.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,
as Seller
By:	/s/ Scott D. Krohn
	Name:	Scott D. Krohn
	Title:	Assistant Treasurer
FORD CREDIT FLOORPLAN CORPORATION,
as Buyer
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to MOTA-FCF Corp Receivables Purchase Agreement]

Schedule 1

ACCOUNT SCHEDULE

[On file with the Servicer and the Indenture Trustee]

1-1

Exhibit A

FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

(As required by Section 2.5
of Receivables Purchase Agreement)

This Assignment No.     of Receivables in Additional Accounts, dated as of            , 20   (this “Assignment”), is by and between Ford Motor Credit Company LLC, as Seller, and Ford Credit Floorplan Corporation, as Buyer, pursuant to the Receivables Purchase Agreement referred to below.

BACKGROUND

The Seller and the Buyer are parties to a Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”).

Pursuant to the Receivables Purchase Agreement, the Seller wishes to designate Additional Accounts as Accounts and to sell certain Sold Receivables originated in such Additional Accounts and the Related Security, whether now existing or hereafter created, to be further sold to the Issuer and pledged to the Indenture Trustee.

The Buyer is willing to accept such designation and sale subject to the terms and conditions of this Assignment.

The Seller and the Buyer hereby agree as follows:

1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Assignment are defined in Appendix A to the Sale and Servicing Agreement referenced in the Receivables Purchase Agreement.  Appendix A also contains rules as to usage applicable to this Assignment.  Appendix A is incorporated by reference into this Assignment.  The following terms used in this Assignment have the following meanings:

“Addition Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

“Additional Cutoff Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

“Eligible Receivable Origination Cutoff Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

2.Designation of Additional Accounts.  The Seller delivers with this Assignment an Additional Account Schedule, specifying for each such Additional Account, as of the Additional Cutoff Date, its account number and the aggregate principal amount of its Receivables.

A-1

3.Sale of Sold Receivables.  The Seller sells and assigns, without recourse (except as provided in the Receivables Purchase Agreement), to the Buyer, on the Addition Date all of its right, title and interest in, to and under the Sold Receivables originated in such Additional Accounts and all Related Security with respect to any of the foregoing owned by the Seller at the close of business on the applicable Additional Cutoff Date, and thereafter originated from time to time, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof.  The foregoing sale and assignment does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or related Sold Receivables or under any agreement or instrument relating to such Receivables, including any obligation to any Dealers or Ford.

In connection with such sale, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the related Sold Receivables now existing and hereafter created for the sale of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC) meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the related Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Buyer on or before the Addition Date.  The Buyer is under no obligation to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sale.  The parties to this Assignment intend that the sales of related Sold Receivables effected by this Assignment be sales.

In connection with such sale, the Seller further agrees, at its own expense, on or before the Addition Date, to indicate in its computer files that the Sold Receivables and the Related Security have been (a) sold or assigned, as the case may be, to the Buyer pursuant to this Assignment, (b) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (c) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties.

4.Acceptance by Buyer.  Subject to the satisfaction of the conditions set forth in Section 2.5(b) of the Receivables Purchase Agreement, the Buyer acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter originated, sold to the Buyer pursuant to Section 3 of this Assignment.  The Buyer further acknowledges that, before or simultaneously with the execution and delivery of this Assignment, the Seller delivered to the Buyer the Additional Account Schedule, described in Section 2 of this Assignment.

5.Representations and Warranties of Seller.  The Seller represents and warrants to the Buyer, on behalf of the Issuer, as of the date of this Assignment and as of the Addition Date that:

(i)Organization and Qualification.  The Seller is duly organized and validly existing as a limited liability company or other legal entity in good standing under the laws of its jurisdiction of organization.  The Seller is qualified as a foreign limited

A-2

liability company or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals could not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Assignment.

(ii)Power, Authorization and Enforceability.  The Seller has the power and authority to execute, deliver and perform the terms of this Assignment and to acquire, own and sell the Sold Receivables and the other Trust Property and has duly authorized the sale of the Receivables and other Trust Property to the Issuer by all necessary action.  The Seller has authorized the execution, delivery and performance of the terms of this Assignment.  This Assignment is the legal, valid and binding obligation of the Seller enforceable against the Seller, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)No Conflicts and No Violation.  The consummation of the transactions contemplated by this Assignment and the fulfillment of the terms of this Assignment will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Seller is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Seller pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than this Assignment and the Sale and Servicing Agreement), (C) violate the Organizational Documents of the Seller, or (D) violate any law or, to the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Assignment.

(iv)No Proceedings.  To the Seller’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Assignment, (B) seeking to prevent the consummation of any of the transactions contemplated by this Assignment, or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under, or the validity or enforceability of this Assignment, in each case, other than such proceedings that would not reasonably be expected to have a material adverse effect upon the Seller or materially and adversely affect the performance by the Seller of its obligations under, or the validity and enforceability of, this Assignment.

(v)Valid Sale.  This Assignment constitutes a valid sale and assignment to the Buyer of all right, title and interest of the Seller in, to and under the Sold Receivables

A-3

originated in the Additional Accounts and the Related Security and the proceeds thereof and, upon the filing of the financing statements described in Section 3 of this Assignment and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Buyer will have a first priority perfected ownership interest in such property, subject to Permitted Liens.  Except as otherwise provided in the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under it has any claim to or interest in the Trust Property.

7.Ratification of Agreement.  As supplemented by this Assignment, the Receivables Purchase Agreement is in all respects ratified and confirmed and the Receivables Purchase Agreement as so supplemented by this Assignment constitutes one and the same instrument.

8.Counterparts.  This Assignment may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

9.GOVERNING LAW.  THIS ASSIGNMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

A-4

EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,
	as Seller
By:
	Name:
	Title:
FORD CREDIT FLOORPLAN CORPORATION,
	as Buyer
By:
	Name:
	Title:

A-5

Exhibit B

FORM OF OPINION OF COUNSEL REGARDING AMENDMENTS

(As required by Section 7.2(d)(i)
of Receivables Purchase Agreement)

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to the Seller delivered on any Closing Date, as well as any deemed appropriate at the time of delivery.

(a)The Amendment to the Receivables Purchase Agreement, attached as Schedule 1 (the “Amendment”), has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)All conditions precedent in Section 7.1 of the Receivables Purchase Agreement to the entry into the Amendment have been satisfied.

(c)The Amendment will not adversely affect in any material respect the interests of the Noteholders.  [Include this clause (c) only in the case of amendments effected pursuant to Section 7.1(a)(ii) of the Receivables Purchase Agreement.]

B-1

Exhibit C

FORM OF OPINION OF COUNSEL REGARDING ADDITIONAL ACCOUNTS

(Provisions to be included in Opinion of Counsel to be
delivered pursuant to Section 7.2(d)(ii) of Receivables Purchase Agreement)*

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to the Seller delivered on any Closing Date, as well as any others deemed appropriate at the time of delivery.

(a)The Assignment has been duly authorized, executed and delivered by the Seller, and constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)Assuming the Sold Receivables in the Additional Accounts are created under, and are evidenced solely by, either Floorplan Financing Agreements or Sales and Service Agreements, such Receivables will constitute “general intangibles,” “payment intangibles,” “accounts” or “tangible chattel paper,” as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

(c)Assuming the Sold Receivables in the Additional Accounts are created under, and are evidenced solely by, the Sale and Assignment Agreement between Ford and the Seller, such Sold Receivables will constitute “general intangibles,” “payment intangibles,” “accounts” or “tangible chattel paper,” each as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

(d)With respect to Sold Receivables in the Additional Accounts in existence on the date of the Assignment and with respect to Sold Receivables in the Additional Accounts originated after the date of the Assignment, upon the creation of such Sold Receivables and the subsequent sale of such Sold Receivables to the Buyer free and clear of any Liens in accordance with the Receivables Purchase Agreement and receipt by the Seller of the consideration therefor required pursuant to the Receivables Purchase Agreement, a bankruptcy court having jurisdiction over the Seller (i) would not be entitled to compel the turnover of such Sold Receivables or the proceeds thereof to the Seller under Section 542 of the Bankruptcy Code and (ii) would not be entitled to treat such Sold Receivables or the proceeds thereof as assets included in the estate of the Seller pursuant to Section 541 of the Bankruptcy Code or subject to the automatic stay provision of Section 362(a) of the Bankruptcy Code.

*Include references to Additional Accounts only in the case of the designation of Additional Accounts pursuant to Section 2.5 of the Receivables Purchase Agreement.

C-1

Exhibit D

FORM OF REASSIGNMENT OF RECEIVABLES IN REDESIGNATED ACCOUNTS

(Pursuant to Section 2.7
of Receivables Purchase Agreement)

This Reassignment No.     of Receivables in Redesignated Accounts, dated as of            , 20  , (this “Reassignment”) is between Ford Motor Credit Company LLC, as Seller and Ford Credit Floorplan Corporation, as Buyer, pursuant to the Receivables Purchase Agreement referred to below.

BACKGROUND

The Seller and the Buyer are parties to a Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”).

Pursuant to the Receivables Purchase Agreement, the Buyer has offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to redesignate and thereby remove Accounts from the operation of the Receivables Purchase Agreement in the manner prescribed in Section 2.7 thereof.

The Seller is willing to accept such redesignation and to accept reconveyance of all such Sold Receivables, Related Security and any related amounts held or received in respect of such Accounts subject to the terms and conditions of this Reassignment.

The parties agree as follows:

1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Assignment are defined in Appendix A to the Sale and Servicing Agreement referenced in the Receivables Purchase Agreement.  Appendix A also contains rules as to usage applicable to this Reassignment.  Appendix A is incorporated by reference into this Assignment.  The following terms used in this Reassignment have the following meanings:

“Redesignation Date” means, with respect to the Redesignated Accounts redesignated by this Reassignment,           , 20  .

2.Notice of Redesignated Accounts.  With respect to any Redesignated Accounts, the Seller (or the Servicer on its behalf) has delivered to the Buyer the Redesignation Notice as provided in Section 2.6(b)(i) of the Receivables Purchase Agreement.

3.Redesignated Accounts.  The Seller delivers with this Reassignment the Redesignated Account Schedule specifying for each such Redesignated Account, as of the Redesignation Date, its account number and the aggregate principal amount of the Receivables of such Account.

D-1

4.Conveyance of Sold Receivables.  The Buyer sells and assigns to the Seller, without recourse, representation or warranty on and after the Redesignation Date, all of its right, title and interest in, to and under all Sold Receivables now existing at the close of business on the Redesignation Date or thereafter originated from time to time in the Redesignated Accounts redesignated by this Reassignment, all Related Security with respect to any of the foregoing, all monies due or to become due and all amounts received with respect to any of the foregoing, and all proceeds (as defined in Section 9-315 of the UCC) and Recoveries thereof.

If requested by the Seller, in connection with such sale, the Buyer agrees to execute and deliver to the Seller on or before the date of this Reassignment, a termination statement with respect to the Sold Receivables existing at the close of business on the Redesignation Date and thereafter originated from time to time and Related Security thereof in the Redesignated Accounts reassigned by this Reassignment (which may be a single termination statement with respect to all such Sold Receivables and Related Security) evidencing the release by the Buyer of its Lien on the Sold Receivables in the Redesignated Accounts and the Related Security, and meeting the requirements of Applicable Law, in such manner and such jurisdictions as are necessary to remove such Lien.

5.Acceptance by Buyer.  The Buyer acknowledges that, before or simultaneously with the execution and delivery of this Reassignment, the Seller delivered to the Buyer the updated Redesignated Account Schedule described in Section 3 of this Reassignment.

6.Legal, Valid and Binding Obligation.  The Seller represents and warrants to the Buyer as of the date of this Reassignment and as of the Redesignation Date that this Reassignment constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

7.Ratification of Agreement.  As supplemented by this Reassignment, the Receivables Purchase Agreement is in all respects ratified and confirmed and the Receivables Purchase Agreement, as so supplemented by this Reassignment, constitutes one and the same instrument.

8.Counterparts.  This Reassignment may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

9.GOVERNING LAW.  THIS REASSIGNMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

D-2

EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,
	as Seller
By:
	Name:
	Title:
FORD CREDIT FLOORPLAN CORPORATION,
	as Buyer
By:
	Name:
	Title:

D-3

EX-10.3

EXHIBIT 10.3

EXECUTION VERSION

FOURTH AMENDED AND RESTATED
RECEIVABLES PURCHASE AGREEMENT

between

FORD MOTOR CREDIT COMPANY LLC,
as Seller

and

FORD CREDIT FLOORPLAN LLC,
as Buyer

Dated as of August 1, 2001,
as amended and restated as of December 1, 2010

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Amendment and Restatement	1
ARTICLE II SALE OF RECEIVABLES		2
Section 2.1.	Sale of Receivables	2
Section 2.2.	Representations and Warranties of Seller Relating to Itself and this Agreement	4
Section 2.3.	Representations and Warranties of Seller Relating to Sold Receivables and Accounts	6
Section 2.4.	Covenants of Seller	7
Section 2.5.	Designation of Additional Accounts	8
Section 2.6.	Redesignation of Accounts	9
Section 2.7.	Sale of Ineligible Receivables	10
Section 2.8.	Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements	10
ARTICLE III ADMINISTRATION AND SERVICING OF RECEIVABLES		11
Section 3.1.	Acceptance of Appointment and Other Matters Relating to Servicer	11
Section 3.2.	Servicing Compensation	11
ARTICLE IV OTHER MATTERS RELATING TO SELLER		11
Section 4.1.	Liability of Seller	11
Section 4.2.	Merger or Consolidation of, or Assumption, of Obligations of Seller	11
Section 4.3.	Seller Indemnification of Buyer	12
ARTICLE V TERMINATION; INSOLVENCY		12
Section 5.1.	Termination of Agreement; Insolvency Event	12
ARTICLE VI INTERCREDITOR PROVISIONS		12
Section 6.1.	Nonfloorplan Agreements Between Seller and Dealer	12
ARTICLE VII MISCELLANEOUS PROVISIONS		13
Section 7.1.	Amendment	13
Section 7.2.	Protection of Right, Title and Interest to Receivables	14
Section 7.3.	Limited Recourse	15
Section 7.4.	Notices	15
Section 7.5.	Third-Party Beneficiaries	16
Section 7.6.	GOVERNING LAW	16
Section 7.7.	Submission to Jurisdiction	16
Section 7.8.	WAIVER OF JURY TRIAL	16
Section 7.9.	Severability	16
Section 7.10.	Counterparts	16
Section 7.11.	Headings	16
Section 7.12.	No Waiver; Cumulative Remedies	17
Section 7.13.	No Petition	17

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Section 7.14.	Further Assurances	17
Section 7.15.	Assignment	17

Schedule 1	Account Schedule	1-1
Exhibit A	Form of Assignment of Receivables in Additional Accounts	A-1
Exhibit B	Form of Opinion of Counsel Regarding Amendments	B-1
Exhibit C	Form of Opinion of Counsel Regarding Additional Accounts	C-1
Exhibit D	Form of Reassignment of Receivables in Redesignated Accounts	D-1

FOURTH AMENDED AND RESTATED RECEIVABLES PURCHASE AGREEMENT, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (this “Agreement”), by and between FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Seller, and FORD CREDIT FLOORPLAN LLC, a Delaware corporation (“FCF LLC”), as Buyer.

BACKGROUND

The parties to this Agreement intend to amend and restate the Receivables Purchase Agreement, dated as of August 1, 2001, as previously amended and restated as of December 19, 2002, September 1, 2005 and May 1, 2008, by and between the parties, on the terms and conditions contained in this Agreement.

The Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, certain Receivables originated in the Accounts.

Pursuant to the Sale and Servicing Agreement, the Buyer has agreed to sell to the Issuer all such Receivables purchased by the Buyer under this Agreement.

Pursuant to a sale and servicing agreement among FCF Corp, the Issuer and the Servicer, FCF Corp has also agreed to sell to the Issuer all the receivables that have been purchased by FCF Corp under a separate receivables purchase agreement between it and the Seller, and such receivables will also secure the Notes to be issued by the Issuer.

Pursuant to the Indenture and the Indenture Supplements, the Issuer will issue from time to time Notes secured by the Receivables.

The parties hereto agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among FCF LLC, as Depositor, the Issuer and Ford Motor Credit Company LLC, as Servicer.  Appendix A also contains rules as to usage applicable to this Agreement.  Appendix A is incorporated by reference into this Agreement.

Section 1.2.Amendment and Restatement.  This Agreement amends and restates in full the Third Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of May 1, 2008, between the parties with effect as of the date of this Agreement, and it is confirmed by the parties that (a) all prior actions made pursuant to such Third Amended and Restated Receivables Purchase Agreement are effective as if made under this Agreement on the date made, and (b) no provision of this Agreement is intended to result in the duplication of any such prior action of any party.  Notwithstanding the foregoing, to the extent that any amendment to the Third Amended and Restated Receivables Purchase Agreement, as set out in this Agreement, would reasonably be expected to have an Adverse

Effect on the Noteholders of a Series issued before the date of this Agreement or would not otherwise be permitted, as determined by a court of competent jurisdiction, then such amendment will not be effective as against such Noteholders and the corresponding provision of the Third Amended and Restated Receivables Purchase Agreement, will continue to govern as it relates to such Noteholders and such Series.

ARTICLE II
SALE OF RECEIVABLES

Section 2.1.Sale of Receivables.

(a)The Seller sells and assigns, without recourse (except as provided in this Agreement), to the Buyer the following property on and as of the dates specified below:

(i)on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the Cutoff Date and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof;

(ii)on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Seller at the close of business on the applicable Additional Cutoff Date, and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and

(iii)on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivable owned by the Seller at the close of business on the applicable Sale Date and not previously sold to the Buyer pursuant to this Agreement and (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof.

(b)The foregoing sales, and any subsequent sales, do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford.  The foregoing sales are not sales of the Accounts but rather are sales of the Sold Receivables originated in the Accounts.

(c)In connection with the foregoing sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the Seller, for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such

2

manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts.  The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales.

(d)The Seller and the Buyer intend that all transfers of Sold Receivables under this Agreement constitute sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan.  However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have Granted, and Grants, to the Buyer a security interest in each Sold Receivable and the Related Security, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement.

(e)On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Seller will, at its own expense:

(i)indicate in its computer files that the Sold Receivables and the Related Security have been (A) sold and assigned to the Buyer pursuant to this Agreement, (B) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements;

(ii)in the case of the Initial Accounts, deliver to the Buyer the Initial Account Schedule; and

(iii)in the case of Additional Accounts, deliver to the Buyer an Additional Account Schedule.

(f)The Account Schedule, as amended, supplemented or otherwise modified from time to time, will be marked as Schedule 1 to this Agreement and is incorporated into and made a part of this Agreement.

(g)The purchase price for the Sold Receivables sold pursuant to this Agreement will be equal to the principal amount of the Sold Receivables, or such other price as may be agreed to by the Buyer and the Seller at the time of acquisition by the Buyer.  The purchase price will not be materially less favorable than prices for transactions of a generally similar character at the time of the acquisition, taking into account the quality of such Sold Receivables the Seller’s cost of originating such Sold Receivables and a reasonable return on such costs, and other pertinent factors; provided that such consideration will in no event be less than reasonably equivalent value therefor.  The Depositor and the Buyer each represents and warrants to the other that the

3

amount of cash paid by the Depositor on any Sale Date, together with the increase in the value in the Buyer’s capital in the Depositor, is equal to the fair market value of the Sold Receivables sold on such Sale Date.

(h)Notwithstanding anything in this Agreement or in the other Transaction Documents to the contrary, in originating the Receivables, the Seller acts solely in its individual capacity and not in the capacity of agent or nominee of the Issuer.  Furthermore, in connection with all sales of Sold Receivables by the Seller to the Buyer under this Agreement, the Seller is under no obligation, and does not intend, to inform the related Dealers of such sales by the Seller to the Buyer or of the transfer thereof by the Buyer to the Issuer under the Sale and Servicing Agreement or of the pledge thereof by the Issuer to the Indenture Trustee under the Indenture.

Section 2.2.Representations and Warranties of Seller Relating to Itself and this Agreement.

(a)Representations and Warranties.  The Seller represents and warrants to the Buyer as of each Closing Date (unless another date is specified below) that:

(i)Organization and Qualification.  The Seller is duly organized and validly existing as a limited liability company or other legal entity in good standing under the laws of its jurisdiction of organization.  The Seller is qualified as a foreign limited liability company or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals could not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.

(ii)Power, Authorization and Enforceability.  The Seller has the power and authority to execute, deliver and perform the terms of each of the Transaction Documents to which it is party and to acquire, own and sell the Receivables and the other Trust Property and has duly authorized the sale of the Receivables and other Trust Property to the Buyer by all necessary action.  The Seller has authorized the execution, delivery and performance of the terms of each of the Transaction Documents to which it is a party.  Each of the Transaction Documents to which the Seller is a party is the legal, valid and binding obligation of the Seller, enforceable against the Seller, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)No Conflicts and No Violation.  The consummation of the transactions contemplated by the Transaction Documents to which the Seller is a party and the fulfillment of the terms of the Transaction Documents to which the Seller is a party will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Seller is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Seller pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement,

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guarantee or similar agreement or instrument (other than this Agreement), (C) violate the Organizational Documents of the Seller or (D) violate any law or, to the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties, in each case which conflict, breach ,default, Lien or violation would reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under the Transaction Documents to which it is party.

(iv)No Proceedings.  To the Seller’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of any of the Transaction Documents or any of the Notes, (B) seeking to prevent the issuance of any of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under, or the validity or enforceability of, any of the Transaction Documents or any of the Notes or (D) relating to Ford Credit or the Seller that would reasonably be expected to (1) affect the treatment of the Notes as indebtedness for U.S. federal income tax, (2) be deemed to cause a taxable exchange of any of the Notes for U.S. federal income tax purposes or (3) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than such proceedings that would not reasonably be expected to have a material adverse effect upon the Seller or materially and adversely affect the performance by the Seller of is obligations under, or the validity and enforceability of, the Transaction Documents or any of the Notes, or materially and adversely affect the tax treatment of the Issuer or any of the Notes.

(v)Valid Sale.  This Agreement or the related Assignment constitutes a valid sale and assignment to the Buyer of all right, title and interest of the Seller in the Sold Receivables in connection with the Initial Accounts or the Additional Accounts, as applicable, and the Related Security and the proceeds thereof and, upon the filing of the financing statements described in Section 2.1(c) and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Buyer will have a first priority perfected ownership interest in such property, subject to Permitted Liens.  Except as otherwise provided in this Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under it has any claim to or interest in the Trust Property.

(b)Repurchase upon Breach.  The representations and warranties in Section 2.2(a) survive the sale and assignment of the Sold Receivables and Related Security to the Buyer.  Upon discovery by the Seller or the Buyer of a material breach of any of these representations and warranties, the party discovering such breach will give prompt notice to the other party.  If any breach by the Seller of a representation or warranty in Section 2.2(a) has a material adverse effect on the Sold Receivables and, in connection therewith, the Buyer is obligated (after the applicable grace period) to accept reassignment pursuant to Section 2.3(b) of the Sale and

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Servicing Agreement of all the Sold Receivables that it sold to the Issuer, then the Seller will repurchase all the Sold Receivables that it sold to the Buyer.  In such event, the Seller will make payment for the repurchase of such Sold Receivables on the Business Day immediately preceding the Payment Date on which the Buyer is required to accept reassignment of such Sold Receivables pursuant to the Sale and Servicing Agreement.

(c)Consideration for Repurchase.  In consideration for the repurchase of the Sold Assets required by Section 2.2(b), the Seller will pay to the Buyer an amount not less than the purchase price for such Sold Receivables payable by the Buyer, as specified in the Sale and Servicing Agreement.  Upon the Seller’s payment of such purchase price, the Buyer will without further action be deemed to sell and assign to the Seller, without recourse, representation or warranty, all right, title and interest of the Buyer in, to and under the Sold Assets.  In connection with any such repurchase, the Buyer will execute such documents and take such other actions as are reasonably requested by the Seller to effect the conveyance of such Sold Assets.  The obligation of the Seller to repurchase such Sold Receivables pursuant to this Section 2.2(c) constitutes the sole remedy for a breach specified in Section 2.2(b) available to the Buyer and to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.3.Representations and Warranties of Seller Relating to Sold Receivables and Accounts.

(a)Representations and Warranties.  The Seller represents and warrants to the Buyer that:

(i)As of the first Closing Date, any Addition Date or any Sale Date, as the case may be, the Sold Receivables and the Related Security sold to the Buyer on such date, are free and clear of any Lien, other than Permitted Liens, and all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by it in connection with the sale of such Sold Receivables and Related Security have been duly obtained, effected or given and are in full force and effect.

(ii)Each (A) Initial Account was an Eligible Account as of the Cutoff Date, (B) each Additional Account is an Eligible Account as of the applicable Additional Cutoff Date and (C) each Account is an Eligible Account as of each Series Cutoff Date.

(iii)As of the first Closing Date, any Addition Date or any Sale Date, as the case may be, each Sold Receivable sold to the Buyer on such date, is an Eligible Receivable or, if such Sold Receivable is not an Eligible Receivable, such Sold Receivable is being transferred in accordance with Section 2.7.

(iv)As of the first Closing Date or any Addition Date, as the case may be, no selection procedures reasonably believed by the Depositor to be adverse to the interests of the Noteholders were used in selecting such Initial Accounts or Additional Accounts, as applicable.

(v)As of the Cutoff Date, the Initial Account Schedule was true and correct in all material respects.  As of the applicable Additional Cutoff Date, the Additional

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Account Schedule was true and correct in all material respects.  As of the applicable Redesignation Date, the Redesignated Account Schedule was true and correct in all material respects.

(b)Repurchase upon Breach.  The representations and warranties in Section 2.3(a) survive the sale and assignment of the Sold Receivables and the Related Security to the Buyer.  Upon discovery by the Seller or the Buyer of a material breach of any of the foregoing representations and warranties, the party discovering such breach will give prompt notice to the other party and the Seller will take or cause to be taken such actions as are reasonably requested by the Buyer to cure such breach.  If any breach by the Seller of a representation or warranty in Section 2.3(a) has a material adverse effect on a Sold Receivable and, in connection therewith, the Buyer is obligated (after the applicable grace period) to accept reassignment of such Sold Receivable pursuant to Section 2.4(b) of the Sale and Servicing Agreement, then the Seller will repurchase such Sold Receivable.

(c)Consideration for Repurchase.  In consideration for the repurchase of a Sold Receivable required by Section 2.3(b), the Seller will pay to the Buyer the Purchase Price for such Sold Receivable.  Upon payment of such purchase price, the Buyer will without further action be deemed to sell and assign to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in, to and under such Sold Receivable and all Related Security.  In connection with any such repurchase, the Buyer will execute such documents and take such other actions as are reasonably requested by the Seller to effect the conveyance of such Sold Receivable.  The obligation of the Seller to repurchase a Sold Receivable pursuant to Section 2.3(b) constitutes the sole remedy for a breach specified in Section 2.3(a) available to the Buyer and to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.4.Covenants of Seller.  The Seller covenants to the Buyer that:

(a)No Liens.  Except for the conveyances provided or permitted in this Agreement or the other Transaction Documents, the Seller will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on, any Sold Receivable or any Related Security, and the Seller will defend the right, title and interest of the Buyer, the Issuer and the Indenture Trustee in, to and under such Sold Receivables and the Related Security against all claims of third parties claiming through or under the Seller.

(b)Floorplan Financing Agreements and Guidelines.  The Seller will comply with and perform its servicing obligations with respect to the Accounts and the Receivables in accordance with the applicable Floorplan Financing Agreements relating to the Accounts and the applicable Floorplan Financing Guidelines, except insofar as any failure to so comply or perform would not materially and adversely affect the rights of the Buyer, the Issuer or the Noteholders.  Subject to compliance with all Applicable Law, the Seller, in its capacity as Servicer, may change the terms and provisions of any of the Floorplan Financing Agreements or the Floorplan Financing Guidelines in any respect (including the calculation of the amount or the timing of charge offs and the rate of interest charged on the Receivables) only if such change would be permitted pursuant to Section 3.1(d) of the Sale and Servicing Agreement.

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(c)Certain Allocations of Collections.  If the Seller is unable for any reason to sell Receivables to the Buyer under this Agreement, then the Seller agrees that, after the occurrence of such event and subject to Applicable Law and any related Floorplan Financing Agreement, it (or the Servicer on its behalf) will allocate Collections in respect of each Account between the Receivables that were sold to the Buyer hereunder and those that were not so sold to the Buyer as follows:

(i)Principal Collections will be allocated to the Receivable that relates to the Vehicle whose sale or lease generated such Collections; and

(ii)Interest Collections will be allocated to the Buyer on the basis of the ratio of the principal amount of the Receivables in such Account owned by the Buyer on the date of determination to the total principal amount of Receivables in such Account on such date.

(d)Delivery of Collections.  If the Seller or any of its Affiliates receives payments in respect of the Sold Receivables, the Seller will pay or cause to be paid to the Servicer all such payments no later than two Business Days after receipt and application to the Sold Receivables.

(e)Notice of Liens.  The Seller will notify the Buyer, the Owner Trustee and the Indenture Trustee promptly after becoming aware of any Lien on any Sold Receivable, other than Permitted Liens.

(f)Compliance with Law.  The Seller will comply in all material respects with Applicable Law.

Section 2.5.Designation of Additional Accounts.

(a)Offer to Designate.  The Seller may from time to time, at its sole discretion, offer to designate additional Eligible Accounts as Accounts to the Buyer, subject to the conditions specified in Section 2.5(b).  If any such offer is accepted by the Buyer, the Sold Receivables and the Related Security originated in such Additional Accounts will be sold to the Buyer on the Addition Date specified in the related Addition Notice.

(b)Conditions.  The Seller is permitted to sell to the Buyer the Sold Receivables and all Related Security in any Additional Accounts designated pursuant to Section 2.5(a) only upon satisfaction of each of the following conditions on or before the related Addition Date:

(i)the Seller has delivered to the Buyer an Addition Notice not less than two Business Days and not more than 30 days before the related Addition Date;

(ii)the Seller has delivered to the Buyer an Assignment, and the Additional Account Schedule in accordance with Section 2.1(e);

(iii)the Seller has delivered to the Servicer all Collections on such Additional Accounts relating to the time period on or after the Additional Cutoff Date;

(iv)the Seller has represented and warranted to the Buyer that:

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(A)as of the date of the Addition Notice and the Addition Date, the Seller is not insolvent nor will be made insolvent by such sale and it is not aware of any events or circumstances that could reasonably be expected to lead to its insolvency; and

(B)the addition of the Sold Receivables originated in such Additional Accounts will not, in the reasonable belief of the Seller, cause an Amortization Event to occur;

(v)the Seller has delivered to the Buyer an Opinion of Counsel with respect to the Sold Receivables originated in the Additional Accounts substantially in the form of Exhibit C; and

(vi)the Seller has delivered to the Buyer an Officer’s Certificate stating that the conditions set forth in clauses (i) through (v) above have been satisfied.

(c)Repurchase Upon Breach.  By the delivery of an Assignment for the designation of Additional Accounts pursuant to this Section 2.5, the Seller will be deemed to make the representations and warranties in Section 2.5(b)(iv).  These representations and warranties survive the sale and assignment of the Sold Receivables and the Related Security to the Buyer.  Upon discovery by the Seller or the Buyer of a material breach of any  representation or warranty, the party discovering such breach will give prompt notice to the other party.  If any breach by the Seller of a representation or warranty in Section 2.5(b)(iv) has a material adverse effect on a Sold Receivable and, in connection therewith, the Buyer is obligated (after the applicable grace period) to accept reassignment of such Sold Receivable pursuant to Section 2.6(d) of the Sale and Servicing Agreement, then the Seller will repurchase such Sold Receivable.

(d)Consideration for Repurchase.  In consideration for the repurchase of a Sold Receivable required by Section 2.5(c), the Seller will pay to the Buyer the Purchase Price for such Sold Receivable.  Upon payment of such purchase price, the Buyer will without further action be deemed to sell and assign to the Seller, without recourse, representation or warranty, all the right, title and interest of the Buyer in, to and under such Sold Receivable and all Related Security.  In connection with any such repurchase, the Buyer will execute such documents and take such other actions as are reasonably requested by the Seller to effect the conveyance of such Sold Receivable.  The obligation of the Seller to repurchase a Sold Receivable pursuant to Section 2.5(c) constitutes the sole remedy for a breach specified in Section 2.5(b) available to the Buyer and to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.6.Redesignation of Accounts.

(a)On each date on which Accounts, including any amounts then held by the Issuer or thereafter received by the Issuer with respect to such Accounts, are redesignated pursuant to Section 2.7 or 2.8 of the Sale and Servicing Agreement, the Buyer will be deemed to offer to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to

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redesignate and thereby remove Accounts from the operation of this Agreement pursuant this Section 2.6.

(b)Any acceptance of such offer to redesignate Accounts as provided in Section 2.6(a) is subject to the satisfaction of the following conditions:

(i)the Seller (or the Servicer on its behalf) has delivered to the Buyer a Redesignation Notice not less than two Business Days and not more than 30 days before the applicable Redesignation Date; and

(ii)the Seller (or the Servicer on its behalf) has delivered to the Buyer the applicable Redesignated Account Schedule.

On the Redesignation Date with respect to any such Redesignated Account, all the related Sold Receivables and Related Security will be deemed sold and assigned to the Seller without recourse, representation or warranty.  The consideration for such removal will be an amount equal to the principal amount of such Sold Receivables, or such other amount as may be mutually agreed to by the Buyer and the Seller that reflects fair market value for such Sold Receivables.  After such Redesignation Date and upon the request of the Seller, the Buyer will deliver to the Seller a Reassignment; provided, however, that with respect to the redesignation of a Performance Impaired Ineligible Account, a Reassignment will not be necessary and the Seller (or the Servicer on its behalf) will, from and after the applicable Redesignation Date, cease to sell to the Buyer any and all Sold Receivables originated in such Redesignated Account and the Sold Receivables that were sold to the Buyer before such Redesignation Date will not be removed from the Buyer.  All Collections that relate to time periods on or after the applicable Redesignation Date in respect of a Performance Impaired Ineligible Account will be allocated between those Sold Receivables that remain sold to the Buyer and those Receivables originated in such Performance Impaired Ineligible Account on or after such Redesignation Date in the manner provided in Section 2.4(c).

Section 2.7.Sale of Ineligible Receivables.  The Seller may, at its sole option, sell to the Buyer on each Sale Date all or any portion of the Ineligible Receivables originated in any Account; provided, however,  that the Seller will not transfer to the Buyer any Ineligible Receivables that are ineligible due to a failure to satisfy the condition specified in clause (a)(ii) of the definition of “Eligible Receivable”; and provided, further, that (i) on the applicable Sale Date, such Account is an Eligible Account and (ii) the Seller indicates in its computer files that related Ineligible Receivables were sold to Buyer on the related Sale Date.

Section 2.8.Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements.  Prepayments made by a Dealer to the Seller under a Cash Management Agreement will be treated as Principal Collections and, in accordance with the Floorplan Financing Guidelines, the aggregate principal amount of Receivables in the related Account will decrease by the amount of such prepayment.  Conversely, any advances to such Dealer made by the Seller under a Cash Management Agreement will be treated as a supplemental advance to such Dealer and, in accordance with the Floorplan Financing Guidelines, the aggregate principal amount of Receivables in the related Account will increase by the amount of such supplemental advance.

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ARTICLE III
ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 3.1.Acceptance of Appointment and Other Matters Relating to Servicer.

(a)The Seller agrees to act as the Servicer under this Agreement and the Sale and Servicing Agreement, and the Buyer consents to the Seller acting as the Servicer.  The Seller will have responsibility for servicing, managing and making collections on the Receivables and will have the authority to make any management decisions relating to such Receivables, to the extent such authority is granted to the Servicer under this Agreement and the Sale and Servicing Agreement.

(b)The Servicer will service and administer the Receivables in accordance with the provisions of the Sale and Servicing Agreement, the Indenture and Indenture Supplements.

Section 3.2.Servicing Compensation.  As compensation for its servicing activities under this Agreement and under the Sale and Servicing Agreement, the Servicer is entitled to receive the Servicing Fee on each Payment Date.  The Servicing Fee will be paid in accordance with the terms of the Sale and Servicing Agreement, the Indenture and Indenture Supplements.

ARTICLE IV
OTHER MATTERS RELATING TO SELLER

Section 4.1.Liability of Seller.

(a)The Seller will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Seller under this Agreement.  All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Seller and the issuance of the Notes.  Notwithstanding the foregoing, this Section 4.1 will not protect the Seller against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.

(b)The Seller and any officer, director, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party in respect of any matters arising out of this Agreement.

(c)The Seller will be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its obligations under this Agreement and that, in its opinion, may cause it to incur any expense or liability.

Section 4.2.Merger or Consolidation of, or Assumption, of Obligations of Seller.  Any Person (a) into which the Seller is merged or consolidated, (b) resulting from any merger or consolidation to which the Seller is a party or (c) succeeding to the business of the Seller, if more than 50% of the voting stock or voting power and 50% or more of the economic equity of such Person is owned, directly or indirectly, by Ford, will be the successor to the Seller under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 4.2.  Within 15 Business Days after any such merger,

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consolidation or succession such Person will (i) execute an agreement of assumption to perform every obligation of the Seller under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, consolidation or succession and such agreement of assumption comply with this Section 4.2, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Sold Assets and the Indenture Trustee in the Collateral will be perfected, or (B) no such action is necessary to preserve and protect such security interest, and (iv) provide notice of such merger, consolidation or succession to the Rating Agencies for each Series.

Section 4.3.Seller Indemnification of Buyer.  The Seller will indemnify and hold harmless the Buyer from and against any and all loss, liability, expense, claim, damage or injury suffered or sustained by the Buyer by reason of any acts, omissions or alleged acts or omissions arising out of activities of the Seller in the performance of its duties under this Agreement or arising out of or based on the arrangement created by this Agreement and the activities of the Seller taken pursuant hereto; provided, however, that the Seller is not required to indemnify the Buyer for any loss, liability, expense, claim, damage or injury of the Buyer resulting from acts, omissions or alleged acts or omissions that constitute willful misconduct, bad faith or gross negligence by the Buyer; and, provided, further, that the Seller is not required to indemnify the Buyer for any loss, liability, expense, claim, damage or injury with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect to any of the foregoing) required to be paid by the Buyer in connection with this Agreement to any taxing authority.  Any indemnification under this Article IV survives the termination of this Agreement.

ARTICLE V
TERMINATION; INSOLVENCY

Section 5.1.Termination of Agreement; Insolvency Event.  This Agreement will terminate immediately after the legal existence of the Issuer terminates pursuant to the Trust Agreement.  In addition, the Buyer will immediately cease purchasing Receivables and the Seller will immediately cease selling Receivables and will designate no Additional Accounts following the occurrence of an Insolvency Event with respect to the Seller.  The Seller will give prompt notice to each of the Buyer, the Owner Trustee and the Indenture Trustee immediately following the occurrence of an Insolvency Event.  Notwithstanding any cessation of the sale of Receivables to the Buyer following an Insolvency Event, Receivables sold to the Buyer before the occurrence of an Insolvency Event and Collections in respect of such Receivables will continue to be property of the Buyer and will be sold by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement.

ARTICLE VI
INTERCREDITOR PROVISIONS

Section 6.1.Nonfloorplan Agreements Between Seller and Dealer.

(a)With respect to a Dealer that is the obligor under Sold Receivables, the Seller may be or become a lender to such Dealer under an agreement or arrangement other than a Floorplan

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Financing Agreement pursuant to which the Seller has been granted a Lien in the same Vehicle in which the Floorplan Financing Agreement for such Dealer creates a Lien.

(b)The Seller agrees that with respect to each Sold Receivable of each such Dealer (i) the Lien in any Vehicle granted to the Seller pursuant to any agreement or arrangement other than a Floorplan Financing Agreement is junior and subordinate to the Lien created in such Vehicle by the related Floorplan Financing Agreement, (ii) the Seller has no legal right to realize upon such Vehicle or exercise its rights under such agreement or arrangement in any manner that is materially adverse to the Buyer, the Issuer or the Noteholders in respect of such Vehicle until all required payments in respect of such Sold Receivable under the Floorplan Financing Agreement have been paid and (iii) in realizing upon such Vehicle, neither the Buyer nor the Issuer will have any obligation to protect or preserve the rights of the Seller in such Vehicle.

(c)The Buyer agrees that with respect to each Sold Receivable of each such Dealer (i) the Lien in collateral other than the related Vehicle created by the Floorplan Financing Agreement and assigned to the Buyer is junior and subordinate to the Lien in such non-Vehicle collateral created by any agreement or arrangement other than a Floorplan Financing Agreement, (ii) the Buyer has no legal right to realize upon such non-Vehicle collateral or exercise its rights under the Floorplan Financing Agreement in any manner that is materially adverse to the Seller until all required payments in respect of the obligation created or secured by such agreement or arrangement have been made and (iii) in realizing on such non-Vehicle collateral, the Seller has no obligation to protect or preserve the rights of the Buyer or the Issuer in such non-Vehicle collateral.  The Sale and Servicing Agreement will provide that the Issuer is subject to the preceding sentence.

(d)If the Seller assigns or transfers any rights under, or any obligation evidenced or secured by, an agreement or arrangement referred to in this Article VI that is not a Floorplan Financing Agreement, the Seller will make such assignment or transfer subject to the provisions of this Article VI and require such assignee or transferee to acknowledge that it takes such assignment or transfer subject to the provisions of this Article VI and to agree that it will require the same acknowledgment from any subsequent assignee or transferee.

ARTICLE VII
MISCELLANEOUS PROVISIONS

Section 7.1.Amendment.

(a)This Agreement may be amended by the Seller and the Buyer, with prior notice by the Buyer to the Rating Agencies for each Series, but without the consent of any Noteholder:

(i)in order to cure any ambiguity, to correct or supplement any provision in this Agreement that may be inconsistent with any other provision in this Agreement, or to add provisions which are not inconsistent with the other provisions of this Agreement, if the Buyer delivers to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect; or

(ii)for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the

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rights of the Noteholders if: (A) the Buyer delivers to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect, and (B) the Rating Agency Condition has been satisfied with respect to such amendment.

(b)This Agreement may also be amended by the Seller and the Buyer with prior notice by the Buyer to the Rating Agencies for each Series, and with the consent of Noteholders of at least a majority of the Note Balance of the Outstanding Notes of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment, without the consent of the Noteholder of each Outstanding Note adversely affected by such amendment, will:

(i)reduce in any manner the amount of or delay the timing of any payments (changes in Amortization Events that decrease the likelihood of the occurrence of such events will not be considered delays in the timing of payments for purposes of this clause) to be made to Noteholders or deposits of amounts to be so paid;

(ii)change the definition of or the manner of calculating the interest of any Noteholders in the Trust Property; or

(iii)reduce the percentage of the Note Balance of the Outstanding Notes required to consent to any such amendment.

(c)Promptly after the execution of any amendment pursuant to Section 7.1(a), the Seller will furnish notification of the substance of such amendment to each Noteholder.

(d)If the consent of the Noteholders to any proposed amendments is required, it is not necessary that they approve the particular form of such amendment, but only that they approve the substance of such amendment.

Section 7.2.Protection of Right, Title and Interest to Receivables.

(a)The Seller will cause this Agreement, all amendments to this Agreement and all financing statements and continuation statements and any other necessary documents covering the Buyer’s right, title and interest to the Receivables and Related Security to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Buyer under this Agreement.  The Seller will deliver to the Buyer file-stamped copies or other evidence of any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.  The Buyer will cooperate fully with the Seller in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 7.2(a).

(b)Within 30 days after the Seller makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 2.1(c) or 7.2(a) seriously misleading within the meaning of Section 9-506 of the UCC, the Seller will give the Buyer notice of any such change and file such financing

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statements or amendments as may be necessary to continue the perfection of the Buyer’s security interest in the Receivables and the proceeds thereof.

(c)The Seller will give the Buyer prompt notice of any relocation of any office at which it keeps records concerning the Sold Receivables or of its jurisdiction of organization and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Buyer’s security interest in the Sold Receivables.  The Seller will at all times maintain its jurisdiction of organization within the United States of America.

(d)The Seller will deliver to the Buyer (i) upon the execution and delivery of each amendment to this Agreement, an Opinion of Counsel substantially in the form of Exhibit B; and (ii) on each Addition Date on which any Additional Accounts are to be designated to the Buyer pursuant to Section 2.5, an Opinion of Counsel substantially in the form of Exhibit C.

Section 7.3.Limited Recourse.  Notwithstanding anything to the contrary contained in this Agreement, the obligations of the Buyer under this Agreement will not be recourse to the Buyer (or any person or organization acting on behalf of the Buyer or any Affiliate, officer or director of the Buyer), other than to (a) the amount by which the Net Adjusted Pool Balance on any date of determination exceeds the Required Pool Balance and (b) any other assets of the Buyer not pledged to third parties or otherwise encumbered in a manner permitted by the Buyer’s organizational documents; provided, however, that any payment by the Buyer made in accordance with this Section 7.3 will be made only after payment in full of any amounts that the Seller is obligated to deposit into the Collection Account pursuant to this Agreement; and, provided, further, that the Noteholders will be entitled to the benefits of the subordination of the Depositor Interest to the extent provided in the Indenture Supplements.

Section 7.4.Notices.

(a)All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made:

(i)upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

(ii)in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)in the case of an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

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Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreement or at such other address as any party may designate by notice to the other parties.

(b)Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 7.5.Third-Party Beneficiaries.  This Agreement will inure to the benefit of and be binding upon the parties to this Agreement, the Indenture Trustee, the Noteholders and their respective successors and permitted assigns.  Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 7.6.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 7.7.Submission to Jurisdiction.  The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement.  The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 7.8.WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 7.9.Severability.  If any of the covenants, agreements, provisions or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.

Section 7.10.Counterparts.  This Agreement may be executed in any number of counterparts.  Each counterpart will be an original, but all counterparts will together constitute one and the same instrument.

Section 7.11.Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

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Section 7.12.No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on the part of the Buyer, any right, remedy, power or privilege under this Agreement will operate as a waiver thereof; nor will any single or partial exercise of any right, remedy, power or privilege under this Agreement preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law.

Section 7.13.No Petition.  The Seller covenants and agrees that it will not at any time institute against the Buyer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy or similar law.

Section 7.14.Further Assurances.  The Seller agrees to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Buyer in order to effect more fully the purposes of this Agreement, including the authorization of any financing statements or continuation statements relating to the Sold Receivables for filing under the UCC.

Section 7.15.Assignment.  Notwithstanding anything to the contrary contained in this Agreement, this Agreement may not be assigned by the Seller without the prior consent of the Buyer and the Indenture Trustee.  The Buyer may assign its rights, remedies, powers and privileges under this Agreement to the Issuer pursuant to the Sale and Servicing Agreement and the Issuer may pledge its assigned rights, remedies, powers and privileges under this Agreement to the Indenture Trustee pursuant to the Indenture.

[Remainder of Page Intentionally Left Blank]

17

EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,
	as Seller
By:	/s/ Scott D. Krohn
	Name:	Scott D. Krohn
	Title:	Assistant Treasurer
FORD CREDIT FLOORPLAN LLC,
	as Buyer
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to MOTA-FCF LLC Receivables Purchase Agreement]

Schedule 1

ACCOUNT SCHEDULE

[On file with the Servicer and the Indenture Trustee]

1-1

Exhibit A

FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

(As required by Section 2.5
of Receivables Purchase Agreement)

This Assignment No.     of Receivables in Additional Accounts, dated as of            , 20   (this “Assignment”), is by and between Ford Motor Credit Company LLC, as Seller, and Ford Credit Floorplan LLC, as Buyer, pursuant to the Receivables Purchase Agreement referred to below.

BACKGROUND

The Seller and the Buyer are parties to a Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”).

Pursuant to the Receivables Purchase Agreement, the Seller wishes to designate Additional Accounts as Accounts and to sell certain Sold Receivables originated in such Additional Accounts and the Related Security, whether now existing or hereafter created, to be further sold to the Issuer and pledged to the Indenture Trustee.

The Buyer is willing to accept such designation and sale subject to the terms and conditions of this Assignment.

The Seller and the Buyer hereby agree as follows:

1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Assignment are defined in Appendix A to the Sale and Servicing Agreement referenced in the Receivables Purchase Agreement.  Appendix A also contains rules as to usage applicable to this Assignment.  Appendix A is incorporated by reference into this Assignment.  The following terms used in this Assignment have the following meanings:

“Addition Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

“Additional Cutoff Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

“Eligible Receivable Origination Cutoff Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

2.Designation of Additional Accounts.  The Seller delivers with this Assignment an Additional Account Schedule, specifying for each such Additional Account, as of the Additional Cutoff Date, its account number and the aggregate principal amount of its Receivables.

A-1

3.Sale of Sold Receivables.  The Seller sells and assigns, without recourse (except as provided in the Receivables Purchase Agreement), to the Buyer, on the Addition Date all of its right, title and interest in, to and under the Sold Receivables originated in such Additional Accounts and all Related Security with respect to any of the foregoing owned by the Seller at the close of business on the applicable Additional Cutoff Date, and thereafter originated from time to time, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof.  The foregoing sale and assignment does not constitute and is not intended to result in the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts or related Sold Receivables or under any agreement or instrument relating to such Receivables, including any obligation to any Dealers or Ford.

In connection with such sale, the Seller agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the related Sold Receivables now existing and hereafter created for the sale of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC) meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the related Sold Receivables and the Related Security to the Buyer, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Buyer on or before the Addition Date.  The Buyer is under no obligation to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sale.  The parties to this Assignment intend that the sales of related Sold Receivables effected by this Assignment be sales.

In connection with such sale, the Seller further agrees, at its own expense, on or before the Addition Date, to indicate in its computer files that the Sold Receivables and the Related Security have been (a) sold or assigned, as the case may be, to the Buyer pursuant to this Assignment, (b) sold and assigned by the Buyer to the Issuer pursuant to the Sale and Servicing Agreement and (c) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties.

4.Acceptance by Buyer.  Subject to the satisfaction of the conditions set forth in Section 2.5(b) of the Receivables Purchase Agreement, the Buyer acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter originated, sold to the Buyer pursuant to Section 3 of this Assignment.  The Buyer further acknowledges that, before or simultaneously with the execution and delivery of this Assignment, the Seller delivered to the Buyer the Additional Account Schedule, described in Section 2 of this Assignment.

5.Representations and Warranties of Seller.  The Seller represents and warrants to the Buyer, on behalf of the Issuer, as of the date of this Assignment and as of the Addition Date that:

(i)Organization and Qualification.  The Seller is duly organized and validly existing as a limited liability company or other legal entity in good standing under the laws of its jurisdiction of organization.  The Seller is qualified as a foreign limited

A-2

liability company or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals could not reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Assignment.

(ii)Power, Authorization and Enforceability.  The Seller has the power and authority to execute, deliver and perform the terms of this Assignment and to acquire, own and sell the Sold Receivables and the other Trust Property and has duly authorized the sale of the Receivables and other Trust Property to the Issuer by all necessary action.  The Seller has authorized the execution, delivery and performance of the terms of this Assignment.  This Assignment is the legal, valid and binding obligation of the Seller enforceable against the Seller, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)No Conflicts and No Violation.  The consummation of the transactions contemplated by this Assignment and the fulfillment of the terms of this Assignment will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Seller is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Seller pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than this Assignment and the Sale and Servicing Agreement), (C) violate the Organizational Documents of the Seller, or (D) violate any law or, to the Seller’s knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under this Assignment.

(iv)No Proceedings.  To the Seller’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Assignment, (B) seeking to prevent the consummation of any of the transactions contemplated by this Assignment, or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Seller’s ability to perform its obligations under, or the validity or enforceability of this Assignment, in each case, other than such proceedings that would not reasonably be expected to have a material adverse effect upon the Seller or materially and adversely affect the performance by the Seller of its obligations under, or the validity and enforceability of, this Assignment.

(v)Valid Sale.  This Assignment constitutes a valid sale and assignment to the Buyer of all right, title and interest of the Seller in, to and under the Sold Receivables

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originated in the Additional Accounts and the Related Security and the proceeds thereof and, upon the filing of the financing statements described in Section 3 of this Assignment and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Buyer will have a first priority perfected ownership interest in such property, subject to Permitted Liens.  Except as otherwise provided in the Receivables Purchase Agreement or the other Transaction Documents, neither the Seller nor any Person claiming through or under it has any claim to or interest in the Trust Property.

7.Ratification of Agreement.  As supplemented by this Assignment, the Receivables Purchase Agreement is in all respects ratified and confirmed and the Receivables Purchase Agreement as so supplemented by this Assignment constitutes one and the same instrument.

8.Counterparts.  This Assignment may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

9.GOVERNING LAW.  THIS ASSIGNMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

A-4

EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,
	as Seller
By:
	Name:
	Title:
FORD CREDIT FLOORPLAN LLC,
	as Buyer
By:
	Name:
	Title:

A-5

Exhibit B

FORM OF OPINION OF COUNSEL REGARDING AMENDMENTS

(As required by Section 7.2(d)(i)
of Receivables Purchase Agreement)

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to the Seller delivered on any Closing Date, as well as any deemed appropriate at the time of delivery.

(a)           The Amendment to the Receivables Purchase Agreement, attached as Schedule 1 (the “Amendment”), has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)           All conditions precedent in Section 7.1 of the Receivables Purchase Agreement to the entry into the Amendment have been satisfied.

(c)           The Amendment will not adversely affect in any material respect the interests of the Noteholders.  [Include this clause (c) only in the case of amendments effected pursuant to Section 7.1(a)(ii) of the Receivables Purchase Agreement.]

B-1

Exhibit C

FORM OF OPINION OF COUNSEL REGARDING ADDITIONAL ACCOUNTS

(Provisions to be included in Opinion of Counsel to be
delivered pursuant to Section 7.2(d)(ii) of Receivables Purchase Agreement)*

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to the Seller delivered on any Closing Date, as well as any others deemed appropriate at the time of delivery.

(a)           The Assignment has been duly authorized, executed and delivered by the Seller, and constitutes the valid and legally binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)           Assuming the Sold Receivables in the Additional Accounts are created under, and are evidenced solely by, either Floorplan Financing Agreements or Sales and Service Agreements, such Receivables will constitute “general intangibles,” “payment intangibles,” “accounts” or “tangible chattel paper,” as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

(c)           Assuming the Sold Receivables in the Additional Accounts are created under, and are evidenced solely by, the Sale and Assignment Agreement between Ford and the Seller, such Sold Receivables will constitute “general intangibles,” “payment intangibles,” “accounts” or “tangible chattel paper,” each as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

(d)           With respect to Sold Receivables in the Additional Accounts in existence on the date of the Assignment and with respect to Sold Receivables in the Additional Accounts originated after the date of the Assignment, upon the creation of such Sold Receivables and the subsequent sale of such Sold Receivables to the Buyer free and clear of any Liens in accordance with the Receivables Purchase Agreement and receipt by the Seller of the consideration therefor required pursuant to the Receivables Purchase Agreement, a bankruptcy court having jurisdiction over the Seller (i) would not be entitled to compel the turnover of such Sold Receivables or the proceeds thereof to the Seller under Section 542 of the Bankruptcy Code and (ii) would not be entitled to treat such Sold Receivables or the proceeds thereof as assets included in the estate of the Seller pursuant to Section 541 of the Bankruptcy Code or subject to the automatic stay provision of Section 362(a) of the Bankruptcy Code.

*Include references to Additional Accounts only in the case of the designation of Additional Accounts pursuant to Section 2.5 of the Receivables Purchase Agreement.

C-1

Exhibit D

FORM OF REASSIGNMENT OF RECEIVABLES IN REDESIGNATED ACCOUNTS

(Pursuant to Section 2.7
of Receivables Purchase Agreement)

This Reassignment No.     of Receivables in Redesignated Accounts, dated as of            , 20  , (this “Reassignment”) is between Ford Motor Credit Company LLC, as Seller and Ford Credit Floorplan LLC, as Buyer, pursuant to the Receivables Purchase Agreement referred to below.

BACKGROUND

The Seller and the Buyer are parties to a Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”).

Pursuant to the Receivables Purchase Agreement, the Buyer has offered to the Seller automatically and without notice to or action by or on behalf of the Buyer, the right to redesignate and thereby remove Accounts from the operation of the Receivables Purchase Agreement in the manner prescribed in Section 2.7 thereof.

The Seller is willing to accept such redesignation and to accept reconveyance of all such Sold Receivables, Related Security and any related amounts held or received in respect of such Accounts subject to the terms and conditions of this Reassignment.

The parties agree as follows:

1.             Usage and Definitions.  Capitalized terms used but not otherwise defined in this Assignment are defined in Appendix A to the Sale and Servicing Agreement referenced in the Receivables Purchase Agreement.  Appendix A also contains rules as to usage applicable to this Reassignment.  Appendix A is incorporated by reference into this Assignment.  The following terms used in this Reassignment have the following meanings:

“Redesignation Date” means, with respect to the Redesignated Accounts redesignated by this Reassignment,           , 20  .

2.             Notice of Redesignated Accounts.  With respect to any Redesignated Accounts, the Seller (or the Servicer on its behalf) has delivered to the Buyer the Redesignation Notice as provided in Section 2.6(b)(i) of the Receivables Purchase Agreement.

3.             Redesignated Accounts.  The Seller delivers with this Reassignment the Redesignated Account Schedule specifying for each such Redesignated Account, as of the Redesignation Date, its account number and the aggregate principal amount of the Receivables of such Account.

D-1

4.             Conveyance of Sold Receivables.  The Buyer sells and assigns to the Seller, without recourse, representation or warranty on and after the Redesignation Date, all of its right, title and interest in, to and under all Sold Receivables now existing at the close of business on the Redesignation Date or thereafter originated from time to time in the Redesignated Accounts redesignated by this Reassignment, all Related Security with respect to any of the foregoing, all monies due or to become due and all amounts received with respect to any of the foregoing, and all proceeds (as defined in Section 9-315 of the UCC) and Recoveries thereof.

If requested by the Seller, in connection with such sale, the Buyer agrees to execute and deliver to the Seller on or before the date of this Reassignment, a termination statement with respect to the Sold Receivables existing at the close of business on the Redesignation Date and thereafter originated from time to time and Related Security thereof in the Redesignated Accounts reassigned by this Reassignment (which may be a single termination statement with respect to all such Sold Receivables and Related Security) evidencing the release by the Buyer of its Lien on the Sold Receivables in the Redesignated Accounts and the Related Security, and meeting the requirements of Applicable Law, in such manner and such jurisdictions as are necessary to remove such Lien.

5.             Acceptance by Buyer.  The Buyer acknowledges that, before or simultaneously with the execution and delivery of this Reassignment, the Seller delivered to the Buyer the updated Redesignated Account Schedule described in Section 3 of this Reassignment.

6.             Legal, Valid and Binding Obligation.  The Seller represents and warrants to the Buyer as of the date of this Reassignment and as of the Redesignation Date that this Reassignment constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

7.             Ratification of Agreement.  As supplemented by this Reassignment, the Receivables Purchase Agreement is in all respects ratified and confirmed and the Receivables Purchase Agreement, as so supplemented by this Reassignment, constitutes one and the same instrument.

8.             Counterparts.  This Reassignment may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

9.             GOVERNING LAW.  THIS REASSIGNMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

D-2

EXECUTED BY:

FORD MOTOR CREDIT COMPANY LLC,
	as Seller
By:
	Name:
	Title:
FORD CREDIT FLOORPLAN LLC,
	as Buyer
By:
	Name:
	Title:

D-3

EX-10.4

EXHIBIT 10.4

EXECUTION VERSION

AMENDED AND RESTATED SALE AND ASSIGNMENT AGREEMENT

THIS AMENDED AND RESTATED SALE AND ASSIGNMENT AGREEMENT (this “Agreement”) dated as of June 1, 2001 is between FORD MOTOR COMPANY, a Delaware Corporation (“Seller”), and FORD MOTOR CREDIT COMPANY, a Delaware corporation (“Purchaser”).

Background

In connection with Vehicles ordered by any Dealer for purchase from Seller, the Dealer is obligated to pay Seller for such Vehicle, by draft on the Dealer’s finance source or otherwise, on the day that the Vehicle is delivered to the Dealer.

Seller desires to sell to Purchaser, and Purchaser desires to purchase from Seller, all of Seller’s rights to payments from Dealers relating to Vehicles ordered by any Dealer for purchase from Seller, together with all Related Security.

Seller and Purchaser previously entered into a Sale and Assignment Agreement dated as of November 13, 2000 (the “Original Agreement”) providing for the assignment from time to time of Dealer Receivables and Related Security by Seller to Purchaser.

Seller and Purchaser wish to modify the terms of the Original Agreement and replace them in their entirety with the terms set forth in this Agreement.

Agreement

In consideration of the promises, covenants and undertakings set forth in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, Seller and Purchaser agree as follows:

1.Definitions.  For purposes of this Agreement, the following terms will have the meanings assigned to them as set forth below.

(a)“Dealer(s)” means any franchised Ford Motor Company motor vehicle dealer party to a Sales and Service Agreement with Seller.

(b)“Dealer Receivable” means, with respect to any Vehicle, all of Seller’s right, title and interest in, to and under any Dealer payment for a Vehicle under the Sales and Service Agreement as well as all related rights of the Seller in, to and under the Sales and Service Agreement.

(c)“Draft” means the advance of funds by a Dealer’s finance source on behalf of the Dealer for the purchase of a Vehicle.

(d)“Estimated Invoice Amount” means the estimated amount payable by a Dealer to Seller for a Vehicle as set forth in a transmittal from Seller to Purchaser and designated

as an estimated invoice amount.  A Vehicle may be assigned an Estimated Invoice Amount only if no Invoice Amount is assigned to the Vehicle.

(e)“Invoice Amount” means the total amount payable by a Dealer to Seller for a Vehicle as set forth on the Vehicle invoice issued by Seller.

(f)“Intransit Period” means, with respect to any Vehicle, the period from and including the day the Vehicle is released from the factory by Seller for delivery to a Dealer to and including the day of delivery of the Vehicle to such Dealer; provided, however, that if an Invoice Amount has not yet been established for such Vehicle on the day of delivery, the Intransit Period with respect to such Vehicle will continue to and including the day on which the Invoice Amount is established, but in no event more than 30 days following the day of delivery.

(g)“Prime Rate” means the per annum interest rate announced from time to time as the “prime” rate by a majority of the following five banks: Bank of America National Trust and Saving Association, Bank One Corporation, The Chase Manhattan Bank, Citibank, N.A., and Morgan Guaranty Trust Company of New York.  If three of such banks have not announced the same “prime” rate in effect, the median of the five rates will be the Prime Rate.  The term “prime” rate will include the rate so established by the foregoing banks from time to time even though the label may be changed or discontinued.

(h)“Related Security” has the meaning assigned to such term in Section 2(a) of this Agreement.

(i)“Sales and Service Agreement” means the Sales and Service Agreement between Seller and a Dealer together with any related Vehicle Terms of Sale Bulletins, as the same may be amended, modified or supplemented from time to time.

(j)“Unadjusted Purchase Price” means, with respect to any Dealer Receivable purchased hereunder, unless otherwise agreed by both Seller and Purchaser, an amount equal to 100% of the related Invoice Amount or Estimated Invoice Amount, as applicable; provided, however, that such price will be reduced as necessary to ensure that it will not be materially less favorable to Purchaser than prices for comparable transactions of a generally similar character at the time of the purchase taking into account the quality of the assets being purchased and other pertinent factors; and provided, further, that such price will be increased as necessary to ensure that it will not represent less than reasonably equivalent value therefor.

(k)“Vehicle” means a new motor vehicle manufactured by Seller and ordered by a Dealer from Seller.

2.Sale of Dealer Receivables; Assignment of Related Security to Purchaser.

(a)Sale and Assignment.  Against payment of the Unadjusted Purchase Price in immediately available funds drawn to the order of Seller, Seller hereby agrees to sell, transfer, assign, set over and otherwise convey to Purchaser, without recourse (except as otherwise set forth herein), all Dealer Receivables created from time to time together with (i) the security interest Seller retains in each related Vehicle, along with the portions of any documents

2

necessary to enforce such security interest, including, but not limited to, all applicable portions of the Sales and Service Agreement, and (ii) the security interest in all proceeds from the sale or other disposition of the related Vehicles (clauses (i) and (ii) together being referred to herein as the “Related Security”).

(b)Monitor Delivery and Draw on Financing Source.  Seller will monitor the delivery of Vehicles to Dealers in a manner consistent with its customary standards and practices. Seller will promptly draw on the Dealer’s financing source (or, if applicable, collect directly from the Dealer) an amount equal to the Invoice Amount with respect to each Dealer Receivable conveyed hereunder at the end of the related Intransit Period and promptly remit such amounts to Purchaser in full satisfaction of the related Dealer Receivable.

(c)Adjustment of Estimated Invoice Amounts.  If an Invoice Amount is established for a Vehicle previously assigned an Estimated Invoice Amount, the Unadjusted Purchase Price will be recomputed and Seller will refund to Purchaser any resulting reduction in the Unadjusted Purchase Price, or Purchaser will remit to Seller any resulting increase in the Unadjusted Purchase Price, as the case may be, in either case on the day the Invoice Amount is established.

(d)Perfection of Rights.  Seller will assist Purchaser in the filing or renewal of financing statements as required to perfect the sale and assignment to Purchaser of Seller’s right, title and interest in the Dealer Receivables and Related Security under the applicable state version of the Uniform Commercial Code, and Seller will take any other actions required to ensure that Purchaser’s security interest is enforceable as a first priority security interest.

(e)Computer Files.  Seller will indicate in its computer files that the Dealer Receivables have been sold, and the Related Security assigned, to Purchaser pursuant to this Agreement and will provide Purchaser with access to its computer systems and files for purposes of this Agreement and monitoring the Dealer Receivables and Related Security.

(f)True Sale.  Seller and Purchaser intend that the transfers of Dealer Receivables and Related Security hereunder constitute sales, conveying good title thereto free and clear of any liens and encumbrances, from Seller to Purchaser and that such property not be part of Seller’s estate or property of Seller in the event of any insolvency by Seller.  If such conveyance is deemed to be, or to be made as security for, a loan, the parties intend that Seller will be deemed to have granted and does hereby grant to Purchaser a first priority perfected security interest in all of Seller’s right, title and interest in and to the Dealer Receivables and Related Security and the related documents, and that this Agreement will constitute a security agreement under applicable law.

(g)Reassignment of Certain Related Security.  For any Vehicle as to which the Dealer Receivable has been satisfied in full by the related Dealer and for which Purchaser has not paid a Draft, Purchaser hereby agrees to reassign to Seller any security interest Purchaser may have in such Vehicle along with any documents or portions of documents assigned to Purchaser under Section 2(a) above.

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3.Payment of Adjustment Fee Amount to Purchaser.  Seller will remit to Purchaser an adjustment fee amount in respect of each Dealer Receivable purchased hereunder in immediately available funds drawn to the order of Purchaser on the 15th day of each calendar month.  The adjustment fee amount for any Dealer Receivable for any month will be calculated by multiplying the applicable Unadjusted Purchase Price by a rate equal to the Prime Rate plus .30 per cent per annum and further multiplied by a factor equal to the actual days included in the related Intransit Period during the immediately preceeding month divided by 360 days.

4.Representations, Warranties and Covenants of Seller.

(a)Relating to Seller.  Seller hereby represents and warrants to Purchaser as of the date of each sale hereunder that:

(i)Organization and Good Standing.  Seller is a corporation duly organized and validly existing and in good standing under the law of the State of Delaware and has, in all material respects, full corporate power, authority and legal right to own its properties and conduct its business as such properties are presently owned and such business is presently conducted, and to execute, deliver and perform its obligations under this Agreement.

(ii)Due Qualification.  Seller is duly qualified to do business and, where necessary, is in good standing as a foreign corporation (or is exempt from such requirement) and has obtained all necessary licenses and approvals in each jurisdiction in which the conduct of its business requires such qualification except where the failure to so qualify or obtain licenses or approvals would not have a material adverse effect on its ability to perform its obligations hereunder.

(iii)Due Authorization.  The execution and delivery of this Agreement and the consummation of the transactions provided for or contemplated by this Agreement have been duly authorized by Seller by all necessary corporate action on the part of Seller.

(iv)No Conflict.  The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof and thereof, will not conflict with, result in any breach of any of the material terms and provisions of, or constitute (with or without notice or lapse of time or both) a material default under, any indenture, contract, agreement, mortgage, deed of trust, or other instrument to which Seller is a party or by which it or its properties are bound.

(v)No Violation.  The execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement and the fulfillment of the terms hereof and thereof applicable to Seller, will not conflict with or violate any material requirements of law applicable to Seller.

(vi)No Proceedings.  There are no proceedings or, to the best knowledge of Seller, investigations, pending or threatened against Seller, before any governmental authority (A) asserting the invalidity of this Agreement, (B) seeking to

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prevent the consummation of any of the transactions contemplated by this Agreement, (C) seeking any determination or ruling that, in the reasonable judgment of Seller, would materially and adversely affect the performance by Seller of its obligations under this Agreement, (D) seeking any determination or ruling that would materially and adversely affect the validity or enforceability of this Agreement or (E) seeking to affect adversely the income tax attributes of any related securitization trust under the United States Federal or any other applicable state, local or foreign jurisdiction’s income, single business or franchise tax systems.

(vii)All Consents Required.  All appraisals, authorizations, consents, orders, approvals or other actions of any person or of any governmental body or official required in connection with the execution and delivery of this Agreement, the performance of the transactions contemplated by this Agreement, and the fulfillment of the terms hereof or thereof, have been obtained.

(viii)Enforceability.  This Agreement constitutes a legal, valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a suit at law or in equity).

(ix)Valid Transfer.  This Agreement constitutes a valid sale, transfer and assignment to Purchaser of all right, title and interest of Seller in the Dealer Receivables and the Related Security and the proceeds thereof.  Upon the filing of the financing statements with the appropriate authorities in the manner described in Section 2(d) and, in the case of the Dealer Receivables hereafter created and the proceeds thereof, upon the creation thereof, Purchaser will have a first priority perfected ownership interest in such property.  Except as otherwise provided in any contract or agreement relating to a securitization transaction, neither Seller nor any person claiming through or under Seller has any claim to or interest in the assets sold hereunder.

(b)Relating to the Dealer Receivables and Related Security.  Seller hereby represents and warrants to Purchaser as of the date of each sale hereunder that:

(i)Each Dealer Receivable and all Related Security conveyed hereunder is conveyed to Purchaser free and clear of any lien.

(ii)With respect to each Dealer Receivable and all Related Security conveyed hereunder, all consents, licenses, approvals or authorizations of or registrations or declarations with any governmental authority required to be obtained, effected or given by Seller in connection with the conveyance of such Dealer Receivable or Related Security to Purchaser have been duly obtained, effected or given and are in full force and effect.

(iii)Each Dealer Receivable and all Related Security conveyed hereunder was originated by Seller in compliance with all legal requirements and

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otherwise in accordance with its customary standards and practices applicable to comparable Vehicle sales generally to Dealers and Seller will continue to observe and comply with all covenants made in this Agreement and in the Sales and Service Agreement with respect thereto.

(iv)With respect to each Dealer Receivable and all Related Security conveyed hereunder, a finance source has been established by the related Dealer providing for an advance to such Dealer of an amount sufficient to cover in full the Invoice Amount of the related Vehicle (after giving effect to all prior advances on such finance source), which finance source has not been revoked or rescinded, and instructions for drafting against that finance source currently are in effect; provided, however, that the foregoing will not apply with respect to any Dealer that has established procedures acceptable to Ford providing for direct cash settlement by such Dealer to cover in full the Invoice Amount of the related Vehicle.

(c)Survival; Notice of Breach.  The representations and warranties set forth in this Section 4 will survive the transfer and assignment of the Dealer Receivables and Related Security to Purchaser.  Upon discovery by Seller or Purchaser of a breach of any of the representations, warranties or covenants set forth in this Section 4 or elsewhere in this Agreement, the party discovering such breach will give prompt written notice to the other party.

(d)Remedies for Breach.  Within 60 days of its discovery or its receipt of notice of any breach of representation, warranty or covenant that materially and adversely affects the value of any Dealer Receivable or Related Security, Seller will promptly cure such breach in all material respects or, if such breach cannot be cured, Seller will repurchase such Dealer Receivable and Related Security at a price equal to the Unadjusted Purchase Price paid by Purchaser in connection with the purchase of such Dealer Receivable.

5.Indemnification.  Seller will defend, indemnify, and hold harmless Purchaser from and against any and all costs, expenses, losses, damages, claims and liabilities arising out of or resulting from (i) any breach of any of Seller’s representations, warranties and covenants contained in this Agreement and (ii) the negligence, willful misfeasance or bad faith of Seller in the performance of its duties under this Agreement or by reason of reckless disregard of Seller’s obligations and duties under this Agreement, to the extent caused thereby; provided, however, that any indemnification amounts owed pursuant to this Section 5 with respect to a Dealer Receivable will give effect to and not be duplicative of any repurchase amounts paid by Seller pursuant to Section 4(d) of this Agreement.  These indemnity obligations will be in addition to any obligation that Seller may otherwise have.

6.Miscellaneous.

(a)This Agreement will be deemed to have been made under, and will be governed by and construed according to the laws of the State of Michigan, including matters of construction, validity and performance.

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(b)The terms and conditions of this Agreement may not be changed, waived, discharged or terminated orally, but only by an instrument in writing signed by the party against which enforcement of the change, waiver, discharge or termination is asserted, and then such modification, waiver or consent will be effective only in the specific instance and for the specific purpose given.

(c)This Agreement may not be assigned by Seller without the prior consent of Purchaser.  Purchaser may assign its rights, remedies, powers and privileges under this Agreement to any of its affiliates and to one or more trusts or other vehicles established in connection with securitization transactions.

(d)Seller and Purchaser each agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party to more fully to effect the purposes of this Agreement.

(e)This Agreement will inure to the benefit of and be binding upon the parties hereto and any other beneficiaries (including noteholders or other investors in a securitization trust) and their respective successors and permitted assigns.  Except as otherwise provided in this Agreement, no other person will have any right or obligation hereunder.

FORD MOTOR COMPANY		FORD MOTOR CREDIT COMPANY
By	/s/ A. M. Petach	By	/s/ D. M. Brandi
	A. M. Petach		D. M. Brandi
Title	Assistant Treasurer	Title	Assistant Treasurer

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EX-10.5

EXHIBIT 10.5

EXECUTION VERSION

FIFTH AMENDED AND RESTATED
SALE AND SERVICING AGREEMENT

among

FORD CREDIT FLOORPLAN CORPORATION,
as Depositor

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer

and

FORD MOTOR CREDIT COMPANY LLC,
as Servicer

Dated as of August 1, 2001,
as amended and restated as of December 1, 2010

TABLE OF CONTENTS

ARTICLE I	USAGE AND DEFINITIONS	1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Amendment and Restatement	1
ARTICLE II	SALE OF RECEIVABLES	2
Section 2.1.	Sale of Receivables	2
Section 2.2.	Acceptance by Issuer	4
Section 2.3.	Representations and Warranties of Depositor Relating to Itself and this Agreement	4
Section 2.4.	Representations and Warranties of Depositor Relating to Sold Receivables and Accounts	6
Section 2.5.	Covenants of Depositor	9
Section 2.6.	Designation of Additional Accounts	10
Section 2.7.	Redesignation of Eligible Accounts	13
Section 2.8.	Redesignation of in Ineligible Accounts	15
Section 2.9.	Sale of Ineligible Receivables	16
Section 2.10.	Exchanges of Certain Receivables	16
Section 2.11.	Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements	16
ARTICLE III	ADMINISTRATION AND SERVICING OF RECEIVABLES	16
Section 3.1.	Acceptance of Appointment and Other Matters Relating to Servicer	16
Section 3.2.	Servicing Compensation	18
Section 3.3.	Representations, Warranties and Covenants of Servicer	19
Section 3.4.	Preparation of Monthly Investor Reports	22
Section 3.5.	Annual Statements as to Compliance	22
Section 3.6.	Report on Assessment of Compliance with Servicing Criteria and Attestation	22
Section 3.7.	Notices to Ford Credit	23
Section 3.8.	Adjustments	23
Section 3.9.	Reports to Securities and Exchange Commission	23
ARTICLE IV	OTHER MATTERS RELATING TO DEPOSITOR	24
Section 4.1.	Liability of Depositor	24
Section 4.2.	Merger or Consolidation of, or Assumption of, Obligations of Depositor	24
Section 4.3.	Depositor Indemnification of Issuer and Trustees	24
ARTICLE V	OTHER MATTERS RELATING TO SERVICER	25
Section 5.1.	Liability of Servicer	25
Section 5.2.	Merger or Consolidation of, or Assumption of, Obligations of Servicer	26
Section 5.3.	Servicer Indemnification of Issuer and Trustees	26
Section 5.4.	Resignation of Servicer	27
Section 5.5.	Access to Certain Documentation and Information Regarding Sold Receivables	27

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Section 5.6.	Marking of Records	27
ARTICLE VI	SERVICER TERMINATION EVENTS	27
Section 6.1.	Servicer Termination Events	27
Section 6.2.	Appointment of Successor Servicer	29
Section 6.3.	Notice to Noteholders	32
ARTICLE VII	TERMINATION	32
Section 7.1.	Termination of Agreement	32
ARTICLE VIII	MISCELLANEOUS PROVISIONS	32
Section 8.1.	Amendment; Waiver of Past Defaults	32
Section 8.2.	Protection of Right, Title and Interest to Trust Property	33
Section 8.3.	Tax Treatment	34
Section 8.4.	Notices	34
Section 8.5.	Third Party Beneficiaries	35
Section 8.6.	GOVERNING LAW	35
Section 8.7.	Submission to Jurisdiction	35
Section 8.8.	WAIVER OF JURY TRIAL	35
Section 8.9.	Severability	35
Section 8.10.	Counterparts	36
Section 8.11.	Headings	36
Section 8.12.	No Waiver; Cumulative Remedies	36
Section 8.13.	Agent for Service of Process	36
Section 8.14.	No Petition	36
Section 8.15.	Further Assurances	37
Section 8.16.	Rule 144A Information	37
Section 8.17.	Action by Owner Trustee or Indenture Trustee	37
Section 8.18.	Limitation of Liability of Owner Trustee	37

Schedule A	Account Schedule	SA-1
Schedule B	Notice Addresses	SB-1
Appendix A	Usage and Definitions	AA-1
Exhibit A	Form of Assignment of Receivables in Additional Accounts	EA-1
Exhibit B	Form of Opinion of Counsel Regarding Amendments	EB-1
Exhibit C	Form of Opinion of Counsel Regarding Additional Accounts	EC-1
Exhibit D	Form of Reassignment of Receivables in Redesignated Accounts	ED-1

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FIFTH AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (this “Agreement”), among FORD CREDIT FLOORPLAN CORPORATION, a Delaware corporation (“FCF Corp”), as Depositor, FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as Issuer, and FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer.

BACKGROUND

The parties to this Agreement intend to amend and restate the Sale and Servicing Agreement, dated as of August 1, 2001, as previously amended and restated as of December 19, 2002, September 1, 2005, May 1, 2008 and October 1, 2009, among the parties on the terms and conditions contained in this Agreement.

Pursuant to this Agreement, the parties have provided for the sale by the Depositor to the Issuer of certain Receivables originated in the Accounts and for the servicing of such Receivables by the Servicer.  Such Receivables have been purchased by the Depositor from Ford Credit, as Seller, pursuant to the Receivables Purchase Agreement and, upon the sale of such Receivables by the Depositor to the Issuer pursuant to this Agreement, will secure the Notes issued by the Issuer from time to time under the Indenture and the Indenture Supplements.

Pursuant to a sale and servicing agreement among FCF LLC, the Issuer and the Servicer, FCF LLC has also agreed to sell to the Issuer receivables that have been purchased by FCF LLC under a separate receivables purchase agreement between it and the Seller, and such receivables will also secure the Notes to be issued by the Issuer.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A.  Appendix A also contains rules as to usage applicable to this Agreement.  Appendix A is incorporated by reference into this Agreement.

Section 1.2.Amendment and Restatement.  This Agreement amends and restates in full the Fourth Amended and Restated Transfer and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of October 1, 2009, between the parties with effect as of the date of this Agreement, and it is confirmed by the parties that (a) all prior actions made pursuant to such Fourth Amended and Restated Transfer and Servicing Agreement are effective as if made under this Agreement on the date made, and (b) no provision of this Agreement is intended to result in the duplication of any such prior action of any party.  Notwithstanding the foregoing, to the extent that any amendment to the Fourth Amended and Restated Transfer and Servicing Agreement, as set out in this Agreement, would reasonably be expected to have an Adverse Effect on the Noteholders of a Series issued before the date of this Agreement or would not otherwise be permitted, as determined by a court of competent jurisdiction, then such amendment will not be effective as against such Noteholders and the corresponding provision of

the Fourth Amended and Restated Transfer and Servicing Agreement, will continue to govern as it relates to such Noteholders and such Series.

ARTICLE II
SALE OF RECEIVABLES

Section 2.1.Sale of Receivables.

(a)The Depositor sells and assigns, without recourse (except as provided in this Agreement), to the Issuer, for the benefit of the Noteholders, the following property on and as of the dates specified below:

(i)on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Depositor at the close of business on the Cutoff Date, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement;

(ii)on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Depositor at the close of business on the applicable Additional Cutoff Date, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement; and

(iii)on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivables owned by the Depositor at the close of business on the applicable Sale Date and not previously sold to the Issuer pursuant to this Agreement, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement.

(b)The foregoing sales, and any subsequent sales of additional assets, do not constitute, and are not intended to result in, the creation or an assumption by the Issuer or the Owner Trustee of any obligation of the Depositor, the Servicer, the Seller, Ford or any other Person in connection with the Accounts, the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford.  The foregoing sales are not sales of the Accounts, but rather are sales of the Sold Receivables originated in the Accounts.

(c)In connection with the foregoing sales, the Depositor will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the

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Depositor for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Issuer, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Issuer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts.  The Owner Trustee will be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales if the Issuer has appointed the Administrator to act in such capacity.

(d)The Depositor and the Issuer intend that all transfers of Sold Receivables under this Agreement constitute valid sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan.  However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers as security for a loan, then (i) the Depositor will have Granted, and Grants, to the Issuer a security interest in each Sold Receivable and the Related Security whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement.  For tax purposes, the Depositor and the Issuer intend that all sales of Sold Receivables under this Agreement constitute transfers of such Sold Receivables as security for a loan.

(e)On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Depositor will, at its own expense:

(i)cause the Seller to indicate in its computer files as required by the Receivables Purchase Agreement, that the Sold Receivables and the Related Security have been (A) sold and assigned to the Depositor pursuant to the related Receivables Purchase Agreement, (B) sold and assigned by the Depositor to the Issuer pursuant to this Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements;

(ii)in the case of the Initial Accounts, deliver (or cause the Seller to deliver) to the Owner Trustee the Initial Account Schedule; and

(iii)in the case of Additional Accounts, deliver (or cause the Seller to deliver) to the Owner Trustee an Additional Account Schedule.

(f)On or prior to April 30th of each year, or upon the request of the Owner Trustee or the Indenture Trustee, the Depositor will deliver (or cause the Seller to deliver) to the Owner Trustee and the Indenture Trustee the entire Account Schedule.

(g)The Account Schedule, as amended, supplemented or otherwise modified from time to time will be marked as Schedule A and is incorporated into and made a part of this

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Agreement.  Neither the Indenture Trustee nor the Owner Trustee are under any obligation to verify the accuracy or completeness of the Account Schedule at any time.

Section 2.2.Acceptance by Issuer.  The Issuer accepts all right, title and interest previously held by the Depositor to the property, now existing and hereafter created, conveyed to the Issuer pursuant to Section 2.1.  The Issuer confirms that, on or before the first Closing Date, it received the Initial Account Schedule.

Section 2.3.Representations and Warranties of Depositor Relating to Itself and this Agreement.

(a)Representations and Warranties.  The Depositor represents and warrants to the Issuer (and agrees that the Owner Trustee and the Indenture Trustee may conclusively rely on each such representation and warranty in accepting the Sold Receivables on behalf of the Issuer and in authenticating the Notes, respectively) as of each Closing Date (unless another date is specified below) that:

(i)Organization and Qualification.  The Depositor is duly organized and validly existing as a corporation or other legal entity in good standing under the laws of its jurisdiction of organization.  The Depositor is qualified as a foreign corporation or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals could not reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.

(ii)Power, Authorization and Enforceability.  The Depositor has the power and authority to execute, deliver and perform the terms of each of the Transaction Documents to which it is a party and to acquire, own and sell the Sold Receivables and the other Trust Property and has duly authorized the sale of the Receivables and other Trust Property to the Issuer by all necessary action.  The Depositor has authorized the execution, delivery and performance of the terms of each of the Transaction Documents to which it is a party.  Each of the Transaction Documents to which the Depositor is a party is the legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)No Conflicts and No Violation.  The consummation of the transactions contemplated by the Transaction Documents to which the Depositor is a party and the fulfillment of the terms of the Transaction Documents to which the Depositor is a party will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Depositor is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than this Agreement), (C)

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violate the Organizational Documents of the Depositor, or (D) violate any law or, to the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under the Transaction Documents to which it is a party.

(iv)No Proceedings.  To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Depositor or its properties: (A) asserting the invalidity of any of the Transaction Documents or any of the Notes, (B) seeking to prevent the issuance of any of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of, any of the Transaction Documents or any of the Notes, or (D) relating to Ford Credit or the Depositor that would reasonably be expected to (1) affect the treatment of any of the Notes as indebtedness for U.S. federal income tax purposes, (2) be deemed to cause a taxable exchange of any of the Notes for U.S. federal income tax purposes, or (3) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than such proceedings that would not reasonably be expected to have a material adverse effect upon the Depositor or materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or any of the Notes, or materially and adversely affect the tax treatment of the Issuer or any of the Notes.

(v)Valid Sale.  This Agreement or the related Assignment constitutes a valid sale and assignment to the Issuer of all right, title and interest of the Depositor in, to and under the Sold Receivables originated in the Initial Accounts or the Additional Accounts, as applicable, and the Related Security and the proceeds thereof and all of the Depositor’s rights, remedies, powers and privileges with respect to the Sold Receivables under the Receivables Purchase Agreement and, in each case, upon the filing of the financing statements described in Section 2.1(c) and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Issuer will have a first priority perfected ownership interest in such property, subject to Permitted Liens.  Except as otherwise provided in this Agreement or the other Transaction Documents, neither the Depositor nor any Person claiming through or under it has any claim to or interest in the Trust Property.

(b)Reassignment upon Breach.  The representations and warranties in Section 2.3(a) survive the sale and assignment of the Sold Receivables and Related Security to the Issuer.  Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any of these representations and warranties, the party discovering such breach will give prompt notice to the other parties.  If any breach by the Depositor of a representation or warranty in Section 2.3(a) has a material adverse effect on the Sold Receivables, then the Issuer

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or the Indenture Trustee, by notice to the Depositor, may require the Depositor to accept reassignment of all the Sold Receivables on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the Depositor, or receipt by the Depositor of notice of such breach from the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period the representations and warranties in Section 2.3(a) are then true and correct in all material respects and any material adverse effect on the Sold Receivables caused by such breach has been cured.  Notice of the reassignment of the Sold Assets pursuant to this Section 2.3(b) will be contained in the Monthly Investor Report for the Collection Period in which such reassignment occurs.

(c)Consideration for Reassignment.  In consideration for the reassignment of the Sold Assets required by Section 2.3(b), the Depositor will deposit an amount equal to its pro rata portion of the sum of the Reassignment Amounts for each Series into the Collection Account on the Business Day preceding the Payment Date occurring during the Collection Period in which such reassignment is to occur, and such amount will be paid to the Noteholders on such Payment Date in accordance with the Indenture and each Indenture Supplement in payment of the Notes, and will result in a corresponding increase in the Depositor Interest.  Upon the Depositor’s payment of its pro rata portion of the sum of the Reassignment Amounts, the Issuer will without further action be deemed to sell and assign to the Depositor, with effect as of the date such reassignment occurs and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under the Sold Assets.  In connection with any such reassignment, the Owner Trustee will upon Issuer Order, at the Depositor’s expense, execute such documents and take such other actions as are reasonably requested by the Depositor to effect the conveyance of such Sold Assets pursuant to this Section 2.3(c).  The obligation of the Depositor to accept such reassignment and make the required deposit into the Collection Account pursuant to this Section 2.3(c) constitutes the sole remedy for a breach specified in Section 2.3(b) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.4.Representations and Warranties of Depositor Relating to Sold Receivables and Accounts.

(a)Representations and Warranties.  The Depositor represents and warrants to the Issuer that:

(i)As of the first Closing Date, any Addition Date or any Sale Date, as the case may be, the Sold Receivables and the Related Security sold to the Issuer on such date, are free and clear of any Lien, other than Permitted Liens, and all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by it in connection with the sale of such Sold Receivables and Related Security have been duly obtained, effected or given and are in full force and effect.

(ii)Each (A) Initial Account was an Eligible Account as of the Cutoff Date, (B) Additional Account is an Eligible Account as of the applicable Additional Cutoff Date and (C) Account is an Eligible Account as of each Series Cutoff Date.

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(iii)As of the first Closing Date, any Addition Date or any Sale Date, as the case may be, each Sold Receivable sold to the Issuer on such date, is an Eligible Receivable or, if such Sold Receivable is not an Eligible Receivable, such Sold Receivable is being sold in accordance with Section 2.9.

(iv)As of the first Closing Date or any Addition Date, as the case may be, no selection procedures reasonably believed by the Depositor to be adverse to the interests of the Noteholders were used in selecting such Initial Accounts or Additional Accounts, as applicable.

(v)As of the Cutoff Date, the Initial Account Schedule was true and correct in all material respects.  As of the applicable Additional Cutoff Date, the Additional Account Schedule was true and correct in all material respects.  As of the applicable Redesignation Date, the Redesignated Account Schedule was true and correct in all material respects.

(b)Representations and Warranties as to Security Interest.  If the transfer of the Sold Receivables is characterized as a transfer as security for a loan as described in Section 2.1(d), the Depositor represents and warrants to the Issuer that:

(i)Except as may be permitted in the Transaction Documents, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Assets in favor of the Issuer, which security interest is prior to all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Depositor.

(ii)The Seller has represented that it has taken all steps necessary to perfect the security interest against each obligor in the Vehicles securing the Receivables.

(iii)The Sold Assets constitute “tangible chattel paper,” “accounts,” “payment intangibles” and/or “general intangibles” within the meaning of the applicable UCC.

(iv)Immediately prior to its transfer under this Agreement, the Depositor owned and had good and marketable title to the Sold Assets free and clear of any Lien other than Permitted Liens.  The Depositor has received all consents and approvals required by the terms of the Sold Assets to Grant to the Issuer all of its interest and rights in the Sold Assets, except to the extent that any requirement for consent or approval is rendered ineffective under the applicable UCC.

(v)The Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest Granted in the Sold Assets to the Issuer.  Ford or Ford Credit has in its possession all original copies of the sale or financing agreements that constitute or evidence the Receivables and will hold all such agreements or related documents for the benefit of the Indenture Trustee, on behalf of the Secured Parties of the Issuer.  Such agreements do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

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(vi)Other than the security interest Granted to the Issuer pursuant to this Agreement or in connection with any Permitted Lien, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Sold Assets.  The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering any part of the Sold Assets, other than any financing statements relating to the security interest Granted to the Issuer or financing statements relating to Permitted Liens.  The Depositor is not aware of any judgment or tax lien filings against it.

(vii)All financing statements filed or to be filed against the Depositor, or any assignor of which the Depositor is the assignee, in favor of the Issuer in connection with this Agreement describing the Sold Assets contain a statement substantially to the following effect: “The purchase of or grant of a security interest in any collateral described in this financing statement will violate the rights of the Secured Parties.”

The representations and warranties in this Section 2.4(b) will survive the termination of this Agreement and (ii) may not be waived by the Issuer or the Indenture Trustee.

(c)Reassignment upon Breach.  The representations and warranties in Section 2.4(a) and (b) survive the sale and assignment of the Sold Receivables and the Related Security to the Issuer.  Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any of these representations and warranties, the party discovering such breach will give prompt notice to the other parties.  If any breach by the Depositor of a representation or warranty in Section 2.4(a) or (b) has a material adverse effect on a Sold Receivable, then the Depositor will accept reassignment of such Sold Receivable on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the Depositor, or receipt by the Depositor of notice of such breach from the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period, the representations and warranties in Section 2.4(a) and (b) are then true and correct in all material respects and any material adverse effect on such Sold Receivable caused by the breach has been cured.  Notice of the reassignment of a Sold Receivable pursuant to this Section 2.4(c) will be contained in the Monthly Investor Report for the Collection Period in which such reassignment occurs.

(d)Consideration for Reassignment.  In consideration for the reassignment of a Sold Receivable required by Section 2.4(c), the Depositor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Sold Receivable from the Pool Balance on the date such reassignment occurs and the Depositor Amount will be decreased by the amount of such deduction.  If, following such deduction, the Depositor Amount is less than the Required Depositor Amount on the preceding Determination Date (after giving effect to the allocations, payments, withdrawals and deposits to be made on the following Payment Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Depositor will deposit the amount by which the Depositor Amount would be less than such Required Depositor Amount (up to the principal amount of such Sold Receivable) into the Excess Funding Account; provided, however, that if such amount is not deposited, then the principal amount of such Sold Receivable will be deducted from the Pool Balance to the extent that the Depositor Amount is not reduced below the Required Depositor Amount and such Sold Receivable will not be

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reassigned to the Depositor and will remain part of the Trust Property.  After deduction or deposit by the Depositor, as applicable, the Issuer will without further action be deemed to sell and assign to the Depositor, with effect as of the date such reassignment occurs and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under such Sold Receivable and the Related Security.  In connection with any such reassignment, the Owner Trustee will, at the Depositor’s expense, execute such documents and take such other actions as are reasonably requested by the Depositor to effect the conveyance of such Sold Receivable pursuant to this Section 2.4(d).  The obligation of the Depositor to accept reassignment of any such Sold Receivable and to make the deductions or deposits, as applicable, pursuant to this Section 2.4(d) constitutes the sole remedy for a breach specified in Section 2.4(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.5.Covenants of Depositor.  The Depositor covenants to the Issuer that:

(a)No Liens.  Except for the conveyances provided or permitted in this Agreement or the other Transaction Documents, the Depositor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on, any Sold Receivable or any Related Security, or the Depositor’s rights, remedies, powers or privileges with respect to such Sold Receivables under the Receivables Purchase Agreement, and the Depositor will defend the right, title and interest of the Issuer and the Indenture Trustee in, to and under such Sold Receivables and the Related Security, against all claims of third parties claiming through or under the Depositor.

(b)Certain Allocations of Collections.  The Depositor agrees that, subject to Applicable Law and any related Floorplan Financing Agreement, it will allocate Collections in respect of each Account between the Receivables owned by the Issuer and the Receivables that are not owned by the Issuer as follows:

(i)Principal Collections will be allocated to the Receivable that relates to the Vehicle whose sale or lease generated such Collections; and

(ii)Interest Collections will be allocated to the Issuer on the basis of the ratio of the principal amount of the Receivables in such Account owned by the Issuer on the date of determination to the total principal amount of Receivables in such Account on such date.

(c)Delivery of Collections.  If the Depositor, the Seller or any of their Affiliates receives payments in respect of the Sold Receivables, the Depositor or the Seller, as applicable, will pay or cause to be paid to the Servicer all such payments no later than two Business Days after receipt and application to the Sold Receivables.

(d)Notice of Liens.  The Depositor will notify the Owner Trustee and the Indenture Trustee promptly after becoming aware of any Lien on any Sold Receivable, other than Permitted Liens.

(e)Compliance with Law.  The Depositor will comply in all material respects with Applicable Law.

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(f)Depositor Interest.  Except for (i) the conveyances under this Agreement, in connection with any transaction permitted by Section 4.2 and as provided in Section 2.2 of the Indenture or (ii) conveyances with respect to which the Rating Agency Condition has been satisfied and an Opinion of Counsel to the effect that the conveyances will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes has been delivered, the Depositor agrees not to sell, transfer or assign or pledge, hypothecate or otherwise grant a Lien in the Depositor Interest owned by it and any such attempted sale, transfer, assignment, pledge, hypothecation or grant will be void; provided, however, that nothing in this Section 2.5(f) prevents the owner of an interest in the Depositor Interest from granting to an Affiliate a participation interest or other beneficial interest in the rights to receive cash flows related to its interest in the Depositor Interest so long as (A) such interest does not grant such Affiliate any rights in, or delegate to such Affiliate any obligations or duties under, this Agreement, (B) the transferor of such interest obtains the prior consent of the Depositor and (C) after giving effect to such transfer, the interest in the Depositor Interest owned directly by the Depositor, together with the interests of any other Depositors that are Affiliates of Ford Credit, represent an ownership interest in the Trust Property equal to at least 2% of the Adjusted Pool Balance.

(g)Compliance with Indenture, etc.  The Depositor will observe and perform all obligations, duties, covenants and agreements contained in the Indenture or any Indenture Supplement and expressed in such documents to be observed or performed by the Depositor as if the Depositor were a party to the Indenture or such Indenture Supplement, as applicable.

(h)Delivery of Documents.  The Depositor will provide to the Servicer all Floorplan Financing Agreements and all other documents in its possession or control that evidence the Receivables and all other documents that are required by the Servicer in the performance of its duties under this Agreement.

Section 2.6.Designation of Additional Accounts.

(a)Required Addition.  If, at the end of any Collection Period, the Net Adjusted Pool Balance is less than the Required Pool Balance, then the Depositor will, within ten Business Days following the end of such Collection Period, designate additional Eligible Accounts as Additional Accounts such that, after giving effect to the sale to the Issuer on the applicable Addition Date of all Sold Receivables in such Additional Accounts, the Net Adjusted Pool Balance on such Addition Date will be at least equal to the Required Pool Balance.  The failure of the Depositor to sell Sold Receivables to the Issuer as provided in this Section 2.6(a) solely as a result of the unavailability of a sufficient amount of Receivables will not constitute a breach of this Agreement; provided, however, that any such failure will nevertheless result in the occurrence of a Trust Amortization Event.

(b)Optional Addition.  The Depositor may from time to time, at its sole discretion, designate additional Eligible Accounts as Additional Accounts and sell to the Issuer the Sold Receivables and the Related Security originated in such Additional Accounts.  In addition to the conditions specified in Section 2.6(c), any additional Eligible Accounts designated by the

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Depositor pursuant to this Section 2.6(b) will be subject to the satisfaction of the Rating Agency Condition if, as a result of such addition, either:

(i)the aggregate number of Additional Accounts designated pursuant to this Section 2.6(b) and any similar provision in any other Sale and Servicing Agreement in any calendar quarter or the aggregate principal amount of Receivables originated in such Additional Accounts as of the related Additional Cutoff Dates in such calendar quarter exceeds 10% of the number of all Accounts or 10% of the Pool Balance, respectively, on the first day of such calendar quarter; or

(ii)the aggregate number of Additional Accounts designated pursuant to this Section 2.6(b) and any similar provision in any other Sale and Servicing Agreement in any calendar year or the aggregate principal amount of Receivables originated in such Additional Accounts as of the related Additional Cutoff Dates in such calendar year exceeds 20% of the number of all Accounts or 20% of the Pool Balance, respectively, on the first day of such calendar year.

(c)Conditions.  The Depositor is permitted to sell to the Issuer the Sold Receivables originated in any Additional Accounts designated pursuant to Section 2.6(a) or (b) only upon satisfaction of each of the following conditions on or before the related Addition Date:

(i)the Depositor has delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Addition Notice not less than two Business Days and not more than 30 days before the related Addition Date;

(ii)the Depositor has delivered to the Owner Trustee an Assignment and the Additional Account Schedule in accordance with Section 2.1(e);

(iii)the Depositor has delivered to the Servicer all Collections related to such Additional Accounts relating to the time period on or after the Additional Cutoff Date;

(iv)the Depositor has represented and warranted to the Issuer that:

(A)as of the date of the Addition Notice and the Addition Date, none of the Seller, the Depositor or the Servicer is insolvent or will be made insolvent by such sale and none of them is aware of any events or circumstances that could reasonably be expected to lead to its insolvency; and

(B)the addition of the Sold Receivables originated in such Additional Accounts will not, in the reasonable belief of the Depositor, cause an Amortization Event to occur;

(v)the Depositor has delivered to the Owner Trustee and the Indenture Trustee (A) an Opinion of Counsel with respect to the Sold Receivables in the Additional Accounts substantially in the form of Exhibit C and (B) an Opinion of Counsel to the effect that such addition will not (1) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (2) cause the Issuer to be treated as an

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association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; and

(vi)the Depositor has delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating that the conditions in clauses (i) through (v) above have been satisfied.

(d)Reassignment upon Breach.  By the delivery of an Assignment for the designation of Additional Accounts pursuant to this Section 2.6, the Depositor will be deemed to make the representations and warranties in Section 2.6(c)(iv).  These representations and warranties survive the sale and assignment of the Sold Receivables and Related Security to the Issuer.  Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any representation or warranty in Section 2.6(c)(iv), the party discovering such breach will give prompt notice to the other parties.  If any breach by the Depositor of a representation or warranty in Section 2.6(c)(iv) has a material adverse effect on the Sold Receivables, then the Issuer or the Indenture Trustee, by notice to the Depositor, may require the Depositor to accept reassignment of all or such portion of the Sold Receivables originated in the Additional Accounts designated by the Depositor to the Issuer pursuant to this Section 2.6 sufficient to cure such breach on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the Depositor, or receipt by the Depositor of notice of any such breach given by the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period, the representations and warranties of the Depositor in Section 2.6(c)(iv) are then true and correct in all material respects and any material adverse effect on the Sold Receivables caused by such breach has been cured.  Notice of the reassignment of a Sold Receivable pursuant to this Section 2.6(d) will be contained in the Monthly Investor Report for the Collection Period in which such reassignment occurs.

(e)Consideration for Reassignment.  In consideration for the reassignment of a Sold Receivable pursuant to Section 2.6(d), the Depositor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Sold Receivable from the Pool Balance on the date such reassignment occurs and the Depositor Amount will be decreased by the amount of such deduction.  If, following such deduction, the Depositor Amount is less than the Required Depositor Amount on the preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the following Payment Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Depositor will deposit the amount by which the Depositor Amount would be less than such Required Depositor Amount (up to the principal amount of such Sold Receivable) into the Excess Funding Account; provided, however, that if such amount is not deposited, then the principal amount of such Sold Receivable will be deducted from the Pool Balance to the extent that the Depositor Amount is not reduced below the Required Depositor Amount and such Sold Receivable will not be reassigned to the Depositor and will remain part of the Trust Property.  After deduction or deposit by the Depositor, as applicable, the Issuer will without further action be deemed to sell and assign to the Depositor, with effect as of the date such reassignment occurs and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under such Sold Receivable and the Related Security.  In connection with any such reassignment, the Owner Trustee will, at the Depositor’s expense, execute such documents and take such other actions as

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are reasonably requested by the Depositor to effect the conveyance of such Sold Receivable pursuant to this Section 2.6(e).  The obligation of the Depositor to accept reassignment of any such Sold Receivable and to make the deductions or deposits, as applicable, pursuant to this Section 2.6(e) constitutes the sole remedy for a breach specified in Section 2.6(d) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.7.Redesignation of Eligible Accounts.

(a)Optional Redesignation.  The Depositor may from time to time, at its sole discretion, redesignate any Eligible Accounts as Redesignated Accounts and accept reassignment of, and thereby remove from the Trust Property, all Sold Receivables and Related Security in connection with such Redesignated Accounts.

(b)Conditions.  Any redesignation of Accounts as provided in Section 2.7(a) is subject to the satisfaction of the following conditions:

(i)the Depositor (or the Servicer on its behalf) has delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies a Redesignation Notice not less than two Business Days and not more than 30 days before the applicable Redesignation Date;

(ii)the Depositor has delivered to the Servicer a notice directing the Servicer to select as Redesignated Accounts, Eligible Accounts designated to the Issuer pursuant to this Agreement or any other Sale and Servicing Agreement with an aggregate principal amount of Receivables approximately equal the principal amount of Receivables specified by the Depositor to be removed from the Trust Property on the applicable Redesignation Date;

(iii)the Depositor (or the Servicer on its behalf) has, on or before the applicable Redesignation Date, delivered to the Owner Trustee and the Indenture Trustee the applicable Redesignated Account Schedule;

(iv)the Depositor has represented and warranted to the Issuer that:

(A)the redesignation of any such Eligible Accounts on the applicable Redesignation Date and the reassignment of the related Sold Receivables will not, in the reasonable belief of the Depositor, cause an Amortization Event to occur;

(B)the redesignation of any such Eligible Accounts on the applicable Redesignation Date and the reassignment of the related Sold Receivables will not, in the reasonable belief of the Depositor, cause the Net Adjusted Pool Balance to be less than the Required Pool Balance; and

(C)the Eligible Accounts selected as Redesignated Accounts were not chosen through a selection process that was materially adverse to the interests of the Noteholders or the holders of the Depositor Interest;

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(v)the Depositor has, on or before the applicable Redesignation Date, delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel to the effect that such redesignation will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; and

(vi)the Depositor has delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating that the conditions in clauses (i) through (v) above have been satisfied.

On the Redesignation Date for any such Redesignated Account, all right, title and interest of the Issuer in, to and under the related Sold Receivables and Related Security, will be deemed sold and assigned to the Depositor without recourse, representation or warranty and removed from the Trust Property for all purposes and in consideration for such conveyance the Depositor Interest will be reduced by the aggregate principal amount of such Sold Receivables.  After such Redesignation Date and upon the request of the Depositor, the Owner Trustee will deliver to the Depositor a Reassignment.

(c)Reconveyance upon Breach.  By accepting a redesignation of Accounts pursuant to this Section 2.7, the Depositor will be deemed to make the representations and warranties in Section 2.7(b)(iv).  These representations and warranties survive the reassignment of the related Sold Receivables and Related Security from the Issuer.  Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any representation or warranty in Section 2.7(b)(iv), the party discovering such breach will give prompt notice to the other parties.  If any breach by the Depositor of a representation or warranty in Section 2.7(b)(iv) has a material adverse effect on the remaining Sold Receivables, then the Depositor will reconvey to the Issuer all the related Sold Receivables and Related Security, including all amounts received by the Depositor in respect of such Sold Receivables from the date of the redesignation that gave rise to such breach, through the date of return, on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the Depositor, or receipt by the Depositor of notice of any such breach given by the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period, the representations and warranties of the Depositor in Section 2.7(b)(iv) are then true and correct in all material respects and any material adverse effect on the remaining Sold Receivables caused by such breach has been cured.  Upon any such reconveyance, the original redesignation of the related Accounts will be deemed void and of no effect for all purposes under this Agreement and the other Transaction Documents.  In the case of any material breach of a representation or warranty in Section 2.7(b)(iv)(B), the Depositor may also cure such breach by designating Additional Accounts pursuant to Section 2.6(b), in lieu of or in combination with a reconveyance of the related Sold Receivables and related proceeds provided in the preceding sentence.  Notice of the reconveyance of Sold Receivables pursuant to this Section 2.7(c) will be contained in the Monthly Investor Report for the Collection Period in which such reconveyance occurs.

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Section 2.8.Redesignation of Ineligible Accounts.

(a)On the first day of the Collection Period following the date on which the Servicer’s records indicate that an Account has become an Ineligible Account, the Depositor will be required to redesignate such Account as a Redesignated Account in the manner provided in Section 2.8(b) or (c), as applicable.

(b)With respect to each Performance Impaired Ineligible Account, the Depositor (or the Servicer on its behalf) will:

(i)by the Determination Date occurring in the month in which the Redesignation Date for such Account occurs, deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies a Redesignation Notice specifying the Redesignation Date (which notice may be incorporated into the related Monthly Investor Report, in which case the Redesignation Date will be deemed to be the first day of the related Collection Period);

(ii)by the Determination Date occurring in the month in which the Redesignation Date for such Account occurs, deliver to the Owner Trustee and the Indenture Trustee the applicable Redesignated Account Schedule; and

(iii)from and after the applicable Redesignation Date, cease to sell to the Issuer any and all Sold Receivables originated in the Redesignated Account; provided, however, that the Sold Receivables that were sold to the Issuer before such Redesignation Date may, at the sole option of the Servicer, acting on behalf of the Issuer, (A) be reassigned by the Issuer to the Depositor together with the related Redesignated Account, but only if the aggregate principal amount of Sold Receivables so reassigned to either Depositor during the 12-month period ending on such Redesignation Date does not exceed 3.0% of the average Pool Balance for such 12-month period or (B) remain in the Issuer as Trust Property.

In consideration of any such reassignment, the Depositor Interest will be reduced by the aggregate principal amount of such reassigned Sold Receivables.

(c)With respect to each Ineligible Account other than a Performance Impaired Ineligible Account, the Depositor (or the Servicer on its behalf) will:

(i)by the Determination Date occurring in the month in which the Redesignation Date for such Account occurs, deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies a Redesignation Notice specifying such Redesignation Date (which notice may be incorporated into the related Monthly Investor Report, in which case the Redesignation Date will be deemed to be the first day of the related Collection Period); and

(ii)by the Determination Date occurring in the month in which the Redesignation Date for such Account occurs, deliver to the Owner Trustee and the Indenture Trustee the applicable Redesignated Account Schedule.

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On the Redesignation Date with respect to any such Redesignated Account, all the related Sold Receivables and Related Security will be deemed sold and assigned to the Depositor without recourse, representation or warranty and removed from the Trust Property for all purposes and in consideration for such conveyance the Depositor Interest will be reduced by the aggregate principal amount of such Purchased Receivables.  After such Redesignation Date and upon the request of the Depositor, the Owner Trustee will deliver to the Depositor a Reassignment.

Notwithstanding the foregoing, the Depositor may, for administrative convenience, remove from the Account Schedule Accounts for which the financing has been terminated and that have an outstanding balance of zero without delivering a Redesignation Notice, Redesignated Account Schedule or a Reassignment.  The Depositor (or the Servicer) will reflect such removals on each Account Schedule delivered pursuant to Section 2.1(e).

Section 2.9.Sale of Ineligible Receivables.  The Depositor may, at its sole option, sell to the Issuer on each Sale Date all or any portion of the Ineligible Receivables originated in any Account; provided, however, that the Depositor will not sell to the Issuer any Ineligible Receivables that are ineligible due to a failure to satisfy the condition specified in clause (a)(ii) of the definition of “Eligible Receivable”; and provided, further, that (i) on the applicable Sale Date, such Account is an Eligible Account and (ii) the Incremental Subordinated Amount is adjusted in accordance with the Indenture Supplements.

Section 2.10.Exchanges of Certain Receivables.  If, at the end of the In-Transit Period for any Receivable described in clause (a) of the definition of “Receivable” (such Receivable, being an “Exchangeable Receivable”), a new Receivable described in clause (d) of the definition of “Receivable” originated in the related Account with respect to the same New Vehicle is sold to the Issuer by the Depositor in accordance with this Agreement, then such Exchangeable Receivable will be deemed to have been paid in full and exchanged for such new Receivable on the date the new Receivable is sold to the Issuer (such date being an “Exchange Date”).

Section 2.11.Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements.  Prepayments made by a Dealer to the Seller under a Cash Management Agreement will be treated as Principal Collections and, in accordance with the Floorplan Financing Guidelines, the aggregate principal amount of Receivables in the related Account will decrease by the amount of such prepayment.  Conversely, any advances to such Dealer made by the Seller under a Cash Management Agreement will be treated as a supplemental advance to such Dealer and, in accordance with the Floorplan Financing Guidelines, the aggregate principal amount of Receivables in the related Account will increase by the amount of such supplemental advance.

ARTICLE III
ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 3.1.Acceptance of Appointment and Other Matters Relating to Servicer.

(a)The Servicer will service, manage, administer and make collections on the Receivables, all in accordance with its servicing procedures for servicing dealer floorplan

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receivables comparable to the Receivables that the Servicer services for its own account or others and in accordance with the Floorplan Financing Guidelines.  The Servicer has full power and authority, acting alone or through any party properly designated by it under this Agreement, to do any and all things in connection with such servicing and administration that it may deem necessary or desirable.  Without limiting the generality of the foregoing, the Servicer is authorized and empowered to do any of the following:

(i)to make deposits into the Collection Account and to instruct the Indenture Trustee or the Owner Trustee to make withdrawals and payments from the Collection Account, the Excess Funding Account and any Series Account as set forth in this Agreement, the Indenture or any Indenture Supplement and, in connection with the foregoing, perform all calculations (including any allocations of funds and other amounts) required to be performed by the Servicer as provided in this Agreement, the Indenture or any Indenture Supplement;

(ii)to execute and deliver, on behalf of the Issuer, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables, after the delinquency of any Receivable and to the extent permitted under and in compliance with Applicable Law, to commence enforcement proceedings with respect to such Receivables;

(iii)to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state securities authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities laws or reporting requirement; and

(iv)to delegate certain of its servicing, collection, enforcement and administrative duties under this Agreement with respect to the Accounts and the Receivables to any Person; provided, however, that no delegation will relieve the Servicer of its liability and responsibility with respect to such delegated duties.

The Indenture Trustee and the Owner Trustee will furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its duties under this Agreement.

(b)If the Depositor is unable for any reason to sell Receivables to the Issuer in accordance with the provisions of this Agreement, then the Servicer agrees (i) to give prompt notice of such inability to the Indenture Trustee, the Owner Trustee and each Rating Agency and (ii) after the occurrence of such event, to allocate Collections received in respect of each related Account in accordance with Section 2.5(b).

(c)The Servicer will not, and any Successor Servicer will not, be obligated to use servicing procedures, offices, employees or accounts for servicing the Receivables different from the procedures, offices, employees and accounts used by it in connection with servicing other floorplan receivables.

(d)The Servicer will comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with the related Floorplan Financing Agreements

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and the Floorplan Financing Guidelines, except insofar as any failure to so comply or perform would not materially and adversely affect the rights of the Issuer or the Noteholders.  Subject to compliance with Applicable Law, the Servicer may change the terms and provisions of any of the Floorplan Financing Agreements or the Floorplan Financing Guidelines in any respect (including the calculation of the amount or the timing of charge offs and the rate of interest charged on the Receivables), only if:

(i)as a result of such change, in the reasonable judgment of the Servicer, no Adverse Effect will occur;

(ii)such change is made applicable to all dealer floorplan accounts owned or serviced by the Servicer; and

(iii)in the case of a reduction in the rate of interest charged on the Receivables, the Servicer does not reasonably expect that the reduction will result in the Average Reference Rate for any Collection Period being less than the sum of (A) the weighted average of the Note Interest Rates plus (B) the applicable rate used to calculate the Servicing Fee and the Back-up Servicing Fee, whether or not they are then payable, for the related Interest Period (each such term as defined in the related Indenture Supplement).

For purposes of clause (iii) above, so long as the Reference Rate is based on the prime rate of one or more banks (which bank or banks may change from time to time), decreases in the Reference Rate will not be deemed to be a reduction in the rate of interest charged on the Receivables; provided that a decrease in the margin used to determine the interest charged on the Receivables would be deemed to be a reduction.

(e)On behalf of the Issuer (to the extent of the Issuer’s interest in the following), the Servicer agrees that it holds in trust any document in its possession or control evidencing or securing a Receivable and necessary for its servicing pursuant to this Agreement, including the documents provided to the Servicer pursuant to Section 2.5(h) and all other documents created by the Servicer in connection with its servicing pursuant to this Agreement, in each case, which documents may be in physical or electronic format.  The Servicer acknowledges that it holds any documents relating to the Receivables in its possession or control as agent and bailee and custodian for the use and benefit of the Indenture Trustee and the Issuer.

Section 3.2.Servicing Compensation.

(a)The Servicer is entitled to receive the Servicing Fee on each Payment Date as compensation for its servicing activities under this Agreement and reimbursement for its expenses as set forth in Section 3.2(b).  The Servicing Fee is payable to the Servicer solely to the extent amounts are available for payment in accordance with the Indenture Supplements.

(b)The Servicer will pay all expenses incurred by it in connection with its servicing activities under this Agreement, including (i) taxes imposed on the Servicer and (ii) expenses incurred in connection with making distributions and providing reports to the Noteholders and others; provided, however, that notwithstanding the foregoing, no Successor Servicer will be

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obligated to pay the fees and disbursements of the Owner Trustee, the Indenture Trustee or the Administrator.

Section 3.3.Representations, Warranties and Covenants of Servicer.

(a)Representations and Warranties.  Ford Credit, as Servicer, makes, and any Successor Servicer by its appointment under this Agreement will make, on each Closing Date (and on the date of any such appointment) the following representations and warranties to the Issuer:

(i)Organization and Qualification.  The Servicer is duly organized and validly existing as a limited liability company or other legal entity in good standing under the laws of its jurisdiction of organization.  The Servicer is qualified as a foreign limited liability company or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Servicer’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.

(ii)Power, Authorization and Enforceability.  The Servicer has the power and authority to execute, deliver and perform the terms of each of the Transaction Documents to which it is a party and to own its properties and conduct its floorplan receivable servicing business as such properties are currently owned and as such business is currently conducted.  The Servicer has authorized the execution, delivery and performance of the terms of each of the Transaction Documents to which it is a party.  Each of the Transaction Documents to which the Servicer is a party is the legal, valid and binding obligation of the Servicer enforceable against the Servicer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)No Conflicts and No Violation.  The consummation of the transactions  contemplated by the Transaction Documents to which the Servicer is a party and the fulfillment of the terms of the Transaction Documents to which the Servicer is a party will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Servicer is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Servicer pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than the Receivables Purchase Agreements), (C) violate the Organizational Documents of the Servicer, or (D) violate any law or, to the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties, in each case, which conflict, breach, default, Lien, or violation would

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reasonably be expected to have a material adverse effect on the Servicer’s ability to perform its obligations under the Transaction Documents to which it is a party.

(iv)No Proceedings.  To the Servicer’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Servicer or its properties: (A) asserting the invalidity of any of the Transaction Documents or the Notes, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Servicer’s ability to perform its obligations under, or the validity or enforceability of, any of the Transaction Documents or the Notes, or (D) relating to the Servicer that would reasonably be expected to (1) affect the treatment of the Notes as indebtedness for U.S. federal income purposes, (2) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes, or (3) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than such proceedings that, to the Servicer’s knowledge, would not reasonably be expected to have a material adverse effect upon the Servicer and its subsidiaries considered as a whole or materially and adversely affect the performance by the Servicer of its obligations under, or the validity and enforceability of, any of the Transaction Documents or the Notes, or materially and adversely affect the tax treatment of the Issuer or the Notes.

(b)Covenants.  Ford Credit, as Servicer, covenants, and any Successor Servicer by its appointment under this Agreement, will covenant on the date of such appointment, to the Issuer that:

(i)Compliance with Law.  The Servicer will duly satisfy all obligations on its part to be fulfilled under or in connection with the Receivables and the Accounts, will maintain in effect all qualifications required under Applicable Law in order to service properly the Receivables and the Accounts and will comply in all material respects with Applicable Law in connection with servicing the Receivables and the Accounts, the failure to comply with which would have a material adverse effect on the interests of the Noteholders or the holders of the Depositor Interest.

(ii)No Rescission or Cancellation.  The Servicer will not permit any rescission or cancellation of a Receivable except as ordered by a court of competent jurisdiction or other Governmental Authority.

(iii)Protection of Beneficiaries’ Rights.  The Servicer will take no action, nor omit to take any action, that would impair the rights of the Noteholders or the holders of the Depositor Interest in the Receivables nor will it reschedule, revise or defer payments due on any Receivable except in accordance with the Floorplan Financing Guidelines and Section 3.1(d).

(iv)Negative Pledge.  Except for the conveyances provided or permitted in this Agreement or the other Transaction Documents, the Servicer will not sell, pledge,

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assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on, any Receivable sold and assigned to the Issuer under this Agreement or any interest in any such Receivable, and it will defend the rights, title and interest of the Issuer in, to and under any such Receivable against all claims of third parties claiming through or under the Depositor or the Servicer.

(v)Compliance with Indenture, etc.  The Servicer will observe and perform all obligations, duties, covenants and agreements contained in the Indenture or any Indenture Supplement and expressed in such documents to be observed or performed by the Servicer as if the Servicer were a party to the Indenture or such Indenture Supplement, as applicable, including those in Article VIII of the Indenture.

(c)Purchase upon Breach.  The representations, warranties and covenants in Sections 3.3(a) and (b) survive the sale and assignment of the Sold Receivables and Related Security to the Issuer.  Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any of these representations, warranties or covenants, the party discovering such breach will give prompt notice to the other parties.  If any breach by the Servicer of a representation, warranty or covenant in Section 3.3(a) or (b) has a material adverse effect on a Sold Receivable, then the Servicer will purchase such Sold Receivable on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach or failure to perform by the Servicer, or receipt by the Servicer of notice of such breach or failure to perform from the Owner Trustee, the Indenture Trustee or the Depositor unless, by the first day of such Collection Period the representations and warranties in Section 3.3(a) are then true and correct in all material respects, or the applicable covenant in Section 3.3(b) has been performed, as the case may be, and any material adverse effect on such Sold Receivable caused by the breach or failure to perform has been cured.  Notice of the purchase of a Sold Receivable pursuant to this Section 3.3(c) will be contained in the Monthly Investor Report for the Collection Period in which such purchase occurs.

(d)Consideration for Purchase.  In consideration for a purchase of a Sold Receivable pursuant to Section 3.3(c), the Servicer will deposit the Purchase Price of such Sold Receivable into the Collection Account on or before the Determination Date occurring in the Collection Period in which such purchase occurs.  Any such amount will be considered Collections and will be applied in accordance with this Agreement.  Upon the Servicer’s payment of the Purchase Price for such Sold Receivable, the Issuer will without further action be deemed to sell and assign to the Servicer, with effect as of the date of such purchase and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under such Sold Receivable and the Related Security.  In connection with any such purchase, the Owner Trustee will, at the Servicer’s expense, execute such documents and take such other actions as are reasonably requested by the Servicer to effect the conveyance of such Sold Receivable pursuant to this Section 3.3(d).  If Ford Credit is the Servicer, the obligation of the Servicer to purchase any such Sold Receivable and to deposit the Purchase Price of such Sold Receivable into the Collection Account, constitutes the sole remedy for a breach or failure to perform specified in Section 3.3(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

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(e)Successor Servicer Not Required to Purchase.  Notwithstanding anything in Sections 3.3(c) and (d), no Successor Servicer will be obligated to purchase Receivables pursuant to this Section 3.3.

Section 3.4.Preparation of Monthly Investor Reports.  No later than the Determination Date relating to each Payment Date, with respect to each Series, the Servicer will deliver to the Rating Agencies, the Owner Trustee and the Indenture Trustee a Monthly Investor Report for such Payment Date substantially in the form set forth in the related Indenture Supplement.  A Responsible Person of the Servicer will certify that the information in the Monthly Investor Report is accurate in all material respects.

Section 3.5.Annual Statements as to Compliance.

(a)To the extent required by Regulation AB, the Servicer will deliver to the Owner Trustee, the Indenture Trustee, each Depositor and each Rating Agency within 90 days after the end of each calendar year, an Officer’s Certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Person of the Servicer to the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or, in the case of the first certificate, since the Closing Date) and of its performance under this Agreement has been made under such Responsible Person’s supervision and (ii) to such Responsible Person’s knowledge, based on such review, the Servicer has fulfilled in all material respects all of its obligations under this Agreement throughout such calendar year (or applicable portion of such calendar year), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Person and the nature and status of such failure.  If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer’s Certificate of the Servicer as to compliance, such Officer’s Certificate may be delivered on or before April 30 of each calendar year.  A copy of such certificate may be obtained by any Noteholder by a request to the Indenture Trustee addressed to the Corporate Trust Office.

(b)If directed by the Administrator, the Servicer will prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer pursuant to the Sarbanes-Oxley Act of 2002.

Section 3.6.Report on Assessment of Compliance with Servicing Criteria and Attestation.

(a)The Servicer will:

(i)deliver to each Depositor, the Owner Trustee, the Indenture Trustee and each Rating Agency, a report, dated as of December 31 of the preceding calendar year, on its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act; and

(ii)cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act

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to deliver to each Depositor, the Owner Trustee and the Indenture Trustee an attestation report that satisfies the requirements of the Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, on the assessment of compliance with servicing criteria with respect to the prior calendar year.  Such attestation report will be addressed to the board of directors of the Servicer and to the Issuer, the Owner Trustee, each Depositor and the Indenture Trustee.  Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.  The firm may render other services to the Servicer, each Depositor or Ford Credit, but the firm must indicate in each attestation report that it is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act.

(b)The reports referred to in this Section 3.6 will be delivered within 90 days after the end of each calendar year unless the Issuer is not required to file periodic reports under the Exchange Act or any other law, in which case the reports may be delivered on or before April 30 of each calendar year.  A copy of the reports referred to in this Section 3.6 may be obtained by any Noteholder by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office.

Section 3.7.Notices to Ford Credit.  If Ford Credit is no longer acting as Servicer, any Successor Servicer will deliver or make available to Ford Credit, as the case may be, each certificate and report required to be prepared, forwarded or delivered after such appointment pursuant to Sections 3.4, 3.5 and 3.6.

Section 3.8.Adjustments.

(a)If the Servicer reduces the principal amount of any Receivable because of a rebate, refund, credit adjustment or billing error to a Dealer, then the Depositor Amount will be reduced by a corresponding amount and the Depositor will deposit the related Adjustment Payment, if any, into the Excess Funding Account on the Business Day on which such reduction occurs.

(b)If (i) the Servicer makes a deposit into the Collection Account in respect of a Collection and such Collection is not honored for any reason or (ii) the Servicer deposits into the Collection Account an amount that is less than or more than the actual amount of any Collection, the Servicer will appropriately adjust the amount deposited or on deposit in the Collection Account.

Section 3.9.Reports to Securities and Exchange Commission.  The Servicer will, on behalf of the Issuer, cause to be filed with the Securities and Exchange Commission any periodic reports required to be filed under the Exchange Act, or the rules and regulations of the Securities and Exchange Commission under the Exchange Act.  The Depositor will, at the expense of the Servicer, cooperate in any reasonable request of the Servicer in connection with such filings.

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ARTICLE IV
OTHER MATTERS RELATING TO DEPOSITOR

Section 4.1.Liability of Depositor.

(a)The Depositor will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.

(b)The Depositor will not be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Servicer or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement or for errors in judgment.  All such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Depositor and the issuance of the Notes.  Notwithstanding the foregoing, this Section 4.1 will not protect the Depositor against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.

(c)The Depositor and any officer, director, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party in respect of any matters arising out of this Agreement.

(d)The Depositor will be under no obligation to appear in, prosecute or defend any legal action that is unrelated to its obligations under this Agreement and that, in its opinion, may cause it to incur any expense or liability.

Section 4.2.Merger or Consolidation of, or Assumption of, Obligations of Depositor.  Any Person (a) into which the Depositor is merged or consolidated, (b) resulting from any merger or consolidation to which the Depositor is a party or (c) succeeding to the business of the Depositor, if more than 50% of the voting stock or voting power and 50% or more of the economic equity of such Person is owned, directly or indirectly, by Ford, will be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 4.2.  Within 15 Business Days after any such merger, consolidation or succession such Person will (i) execute an agreement of assumption to perform every obligation of the Depositor under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, consolidation or succession and such agreement of assumption comply with this Section 4.2, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Sold Assets and the Indenture Trustee in the Collateral will be perfected, or (B) no such action is necessary to preserve and protect such security interest, and (iv) provide notice of such merger, consolidation or succession to the Rating Agencies for each Series.

Section 4.3.Depositor Indemnification of Issuer and Trustees.

(a)The Depositor will indemnify and hold harmless each of the Issuer, the Owner Trustee, the Indenture Trustee and their respective directors, officers, employees and agents (each, an “Indemnified Person”) from and against any and all loss, liability, claim, expense,

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damage or injury arising out of (i) the Depositor’s willful misconduct, bad faith or negligence in the performance of its duties under this Agreement, (ii) the acceptance or performance of the trusts and duties contained in this Agreement and in the other Transaction Documents to which the Owner Trustee or the Indenture Trustee, as applicable, is a party; provided, however, that the Depositor will not indemnify any Indemnified Person for:

(i)any such loss, liability, claim, expense, damage or injury arising out of the willful misconduct, bad faith or negligence of the Owner Trustee or the Indenture Trustee, as applicable;

(ii)any liability, cost or expense of the Issuer with respect to any action taken by the Owner Trustee or the Indenture Trustee, as applicable, at the request of any such Noteholders to the extent that the Owner Trustee or the Indenture Trustee, as applicable, is fully indemnified by such Noteholders with respect to such action; or

(iii)any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder in connection with this Agreement or with the Indenture to any taxing authority.

(b)Subject to Section 4.1, any indemnification pursuant to this Section 4.3 will only be payable from (i) the Depositor Interest, to the extent of the excess of the Depositor Amount for any date of determination over the Required Depositor Amount as of such date and (ii) any other assets of the Depositor not pledged to third parties or otherwise encumbered in a manner permitted by the Depositor’s Organizational Documents and will only be made after payment in full of any amounts that the Depositor is obligated to deposit into the Collection Account or the Excess Funding Account pursuant to this Agreement.  The Depositor’s obligations under this Section 4.3 survive the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee or the Indenture Trustee, as applicable.

ARTICLE V
OTHER MATTERS RELATING TO SERVICER

Section 5.1.Liability of Servicer.

(a)The Servicer will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.  All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Servicer.  Notwithstanding the foregoing, this Section 5.1 will not protect the Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.

(b)The Servicer and any subservicer and any officer, director, employee or agent of the Servicer or any subservicer may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party in respect of any matters arising out of this Agreement.

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(c)The Servicer will be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and that, in its opinion, may cause it to incur any expense or liability.

Section 5.2.Merger or Consolidation of, or Assumption of, Obligations of Servicer.  Any Person (a) into which the Servicer is merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer is a party, (c) succeeding to the business of the Servicer or (d) that is an Affiliate of the Servicer to whom the Servicer has assigned this Agreement, will be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 5.2.  Within 15 Business Days after any such merger, consolidation or succession such Person will (i) execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, consolidation or succession and such agreement of assumption comply with this Section 5.2, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Sold Assets and the Indenture Trustee in the Collateral will be perfected, or (B) no such action is necessary to preserve and protect such security interest, and (iv) provide notice of such merger, consolidation or succession to the Rating Agencies for each Series.

Section 5.3.Servicer Indemnification of Issuer and Trustees.

(a)The Servicer will indemnify and hold harmless each Indemnified Person from and against any and all loss, liability, claim, expense, damage or injury arising out of the Servicer’s willful misconduct, bad faith or negligence in the performance of its duties under this Agreement; provided, however, that  the Servicer will not indemnify any Indemnified Person for:

(i)any such loss, liability, claim, expense, damage or injury arising out of the willful misconduct, bad faith or negligence of the Owner Trustee or the Indenture Trustee, as applicable;

(ii)any liability, cost or expense of the Issuer with respect to any action taken by the Owner Trustee or the Indenture Trustee, as applicable, at the request of any such Noteholders to the extent that the Owner Trustee or the Indenture Trustee, as applicable, is fully indemnified by such Noteholders with respect to such action; or

(iii)with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder in connection with this Agreement or with the Indenture to any taxing authority.

(b)The Servicer’s obligations under this Section 5.3 will survive the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee or the Indenture Trustee, as applicable.

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Section 5.4.Resignation of Servicer.  Ford Credit may not resign as Servicer, except:

(a)upon determination that (i) the performance of its duties under this Agreement is no longer permissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties under this Agreement permissible under Applicable Law; or

(b)upon the appointment of a Successor Servicer pursuant to Section 6.2.

Any determination permitting the resignation of the Servicer under Section 5.4(a)(i) must be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee.  No resignation under Section 5.4(a) will become effective until a Successor Servicer has been appointed under Section 6.2.

Section 5.5.Access to Certain Documentation and Information Regarding Sold Receivables.  The Servicer will provide to the Owner Trustee and the Indenture Trustee access to the documentation regarding the Accounts and the related Sold Receivables in such cases where the Owner Trustee or the Indenture Trustee, as applicable, is required in connection with the enforcement of the rights of the Noteholders, or by applicable statutes or regulations to review such documentation.  The Servicer will provide such access without charge, but only (a) upon reasonable request, (b) during normal business hours, (c) subject to the Servicer’s security and confidentiality procedures and (d) at offices designated by the Servicer.  Nothing in this Section 5.5 limits or modifies the obligation of the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer to observe any Applicable Law or confidentiality agreement prohibiting disclosure of information (including personal information regarding the Dealers or any other Person) and the failure of the Servicer to provide access as provided in this Section 5.5 as a result of such prohibition will not constitute a breach of this Agreement.

Section 5.6.Marking of Records.  The Depositor and the Servicer will each indicate in its computer files or other records that the Sold Receivables originated in the Accounts have been sold to the Issuer pursuant to this Agreement.

ARTICLE VI
SERVICER TERMINATION EVENTS

Section 6.1.Servicer Termination Events.

(a)If any of the following events (each, a “Servicer Termination Event”) occurs and is continuing with respect to the Servicer:

(i)any failure by the Servicer to make any payment, transfer or deposit or to give instructions to the Indenture Trustee to make such payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction is required to be made or given, as the case may be, under this Agreement, the Indenture or any Indenture Supplement;

(ii)any failure on the part of the Servicer to duly observe or perform in any material respect any other of its covenants or agreements set forth in this Agreement that

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has an Adverse Effect and continues unremedied for 60 days after the date on which notice of such failure, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders of not less than 10% of the Note Balance of the Outstanding Notes (or, with respect to any such failure that does not relate to all Series, 10% of the Note Balance of the Outstanding Notes of all Series to which such failure relates);

(iii)the Servicer delegates or assigns its duties under this Agreement, except as permitted by Sections 3.1(a), 5.2 and 6.2;

(iv)any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made and such error has an Adverse Effect and such Adverse Effect continues for 60 days after the date on which notice of such Adverse Effect, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders of not less than 10% of the Note Balance of the Outstanding Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the Note Balance of the Outstanding Notes of all Series to which such representation, warranty or certification relates); or

(v)an Insolvency Event occurs with respect to the Servicer;

then the Indenture Trustee or Noteholders of a majority of the Note Balance of the Outstanding Notes, by notice to the Servicer, the Back-up Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), may terminate the Servicer as Servicer under this Agreement.

(b)If within 60 days after delivery of a Termination Notice or a resignation of the Servicer pursuant to Section 5.4, (i) the Back-up Servicer has not become the Successor Servicer, (ii) a Successor Servicer has not been appointed and the Indenture Trustee has not received any bids from Eligible Servicers to act as a Successor Servicer in accordance with Section 6.2(a) and (iii) in the case of a Termination Notice, the Indenture Trustee receives an Officer’s Certificate of the Servicer stating that the Servicer cannot cure the Servicer Termination Event which gave rise to the Termination Notice, the Depositor may repurchase the Sold Assets on the Payment Date in the next month for an amount equal to the sum of the Reassignment Amounts for each Series.  If the Depositor is repurchasing the Sold Assets, it will notify the Indenture Trustee prior to the Record Date for such Payment Date and deposit the Reassignment Amounts into the Collection Account no later than 1:00 p.m., New York City time, on such Payment Date.  The purchase price will be allocated and paid to the Noteholders of each Series on such Payment Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes.  Upon the repurchase of the Sold Assets, the Issuer will without further action be deemed to sell and assign to the Depositor, without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under the Sold Assets.  The Owner Trustee will, at the Depositor ‘s expense, execute such documents and take such other actions as are reasonably requested by the Depositor to effect the conveyance of the Sold Assets pursuant to this Section 6.1(b).

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(c)Notwithstanding Section 6.1(a), a delay in or failure of performance referred to in Section 6.1(a)(i) for ten Business Days after the applicable grace period or under Sections 6.1(a)(ii) or (iv) for 60 Business Days after the applicable grace period, will not constitute a Servicer Termination Event if (i) such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or a public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes outside the reasonable control of the Servicer, (ii) the Servicer is using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with this Agreement and (iii) the Servicer promptly delivers an Officer’s Certificate describing such failure or delay and its efforts to perform its obligations to the Indenture Trustee, the Owner Trustee, the Depositor and the Back-up Servicer.

Section 6.2.Appointment of Successor Servicer.

(a)If the Servicer is terminated pursuant to Section 6.1(a), the Servicer will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or until a date mutually agreed upon by the Servicer and the Indenture Trustee; provided, however, that the termination of the Servicer will not be effective until a Successor Servicer has been appointed and accepted its appointment.  The Indenture Trustee will notify the Back-up Servicer of the date of termination of the Servicer and, upon the termination of the Servicer in accordance with the preceding sentence or a resignation of the Servicer pursuant to Section 5.4, the Back-up Servicer will become the successor servicer (the “Successor Servicer”) under this Agreement without further action.  In connection with its assumption of the duties as Successor Servicer, the Back-up Servicer will be reimbursed for its reasonable out-of-pocket costs relating to the transition of the servicing of the Receivables from the Servicer to the Back-up Servicer (“Transition Costs”).  Up to $200,000 of such Transition Costs (in the aggregate for this Agreement and any other Sale and Servicing Agreement) will be paid by the Indenture Trustee, with the consent of the Servicer (such consent not to be unreasonably withheld), from amounts in the Back-up Servicer Reserve Account within 30 days of the delivery to the Indenture Trustee and the Servicer of a detailed billing statement setting out such Transition Costs.  Any Transition Costs in excess of such amount will be paid to the Back-up Servicer pursuant to Section 4.2(a) of the Indenture Supplements.  In no event will the Indenture Trustee be personally responsible for the payment of any Transition Costs.  If no Back-up Servicing Agreement is in effect at the time of the giving of a Termination Notice or a resignation of the Servicer pursuant to Section 5.4, the Indenture Trustee, acting at the direction of the Noteholders of a majority of the Note Balance of the Outstanding Notes, will as promptly as practicable appoint an Eligible Servicer as Successor Servicer, and such Successor Servicer will accept its appointment by executing an assumption agreement in a form acceptable to the Indenture Trustee.  If a Successor Servicer has not been appointed or has not accepted its appointment by the date of termination or resignation of the Servicer, the Indenture Trustee without further action will be appointed the Successor Servicer.  The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 3.1(a).  At any time following the appointment of the Indenture Trustee as Successor Servicer, the Indenture Trustee may appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee will be relieved of all its duties as Successor Servicer.  Notwithstanding the foregoing, the Indenture Trustee will, if it is legally unable so to act, petition

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at the expense of the Servicer a court of competent jurisdiction to appoint any Person that is an Eligible Servicer as the Successor Servicer under this Agreement.  The Indenture Trustee will give prompt notice to the Issuer (who will notify each Rating Agency) of the appointment of a Successor Servicer.  Notwithstanding anything in this Agreement to the contrary, in no event will the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid under this Agreement and the amount necessary to induce any Person to act as Successor Servicer under this Agreement and the transactions contemplated by this Agreement.

(b)Upon its appointment, the Successor Servicer will be the successor in all respects to the predecessor Servicer under this Agreement and will, subject to Section 3.3(e), be subject to all the responsibilities, duties and liabilities placed on the Servicer by this Agreement, and all references in this Agreement to the Servicer will be deemed to refer to the Successor Servicer; provided, however, that the Successor Servicer will have no liability for any obligation which was required to be performed by the predecessor Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer.

(c)Following the appointment of a Successor Servicer, the predecessor Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct the servicing duties required under this Agreement, including the transfer to such Successor Servicer of all authority of the predecessor Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections that are held by the predecessor Servicer for deposit on the date of transfer, or that have been deposited by the predecessor Servicer, into the Collection Account, or that subsequently are received with respect to the Receivables.  The predecessor Servicer will promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer reasonably requests.  In no event, however, will the Servicer be obligated to provide, license or assign its processes, procedures, models, servicing software or other applications to any Successor Servicer or any other third party, or provide anything covered by a restriction on transfer or assignment or a confidentiality agreement.  To the extent that compliance with this Section 6.2(c) requires the predecessor Servicer to disclose to the Successor Servicer information of any kind which the predecessor Servicer deems to be confidential, the Successor Servicer will enter into such customary licensing and confidentiality agreements as the predecessor Servicer deems reasonably necessary to protect its interests.  If the predecessor Servicer fails to cooperate in effecting a transfer of servicing to a Successor Servicer, the Indenture Trustee is authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, all documents that the predecessor Servicer has failed to execute or deliver and to do and accomplish all other acts or things necessary or appropriate to effect the transfer of the servicing duties under this Agreement.

(d)In connection with its appointment of a Successor Servicer (other than the Back-up Servicer), the Indenture Trustee will review any bids it obtains from Eligible Servicers and may appoint any Eligible Servicer submitting a bid as a Successor Servicer for servicing

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compensation not in excess of the aggregate Servicing Fees for all Series plus the sum of the amounts for each Series and for each Payment Date equal to any Interest Collections allocable to the Noteholders of such Series which are payable to the Trust Paying Agent for distribution to the holders of the Depositor Interest in accordance with the Trust Agreement after payment of all amounts owing to the Noteholders of such Series on such Payment Date or required to be deposited into the applicable Series Accounts on such Payment Date; provided, however, that the holders of the Depositor Interest will be responsible for payment of the Depositor’s portion of such aggregate Servicing Fees and all other amounts in excess of such aggregate Servicing Fees.  Each holder of the Depositor Interest agrees that, if Ford Credit (or any Successor Servicer) is terminated as Servicer under this Agreement, the portion of the Interest Collections that the Depositor is entitled to receive pursuant to this Agreement, the Indenture or any Indenture Supplement will be reduced by an amount sufficient to pay the Depositor’s share of the compensation of the Successor Servicer.

(e)All authority and power granted to the Successor Servicer under this Agreement will automatically cease and terminate upon termination of the Issuer on the Trust Termination Date, and will pass to and be vested in the Depositor and the Depositor is authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents, and to do and accomplish all other acts or things necessary or appropriate to effect such transfer of servicing rights.  The Successor Servicer agrees to cooperate with the Depositor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables.  The Successor Servicer will transfer its electronic records relating to the Receivables to Ford Credit or its designee in such electronic form as it may reasonably request and will transfer all other records, correspondence and documents to it in the manner and at such times as it may reasonably request.  To the extent that compliance with this Section requires the Successor Servicer to disclose to Ford Credit information of any kind which the Successor Servicer deems to be confidential, Ford Credit will enter into such customary licensing and confidentiality agreements as the Successor Servicer may deem necessary to protect its interests.

(f)Notwithstanding anything contained in this Agreement to the contrary, the Successor Servicer is authorized to accept and rely on all of the accounting records (including computer records) and other work product of the predecessor Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any obligation to audit or perform any other examination of the Predecessor Servicer Work Product, and the Successor Servicer will have no responsibility or liability for the acts and omissions of the predecessor Servicer.  If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exists in any Predecessor Servicer Work Product, and such Errors make it materially more difficult to service or cause or materially contribute to the Successor Servicer making or continuing any Errors (collectively, “Continuing Errors”), the Successor Servicer will have no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the Successor Servicer agrees to use commercially reasonable efforts to prevent further Continuing Errors.  If the Successor Servicer becomes aware of Errors or Continuing Errors, it will use commercially reasonable efforts to reconstruct and reconcile the Predecessor Servicer Work Product and to prevent future Continuing Errors.  The Successor Servicer will be entitled to recover its out-of-pocket costs incurred in connection with such reconciliation pursuant to Section 4.2(a) of the Indenture Supplements.

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Section 6.3.Notice to Noteholders.  The Servicer will notify the Owner Trustee, the Indenture Trustee, the Back-up Servicer and each Rating Agency within five Business Days after the Servicer obtains actual knowledge of any Servicer Termination Event, Event of Default or Amortization Event, and the Indenture Trustee will give notice to the Noteholders.  Upon any termination or appointment of a Successor Servicer pursuant to this Article VI, the Indenture Trustee will give prompt notice of such termination or appointment to the Noteholders.

ARTICLE VII
TERMINATION

Section 7.1.Termination of Agreement.  This Agreement and the respective obligations and responsibilities of the Servicer and the Depositor under this Agreement will terminate, except with respect to the duties described in Sections 4.3, 5.3 and 6.2(e), on the Trust Termination Date.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

Section 8.1.Amendment.

(a)This Agreement may be amended by the Servicer, the Depositor and the Issuer, with prior notice by the Issuer to the Rating Agencies for each Series, but without the consent of any Noteholder:

(i)in order to cure any ambiguity, to correct or supplement any provision in this Agreement that may be inconsistent with any other provision in this Agreement, or to add provisions which are not inconsistent with the other provisions of this Agreement, if the Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect; or

(ii)for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders if: (A) the Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect, and (B) the Rating Agency Condition has been satisfied with respect to such amendment.

(b)This Agreement may also be amended by the Servicer, the Depositor and the Owner Trustee, with prior notice by the Issuer to the Rating Agencies for each Series, and with the consent of Noteholders of a majority of the Note Balance of the Outstanding Notes of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment, without the consent of the Noteholder of each Outstanding Note adversely affected by such amendment, will:

(i)reduce in any manner the amount of or delay the timing of any payments (changes in Amortization Events that decrease the likelihood of the occurrence of such events will not be considered delays in the timing of payments for purposes of this clause) to be made to Noteholders or deposits of amounts to be so paid;

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(ii)change the definition of or the manner of calculating the interest of any Noteholder in the Trust Property; or

(iii)reduce the percentage of the Note Balance of Outstanding Notes required to consent to any such amendment.

(c)Promptly after the execution of any amendment pursuant to Section 8.1(a), the Owner Trustee will notify the Indenture Trustee, who will notify each Noteholder, and the Servicer will notify the Back-up Servicer, of the substance of such amendment.

(d)Notwithstanding anything in this Section 8.1 to the contrary, no amendment may be made to this Agreement that would adversely affect in any material respect the interests of the Indenture Trustee, the Owner Trustee or the Back-up Servicer without the consent of such Person.

(e)If the consent of the Indenture Trustee, the Owner Trustee, the Back-up Servicer or any Noteholder to any proposed amendment is required, it is not necessary that they approve the particular form of such amendment, but only that they approve the substance of such amendment.

(f)The Owner Trustee may, but is not obligated to, enter into any amendment which affects the Owner Trustee’s rights, duties or immunities under this Agreement or otherwise.  In connection with the execution of any amendment under this Agreement, the Owner Trustee is entitled to receive the Opinion of Counsel described in Section 8.2(d)(i).

Section 8.2.Protection of Right, Title and Interest to Trust Property.

(a)The Servicer will cause this Agreement, all amendments to this Agreement and all financing statements and continuation statements and any other necessary documents covering the Indenture Trustee’s and the Owner Trustee’s right, title, and interest in and to the Trust Property to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law to preserve and protect the right, title and interest of the Noteholders and the Indenture Trustee and the Owner Trustee under this Agreement to all property comprising the Trust Property.  The Servicer will deliver to the Indenture Trustee file stamped copies or other evidence of any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.  The Depositor will cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 8.2(a).

(b)Within 30 days after the Depositor or the Servicer makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 2.1(c) or 8.2(a) seriously misleading within the meaning of Section 9-506 of the UCC, the Depositor or the Servicer, as applicable, will give the Owner Trustee notice of any such change and will file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Sold Receivables.

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(c)The Depositor and the Servicer will give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of any office from which it services Sold Receivables or keeps records concerning the Sold Receivables or of its jurisdiction of organization and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Issuer’s security interest in the Sold Receivables.  The Servicer will at all times maintain each office from which it services Receivables and its jurisdiction of organization within the United States of America.

(d)The Servicer will deliver to the Owner Trustee and the Indenture Trustee (i) upon the execution and delivery of each amendment to this Agreement, an Opinion of Counsel to the effect specified in Exhibit B, and (ii) on each Addition Date, an Opinion of Counsel substantially in the form of Exhibit C.

Section 8.3.Tax Treatment.  Unless otherwise specified in the Indenture or an Indenture Supplement for a particular Series, the Depositor has entered into this Agreement, and the Notes will be issued, with the intention that, for United States federal, state and local income and franchise tax purposes, (i) the Notes of each Series that are characterized as indebtedness at the time of their issuance will qualify as indebtedness secured by the Collateral and (ii) the Issuer will not be treated as an association or publicly traded partnership taxable as a corporation.  The Depositor, by entering into this Agreement, and each Noteholder, by the acceptance of any such Note (and each Note Owner, by its acceptance of an interest in the applicable Note), agree to treat such Notes for United States federal, state and local income and franchise tax purposes as indebtedness of the Depositor.  Each Noteholder agrees that it will cause any Note Owner acquiring an interest in a Note through it to comply with this Agreement as to treatment as indebtedness under applicable tax law, as described in this Section 8.3.  The parties to this Agreement agree that they will not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 whereby the Issuer or any portion thereof would be treated as a corporation for federal income tax purposes and, except as required by Section 2.11 of the Trust Agreement, will not file tax returns for the Issuer but will treat the Issuer as a security device for such purposes.  The provisions of this Agreement are to be construed in furtherance of the foregoing intended tax treatment.

Section 8.4.Notices.

(a)All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made:

(i)upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

(ii)in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

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(iii)in the case of an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B or at such other address as any party may designate by notice to the other parties.

(b)Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 8.5.Third Party Beneficiaries.  This Agreement will inure to the benefit of and be binding upon the parties to this Agreement.  The Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the Depositor and the Servicer.  Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 8.6.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 8.7.Submission to Jurisdiction.  The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement.  The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 8.8.WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 8.9.Severability.  If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.

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Section 8.10.Counterparts.  This Agreement may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

Section 8.11.Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 8.12.No Waiver; Cumulative Remedies.  No failure or delay of the Owner Trustee, the Indenture Trustee or the Noteholders in exercising any power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of any power, right or remedy precludes any other or further exercise of such power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies provided in this Agreement are in addition to any powers, rights and remedies provided by law.

Section 8.13.Agent for Service of Process.

(a)The agent for service of the Depositor in respect of this Agreement will be the person holding the office of Corporate Secretary of the Depositor, at the following address:

Ford Credit Floorplan Corporation
c/o Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention: Corporate Secretary
Telephone: (313) 322-1200
Fax: (313) 337-1160

(b)The agent for service of the Servicer in respect of this Agreement will be the person holding the office of Corporate Secretary of the Servicer, at the following address:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone: (313) 322-1200
Fax:  (313) 337-1160

Section 8.14.No Petition.  Each of the Servicer, Ford Credit (if it is no longer the Servicer), the Back-up Servicer and the Owner Trustee, by entering into this Agreement, each Noteholder, by accepting a Note, each holder of an interest in the Depositor Interest, by accepting such interest, and the Indenture Trustee, by accepting the benefits of this Agreement, covenants and agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of all Notes, it will not institute against, or join any other Person in instituting against, the Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the

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Notes or any of the Transaction Documents.  This Section 8.14 will survive the resignation or removal of the Owner Trustee under the Trust Agreement or the Indenture Trustee under the Indenture and the termination of this Agreement.

Section 8.15.Further Assurances.  The Depositor and the Servicer agree to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Owner Trustee or the Indenture Trustee in order to effect more fully the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the Sold Receivables for filing under the UCC.

Section 8.16.Rule 144A Information.  For so long as any of the Notes of any Series or Class are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, each of the Depositor, the Owner Trustee and the Servicer agree to cooperate to provide to any Noteholders of such Series or Class and to any prospective purchaser of Notes designated by such Noteholder, upon the request of such Noteholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.

Section 8.17.Action by Owner Trustee or Indenture Trustee.  Upon any application or request by the Depositor or the Servicer to the Owner Trustee or the Indenture Trustee to take any action under this Agreement, the Depositor or the Servicer, as the case may be, will furnish to the Owner Trustee or the Indenture Trustee, as the case may be, an Officer’s Certificate stating that all conditions precedent, if any, in this Agreement relating to the proposed action have been complied with.  The Owner Trustee or the Indenture Trustee, as the case may be, is entitled to conclusively rely on such Officer’s Certificate as authority for any action undertaken in connection with such certificate of opinion.

Section 8.18.Limitation of Liability of Owner Trustee.  Notwithstanding anything in this Agreement to the contrary, this Agreement has been signed on behalf of the Issuer by U.S. Bank Trust National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event will U.S. Bank Trust National Association in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement, as to all of which recourse may be had solely to the assets of the Issuer.  For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

			FORD CREDIT FLOORPLAN CORPORATION,
			as Depositor
			By:	/s/ Susan J. Thomas
				Name:	Susan J. Thomas
				Title:	Secretary
			FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, as Issuer
			By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
			By:	/s/ Julia Linian
				Name:	Julia Linian
				Title:	Assistant Vice President
			FORD MOTOR CREDIT COMPANY LLC,
			as Servicer
			By:	/s/ Scott D. Krohn
				Name:	Scott D. Krohn
				Title:	Assistant Treasurer
Acknowledged and Agreed with respect to
the provisions of Section 6.2
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Back-up Servicer
By:	/s/ Marianna C. Stershic
	Name:	Marianna C. Stershic
	Title:	Vice President

[Signature Page to MOTA-FCF Corp Sale and Servicing Agreement]

Schedule A

ACCOUNT SCHEDULE

[On file with the Servicer and the Indenture Trustee]

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Schedule B

NOTICE ADDRESSES

1.If to Ford Credit, in its individual capacity or as Servicer, Administrator or Seller under the Receivables Purchase Agreements:

Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suite 801-C1
One American Road
Dearborn, Michigan 48126
Attention:  Securitization Operations Supervisor
Telephone:  (313) 594-3495
Fax:  (313) 390-4133

With a copy to:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 323-1200
Fax:  (313) 337-1160

2.If to FCF Corp, in its individual capacity or as Depositor:

Ford Credit Floorplan Corporation
c/o Ford Motor Company
World Headquarters, Suite 801-C1
One American Road
Dearborn, Michigan 48126
Attention:  Ford Credit SPE Management Office
Telephone:  (313) 594-3495
Fax:  (313) 390-4133

With a copy to:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 323-1200
Fax:  (313) 337-1160

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3.If to FCF LLC, in its individual capacity or as Depositor:

Ford Credit Floorplan LLC
c/o Ford Motor Company
World Headquarters, Suite 801-C1
One American Road
Dearborn, Michigan 48126
Attention:  Ford Credit SPE Management Office
Telephone:  (313) 594-3495
Fax:  (313) 390-4133

With a copy to:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 323-1200
Fax:  (313) 337-1160

4.If to the Issuer:

c/o the Owner Trustee at the Corporate Trust Office of the Owner Trustee

With copies to:

Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suite 801-C1
One American Road
Dearborn, Michigan 48126
Attention:  Ford Credit SPE Management Office
Telephone:  (313) 594-3495
Fax:  (313) 390-4133

and

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 323-1200
Fax:  (313) 337-1160

5.If to the Owner Trustee, at the Corporate Trust Office of the Owner Trustee

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6.If to the Indenture Trustee, at the Corporate Trust Office of the Indenture Trustee

7.If to the Back-up Servicer:

Wells Fargo Bank, National Association
Sixth Street and Marquette Avenues
MAC N9311-161
Minneapolis, Minnesota 55479
Attention: Corporate Trust Office

8.If to DBRS:

DBRS, Inc.
140 Broadway, 35th Floor
New York, New York 10005
Attention: ABS Surveillance
Telephone:  (212) 806-3276
Fax:  (212) 806-3201
Email: ABS_Surveillance@dbrs.com

9.If to Fitch:

Fitch, Inc.
1 State Street Plaza
New York, New York 10004
Attention:  Asset Backed Surveillance
Telephone:  (212) 908-0500
Fax:  (212) 514-9879

10.If to Moody’s:

Moody’s Investors Service, Inc.
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Attention:  Asset Finance Group — 24th floor
Telephone:  (212) 553-0300
Fax:  (212) 298-6834

11.If to S&P:

Standard & Poor’s Ratings Services,
  a Standard & Poor’s Financial Services LLC business,
55 Water Street, 40th Floor
New York, New York 10041
Attention:  Asset Backed Surveillance Department
Telephone:  (212) 438-1000
Fax:  (212) 438-2649

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Appendix A

USAGE AND DEFINITIONS

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

Usage

The following rules of construction and usage apply to this Appendix, any agreement that incorporates this Appendix and any document made or delivered pursuant to any such agreement:

(a)The term “documents” includes any and all documents, agreements, instruments, certificates, notices, reports, statements or other writings however evidenced, whether in electronic or physical form.

(b)Accounting terms not defined or not completely defined in this Appendix will be construed in conformity with U.S. generally accepted accounting principles as in effect on the date of the document that incorporates this Appendix.

(c)References to “Article,” “Section,” “Exhibit,” “Schedule,” “Appendix” or another subdivision of or to an attachment are, unless otherwise specified, to an article, section, exhibit, schedule, appendix or subdivision of or an attachment to the document in which such reference appears.

(d)Any document defined or referred to in this Appendix or in any document that incorporates this Appendix means such document as from time to time amended, modified, supplemented or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in such document.

(e)Any statute defined or referred to in this Appendix or in any document that incorporates this Appendix means such statute as from time to time amended, modified, supplemented or replaced, including by succession of comparable successor statutes, and includes any rules and regulations promulgated under such statute and any judicial and administrative interpretations of such statute.

(f)Calculation of any amount on, for or as of any date will be determined at or as of the close of business on such day after the application of any monies, payments and other transactions to be applied on such day.

(g)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the word “to” means “to but excluding” and the word “through” means “to and including.”

(h)All terms defined in this Appendix apply to the singular and plural forms of such terms and the term “including” means “including without limitation.”

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(i)References to a Person are also to its permitted successors and assigns.

Definitions

“Account” means each Initial Account and, from the related Addition Date, each Additional Account and excluding, from the related Redesignation Date, each Redesignated Account.

“Account Schedule” means the Initial Account Schedule, as the same may be from time to time supplemented by the Additional Account Schedules, amended by the Redesignated Account Schedules, or otherwise modified.

“Accumulation Period” means, for any Series or Class, a period following the related Revolving Period during which Principal Collections are accumulated in a Series Account for the benefit of the Noteholders of such Series or Class and which will be a controlled accumulation period or other accumulation period, in each case, as defined with respect to such Series or Class in the related Indenture Supplement.

“Act of Noteholders” has the meaning specified in Section 11.3(a) of the Indenture.

“Addition Date” means the date on which Additional Accounts will be designated by the Seller pursuant to the related Receivables Purchase Agreement and designated by the related Depositor pursuant to the related Sale and Servicing Agreement, in each case, as specified in the related Addition Notice.

“Addition Notice” means, for any Additional Accounts, (a) a notice provided by the Seller (or the Servicer on its behalf) to the related Depositor pursuant to the related Receivables Purchase Agreement and (b) a notice provided by the related Depositor (or the Servicer on its behalf) to the Owner Trustee, the Indenture Trustee and the Rating Agencies pursuant to the related Sale and Servicing Agreement, in each case, specifying the Additional Cutoff Date, the Addition Date and the Eligible Receivable Origination Cutoff Date for such Additional Accounts.

“Additional Account” means each floorplan financing account established with a Dealer pursuant to a Sales and Service Agreement or a Floorplan Financing Agreement that is designated by the Seller pursuant to Section 2.6(a) of the related Receivables Purchase Agreement, designated by the related Depositor pursuant to Section 2.6(a) of the related Sale and Servicing Agreement and identified in the applicable Additional Account Schedule (it being understood, that any Dealer may have more than one floorplan financing account, depending on how many dealership locations and credit lines the Dealer has, and that all or only a portion of a Dealer’s floorplan financing accounts may be designated to the Issuer).

“Additional Account Schedule” means, for each Additional Cutoff Date, a computer file or list specifying by Dealer account number the related Additional Accounts and the principal amount of the Receivables originated in such Additional Accounts as of such Additional Cutoff Date.

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“Additional Cutoff Date” means, for Additional Accounts, the day specified in the related Addition Notice.

“Adjusted Invested Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Adjusted Pool Balance” means, for any date, the sum of (a) the Pool Balance on such date, plus (b) the Excess Funding Amount on such date.

“Adjustment Fees” means the amounts payable by Ford to Ford Credit in connection with Ford’s assignment to Ford Credit under the Sale and Assignment Agreement of Ford’s right to receive amounts payable by a Dealer from time to time in respect of such Dealer’s purchase of New Vehicles manufactured or distributed by Ford pursuant to the related Sales and Service Agreement.

“Adjustment Payment” means, for any reduction in the principal amount of a Receivable pursuant to Section 3.8(a) of the related Sale and Servicing Agreement, an amount equal to the lesser of (a) the amount, if any, by which the Depositor Amount, as reduced by the amount of such reduction, would be less than the Required Depositor Amount on the preceding Calculation Date (if such Calculation Date is a Determination Date, after giving effect to the allocations, payments, withdrawals and deposits to be made on the Payment Date following such Determination Date), or (b) the amount of such reduction.

“Administration Agreement” means the Second Amended and Restated Administration Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among the Issuer, the Administrator and the Indenture Trustee.

“Administrator” means Ford Credit, or any successor Administrator under the Administration Agreement.

“Adverse Effect” means, for any action, an action that would (a) result in the occurrence of an Amortization Event or an Event of Default or (b) materially and adversely affect the amount or timing of payments to be made to the Noteholders of any Series or Class pursuant to the Sale and Servicing Agreements, the Indenture or the related Indenture Supplement.

“Affiliate” means, for any specified Person, any other Person controlling, controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Amortization Event” means, for any Series, a Trust Amortization Event or a Series Amortization Event.

“Amortization Period” means, for any Series or Class, a period following the related Revolving Period or Accumulation Period, as applicable, during which Principal Collections are paid to the Noteholders of such Series or Class and which will be the Early Amortization Period,

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a controlled amortization period, a partial amortization period or other amortization period, in each case, as defined with respect to such Series or Class in the related Indenture Supplement.

“Applicable Law” means, for any Person, any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether federal, state or local, in each case, applicable to or binding upon such Person or to which such Person is subject.

“Applicable Servicing Criteria” has the meaning specified in Section 6.6(d) of the Indenture.

“Applicable Tax State” means the State in which the Owner Trustee maintains its Corporate Trust Office, the State in which the Owner Trustee maintains its principal executive offices and the State of Michigan.

“Assignment” means, (a) for any Receivables Purchase Agreement, an assignment (including an acceptance by the related Depositor) in substantially the form of Exhibit A to such Receivables Purchase Agreement and (b) for any Sale and Servicing Agreement, an assignment (including an acceptance by the Issuer) in substantially the form of Exhibit A to such Sale and Servicing Agreement.

“Authenticating Agent” has the meaning specified in Section 2.13 of the Indenture.

“Available Depositor Collections” means, for any Deposit Date or Collection Period, the sum of the Available Depositor Interest Collections and the Available Depositor Principal Collections for such Deposit Date or Collection Period.

“Available Depositor Interest Collections” means, for any Deposit Date or Collection Period, an amount equal to (a) the Depositor Interest Collections, minus (b) the Excess Depositor Interest Collections, each for such Deposit Date or Collection Period.

“Available Depositor Principal Collections” means, for any Deposit Date or Collection Period, an amount equal to (a) the Depositor Principal Collections, minus (b) the Excess Depositor Principal Collections, each for such Deposit Date or Collection Period.

“Available Subordinated Amount” has, for each Series, the meaning specified in the related Indenture Supplement.

“Average Reference Rate” means, for any Collection Period, a rate per annum equal to the weighted average (weighted by the principal amount of the related Receivables) of the Reference Rates in effect under the Floorplan Financing Agreements for the Accounts during such Collection Period.

“Back-up Servicer” means, for any date, the Person named as “Back-up Servicer” in the Back-up Servicing Agreement that is in effect on such date, if any.  As of the date of this Agreement, the “Back-up Servicer” means Wells Fargo Bank, National Association, a national banking association.  If no Back-up Servicing Agreement is in effect on any date, all references to the Back-up Servicer in the Transaction Documents will be deemed to be deleted and to have no further effect.

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“Back-up Servicer Reserve Account” has the meaning specified in Section 8.3(c)(i) of the Indenture.

“Back-up Servicing Agreement” means, for any date, the back-up servicing agreement among the Depositors, the Issuer, the Servicer and the Back-up Servicer that is in effect on such date, if any.  As of December 1, 2010, the “Back-up Servicing Agreement” means the Amended and Restated Back-up Servicing Agreement, dated as of October 1, 2009, as amended and restated as of December 1, 2010, among FCF Corp and FCF LLC, as Depositors, Ford Credit, as Servicer, the Issuer, and Wells Fargo Bank, National Association, as Back-up Servicer.  If no Back-up Servicing Agreement is in effect on any date, all references to the Back-up Servicing Agreement in the Transaction Documents will be deemed to be deleted and to have no further effect.

“Back-up Servicing Fee” has the meaning specified in Section 1.1 of the Back-up Servicing Agreement.

“Back-up Servicing Officer” means any officer of the Back-up Servicer involved in, or responsible for, the back-up servicing of the Receivables whose name appears on a list of servicing officers furnished to the Servicer by the Back-up Servicer, as such list may be amended from time to time.

“Bank Accounts” means each of the Trust Accounts and, for any Series, the related Series Accounts.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. 101 et seq.

“Book-Entry Notes” means beneficial interests in the Notes, the ownership and transfers of which will be made through book entries by a Clearing Agency as described in Section 2.10 of the Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in The City of New York, the State of Delaware or, with respect to the Back-up Servicing Agreement and the Back-up Servicer, the State of Minnesota, are authorized or obligated by law, executive order or governmental decree to be closed.

“Calculation Date” means, (a) for any Series other than a Variable Funding Note Series, the most recent Determination Date (or, if there is no most recent Determination Date, the related Closing Date), after giving effect to the allocations, payments, withdrawals and deposits to be made on the Payment Date following such Determination Date, and (b) for any Variable Funding Note Series, the latest to occur of the most recent Determination Date, Increase Date or Decrease Date (or if there is no most recent Determination Date, Increase Date or Decrease Date, the Closing Date) and, if such Calculation Date is a Determination Date, after giving effect to the allocations, payments, withdrawals and deposits to be made on the Payment Date following such Determination Date.

“Cash Management Agreement” means an agreement entered into between Ford Credit and a Dealer under which the Dealer may from time to time (a) prepay its obligations arising

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under the related Floorplan Financing Agreement and (b) request new advances from Ford Credit of amounts previously prepaid under such Cash Management Agreement.

“Class” means, for any Series, any one of the classes of Notes of such Series.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act and serving as clearing agency for a Series or Class of Book-Entry Notes.

“Closing Date” has, for any Series, the meaning specified in the related Indenture Supplement.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means the Master Collateral and the Series Collateral.

“Collection Account” has the meaning specified in Section 8.3(a) of the Indenture.

“Collection Period” means, for each Deposit Date, Determination Date and Payment Date, unless otherwise specified in an Indenture Supplement, the preceding calendar month; provided, that if the Servicer is required to make daily deposits of Collections into the Collection Account pursuant to Section 8.4(b) of the Indenture, the related Collection Period for any Deposit Date will be the calendar month in which such Deposit Date occurs.

“Collections” means Interest Collections and Principal Collections.

“Continuing Errors” has the meaning specified in Section 6.2(f) of the Sale and Servicing Agreements.

“Control Agreement” means the Account Control Agreement, dated as of December 1, 2010, among the Issuer, the Indenture Trustee and The Bank of New York Mellon, in its capacity as a securities intermediary, relating to the Trust Accounts.

“Corporate Trust Office” means:

(a)for the Indenture Trustee:

101 Barclay Street
Floor 4W
New York, New York 10286
Attention: Corporate Trust Administration
Telephone:  (212) 815-5331
Fax:  (212) 815-8091

or at such other address in the Borough of Manhattan in The City of New York as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Owner Trustee, the Administrator and the Depositors; and

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(b)for the Owner Trustee:

300 Delaware Street
Wilmington, Delaware 19801
Attention: Corporate Trust Services
Telephone:  (302) 576-3704
Fax:  (302) 576-3717

with a copy to:

U.S. Bank National Association
209 S. LaSalle Street
Chicago, Illinois 60604
Telephone:  (312) 325-8904
Fax:  (312) 325-8905

or at such other address in the State of Delaware as the Owner Trustee may designate from time to time by notice to the Indenture Trustee, the Administrator and the Depositors.

“Cutoff Date” means the close of business on July 11, 2001.

“Data Dictionary” has the meaning specified in Section 1.1 of the Back-up Servicing Agreement.

“DBRS” means DBRS, Inc.

“Dealer” means a Person engaged in the business of purchasing Vehicles from a manufacturer or distributor of such Vehicles and holding such Vehicles for sale or lease in the ordinary course of business.

“Decrease Date” means, for any Variable Funding Note Series, the date on which the Invested Amount of such Series is decreased at the direction of the Depositors in accordance with the related Indenture Supplement.

“Default” means any occurrence that with notice or the lapse of time or both would become an Event of Default.

“Defaulted Receivable” means each Sold Receivable that on any date:

(a)has been charged off as uncollectible in accordance with the Floorplan Financing Guidelines; or

(b)remains outstanding and owned by the Issuer more than six calendar months after the date on which the related Account was redesignated pursuant to Section 2.8(b) of the related Sale and Servicing Agreement because such Account became a Performance Impaired Ineligible Account.

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“Definitive Notes” means Notes in definitive, fully registered form.

“Deposit Date” means each day on which the Servicer deposits Collections into the Collection Account pursuant to Section 8.4(b) of the Indenture.

“Depositor Amount” means, for any date, an amount equal to the Adjusted Pool Balance on such date, minus the aggregate Adjusted Invested Amounts for all Series on such date.

“Depositor Interest” has the meaning specified in Section 3.1 of the Trust Agreement.

“Depositor Interest Account” has the meaning specified in Section 3.5 of the Trust Agreement.

“Depositor Interest Collections” means, for any Deposit Date or Collection Period, the product of (a) the Depositor Percentage for such Deposit Date or Collection Period, times (b) the Interest Collections for such Deposit Date or Collection Period.

“Depositor Percentage” means, for any Deposit Date or Collection Period:

(a)for allocating Interest Collections for such Deposit Date or Collection Period, the percentage (not less than zero) equal to 100%, minus the sum of the Floating Investor Percentages for such Deposit Date or Collection Period for all Series; and

(b)for allocating Principal Collections for such Deposit Date or Collection Period, the percentage (not less than zero) equal to 100%, minus the sum of (i) the Floating Investor Percentages for such Collection Period for all Series that are in their Revolving Periods and (ii) the Fixed Investor Percentages for such Collection Period for all Series that are not in their Revolving Periods.

“Depositor Principal Collections” means, for any Deposit Date or Collection Period, the product of (a) the Depositor Percentage for such Deposit Date or Collection Period, times (b) the Principal Collections for such Deposit Date or Collection Period.

“Depositors” means FCF Corp and FCF LLC.

“Designated Jurisdictions” means, (a) for FCF Corp: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Illinois, Kansas, Minnesota, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington, Wisconsin and Wyoming and (b) for FCF LLC: Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia and the District of Columbia.

“Determination Date” means, for any Payment Date, the day that is two Business Days before such Payment Date.

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“Developmental Dealer Receivables” means all amounts shown on the Servicer’s records as amounts payable by any Dealer in which Ford or any Affiliate of Ford has an equity investment exceeding 5% as determined by the Servicer.

“Dollars,” “$” or “U.S.$” means United States dollars.

“DTC” means The Depository Trust Company.

“DTC Letter” means, for any Series, the letter of representations for such Series, to be dated on or about the Closing Date for such Series, between the Issuer and DTC.

“Early Amortization Period” has, for any Series, the meaning specified in the related Indenture Supplement.

“Eligible Account” means, for any date, each individual floorplan financing account established with a Dealer pursuant to a Sales and Service Agreement or a Floorplan Financing Agreement that:

(a)is in existence and maintained and serviced by or on behalf of the Seller;

(b)relates to a Dealer showroom located in one of the Designated Jurisdictions for the related Depositor;

(c)is in favor of a Dealer that is not classified by the Servicer as “status” (or comparable classification) under the Floorplan Financing Guidelines by reason of (i) such Dealer’s failure to make any principal or interest payment when due under the related Sales and Service Agreement or Floorplan Financing Agreement or (ii) the occurrence of an Insolvency Event with respect to such Dealer; and

(d)is an Account in respect of which no material amounts have been charged off as uncollectible within the previous 24 months.

“Eligible Receivable” means each Receivable that:

(a)was originated or acquired by the Seller in the ordinary course of business and, (i) in the case of a Receivable described in clauses (a) or (b) of the definition of “Receivable,” was originated or acquired on or after June 1, 2001 or (ii) in the case of a Receivable relating to an Account designated on any Addition Date, was originated or acquired on or after the Eligible Receivable Origination Cutoff Date specified in the related Addition Notice;

(b)except for any Adjustment Fees payable by Ford and Permitted Liens, is secured by a perfected first priority security interest in the related Vehicle;

(c)relates to a Vehicle owned by the related Dealer;

(d)is the subject of a valid sale and assignment from the related Depositor to the Issuer of all of such Depositor’s rights and interest in such Receivable, including

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(i) all Related Security, (ii) all related rights under, as applicable, the Sales and Service Agreement, the Sale and Assignment Agreement and the Floorplan Financing Agreement and (iii) all related proceeds;

(e)is created in compliance with all requirements of Applicable Law and pursuant to, as applicable, the Sales and Service Agreement, the Sale and Assignment Agreement or the Floorplan Financing Agreement;

(f)as to which Ford, Ford Credit and the related Depositor, as applicable, have obtained all material consents and governmental authorizations required to be obtained by them in connection with (i) the creation of the Receivable, the sale of the Receivable to the Issuer and the pledge of the Receivable to the Indenture Trustee and (ii) if applicable, Ford’s performance under the related Sales and Service Agreement, Ford’s performance under the related Sale and Assignment Agreement and/or Ford Credit’s performance under the related Floorplan Financing Agreement;

(g)as to which the Issuer will at all times have good and marketable title, free and clear of all Liens, other than Permitted Liens;

(h)except for any Adjustment Fees payable by Ford, will at all times be the legal and assignable payment obligation of the related Dealer, enforceable against such Dealer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or other similar laws;

(i)as to any Adjustment Fees payable by Ford, will at all times be the legal and assignable payment obligation of Ford, enforceable against Ford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or other similar laws;

(j)is not subject to any right of rescission, setoff or any other defense of the related Dealer or Ford, as applicable, including defenses arising out of violations of usury laws;

(k)as to which Ford, Ford Credit and the related Depositor, as applicable, have satisfied in all material respects all of their obligations required to be satisfied by them;

(l)as to which none of Ford, Ford Credit or the related Depositor, as applicable, has taken or failed to take any action that would materially impair the rights of the Issuer or the Indenture Trustee in the Receivable; and

(m)constitutes either a “general intangible,” an “account,” a “payment intangible” or “tangible chattel paper,” each as defined in Article 9 of the UCC.

“Eligible Receivable Origination Cutoff Date” means, for any Additional Accounts, the day specified in the Addition Notice delivered with respect to such Additional Accounts; provided, that such day will not be more than 60 days prior to the related Addition Date.

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“Eligible Servicer” means any of the Indenture Trustee, the Back-up Servicer or such other Person that, at the time of such other Person’s appointment as Servicer, (a) is legally qualified to service the Receivables and the related Accounts and (b) in the sole determination of the Indenture Trustee, which determination will be conclusive and binding, has demonstrated the ability to professionally and competently service receivables originated in similar accounts in accordance with high standards of skill and care.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Errors” has the meaning specified in Section 6.2(f) of the Sale and Servicing Agreements.

“Event of Default” has the meaning specified in Section 5.1(b) of the Indenture.

“Excess Depositor Interest Collections” means, for any Deposit Date or Collection Period, an amount equal to the product of (a) the Excess Depositor Percentage for such Deposit Date or Collection Period, times (b) the Interest Collections for such Deposit Date or Collection Period.

“Excess Depositor Percentage” means:

(a)for allocating Interest Collections for any Deposit Date or Collection Period, the percentage (not less than zero) equal to 100%, minus the sum of (i) the sum of the Floating Investor Percentages for all Series for such Deposit Date or Collection Period plus (ii) the percentage equivalent of a fraction, the numerator of which is the Trust Available Subordinated Amount as of the Determination Date occurring in the preceding Collection Period, and the denominator of which is the Adjusted Pool Balance on the last day of the preceding month; and

(b)for allocating Principal Collections for any Deposit Date or Collection Period, the percentage (not less than zero) equal to 100%, minus the sum of (i) the sum of the Floating Investor Percentages for all Series that are in their “Revolving Periods” for such Deposit Date or Collection Period and the Fixed Investor Percentages for all Series that are not in their Revolving Periods for such Deposit Date or Collection Period plus (ii) the percentage equivalent of a fraction, the numerator of which is the Trust Available Subordinated Amount as of the Determination Date occurring in the preceding Collection Period, and the denominator of which is the Adjusted Pool Balance on the last day of the preceding month.

“Excess Depositor Principal Collections” means, for any Deposit Date or Collection Period, an amount equal to the product of (a) the Excess Depositor Percentage for such Deposit Date or Collection Period, times (b) the Principal Collections for such Deposit Date or Collection Period.

“Excess Funding Account” has the meaning specified in Section 8.3(b) of the Indenture.

“Excess Funding Amount” means, for any date, the amount in the Excess Funding Account (excluding any net investment earnings) on such date.

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“Excess Interest Collections” has, for any Series, the meaning specified in the related Indenture Supplement.

“Excess Interest Sharing Group” means all Excess Interest Sharing Series that have the same Excess Interest Sharing Group designation.

“Excess Interest Sharing Series” means a Series that is entitled to receive from, or will provide to, other Series in the same Excess Interest Sharing Group, certain excess Interest Collections as set forth in the related Indenture Supplement.

“Exchangeable Receivable” has the meaning specified in Section 2.10 of the Sale and Servicing Agreements.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Date” has the meaning specified in Section 2.10 of the Sale and Servicing Agreements.

“FCF Corp” means Ford Credit Floorplan Corporation, a Delaware corporation.

“FCF LLC” means Ford Credit Floorplan LLC, a Delaware limited liability company.

“Final Maturity Date” has, for any Series, the meaning specified in the related Indenture Supplement.

“Financial Institution” means The Bank of New York Mellon in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC.

“Fitch” means Fitch, Inc.

“Fixed Investor Percentage” has, for any Series, the meaning specified in the related Indenture Supplement.

“Fleet Receivables” means all amounts shown on the Servicer’s records as amounts payable by any Dealer under a credit line that is designated by the Servicer specifically for fleet purchases of Vehicles by such Dealer.

“Floating Investor Percentage” has, for any Series, the meaning specified in the related Indenture Supplement.

“Floorplan Financing Agreement” means, collectively, the group of related agreements, as in effect from time to time, among the Seller, the related Dealer and, in the case of New Vehicles, a Manufacturer, pursuant to which (a) the Seller agrees to extend credit to such Dealer to finance New Vehicles manufactured or distributed by such Manufacturer and/or Program Vehicles and Used Vehicles, (b) the Seller has a security interest in the Vehicles financed by the Seller, certain other Vehicles, certain other collateral and the proceeds of the foregoing, (c) such Dealer agrees to repay advances made by the Seller at the time the related Vehicle is sold or

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leased and (d) the obligations of such Dealer to repay such advances is evidenced by one or more promissory notes of such Dealer.

“Floorplan Financing Guidelines” means (a) for so long as Ford Credit or an Affiliate of Ford Credit is the Servicer, the policies and procedures of Ford Credit, as such policies and procedures may be amended from time to time, relating to (i) the operation of its floorplan financing business, including the policies and procedures for determining the interest rate charged to Dealers, the other terms and conditions relating to Ford Credit’s floorplan financing accounts, the creditworthiness of Dealers and the extension of credit to Dealers, (ii) the maintenance of accounts and collection of receivables and (iii) Cash Management Agreements, and (b) for any Successor Servicer, the policies and procedures of such Successor Servicer for servicing dealer floorplan receivables comparable to the Receivables that the Successor Servicer services for its own account or others.

“Ford” means Ford Motor Company, a Delaware corporation.

“Ford Credit” means Ford Motor Credit Company LLC, a Delaware limited liability company.

“Global Note” has the meaning specified in Section 2.11 of the Indenture.

“Governmental Authority” means the United States of America or any State or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government of the United States of America or any State or other political subdivision thereof having jurisdiction over the applicable Person.

“Grant” means to mortgage, pledge, assign and to grant a lien upon and a security interest in the relevant property.

“Hedge Counterparty” has, for any Series, the meaning, if any, specified in the related Indenture Supplement.

“Increase Date” means (a) any Series Issuance Date and (b) for any Variable Funding Note Series, any date on which the Invested Amount of such Series is increased at the direction of the Depositors in accordance with the related Indenture Supplement.

“Incremental Subordinated Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Indemnified Person” has the meaning specified in Section 4.2 of the Receivables Purchase Agreements, Section 4.3(a) of the Sale and Servicing Agreements, Section 6.7(c) of the Indenture, Section 7.2(b) of the Trust Agreement and Sections 4.1(a) and (b) of the Administration Agreement, as applicable.

“Indenture” means the Second Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of December 1, 2010, between the Issuer and the Indenture Trustee.

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“Indenture Supplement” means, for any Series, a supplement to the Indenture, executed and delivered in connection with the original issuance of the Notes of such Series pursuant to Section 9.1 of the Indenture, and an amendment to the Indenture executed pursuant to Sections 9.1 or 9.2 of the Indenture.

“Indenture Trustee” means The Bank of New York Mellon, a New York banking corporation, in its capacity as indenture trustee under the Indenture, and any successor indenture trustee under the Indenture.

“Independent” means that the relevant Person (a) is independent of the Issuer, the Depositors and any of their Affiliates, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, the Depositors or any of their Affiliates and (c) is not an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions of or for the Issuer, the Depositors or any of their Affiliates.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under Section 11.1 of the Indenture, signed by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and stating that the Person executing such certificate or opinion has read the definition of “Independent” and that such Person executing such certificate or opinion is Independent.

“Ineligible Account” means, for any date, each Account that is not an Eligible Account on such date.

“Ineligible Receivable” means, for any date, each Receivable that is not an Eligible Receivable on such date.

“Initial Account” means each floorplan financing account established with a Dealer pursuant to a Sales and Service Agreement or a Floorplan Financing Agreement that is identified in the Initial Account Schedule (it being understood, that any Dealer may have more than one floorplan financing account, depending on how many dealership locations or credit lines the Dealer has, and that all or only a portion of a Dealer’s floorplan financing accounts may be designated).

“Initial Account Schedule” means a computer file or list specifying by Dealer account number the Initial Accounts and the aggregate principal amount of the Receivables originated in such Initial Accounts as of the Cutoff Date.

“Initial Invested Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Insolvency Event” means, for a specified Person (a) the making of a general assignment for the benefit of creditors, (b) the filing of a voluntary petition in bankruptcy, (c) being adjudged bankrupt or insolvent, or having had an order entered against such Person for relief in any bankruptcy or insolvency proceeding, (d) the filing by such Person of a petition or answer seeking reorganization, liquidation, dissolution or similar relief under any statute, law or regulation, (e) seeking, consenting to or acquiescing in the appointment of a trustee, liquidator, receiver or similar official of such Person or of all or any substantial part of such Person’s assets,

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(f) the failure to obtain dismissal or a stay within 60 days of the commencement of or the filing by such Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in any proceeding against such Person seeking (i) reorganization, liquidation, dissolution or similar relief under any statute, law or regulation, or (ii) the appointment of a trustee, liquidator, receiver or similar official of such Person or of all or any substantial part of such Person’s assets, or (g) the failure by such Person generally to pay its debts as such debts become due.

“Insurance Proceeds” means, for an Account, any amounts received by the Servicer pursuant to any policy of insurance that are required to be paid to the Seller pursuant to the related Floorplan Financing Agreement.

“Interest Collections” means, without duplication, (a) all payments received by the Servicer on account of amounts billed and payable with respect to the Sold Receivables that constitute (i) interest, and (ii) other non-principal and non-interest charges, including flat charges established by the Seller from time to time to cover miscellaneous costs, (b) net investment earnings on the Trust Accounts and (c) all Recoveries.

“Interest Collections Shortfall” has, for any Series, the meaning specified in the related Indenture Supplement.

“Interest Rate Hedge” has, for any Series, the meaning, if any, specified in the related Indenture Supplement.

“In-Transit Period” means, for any Vehicle, the period from the day the Vehicle is released from the factory by Ford for delivery to a Dealer through the day of delivery of the Vehicle to such Dealer.

“Invested Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Investment Company Act” means the Investment Company Act of 1940.

“Investor Percentage” has, for any Series, the meaning specified in the related Indenture Supplement.

“Invoice Amount” means the total amount payable by a Dealer to the Seller for a Vehicle as set forth on the Vehicle invoice issued by Ford.

“Issuer” means Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust.

“Issuer Order” and “Issuer Request” mean an order or request signed in the name of the Issuer by any one of its Responsible Persons and delivered to the Indenture Trustee.

“Lien” means a security interest, lien, charge, pledge or encumbrance.

“Manufacturer” means, for any Receivable, the manufacturer or distributor of the Vehicle relating to such Receivable.

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“Master Collateral” means (a) the Trust Property, (b) the Issuer’s rights under the Sale and Servicing Agreements, (c) all present and future claims, demands, causes in action and choses in action in respect of the foregoing, and (d) all payments on and proceeds of the foregoing.

“Medium and Heavy Truck Receivables” means all amounts shown on the Servicer’s records as amounts payable by any Dealer under a credit line that is designated by the Servicer specifically for purchases of new and used medium- and heavy-duty trucks or vans by such Dealer.

“Monthly Back-up Servicing Fee” has, for any Series, the meaning specified in the related Indenture Supplement.

“Monthly Data File” has the meaning specified in Section 1.1 of the Back-up Servicing Agreement.

“Monthly Investor Report” means, for any Series, a report prepared by the Servicer no later than each Determination Date for the preceding Collection Period in substantially the form set forth in the related Indenture Supplement.

“Monthly Remittance Required Rating” means a rating of at least (a) “R-1(middle)” from DBRS, (b) “F1” from Fitch, (c) “P-1” from Moody’s, and (d) “A-1” from Standard & Poor’s; provided, that the rating from any Rating Agency will only be required if such Rating Agency is then rating a Series or Class of Notes.

“Monthly Servicing Fee” has, for any Series, the meaning specified in the related Indenture Supplement.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Adjusted Pool Balance” means, for any date, the sum of (a) the Adjusted Pool Balance on such date, plus (b) during an Accumulation Period or Amortization Period for any Series, Principal Collections in the Collection Account (excluding any net investment earnings) allocable to such Series, plus (c) the amount in the Principal Funding Accounts (excluding any net investment earnings) for all Series.

“New Vehicle” means any Vehicle that is a currently untitled Vehicle or is designated by the Servicer specifically for Dealer demonstration use.

“Non-Conforming Receivable Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Note Balance” means, for a Note, Class, Series or all of the Notes, (a) the initial principal balance of such Note or the initial aggregate principal balance of such Class, Series or Notes, respectively, plus (b) for any Variable Funding Note Series, all increases in the principal balance of any Note, Class or all of the Notes of such Variable Funding Note Series on any Increase Date, minus (c) all amounts distributed on such Note or such Class, Series or Notes, respectively, that is allocable to principal.

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“Note Interest Rate” means, for any date and for any Series or Class, the interest rate on such date specified in the related Indenture Supplement.

“Note Owner” means, for a Book-Entry Note, the Person who is the beneficial owner of a Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (as a direct participant or as an indirect participant, in each case, in accordance with the rules of such Clearing Agency).

“Note Paying Agent” means the Indenture Trustee and any other paying agent appointed pursuant to Section 2.14 of the Indenture.

“Note Register” and “Note Registrar” have the meanings specified in Section 2.5(a) of the Indenture.

“Noteholder” means the Person in whose name a Note is registered on the Note Register.

“Notes” means the asset backed notes issued by the Issuer pursuant to the Indenture and the Indenture Supplements.

“Officer’s Certificate” means, (a) for the Issuer, the Seller, the Depositors or the Servicer, unless otherwise specified in the Indenture, a certificate delivered to the Indenture Trustee signed by any Responsible Person of such Person, under the circumstances described in, and otherwise complying with, the requirements of Section 11.1 of the Indenture, or (b) for any other Person, unless otherwise specified in any Transaction Document, a certificate signed by the Chairman of the Board, Vice Chairman of the Board, President or any Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, Manager or Responsible Person of such Person.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for, or an employee of, the Person providing the opinion and who is reasonably acceptable to the Indenture Trustee.

“Organizational Documents” means, for any Person, such Person’s certificate or articles of incorporation and bylaws, certificate of formation and limited liability company agreement, certificate of trust and trust agreement or other similar documents.

“Other Assets” means any assets or interest in any assets (other than the Trust Property) conveyed or purported to be conveyed by either Depositor to any Person other than the Issuer, whether by way of a sale, capital contribution, the Grant or a Lien or otherwise.

“Outstanding” means, for any date, all Notes authenticated and delivered under the Indenture and any Indenture Supplement on or before such date, except:

(a)Notes cancelled by the Note Registrar on or before such date or delivered to the Note Registrar for cancellation;

(b)Notes or portions of Notes to the extent an amount necessary to pay all or a portion of such Notes has been deposited with the Indenture Trustee or any Note Paying Agent in trust for the Noteholders of such Notes on or before such date;

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provided, however, that (i) if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or the related Indenture Supplement or provision for such notice has been made in a manner satisfactory to the Indenture Trustee and (ii) during an Accumulation Period for any Notes, such Notes will remain Outstanding, notwithstanding any amounts in respect of such Notes in the Bank Accounts, until the Payment Date on which such amounts are first payable to the related Noteholders; and

(c)Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to the Indenture and any Indenture Supplement unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser.

Notwithstanding the foregoing, in determining whether (i) the Noteholders of the required Note Balance have given any request, demand, authorization, direction, notice, consent or waiver under any Transaction Document, Notes owned by the Issuer, the Seller, the Depositors, the Servicer or their Affiliates will be deemed not to be Outstanding, and (ii) the Indenture Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Person of the Indenture Trustee knows to be so owned will be deemed not to be Outstanding; provided, however, that such Notes will be deemed to be Outstanding for purposes of determining such required Note Balance if (A) no other Notes remain Outstanding, or (B) such Notes have been pledged in good faith and the pledgee establishes to the satisfaction of the Indenture Trustee, the pledgee’s right to act with respect to such Notes and that the pledgee is not the Issuer, the Seller, the Depositors, the Servicer or their Affiliates.

“Owner Trustee” means U.S. Bank Trust National Association, a national banking association, in its capacity as owner trustee under the Trust Agreement, and any successor owner trustee under the Trust Agreement.

“Payment Date” means, for any Series, unless otherwise specified in the related Indenture Supplement, the 15th day of each calendar month, or if such day is not a Business Day, the next Business Day.

“Performance Impaired Ineligible Account” means an Account that does not satisfy the condition specified in clause (d) of the definition of “Eligible Account.”

“Permitted Investments” means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form that evidence:

(a)direct non-callable obligations of, and obligations fully guaranteed as to timely payment by, the United States;

(b)demand deposits, time deposits, certificates of deposit or bankers’ acceptances of any depository institution or trust company (i) incorporated under the laws of the United States or any State or any United States branch or agency of a foreign bank, (ii) subject to supervision and examination by federal or State banking or depository institution authorities, and (iii) that at the time the investment or

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contractual commitment to invest is made, the commercial paper or other short-term unsecured debt obligations (other than obligations with a rating based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company have the Required Rating;

(c)commercial paper, including asset-backed commercial paper, having, at the time the investment or contractual commitment to invest is made, the Required Rating;

(d)investments in money market funds having, at the time the investment or contractual commitment to invest is made, a rating in the highest investment grade category from each of the Rating Agencies (including funds for which the Indenture Trustee or the Owner Trustee or any of their Affiliates is investment manager or advisor);

(e)repurchase obligations with respect to any security that is a direct non-callable obligation of, or fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above; and

(f)any other investment that satisfies the Rating Agency Condition.

“Permitted Lien” means (a) a tax, mechanics’ or other Lien that attaches by operation of law, (b) any security interest of a Depositor in the Purchased Assets under the related Receivables Purchase Agreement, the Issuer in the Sold Assets under the related Sale and Servicing Agreement or the Indenture Trustee in the Collateral under the Indenture or (c) Liens granted to Ford Credit pursuant to any agreement or arrangement other than a Floorplan Financing Agreement in accordance with Article VI of each Receivables Purchase Agreement.

“Person” means any legal person, including any corporation, natural person, joint venture, limited liability company, partnership, trust, business trust, association, government, any department or agency of any government or any other entity of whatever nature.

“Pool Balance” means, for any date, the aggregate principal amount of the Receivables owned by the Issuer on such date.

“Predecessor Servicer Work Product” has the meaning specified in Section 6.2(f) of the Sale and Servicing Agreements.

“Principal Collections” means, without duplication, (a) all payments received by the Servicer on account of amounts payable with respect to the Sold Receivables that constitute principal and (b) all amounts representing prepayments by related Dealers pursuant to any Cash Management Agreements, excluding, in each case, Recoveries.  Any exchanges of Principal Receivables as provided in Section 2.10 of the Sale and Servicing Agreements will not be included as Principal Collections.

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“Principal Funding Account” has, for any Series, the meaning specified in the related Indenture Supplement.

“Principal Sharing Group” means all Principal Sharing Series that have the same Principal Sharing Group designation.

“Principal Sharing Series” means a Series that shares Shared Principal Collections allocable to the Series in the same Principal Sharing Group, as set forth in the related Indenture Supplement.

“Principal Shortfall” has, for any Series, the meaning specified in the related Indenture Supplement.

“Principal Terms” means, for any Series:

(a)the name or designation;

(b)the initial principal amount (or method for calculating such amount) and the Invested Amount;

(c)the Note Interest Rate for each Class or subclass of Notes of such Series (or method for the determination of such Note Interest Rate);

(d)the Payment Date or Dates and the date or dates from which interest will accrue;

(e)the method for allocating Collections to Noteholders;

(f)the designation of any Series Accounts and the terms governing the operation of any such Series Accounts;

(g)the Servicing Fee and Back-up Servicing Fee, if any;

(h)the terms on which the Notes of such Series may be exchanged for Notes of another Series, repurchased by the Depositors or remarketed to other investors;

(i)the Final Maturity Date;

(j)the number of Classes of Notes of such Series and, if more than one Class, the rights and priorities of each such Class;

(k)the extent to which the Notes of such Series will be issuable in temporary or permanent global form (and, in such case, the depository for such global note or notes, the terms and conditions, if any, upon which such global note may be exchanged, in whole or in part, for Definitive Notes, and the manner in which any interest payable on a temporary or global note will be paid);

(l)whether such Series will be an Excess Interest Sharing Series, and, if so, its Excess Interest Sharing Group designation;

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(m)whether such Series will be a Principal Sharing Series and, if so, its Principal Sharing Group designation;

(n)the Rating Agencies, if any, for such Series; and

(o)any other terms of such Series.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Program Vehicle” means any Vehicle that is (a) a previously titled Vehicle purchased by a Dealer at a closed auction conducted by Ford, or (b) a previously titled Vehicle, including a Vehicle previously subject to Ford Credit’s retail lease programs and purchased by a Dealer at market prices established by Ford Credit or at an auction conducted by Ford.

“Purchase Price” means, for any Receivable and any date on which such Receivable is to be purchased pursuant to Section 3.3(c) of the related Sale and Servicing Agreement, an amount equal to the sum of (a) the amounts payable by the related Dealer on such Receivable as of the date of purchase and (b) without duplication, if applicable, (i) any Adjustment Payment with respect to such Receivable and (ii) all accrued and unpaid interest on such Receivable.

“Purchased Assets” means (a) the Receivables and Related Security, (b) any other property and assets sold and assigned to a Depositor pursuant to Section 2.1(a) of the related Receivables Purchase Agreement, (c) all present and future claims, demands, causes of action and choses in action in respect of any of the foregoing, and (d) all payments on or under and all proceeds in respect of any of the foregoing.

“Qualified Account” means a segregated trust account with a Qualified Institution.

“Qualified Institution” means (a) any bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that (i) is subject to supervision and examination by federal or State banking authorities, (ii) has a short-term deposit rating of “P-1” from Moody’s, “A-1+” from Standard & Poor’s, “F1” from Fitch (if rated by Fitch) and “R-1 (middle)” from DBRS (if rated by DBRS), (iii) if such institution holds any Bank Accounts other than as segregated trust accounts and the deposits are to be held in such accounts more than 30 days, has a long-term unsecured debt rating or issuer rating of “AA” from Standard & Poor’s, “A” or better from Fitch (if rated by Fitch) and “AA (low)” or better from DBRS (if rated by DBRS), and (iv) if such institution is organized under the laws of the United States, whose deposits are insured by the Federal Deposit Insurance Corporation, or (b) the corporate trust department of (i) The Bank of New York Mellon, (ii) U.S. Bank Trust National Association, or (iii) any other bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that is subject to supervision and examination by federal or State banking authorities that (x) is authorized under such laws to act as a trustee or in any other fiduciary capacity, and (y) has a long-term deposit rating of “Baa3” or better from Moody’s, “A” or better from Fitch (if rated by Fitch) and “BBB (high)” or better from DBRS (if rated by DBRS); provided, however, that, notwithstanding the foregoing, (A) if any Rating Agency is no longer rating any Notes, the rating requirements for such Rating

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Agency will no longer be applicable and (B) for any Series Accounts, the rating requirements for any Rating Agency that is not rating any Notes of the related Series will not be applicable.

“Rating Agency” means, for any Series or Class and any date, each nationally recognized statistical rating agency engaged by the Depositors to provide a rating on the Notes of such Series or Class and is then rating such Notes, unless otherwise specified in the related Indenture Supplement.

“Rating Agency Condition” has, for any Series, the meaning specified in the related Indenture Supplement.  Unless the context otherwise requires, satisfaction of the Rating Agency Condition for any action or request arising under (a) any of the Transaction Documents (other than the Indenture Supplements), requires satisfaction of the Rating Agency Condition for each Series and (b) any of the Indenture Supplements, requires satisfaction of the Rating Agency Condition only for the related Series.

“Reassignment” means a reassignment of Receivables pursuant to (a) a Reassignment of Receivables in Redesignated Accounts, between the Seller and the related Depositor, substantially in the form of Exhibit D to the related Receivables Purchase Agreement and/or (b) a Reassignment of Receivables in Redesignated Accounts, among the related Depositor, the Issuer and the Servicer, substantially in the form of Exhibit D to the related Sale and Servicing Agreement.

“Reassignment Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Receivable” means, in connection with an Account, all amounts:

(a)payable by the related Dealer in respect of such Dealer’s purchase of a New Vehicle manufactured or distributed by Ford or its Affiliates pursuant to the related Sales and Service Agreement;

(b)representing Adjustment Fees payable by Ford to Ford Credit in respect of the amounts payable, as described in clause (a) above, that have been purchased by Ford Credit from Ford pursuant to the Sale and Assignment Agreement; and

(c)payable by the related Dealer in respect of an advance made by the Seller (including any re-advances requested by such Dealer from the Seller pursuant to its Cash Management Agreement) to finance a Vehicle under the related Floorplan Financing Agreement;

in each case, together with the group of agreements and other writings, as in effect from time to time, evidencing such amounts and the security interest created in connection therewith.  A Receivable that becomes a Defaulted Receivable will cease to be included as a Receivable on the day on which it becomes a Defaulted Receivable.

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“Receivables Purchase Agreement” means each of:

(a)with respect to FCF Corp as a Depositor, the Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, between FCF Corp, as buyer, and the Seller; and

(b)with respect to FCF LLC as a Depositor, the Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, between FCF LLC, as buyer, and the Seller.

“Record Date” means, unless otherwise specified for a Series in the related Indenture Supplement, (a) the Business Day preceding each Payment Date in the case of Book-Entry Notes and (b) the last day of the calendar month preceding each Payment Date in the case of Definitive Notes.

“Recoveries” means all amounts received, including Insurance Proceeds, by the Servicer for application against Defaulted Receivables.

“Redemption Date” means, for any Series, the date or dates specified in the related Indenture Supplement.

“Redesignated Account” means a former Account that has been redesignated by the Seller pursuant to Section 2.7 of the related Receivables Purchase Agreement and has been redesignated by the related Depositor pursuant to Section 2.7 or 2.8 of the related Sale and Servicing Agreement and, in each case, is identified in the applicable Redesignated Account Schedule.

“Redesignated Account Schedule” means, for any Redesignation Date, a computer file or list specifying the related Redesignated Accounts by Dealer account numbers and the principal amount of the Receivables originated in such Redesignated Accounts as of such Redesignation Date.

“Redesignation Date” means the date on which Accounts are redesignated (a) to the Seller as specified in the related Redesignation Notice provided by the Seller (or the Servicer on its behalf) pursuant to Section 2.7 of the related Receivables Purchase Agreement and (b) to the related Depositor as specified in the related Redesignation Notice provided by the Depositor (or the Servicer on its behalf) pursuant to Section 2.7(b)(i), 2.8(b)(i) or 2.8(c)(i) of the related Sale and Servicing Agreement, as the case may be; provided, however, that, in the case of the redesignation of Ineligible Accounts pursuant to Section 2.8(b) or (c) of the related Sale and Servicing Agreement, as the case may be, the applicable Redesignation Date will be the first day of the Collection Period following the Determination Date on which the Servicer’s records indicate that such Account has become an Ineligible Account, or such earlier date as the related Depositor may elect.

“Redesignation Notice” means, for any Redesignated Accounts, (a) a notice furnished by the Seller (or the Servicer on its behalf) in connection with the redesignation of Accounts as Redesignated Accounts pursuant to Section 2.7(b)(i) of the related Receivables Purchase Agreement and (b) a notice furnished by the related Depositor (or the Servicer on its behalf) in

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connection with the redesignation of Accounts as Redesignated Accounts pursuant to Section 2.7(b)(i), 2.8(b)(i) or 2.8(c)(i) of the related Sale and Servicing Agreement, as the case may be.

“Reference Rate” means, (a) for any Receivable described in clause (a) of the definition of “Receivable,” the per annum rate at which Adjustment Fees are calculated and (b) for any Receivable described in clause (c) of the definition of “Receivable,” the per annum rate of interest designated from time to time by Ford Credit pursuant to the related Floorplan Financing Agreement.

“Regulation AB” means Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as clarified and interpreted by the Securities and Exchange Commission or its staff.

“Related Security” means, for a Receivable, but subject to Section 4.5 of the related Receivables Purchase Agreement, (a) the security interest granted by or on behalf of the related Dealer with respect to such Receivable, including (i) a first priority perfected security interest in the related Vehicle, (ii) a perfected security interest in certain parts inventory, equipment, fixtures, service accounts or realty of such Dealer and (iii) all guarantees of such Receivable and (b) in the case of a Receivable described in clauses (a) or (b) of the definition of “Receivable,” all of the Seller’s rights, remedies, powers and privileges under the Sale and Assignment Agreement.

“Required Depositor Amount” means, for any date, the sum of (a) the sum of the respective products for each Series of (i) the Required Pool Percentage for such Series minus 100%, times (ii) the Initial Invested Amount of such Series plus (b) the sum of the respective Required Subordinated Amounts for each Series on the preceding Calculation Date for such Series.

“Required Pool Balance” means, for any date, the sum of (a) the sum of the respective products for each Series of the Required Pool Percentage for such Series, times the Initial Invested Amount of such Series plus (b) the sum of the respective Required Subordinated Amounts for each Series on the preceding Calculation Date for such Series.

“Required Pool Percentage” has, for any Series, the meaning specified in the related Indenture Supplement.

“Required Rating” means, for short-term unsecured debt obligations, a rating of (a) if rated by DBRS, “R-1 (high)” from DBRS, (b) if rated by Fitch, “F1+” from Fitch, (c) “P-1” from Moody’s and (d) “A-1+” from Standard & Poor’s (or, in the case of money market funds, “AAAm” or “AAAm-G”); provided, that the rating from any Rating Agency will only be required if such Rating Agency is then rating a Series or Class of Notes.

“Required Subordinated Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Responsible Person” means:

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(a)for the Seller, the Depositors, the Administrator, the Servicer and the Back-up Servicer, any Person designated in an Officer’s Certificate of such Person or other notice signed by an officer of such Person as authorized to act for such Person, which Officer’s Certificate or other notice has been sent to all other transaction parties including the Owner Trustee and the Indenture Trustee;

(b)with respect to the Issuer, any officer within the Corporate Trust Office of the Owner Trustee, including any vice president, assistant vice president, secretary, assistant secretary, senior associate or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and for so long as the Administration Agreement is in effect, any Responsible Person of the Administrator, and

(c)with respect to the Indenture Trustee or the Owner Trustee, any officer within the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, as the case may be, including any vice president, assistant vice president, secretary, assistant secretary or any other officer of the Indenture Trustee or the Owner Trustee, as the case may be, customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Revolving Period” has, for any Series or Class, the meaning specified in the related Indenture Supplement.

“Sale and Assignment Agreement” means the Amended and Restated Sale and Assignment Agreement, dated as of June 1, 2001, between Ford and Ford Credit pursuant to which (a) Ford sells and assigns to Ford Credit the right to receive amounts payable by a Dealer to Ford from time to time in respect of such Dealer’s purchase of New Vehicles manufactured or distributed by Ford pursuant to the related Sales and Service Agreement, (b) Ford agrees to pay Ford Credit the related Adjustment Fees in respect of such sale and assignment and (c) Ford assigns to Ford Credit the first priority perfected security interest granted to Ford by such Dealer in such New Vehicles.

“Sale and Servicing Agreement” means each of:

(a)with respect to FCF Corp as a Depositor, the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among FCF Corp, as Depositor, the Servicer and the Issuer; and

(b)with respect to FCF LLC as a Depositor, the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among FCF LLC, as Depositor, the Servicer and the Issuer.

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“Sale Date” means each Business Day occurring before the earlier of (x) the occurrence of an Amortization Event specified in Section 5.1(a)(ii) of the Indenture or (y) the Trust Termination Date, on which day a new Sold Receivable is originated in the Accounts.

“Sales and Service Agreement” means each Sales and Service Agreement, together with any related Vehicle Terms of Sale Bulletin as in effect from time to time, between a Dealer and Ford pursuant to which, among other things, such Dealer purchases from time to time Vehicles from Ford or its Affiliates.

“Secured Parties” means, for each Series, the related Noteholders and any other Person identified as a “Secured Party” in the related Indenture Supplement.

“Securities Account” means each Trust Account established and maintained pursuant to the Control Agreement and each Series Account established and maintained pursuant to the related Series Account Control Agreement.

“Securities Act” means the Securities Act of 1933.

“Seller” means Ford Credit, as seller under the Receivables Purchase Agreements.

“Series” means any series of Notes issued pursuant to the Indenture and the related Indenture Supplement.

“Series Account” means any deposit, trust, securities escrow, reserve or similar account maintained for the benefit of the Noteholders of any Series or Class, as specified in the related Indenture Supplement.

“Series Account Control Agreement” means, for any Series, the Series Account Control Agreement, to be dated as of the Closing Date for such Series, among the Issuer, the Indenture Trustee and the securities intermediary named in such agreement, relating to the Series Accounts for such Series.

“Series Amortization Event” has, for any Series, the meaning specified in the related Indenture Supplement.

“Series Collateral” has, for any Series, the meaning specified in the related Indenture Supplement.

“Series Cutoff Date” has, for any Series, the meaning specified in the related Indenture Supplement.

“Series Final Maturity Date” means, for any Series, the Final Maturity Date for such Series as specified in the related Indenture Supplement.

“Series Issuance Date” means, for any Series, the date on which the Notes of such Series are originally issued in accordance with Section 2.2 of the Indenture and the related Indenture Supplement.

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“Servicer” means Ford Credit, in its capacity as Servicer under each of the Sale and Servicing Agreements and, after any transfer of the servicing duties pursuant to Section 6.2 of the Sale and Servicing Agreements, the Successor Servicer.

“Servicer Termination Event” has the meaning specified in Section 6.1(a) of the Sale and Servicing Agreements.

“Servicing Fee” means, for any Payment Date, the sum of the Monthly Servicing Fees for each Series for such Payment Date.

“Shared Principal Collections” has, for any Series, the meaning specified in the related Indenture Supplement.

“Similar Law” means any federal, state, local or non-U.S. law or regulation that is substantially similar to Title I of ERISA or Section 4975 of the Code.

“Sold Assets” means (a) the Sold Receivables and Related Security, (b) any other property and assets sold and assigned to the Trust pursuant to Section 2.1(a) of the related Sale and Servicing Agreement and the related Assignments, (c) all present and future claims, demands, causes of action and choses in action in respect of any of the foregoing, and (d) all payments on or under and all proceeds in respect of any of the foregoing.

“Sold Receivables” means, with respect to any Account, each Receivable originated in such Account that is (i) an Eligible Receivable or (ii) an Ineligible Receivable transferred in accordance with the provisions of Section 2.9 of the Sale and Servicing Agreements.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“State” means any state or commonwealth of the United States, or the District of Columbia.

“Successor Servicer” has the meaning specified in Section 6.2(a) of the Sale and Servicing Agreements.

“Termination Notice” has the meaning specified in Section 6.1(a) of the Sale and Servicing Agreements.

“Transaction Documents” means the Certificate of Trust, the Trust Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement, and, for any Series, the related Indenture Supplement, the related Series Account Control Agreement, the related DTC Letter and any other document specified in such Indenture Supplement as a “Transaction Document” for purposes of such Series.

“Transition Costs” has the meaning specified in Section 6.2(a) of the Sale and Servicing Agreements.

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“Trust Accounts” means each of the Collection Account, the Excess Funding Account and the Back-up Servicer Reserve Account.

“Trust Agreement” means the Second Amended and Restated Trust Agreement relating to the Issuer, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among FCF Corp, FCF LLC and the Owner Trustee.

“Trust Amortization Event” has, for each Series, the meaning specified in Section 5.1(a) of the Indenture.

“Trust Available Subordinated Amount” means, for any date, the sum of the Available Subordinated Amounts on such date for all Series.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939.

“Trust Paying Agent” means the Owner Trustee or the Qualified Institution at which the Depositor Interest Account is established.

“Trust Property” means (a) the Sold Assets, (b) the Depositors’ rights under the Receivables Purchase Agreements, (c) the Depositors’ rights under the Sale and Servicing Agreements, (d) all security entitlements relating to the Bank Accounts and the property deposited in or credited to any of the Bank Accounts, (e) all present and future claims, demands, causes of action and choses in action in respect of any of the foregoing, and (f) all payments on or under and all proceeds in respect of any of the foregoing.

“Trust Registrar” has the meaning specified in Section 3.2 of the Trust Agreement.

“Trust Termination Date” has the meaning specified in Section 8.1 of the Trust Agreement.

“UCC” means the Uniform Commercial Code, as in effect in any relevant jurisdiction.

“Used Vehicle” means a Program Vehicle and any other Vehicle that is not a New Vehicle.

“Variable Funding Note Series” means any Series issued pursuant to an Indenture Supplement and consisting of variable funding notes.

“Vehicle” means a car, light- medium- or heavy-duty truck or a utility vehicle, or any other classification used by Ford Credit from time to time.

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Exhibit A

FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

(As required by Section 2.6 of Sale and Servicing Agreement)

This Assignment No.     of Receivables in Additional Accounts, dated as of         , 20   (this “Assignment”), is by and among Ford Credit Floorplan Corporation, as Depositor, Ford Motor Credit Company LLC, as Servicer, and Ford Credit Floorplan Master Owner Trust A, as Issuer, pursuant to the Sale and Servicing Agreement referred to below.

BACKGROUND

The Depositor, the Servicer and the Issuer are parties to a Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”).

Pursuant to the Sale and Servicing Agreement, the Depositor wishes to designate Additional Accounts as Accounts and to sell certain Sold Receivables originated in such Additional Accounts and the Related Security, whether now existing or hereafter originated, to be further pledged to the Indenture Trustee.

The Issuer is willing to accept such designation and sale subject to the terms and conditions of this Assignment.

The parties agree as follows:

1.             Usage and Definitions.  Capitalized terms used but not otherwise defined in this Assignment are defined in Appendix A to the Sale and Servicing Agreement.  Appendix A also contains rules as to usage applicable to this Assignment.  Appendix A is incorporated by reference into this Assignment.  The following terms used in this Assignment have the following meanings:

“Addition Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

“Additional Cutoff Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

“Eligible Receivable Origination Cutoff Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

2.             Designation of Additional Accounts.  The Depositor delivers with this Assignment an Additional Account Schedule specifying for each such Additional Account, as of the Additional Cutoff Date, its account number and the aggregate principal amount of its Receivables.

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3.             Sale of Sold Receivables.  The Depositor sells and assigns, without recourse (except as provided in the Sale and Servicing Agreement), to the Issuer, on the Addition Date all of its right, title and interest in, to and under the Sold Receivables originated in such Additional Accounts and all Related Security with respect to any of the foregoing owned by the Depositor at the close of business on the applicable Additional Cutoff Date, and thereafter originated from time to time, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof.  The foregoing sale and assignment does not constitute and is not intended to result in the creation, or an assumption by the Issuer, of any obligation of the Servicer, the Depositor, Ford or any other Person in connection with the Accounts or related Sold Receivables, or under any agreement or instrument relating to such Receivables, including any obligation to any Dealers or Ford.

In connection with such sale, the Depositor agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the related Sold Receivables now existing and hereafter created for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC) meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the related Sold Receivables and the Related Security to the Issuer, and to deliver a file stamped copy of such financing statement or other evidence of such filing to the Issuer on or before the Addition Date.  The Issuer is under no obligation to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sale.  The parties to this Assignment intend that the sales of related Sold Receivables effected by this Assignment be sales.

In connection with such sale, the Depositor further agrees, at its own expense, on or before the Addition Date, to indicate in its computer files that the Sold Receivables and the Related Security have been (a) sold or assigned to the Issuer pursuant to this Assignment and (b) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties.

4.             Acceptance by Issuer.  Subject to the satisfaction of the conditions in Section 2.6(c) of the Sale and Servicing Agreement, the Issuer acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter originated, sold to the Issuer pursuant to Section 3 of this Assignment.  The Issuer further acknowledges that, before or simultaneously with the execution and delivery of this Assignment, the Depositor delivered to the Issuer the Additional Account Schedule, described in Section 2 of this Assignment.

5.             Representations and Warranties of Depositor.  The Depositor represents and warrants to the Issuer, as of the date of this Assignment and as of the Addition Date that:

(i)            Organization and Qualification.  The Depositor is duly organized and validly existing as a corporation or other legal entity in good standing under the laws of its jurisdiction of organization.  The Depositor is qualified as a foreign corporation or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its

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activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals could not reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under this Assignment.

(ii)           Power, Authorization and Enforceability.  The Depositor has the power and authority to execute deliver and perform the terms of this Assignment and to acquire, own and sell the Sold Receivables and the other Trust Property and has duly authorized the sale of the Receivables and other Trust Property to the Issuer by all necessary action.  The Depositor has authorized the execution, delivery and performance of the terms of this Assignment.  This Assignment is the legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)          No Conflicts and No Violation.  The consummation of the transactions contemplated by this Assignment and the fulfillment of the terms of this Assignment will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Depositor is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than this Assignment and the Sale and Servicing Agreement), (C) violate the Organizational Documents of the Depositor, or (D) violate any law or, to the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Depositor ‘s ability to perform its obligations under this Assignment.

(iv)          No Proceedings.  To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Depositor or its properties: (A) asserting the invalidity of this Assignment, (B) seeking to prevent the consummation of any of the transactions contemplated by this Assignment, or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of this Assignment, in each case, other than such proceedings that would not reasonably be expected to have a material adverse effect upon the Depositor or materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, this Assignment.

(v)           Valid Sale.  This Assignment constitutes a valid sale and assignment to the Issuer of all right, title and interest of the Depositor in, to and under the Sold Receivables originated in the Additional Accounts and the Related Security and the proceeds thereof and all of the Depositor’s rights, remedies, powers and privileges with respect to the Sold Receivables under the Receivables Purchase Agreement and, upon the filing of the

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financing statements described in Section 3 of this Assignment and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Issuer will have a first priority perfected ownership interest in such property, subject to Permitted Liens.  Except as otherwise provided in the Sale and Servicing Agreement or the other Transaction Documents, neither the Depositor nor any Person claiming through or under it has any claim to or interest in the Trust Property.

6.             Ratification of Agreement.  As supplemented by this Assignment, the Sale and Servicing Agreement is in all respects ratified and confirmed and the Sale and Servicing Agreement as so supplemented by this Assignment constitutes one and the same instrument.

7.             Counterparts.  This Assignment may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

8.             GOVERNING LAW.  THIS ASSIGNMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT FLOORPLAN CORPORATION,
as Depositor
By:
	Name:
	Title:
FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, as Issuer
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:
FORD MOTOR CREDIT COMPANY LLC,
as Servicer
By:
	Name:
	Title:

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Exhibit B

FORM OF OPINION OF COUNSEL REGARDING AMENDMENTS

(As required by Section 8.2(d)(i)
of Sale and Servicing Agreement)

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to the Depositor delivered on any Closing Date, as well as any deemed appropriate at the time of delivery.

(a)The Amendment to the Sale and Servicing Agreement, attached as Schedule 1 (the “Amendment”), has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)All conditions precedent in Section 8.1 of the Sale and Servicing Agreement to the entry into the Amendment have been satisfied.

EB-1

Exhibit C

FORM OF OPINION OF COUNSEL REGARDING ADDITIONAL ACCOUNTS

(Provisions to be included in Opinion of Counsel to be
delivered pursuant to Section 8.2(d)(ii) of Sale and Servicing Agreement)*

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to the Depositor delivered on any Closing Date, as well as any deemed appropriate at the time of delivery.

(a)The Assignment has been duly authorized, executed and delivered by the Depositor, and constitutes the valid and legally binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)Assuming the Sold Receivables in the Additional Accounts are created under, and are evidenced solely by, either Floorplan Financing Agreements or Sales and Service Agreements, such Receivables will constitute “general intangibles,” “payment intangibles,” “accounts” or “tangible chattel paper,” as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

(c)Assuming the Sold Receivables in the Additional Accounts are created under, and are evidenced solely by, the Sale and Assignment Agreement between Ford and the Seller, such Sold Receivables will constitute “general intangibles,” “payment intangibles,” “accounts” or “tangible chattel paper,” each as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

(d)With respect to Sold Receivables in the Additional Accounts in existence on the date of the Assignment and with respect to Sold Receivables in the Additional Accounts originated after the date of the Assignment, upon the creation of such Sold Receivables and the subsequent sale of such Sold Receivables to the Issuer free and clear of any Liens in accordance with the Sale and Servicing Agreement and receipt by the Depositor of the consideration therefor required pursuant to the Sale and Servicing Agreement, such transfer either constitutes a valid sale to the Issuer or, if not a valid sale, the Sale and Servicing Agreement creates a valid security interest in favor of the Issuer in the Depositor’s right, title and interest in, to and under such Sold Receivables and the proceeds thereof securing the obligations of the Depositor under the Assignment.  Such security interest constitutes a perfected security interest in such Sold Receivables and the proceeds thereof.

*Include references to Additional Accounts only in the case of the designation of Additions Accounts pursuant to Section 2.6 of the Sale and Servicing Agreement.

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Exhibit D

FORM OF REASSIGNMENT OF RECEIVABLES IN REDESIGNATED ACCOUNTS

(Pursuant to Sections 2.7 and 2.8(c) of Sale and Servicing Agreement)

This Reassignment No.     of Receivables in Redesignated Accounts, dated as of         , 20   (this “Reassignment”), is by and among Ford Credit Floorplan Corporation, as Depositor, Ford Motor Credit Company LLC, as Servicer, and Ford Credit Floorplan Master Owner Trust A, as Issuer, pursuant to the Sale and Servicing Agreement referred to below.

BACKGROUND

The Depositor, the Servicer and the Issuer are parties to a Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”).

Pursuant to the Sale and Servicing Agreement, the Depositor wishes or is required to redesignate certain Accounts as Redesignated Accounts and to repurchase and remove all of the Sold Receivables and Related Security and to cause the Issuer to reconvey such Sold Receivables and Related Security, whether now existing or hereafter originated, and all amounts currently held by the Issuer or thereafter received by the Issuer in respect of such Redesignated Accounts.

The Issuer is willing to accept such redesignation and to reconvey such Sold Receivables, Related Security and any related amounts held or received by the Issuer subject to the terms and conditions of this Reassignment.

The parties agree as follows:

1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Assignment are defined in Appendix A to the Sale and Servicing Agreement.  Appendix A also contains rules as to usage applicable to this Assignment.  Appendix A is incorporated by reference into this Reassignment.  The following terms used in this Reassignment have the following meanings:

“Redesignation Date” means, with respect to the Redesignated Accounts redesignated by this Reassignment,           , 20  .

2.Notice of Redesignated Accounts.  With respect to any Redesignated Account, the Depositor (or the Servicer on its behalf) has delivered to the Issuer and the Rating Agencies the Redesignation Notice as provided in Section [2.7(b)(i)] [2.8(c)(i)] of the Sale and Servicing Agreement.

3.Redesignated Accounts.  The Depositor delivers with this Reassignment the Redesignated Account Schedule specifying for each such Redesignated Account, as of the Redesignation Date, its account number and the aggregate principal amount of Receivables of such Account.

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4.Conveyance of Sold Receivables.  The Issuer sells and assigns to the Depositor, without recourse, representation or warranty on and after the Redesignation Date, all of its right, title and interest in, to and under all Sold Receivables now existing at the close of business on the Redesignation Date and thereafter originated from time to time in the Redesignated Accounts redesignated by this Reassignment, all Related Security with respect to the foregoing, all monies due or to become due and all amounts received with respect to the foregoing, and all proceeds (as defined in Section 9 315 of the UCC) and Recoveries thereof.

If requested by the Depositor, in connection with such sale, the Issuer agrees to execute and deliver to the Depositor on or before the date of this Reassignment, a termination statement with respect to the Sold Receivables existing at the close of business on the Redesignation Date and thereafter originated from time to time and Related Security thereof in the Redesignated Accounts reassigned by this Reassignment (which may be a single termination statement with respect to all such Sold Receivables and Related Security) evidencing the release by the Issuer of its Lien on the Sold Receivables in the Redesignated Accounts and the Related Security, and meeting the requirements of Applicable Law, in such manner and such jurisdictions as are necessary to remove such Lien.

5.Acceptance by Issuer.  The Issuer acknowledges that, before or simultaneously with the execution and delivery of this Reassignment, the Depositor delivered to the Issuer the updated Redesignated Account Schedule described in Section 3 of this Reassignment.

6.Legal, Valid and Binding Obligation.  The Depositor represents and warrants to the Issuer as of the date of this Reassignment and as of the Redesignation Date that this Reassignment constitutes a legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

7.Ratification of Agreement.  As supplemented by this Reassignment, the Sale and Servicing Agreement is in all respects ratified and confirmed and the Sale and Servicing Agreement as so supplemented by this Reassignment constitutes one and the same instrument.

8.Counterparts.  This Reassignment may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

9.GOVERNING LAW.  THIS REASSIGNMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT FLOORPLAN CORPORATION,
as Depositor
By:
	Name:
	Title:
FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, as Issuer
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:
FORD MOTOR CREDIT COMPANY LLC,
as Servicer
By:
	Name:
	Title:

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EX-10.6

EXHIBIT 10.6

EXECUTION VERSION

FIFTH AMENDED AND RESTATED
SALE AND SERVICING AGREEMENT

among

FORD CREDIT FLOORPLAN LLC,
as Depositor

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer

and

FORD MOTOR CREDIT COMPANY LLC,
as Servicer

Dated as of August 1, 2001,
as amended and restated as of December 1, 2010

TABLE OF CONTENTS

ARTICLE I	USAGE AND DEFINITIONS		1
Section 1.1.		Usage and Definitions	1
Section 1.2.		Amendment and Restatement	1
ARTICLE II	SALE OF RECEIVABLES		2
Section 2.1.		Sale of Receivables	2
Section 2.2.		Acceptance by Issuer	4
Section 2.3.		Representations and Warranties of Depositor Relating to Itself and this Agreement	4
Section 2.4.		Representations and Warranties of Depositor Relating to Sold Receivables and Accounts	6
Section 2.5.		Covenants of Depositor	9
Section 2.6.		Designation of Additional Accounts	10
Section 2.7.		Redesignation of Eligible Accounts	13
Section 2.8.		Redesignation of in Ineligible Accounts	15
Section 2.9.		Sale of Ineligible Receivables	16
Section 2.10.		Exchanges of Certain Receivables	16
Section 2.11.		Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements	16
ARTICLE III	ADMINISTRATION AND SERVICING OF RECEIVABLES		16
Section 3.1.		Acceptance of Appointment and Other Matters Relating to Servicer	16
Section 3.2.		Servicing Compensation	18
Section 3.3.		Representations, Warranties and Covenants of Servicer	19
Section 3.4.		Preparation of Monthly Investor Reports	22
Section 3.5.		Annual Statements as to Compliance	22
Section 3.6.		Report on Assessment of Compliance with Servicing Criteria and Attestation	22
Section 3.7.		Notices to Ford Credit	23
Section 3.8.		Adjustments	23
Section 3.9.		Reports to Securities and Exchange Commission	23
ARTICLE IV	OTHER MATTERS RELATING TO DEPOSITOR		24
Section 4.1.		Liability of Depositor	24
Section 4.2.		Merger or Consolidation of, or Assumption of, Obligations of Depositor	24
Section 4.3.		Depositor Indemnification of Issuer and Trustees	24
ARTICLE V	OTHER MATTERS RELATING TO SERVICER		25
Section 5.1.		Liability of Servicer	25
Section 5.2.		Merger or Consolidation of, or Assumption of, Obligations of Servicer	26
Section 5.3.		Servicer Indemnification of Issuer and Trustees	26
Section 5.4.		Resignation of Servicer	27
Section 5.5.		Access to Certain Documentation and Information Regarding Sold Receivables	27

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Section 5.6.		Marking of Records	27
ARTICLE VI	SERVICER TERMINATION EVENTS		27
Section 6.1.		Servicer Termination Events	27
Section 6.2.		Appointment of Successor Servicer	29
Section 6.3.		Notice to Noteholders	32
ARTICLE VII	TERMINATION		32
Section 7.1.		Termination of Agreement	32
ARTICLE VIII	MISCELLANEOUS PROVISIONS		32
Section 8.1.		Amendment; Waiver of Past Defaults	32
Section 8.2.		Protection of Right, Title and Interest to Trust Property	33
Section 8.3.		Tax Treatment	34
Section 8.4.		Notices	34
Section 8.5.		Third Party Beneficiaries	35
Section 8.6.		GOVERNING LAW	35
Section 8.7.		Submission to Jurisdiction	35
Section 8.8.		WAIVER OF JURY TRIAL	35
Section 8.9.		Severability	35
Section 8.10.		Counterparts	36
Section 8.11.		Headings	36
Section 8.12.		No Waiver; Cumulative Remedies	36
Section 8.13.		Agent for Service of Process	36
Section 8.14.		No Petition	36
Section 8.15.		Further Assurances	37
Section 8.16.		Rule 144A Information	37
Section 8.17.		Action by Owner Trustee or Indenture Trustee	37
Section 8.18.		Limitation of Liability of Owner Trustee	37

Schedule A	Account Schedule	SA-1
Schedule B	Notice Addresses	SB-1
Appendix A	Usage and Definitions	AA-1
Exhibit A	Form of Assignment of Receivables in Additional Accounts	EA-1
Exhibit B	Form of Opinion of Counsel Regarding Amendments	EB-1
Exhibit C	Form of Opinion of Counsel Regarding Additional Accounts	EC-1
Exhibit D	Form of Reassignment of Receivables in Redesignated Accounts	ED-1

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FIFTH AMENDED AND RESTATED SALE AND SERVICING AGREEMENT, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (this “Agreement”), among FORD CREDIT FLOORPLAN LLC, a Delaware limited liability company (“FCF LLC”), as Depositor, FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as Issuer, and FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer.

BACKGROUND

The parties to this Agreement intend to amend and restate the Sale and Servicing Agreement, dated as of August 1, 2001, as previously amended and restated as of December 19, 2002, September 1, 2005, May 1, 2008 and October 1, 2009, among the parties on the terms and conditions contained in this Agreement.

Pursuant to this Agreement, the parties have provided for the sale by the Depositor to the Issuer of certain Receivables originated in the Accounts and for the servicing of such Receivables by the Servicer.  Such Receivables have been purchased by the Depositor from Ford Credit, as Seller, pursuant to the Receivables Purchase Agreement and, upon the sale of such Receivables by the Depositor to the Issuer pursuant to this Agreement, will secure the Notes issued by the Issuer from time to time under the Indenture and the Indenture Supplements.

Pursuant to a sale and servicing agreement among FCF Corp, the Issuer and the Servicer, FCF Corp has also agreed to sell to the Issuer receivables that have been purchased by FCF Corp under a separate receivables purchase agreement between it and the Seller, and such receivables will also secure the Notes to be issued by the Issuer.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.           Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A.  Appendix A also contains rules as to usage applicable to this Agreement.  Appendix A is incorporated by reference into this Agreement.

Section 1.2.           Amendment and Restatement.  This Agreement amends and restates in full the Fourth Amended and Restated Transfer and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of October 1, 2009, between the parties with effect as of the date of this Agreement, and it is confirmed by the parties that (a) all prior actions made pursuant to such Fourth Amended and Restated Transfer and Servicing Agreement are effective as if made under this Agreement on the date made, and (b) no provision of this Agreement is intended to result in the duplication of any such prior action of any party.  Notwithstanding the foregoing, to the extent that any amendment to the Fourth Amended and Restated Transfer and Servicing Agreement, as set out in this Agreement, would reasonably be expected to have an Adverse Effect on the Noteholders of a Series issued before the date of this Agreement or would not otherwise be permitted, as determined by a court of competent jurisdiction, then such amendment will not be effective as against such Noteholders and the corresponding provision of

the Fourth Amended and Restated Transfer and Servicing Agreement, will continue to govern as it relates to such Noteholders and such Series.

ARTICLE II
SALE OF RECEIVABLES

Section 2.1.           Sale of Receivables.

(a)           The Depositor sells and assigns, without recourse (except as provided in this Agreement), to the Issuer, for the benefit of the Noteholders, the following property on and as of the dates specified below:

(i)            on the first Closing Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Initial Account and all Related Security with respect to such Sold Receivables owned by the Depositor at the close of business on the Cutoff Date, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement;

(ii)           on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Additional Account and all Related Security with respect to such Sold Receivables owned by the Depositor at the close of business on the applicable Additional Cutoff Date, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement; and

(iii)          on each Sale Date, (A) all of its right, title and interest in, to and under each Sold Receivable originated in each Account on such Sale Date and all Related Security with respect to such Sold Receivables owned by the Depositor at the close of business on the applicable Sale Date and not previously sold to the Issuer pursuant to this Agreement, (B) all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (C) all of its rights, remedies, powers and privileges with respect to such Sold Receivables under the Receivables Purchase Agreement.

(b)           The foregoing sales, and any subsequent sales of additional assets, do not constitute, and are not intended to result in, the creation or an assumption by the Issuer or the Owner Trustee of any obligation of the Depositor, the Servicer, the Seller, Ford or any other Person in connection with the Accounts, the related Receivables or under any related agreement or instrument, including any obligation to any Dealers or Ford.  The foregoing sales are not sales of the Accounts, but rather are sales of the Sold Receivables originated in the Accounts.

(c)           In connection with the foregoing sales, the Depositor will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) with respect to the Sold Receivables sold by the

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Depositor for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC), meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the Sold Receivables and the Related Security to the Issuer, and to deliver a file-stamped copy of such financing statement or other evidence of such filing to the Issuer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is so necessary) the applicable Addition Date, in the case of Additional Accounts.  The Owner Trustee will be under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under Applicable Law in connection with such sales if the Issuer has appointed the Administrator to act in such capacity.

(d)           The Depositor and the Issuer intend that all transfers of Sold Receivables under this Agreement constitute valid sales of such Sold Receivables and not transfers of such Sold Receivables as security for a loan.  However, if the transfers of the Sold Receivables under this Agreement were to be characterized as transfers as security for a loan, then (i) the Depositor will have Granted, and Grants, to the Issuer a security interest in each Sold Receivable and the Related Security whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement.  For tax purposes, the Depositor and the Issuer intend that all sales of Sold Receivables under this Agreement constitute transfers of such Sold Receivables as security for a loan.

(e)           On or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts, the Depositor will, at its own expense:

(i)            cause the Seller to indicate in its computer files as required by the Receivables Purchase Agreement, that the Sold Receivables and the Related Security have been (A) sold and assigned to the Depositor pursuant to the related Receivables Purchase Agreement, (B) sold and assigned by the Depositor to the Issuer pursuant to this Agreement and (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Secured Parties pursuant to the Indenture and the Indenture Supplements;

(ii)           in the case of the Initial Accounts, deliver (or cause the Seller to deliver) to the Owner Trustee the Initial Account Schedule; and

(iii)          in the case of Additional Accounts, deliver (or cause the Seller to deliver) to the Owner Trustee an Additional Account Schedule.

(f)            On or prior to April 30th of each year, or upon the request of the Owner Trustee or the Indenture Trustee, the Depositor will deliver (or cause the Seller to deliver) to the Owner Trustee and the Indenture Trustee the entire Account Schedule.

(g)           The Account Schedule, as amended, supplemented or otherwise modified from time to time will be marked as Schedule A and is incorporated into and made a part of this

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Agreement.  Neither the Indenture Trustee nor the Owner Trustee are under any obligation to verify the accuracy or completeness of the Account Schedule at any time.

Section 2.2.           Acceptance by Issuer.  The Issuer accepts all right, title and interest previously held by the Depositor to the property, now existing and hereafter created, conveyed to the Issuer pursuant to Section 2.1.  The Issuer confirms that, on or before the first Closing Date, it received the Initial Account Schedule.

Section 2.3.           Representations and Warranties of Depositor Relating to Itself and this Agreement.

(a)           Representations and Warranties.  The Depositor represents and warrants to the Issuer (and agrees that the Owner Trustee and the Indenture Trustee may conclusively rely on each such representation and warranty in accepting the Sold Receivables on behalf of the Issuer and in authenticating the Notes, respectively) as of each Closing Date (unless another date is specified below) that:

(i)            Organization and Qualification.  The Depositor is duly organized and validly existing as a limited liability company or other legal entity in good standing under the laws of its jurisdiction of organization.  The Depositor is qualified as a foreign limited liability company or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals could not reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.

(ii)           Power, Authorization and Enforceability.  The Depositor has the power and authority to execute, deliver and perform the terms of each of the Transaction Documents to which it is a party and to acquire, own and sell the Sold Receivables and the other Trust Property and has duly authorized the sale of the Receivables and other Trust Property to the Issuer by all necessary action.  The Depositor has authorized the execution, delivery and performance of the terms of each of the Transaction Documents to which it is a party.  Each of the Transaction Documents to which the Depositor is a party is the legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)          No Conflicts and No Violation.  The consummation of the transactions contemplated by the Transaction Documents to which the Depositor is a party and the fulfillment of the terms of the Transaction Documents to which the Depositor is a party will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Depositor is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan

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agreement, guarantee or similar agreement or instrument (other than this Agreement), (C) violate the Organizational Documents of the Depositor, or (D) violate any law or, to the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under the Transaction Documents to which it is a party.

(iv)          No Proceedings.  To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Depositor or its properties: (A) asserting the invalidity of any of the Transaction Documents or any of the Notes, (B) seeking to prevent the issuance of any of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of, any of the Transaction Documents or any of the Notes, or (D) relating to Ford Credit or the Depositor that would reasonably be expected to (1) affect the treatment of any of the Notes as indebtedness for U.S. federal income tax purposes, (2) be deemed to cause a taxable exchange of any of the Notes for U.S. federal income tax purposes, or (3) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than such proceedings that would not reasonably be expected to have a material adverse effect upon the Depositor or materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, the Transaction Documents or any of the Notes, or materially and adversely affect the tax treatment of the Issuer or any of the Notes.

(v)           Valid Sale.  This Agreement or the related Assignment constitutes a valid sale and assignment to the Issuer of all right, title and interest of the Depositor in, to and under the Sold Receivables originated in the Initial Accounts or the Additional Accounts, as applicable, and the Related Security and the proceeds thereof and all of the Depositor’s rights, remedies, powers and privileges with respect to the Sold Receivables under the Receivables Purchase Agreement and, in each case, upon the filing of the financing statements described in Section 2.1(c) and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Issuer will have a first priority perfected ownership interest in such property, subject to Permitted Liens.  Except as otherwise provided in this Agreement or the other Transaction Documents, neither the Depositor nor any Person claiming through or under it has any claim to or interest in the Trust Property.

(b)           Reassignment upon Breach.  The representations and warranties in Section 2.3(a) survive the sale and assignment of the Sold Receivables and Related Security to the Issuer.  Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any of these representations and warranties, the party discovering such breach will give prompt notice to the other parties.  If any breach by the Depositor of a representation or

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warranty in Section 2.3(a) has a material adverse effect on the Sold Receivables, then the Issuer or the Indenture Trustee, by notice to the Depositor, may require the Depositor to accept reassignment of all the Sold Receivables on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the Depositor, or receipt by the Depositor of notice of such breach from the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period the representations and warranties in Section 2.3(a) are then true and correct in all material respects and any material adverse effect on the Sold Receivables caused by such breach has been cured.  Notice of the reassignment of the Sold Assets pursuant to this Section 2.3(b) will be contained in the Monthly Investor Report for the Collection Period in which such reassignment occurs.

(c)           Consideration for Reassignment.  In consideration for the reassignment of the Sold Assets required by Section 2.3(b), the Depositor will deposit an amount equal to its pro rata portion of the sum of the Reassignment Amounts for each Series into the Collection Account on the Business Day preceding the Payment Date occurring during the Collection Period in which such reassignment is to occur, and such amount will be paid to the Noteholders on such Payment Date in accordance with the Indenture and each Indenture Supplement in payment of the Notes, and will result in a corresponding increase in the Depositor Interest.  Upon the Depositor’s payment of its pro rata portion of the sum of the Reassignment Amounts, the Issuer will without further action be deemed to sell and assign to the Depositor, with effect as of the date such reassignment occurs and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under the Sold Assets.  In connection with any such reassignment, the Owner Trustee will upon Issuer Order, at the Depositor’s expense, execute such documents and take such other actions as are reasonably requested by the Depositor to effect the conveyance of such Sold Assets pursuant to this Section 2.3(c).  The obligation of the Depositor to accept such reassignment and make the required deposit into the Collection Account pursuant to this Section 2.3(c) constitutes the sole remedy for a breach specified in Section 2.3(b) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.4.           Representations and Warranties of Depositor Relating to Sold Receivables and Accounts.

(a)           Representations and Warranties.  The Depositor represents and warrants to the Issuer that:

(i)            As of the first Closing Date, any Addition Date or any Sale Date, as the case may be, the Sold Receivables and the Related Security sold to the Issuer on such date, are free and clear of any Lien, other than Permitted Liens, and all consents, licenses, approvals or authorizations of or registrations or declarations with any Governmental Authority required to be obtained, effected or given by it in connection with the sale of such Sold Receivables and Related Security have been duly obtained, effected or given and are in full force and effect.

(ii)           Each (A) Initial Account was an Eligible Account as of the Cutoff Date, (B) Additional Account is an Eligible Account as of the applicable Additional Cutoff Date and (C) Account is an Eligible Account as of each Series Cutoff Date.

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(iii)          As of the first Closing Date, any Addition Date or any Sale Date, as the case may be, each Sold Receivable sold to the Issuer on such date, is an Eligible Receivable or, if such Sold Receivable is not an Eligible Receivable, such Sold Receivable is being sold in accordance with Section 2.9.

(iv)          As of the first Closing Date or any Addition Date, as the case may be, no selection procedures reasonably believed by the Depositor to be adverse to the interests of the Noteholders were used in selecting such Initial Accounts or Additional Accounts, as applicable.

(v)           As of the Cutoff Date, the Initial Account Schedule was true and correct in all material respects.  As of the applicable Additional Cutoff Date, the Additional Account Schedule was true and correct in all material respects.  As of the applicable Redesignation Date, the Redesignated Account Schedule was true and correct in all material respects.

(b)           Representations and Warranties as to Security Interest.  If the transfer of the Sold Receivables is characterized as a transfer as security for a loan as described in Section 2.1(d), the Depositor represents and warrants to the Issuer that:

(i)            Except as may be permitted in the Transaction Documents, this Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the Sold Assets in favor of the Issuer, which security interest is prior to all other Liens other than Permitted Liens, and is enforceable as such against creditors of and purchasers from the Depositor.

(ii)           The Seller has represented that it has taken all steps necessary to perfect the security interest against each obligor in the Vehicles securing the Receivables.

(iii)          The Sold Assets constitute “tangible chattel paper,” “accounts,” “payment intangibles” and/or “general intangibles” within the meaning of the applicable UCC.

(iv)          Immediately prior to its transfer under this Agreement, the Depositor owned and had good and marketable title to the Sold Assets free and clear of any Lien other than Permitted Liens.  The Depositor has received all consents and approvals required by the terms of the Sold Assets to Grant to the Issuer all of its interest and rights in the Sold Assets, except to the extent that any requirement for consent or approval is rendered ineffective under the applicable UCC.

(v)           The Depositor has caused the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest Granted in the Sold Assets to the Issuer.  Ford or Ford Credit has in its possession all original copies of the sale or financing agreements that constitute or evidence the Receivables and will hold all such agreements or related documents for the benefit of the Indenture Trustee, on behalf of the Secured Parties of the Issuer.  Such agreements do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee.

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(vi)          Other than the security interest Granted to the Issuer pursuant to this Agreement or in connection with any Permitted Lien, the Depositor has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Sold Assets.  The Depositor has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of collateral covering any part of the Sold Assets, other than any financing statements relating to the security interest Granted to the Issuer or financing statements relating to Permitted Liens.  The Depositor is not aware of any judgment or tax lien filings against it.

(vii)         All financing statements filed or to be filed against the Depositor, or any assignor of which the Depositor is the assignee, in favor of the Issuer in connection with this Agreement describing the Sold Assets contain a statement substantially to the following effect: “The purchase of or grant of a security interest in any collateral described in this financing statement will violate the rights of the Secured Parties.”

The representations and warranties in this Section 2.4(b) will survive the termination of this Agreement and (ii) may not be waived by the Issuer or the Indenture Trustee.

(c)           Reassignment upon Breach.  The representations and warranties in Section 2.4(a) and (b) survive the sale and assignment of the Sold Receivables and the Related Security to the Issuer.  Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any of these representations and warranties, the party discovering such breach will give prompt notice to the other parties.  If any breach by the Depositor of a representation or warranty in Section 2.4(a) or (b) has a material adverse effect on a Sold Receivable, then the Depositor will accept reassignment of such Sold Receivable on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the Depositor, or receipt by the Depositor of notice of such breach from the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period, the representations and warranties in Section 2.4(a) and (b) are then true and correct in all material respects and any material adverse effect on such Sold Receivable caused by the breach has been cured.  Notice of the reassignment of a Sold Receivable pursuant to this Section 2.4(c) will be contained in the Monthly Investor Report for the Collection Period in which such reassignment occurs.

(d)           Consideration for Reassignment.  In consideration for the reassignment of a Sold Receivable required by Section 2.4(c), the Depositor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Sold Receivable from the Pool Balance on the date such reassignment occurs and the Depositor Amount will be decreased by the amount of such deduction.  If, following such deduction, the Depositor Amount is less than the Required Depositor Amount on the preceding Determination Date (after giving effect to the allocations, payments, withdrawals and deposits to be made on the following Payment Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Depositor will deposit the amount by which the Depositor Amount would be less than such Required Depositor Amount (up to the principal amount of such Sold Receivable) into the Excess Funding Account; provided, however, that if such amount is not deposited, then the principal amount of such Sold Receivable will be deducted from the Pool Balance to the extent that the Depositor Amount is not reduced below the Required Depositor Amount and such Sold Receivable will not be

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reassigned to the Depositor and will remain part of the Trust Property.  After deduction or deposit by the Depositor, as applicable, the Issuer will without further action be deemed to sell and assign to the Depositor, with effect as of the date such reassignment occurs and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under such Sold Receivable and the Related Security.  In connection with any such reassignment, the Owner Trustee will, at the Depositor’s expense, execute such documents and take such other actions as are reasonably requested by the Depositor to effect the conveyance of such Sold Receivable pursuant to this Section 2.4(d).  The obligation of the Depositor to accept reassignment of any such Sold Receivable and to make the deductions or deposits, as applicable, pursuant to this Section 2.4(d) constitutes the sole remedy for a breach specified in Section 2.4(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.5.           Covenants of Depositor.  The Depositor covenants to the Issuer that:

(a)           No Liens.  Except for the conveyances provided or permitted in this Agreement or the other Transaction Documents, the Depositor will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on, any Sold Receivable or any Related Security, or the Depositor’s rights, remedies, powers or privileges with respect to such Sold Receivables under the Receivables Purchase Agreement, and the Depositor will defend the right, title and interest of the Issuer and the Indenture Trustee in, to and under such Sold Receivables and the Related Security, against all claims of third parties claiming through or under the Depositor.

(b)           Certain Allocations of Collections.  The Depositor agrees that, subject to Applicable Law and any related Floorplan Financing Agreement, it will allocate Collections in respect of each Account between the Receivables owned by the Issuer and the Receivables that are not owned by the Issuer as follows:

(i)            Principal Collections will be allocated to the Receivable that relates to the Vehicle whose sale or lease generated such Collections; and

(ii)           Interest Collections will be allocated to the Issuer on the basis of the ratio of the principal amount of the Receivables in such Account owned by the Issuer on the date of determination to the total principal amount of Receivables in such Account on such date.

(c)           Delivery of Collections.  If the Depositor, the Seller or any of their Affiliates receives payments in respect of the Sold Receivables, the Depositor or the Seller, as applicable, will pay or cause to be paid to the Servicer all such payments no later than two Business Days after receipt and application to the Sold Receivables.

(d)           Notice of Liens.  The Depositor will notify the Owner Trustee and the Indenture Trustee promptly after becoming aware of any Lien on any Sold Receivable, other than Permitted Liens.

(e)           Compliance with Law.  The Depositor will comply in all material respects with Applicable Law.

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(f)            Depositor Interest.  Except for (i) the conveyances under this Agreement, in connection with any transaction permitted by Section 4.2 and as provided in Section 2.2 of the Indenture or (ii) conveyances with respect to which the Rating Agency Condition has been satisfied and an Opinion of Counsel to the effect that the conveyances will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes has been delivered, the Depositor agrees not to sell, transfer or assign or pledge, hypothecate or otherwise grant a Lien in the Depositor Interest owned by it and any such attempted sale, transfer, assignment, pledge, hypothecation or grant will be void; provided, however, that nothing in this Section 2.5(f) prevents the owner of an interest in the Depositor Interest from granting to an Affiliate a participation interest or other beneficial interest in the rights to receive cash flows related to its interest in the Depositor Interest so long as (A) such interest does not grant such Affiliate any rights in, or delegate to such Affiliate any obligations or duties under, this Agreement, (B) the transferor of such interest obtains the prior consent of the Depositor and (C) after giving effect to such transfer, the interest in the Depositor Interest owned directly by the Depositor, together with the interests of any other Depositors that are Affiliates of Ford Credit, represent an ownership interest in the Trust Property equal to at least 2% of the Adjusted Pool Balance.

(g)           Compliance with Indenture, etc.  The Depositor will observe and perform all obligations, duties, covenants and agreements contained in the Indenture or any Indenture Supplement and expressed in such documents to be observed or performed by the Depositor as if the Depositor were a party to the Indenture or such Indenture Supplement, as applicable.

(h)           Delivery of Documents.  The Depositor will provide to the Servicer all Floorplan Financing Agreements and all other documents in its possession or control that evidence the Receivables and all other documents that are required by the Servicer in the performance of its duties under this Agreement.

Section 2.6.           Designation of Additional Accounts.

(a)           Required Addition.  If, at the end of any Collection Period, the Net Adjusted Pool Balance is less than the Required Pool Balance, then the Depositor will, within ten Business Days following the end of such Collection Period, designate additional Eligible Accounts as Additional Accounts such that, after giving effect to the sale to the Issuer on the applicable Addition Date of all Sold Receivables in such Additional Accounts, the Net Adjusted Pool Balance on such Addition Date will be at least equal to the Required Pool Balance.  The failure of the Depositor to sell Sold Receivables to the Issuer as provided in this Section 2.6(a) solely as a result of the unavailability of a sufficient amount of Receivables will not constitute a breach of this Agreement; provided, however, that any such failure will nevertheless result in the occurrence of a Trust Amortization Event.

(b)           Optional Addition.  The Depositor may from time to time, at its sole discretion, designate additional Eligible Accounts as Additional Accounts and sell to the Issuer the Sold Receivables and the Related Security originated in such Additional Accounts.  In addition to the conditions specified in Section 2.6(c), any additional Eligible Accounts designated by the

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Depositor pursuant to this Section 2.6(b) will be subject to the satisfaction of the Rating Agency Condition if, as a result of such addition, either:

(i)            the aggregate number of Additional Accounts designated pursuant to this Section 2.6(b) and any similar provision in any other Sale and Servicing Agreement in any calendar quarter or the aggregate principal amount of Receivables originated in such Additional Accounts as of the related Additional Cutoff Dates in such calendar quarter exceeds 10% of the number of all Accounts or 10% of the Pool Balance, respectively, on the first day of such calendar quarter; or

(ii)           the aggregate number of Additional Accounts designated pursuant to this Section 2.6(b) and any similar provision in any other Sale and Servicing Agreement in any calendar year or the aggregate principal amount of Receivables originated in such Additional Accounts as of the related Additional Cutoff Dates in such calendar year exceeds 20% of the number of all Accounts or 20% of the Pool Balance, respectively, on the first day of such calendar year.

(c)           Conditions.  The Depositor is permitted to sell to the Issuer the Sold Receivables originated in any Additional Accounts designated pursuant to Section 2.6(a) or (b) only upon satisfaction of each of the following conditions on or before the related Addition Date:

(i)            the Depositor has delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Addition Notice not less than two Business Days and not more than 30 days before the related Addition Date;

(ii)           the Depositor has delivered to the Owner Trustee an Assignment and the Additional Account Schedule in accordance with Section 2.1(e);

(iii)          the Depositor has delivered to the Servicer all Collections related to such Additional Accounts relating to the time period on or after the Additional Cutoff Date;

(iv)          the Depositor has represented and warranted to the Issuer that:

(A)as of the date of the Addition Notice and the Addition Date, none of the Seller, the Depositor or the Servicer is insolvent or will be made insolvent by such sale and none of them is aware of any events or circumstances that could reasonably be expected to lead to its insolvency; and

(B)the addition of the Sold Receivables originated in such Additional Accounts will not, in the reasonable belief of the Depositor, cause an Amortization Event to occur;

(v)           the Depositor has delivered to the Owner Trustee and the Indenture Trustee (A) an Opinion of Counsel with respect to the Sold Receivables in the Additional Accounts substantially in the form of Exhibit C and (B) an Opinion of Counsel to the effect that such addition will not (1) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (2) cause the Issuer to be treated as an

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association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; and

(vi)          the Depositor has delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating that the conditions in clauses (i) through (v) above have been satisfied.

(d)           Reassignment upon Breach.  By the delivery of an Assignment for the designation of Additional Accounts pursuant to this Section 2.6, the Depositor will be deemed to make the representations and warranties in Section 2.6(c)(iv).  These representations and warranties survive the sale and assignment of the Sold Receivables and Related Security to the Issuer.  Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any representation or warranty in Section 2.6(c)(iv), the party discovering such breach will give prompt notice to the other parties.  If any breach by the Depositor of a representation or warranty in Section 2.6(c)(iv) has a material adverse effect on the Sold Receivables, then the Issuer or the Indenture Trustee, by notice to the Depositor, may require the Depositor to accept reassignment of all or such portion of the Sold Receivables originated in the Additional Accounts designated by the Depositor to the Issuer pursuant to this Section 2.6 sufficient to cure such breach on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the Depositor, or receipt by the Depositor of notice of any such breach given by the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period, the representations and warranties of the Depositor in Section 2.6(c)(iv) are then true and correct in all material respects and any material adverse effect on the Sold Receivables caused by such breach has been cured.  Notice of the reassignment of a Sold Receivable pursuant to this Section 2.6(d) will be contained in the Monthly Investor Report for the Collection Period in which such reassignment occurs.

(e)           Consideration for Reassignment.  In consideration for the reassignment of a Sold Receivable pursuant to Section 2.6(d), the Depositor will direct the Servicer to deduct, subject to the next sentence, the principal amount of such Sold Receivable from the Pool Balance on the date such reassignment occurs and the Depositor Amount will be decreased by the amount of such deduction.  If, following such deduction, the Depositor Amount is less than the Required Depositor Amount on the preceding Determination Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on the following Payment Date), then no later than 12:00 noon on the day on which such reassignment occurs, the Depositor will deposit the amount by which the Depositor Amount would be less than such Required Depositor Amount (up to the principal amount of such Sold Receivable) into the Excess Funding Account; provided, however, that if such amount is not deposited, then the principal amount of such Sold Receivable will be deducted from the Pool Balance to the extent that the Depositor Amount is not reduced below the Required Depositor Amount and such Sold Receivable will not be reassigned to the Depositor and will remain part of the Trust Property.  After deduction or deposit by the Depositor, as applicable, the Issuer will without further action be deemed to sell and assign to the Depositor, with effect as of the date such reassignment occurs and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under such Sold Receivable and the Related Security.  In connection with any such reassignment, the Owner Trustee will, at the Depositor’s expense, execute such documents and take such other actions as

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are reasonably requested by the Depositor to effect the conveyance of such Sold Receivable pursuant to this Section 2.6(e).  The obligation of the Depositor to accept reassignment of any such Sold Receivable and to make the deductions or deposits, as applicable, pursuant to this Section 2.6(e) constitutes the sole remedy for a breach specified in Section 2.6(d) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

Section 2.7.           Redesignation of Eligible Accounts.

(a)           Optional Redesignation.  The Depositor may from time to time, at its sole discretion, redesignate any Eligible Accounts as Redesignated Accounts and accept reassignment of, and thereby remove from the Trust Property, all Sold Receivables and Related Security in connection with such Redesignated Accounts.

(b)           Conditions.  Any redesignation of Accounts as provided in Section 2.7(a) is subject to the satisfaction of the following conditions:

(i)            the Depositor (or the Servicer on its behalf) has delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies a Redesignation Notice not less than two Business Days and not more than 30 days before the applicable Redesignation Date;

(ii)           the Depositor has delivered to the Servicer a notice directing the Servicer to select as Redesignated Accounts, Eligible Accounts designated to the Issuer pursuant to this Agreement or any other Sale and Servicing Agreement with an aggregate principal amount of Receivables approximately equal the principal amount of Receivables specified by the Depositor to be removed from the Trust Property on the applicable Redesignation Date;

(iii)          the Depositor (or the Servicer on its behalf) has, on or before the applicable Redesignation Date, delivered to the Owner Trustee and the Indenture Trustee the applicable Redesignated Account Schedule;

(iv)          the Depositor has represented and warranted to the Issuer that:

(A)the redesignation of any such Eligible Accounts on the applicable Redesignation Date and the reassignment of the related Sold Receivables will not, in the reasonable belief of the Depositor, cause an Amortization Event to occur;

(B)the redesignation of any such Eligible Accounts on the applicable Redesignation Date and the reassignment of the related Sold Receivables will not, in the reasonable belief of the Depositor, cause the Net Adjusted Pool Balance to be less than the Required Pool Balance; and

(C)the Eligible Accounts selected as Redesignated Accounts were not chosen through a selection process that was materially adverse to the interests of the Noteholders or the holders of the Depositor Interest;

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(v)           the Depositor has, on or before the applicable Redesignation Date, delivered to the Owner Trustee, the Indenture Trustee and the Rating Agencies an Opinion of Counsel to the effect that such redesignation will not (A) cause any Note to be deemed sold or exchanged for purposes of Section 1001 of the Code or (B) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes; and

(vi)          the Depositor has delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate stating that the conditions in clauses (i) through (v) above have been satisfied.

On the Redesignation Date for any such Redesignated Account, all right, title and interest of the Issuer in, to and under the related Sold Receivables and Related Security, will be deemed sold and assigned to the Depositor without recourse, representation or warranty and removed from the Trust Property for all purposes and in consideration for such conveyance the Depositor Interest will be reduced by the aggregate principal amount of such Sold Receivables.  After such Redesignation Date and upon the request of the Depositor, the Owner Trustee will deliver to the Depositor a Reassignment.

(c)           Reconveyance upon Breach.  By accepting a redesignation of Accounts pursuant to this Section 2.7, the Depositor will be deemed to make the representations and warranties in Section 2.7(b)(iv).  These representations and warranties survive the reassignment of the related Sold Receivables and Related Security from the Issuer.  Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any representation or warranty in Section 2.7(b)(iv), the party discovering such breach will give prompt notice to the other parties.  If any breach by the Depositor of a representation or warranty in Section 2.7(b)(iv) has a material adverse effect on the remaining Sold Receivables, then the Depositor will reconvey to the Issuer all the related Sold Receivables and Related Security, including all amounts received by the Depositor in respect of such Sold Receivables from the date of the redesignation that gave rise to such breach, through the date of return, on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach by the Depositor, or receipt by the Depositor of notice of any such breach given by the Owner Trustee, the Indenture Trustee or the Servicer unless, by the first day of such Collection Period, the representations and warranties of the Depositor in Section 2.7(b)(iv) are then true and correct in all material respects and any material adverse effect on the remaining Sold Receivables caused by such breach has been cured.  Upon any such reconveyance, the original redesignation of the related Accounts will be deemed void and of no effect for all purposes under this Agreement and the other Transaction Documents.  In the case of any material breach of a representation or warranty in Section 2.7(b)(iv)(B), the Depositor may also cure such breach by designating Additional Accounts pursuant to Section 2.6(b), in lieu of or in combination with a reconveyance of the related Sold Receivables and related proceeds provided in the preceding sentence.  Notice of the reconveyance of Sold Receivables pursuant to this Section 2.7(c) will be contained in the Monthly Investor Report for the Collection Period in which such reconveyance occurs.

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Section 2.8.           Redesignation of Ineligible Accounts.

(a)           On the first day of the Collection Period following the date on which the Servicer’s records indicate that an Account has become an Ineligible Account, the Depositor will be required to redesignate such Account as a Redesignated Account in the manner provided in Section 2.8(b) or (c), as applicable.

(b)           With respect to each Performance Impaired Ineligible Account, the Depositor (or the Servicer on its behalf) will:

(i)            by the Determination Date occurring in the month in which the Redesignation Date for such Account occurs, deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies a Redesignation Notice specifying the Redesignation Date (which notice may be incorporated into the related Monthly Investor Report, in which case the Redesignation Date will be deemed to be the first day of the related Collection Period);

(ii)           by the Determination Date occurring in the month in which the Redesignation Date for such Account occurs, deliver to the Owner Trustee and the Indenture Trustee the applicable Redesignated Account Schedule; and

(iii)          from and after the applicable Redesignation Date, cease to sell to the Issuer any and all Sold Receivables originated in the Redesignated Account; provided, however, that the Sold Receivables that were sold to the Issuer before such Redesignation Date may, at the sole option of the Servicer, acting on behalf of the Issuer, (A) be reassigned by the Issuer to the Depositor together with the related Redesignated Account, but only if the aggregate principal amount of Sold Receivables so reassigned to either Depositor during the 12-month period ending on such Redesignation Date does not exceed 3.0% of the average Pool Balance for such 12-month period or (B) remain in the Issuer as Trust Property.

In consideration of any such reassignment, the Depositor Interest will be reduced by the aggregate principal amount of such reassigned Sold Receivables.

(c)           With respect to each Ineligible Account other than a Performance Impaired Ineligible Account, the Depositor (or the Servicer on its behalf) will:

(i)            by the Determination Date occurring in the month in which the Redesignation Date for such Account occurs, deliver to the Owner Trustee, the Indenture Trustee and the Rating Agencies a Redesignation Notice specifying such Redesignation Date (which notice may be incorporated into the related Monthly Investor Report, in which case the Redesignation Date will be deemed to be the first day of the related Collection Period); and

(ii)           by the Determination Date occurring in the month in which the Redesignation Date for such Account occurs, deliver to the Owner Trustee and the Indenture Trustee the applicable Redesignated Account Schedule.

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On the Redesignation Date with respect to any such Redesignated Account, all the related Sold Receivables and Related Security will be deemed sold and assigned to the Depositor without recourse, representation or warranty and removed from the Trust Property for all purposes and in consideration for such conveyance the Depositor Interest will be reduced by the aggregate principal amount of such Purchased Receivables.  After such Redesignation Date and upon the request of the Depositor, the Owner Trustee will deliver to the Depositor a Reassignment.

Notwithstanding the foregoing, the Depositor may, for administrative convenience, remove from the Account Schedule Accounts for which the financing has been terminated and that have an outstanding balance of zero without delivering a Redesignation Notice, Redesignated Account Schedule or a Reassignment.  The Depositor (or the Servicer) will reflect such removals on each Account Schedule delivered pursuant to Section 2.1(e).

Section 2.9.           Sale of Ineligible Receivables.  The Depositor may, at its sole option, sell to the Issuer on each Sale Date all or any portion of the Ineligible Receivables originated in any Account; provided, however, that the Depositor will not sell to the Issuer any Ineligible Receivables that are ineligible due to a failure to satisfy the condition specified in clause (a)(ii) of the definition of “Eligible Receivable”; and provided, further, that (i) on the applicable Sale Date, such Account is an Eligible Account and (ii) the Incremental Subordinated Amount is adjusted in accordance with the Indenture Supplements.

Section 2.10.         Exchanges of Certain Receivables.  If, at the end of the In-Transit Period for any Receivable described in clause (a) of the definition of “Receivable” (such Receivable, being an “Exchangeable Receivable”), a new Receivable described in clause (d) of the definition of “Receivable” originated in the related Account with respect to the same New Vehicle is sold to the Issuer by the Depositor in accordance with this Agreement, then such Exchangeable Receivable will be deemed to have been paid in full and exchanged for such new Receivable on the date the new Receivable is sold to the Issuer (such date being an “Exchange Date”).

Section 2.11.         Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements.  Prepayments made by a Dealer to the Seller under a Cash Management Agreement will be treated as Principal Collections and, in accordance with the Floorplan Financing Guidelines, the aggregate principal amount of Receivables in the related Account will decrease by the amount of such prepayment.  Conversely, any advances to such Dealer made by the Seller under a Cash Management Agreement will be treated as a supplemental advance to such Dealer and, in accordance with the Floorplan Financing Guidelines, the aggregate principal amount of Receivables in the related Account will increase by the amount of such supplemental advance.

ARTICLE III
ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 3.1.           Acceptance of Appointment and Other Matters Relating to Servicer.

(a)           The Servicer will service, manage, administer and make collections on the Receivables, all in accordance with its servicing procedures for servicing dealer floorplan

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receivables comparable to the Receivables that the Servicer services for its own account or others and in accordance with the Floorplan Financing Guidelines.  The Servicer has full power and authority, acting alone or through any party properly designated by it under this Agreement, to do any and all things in connection with such servicing and administration that it may deem necessary or desirable.  Without limiting the generality of the foregoing, the Servicer is authorized and empowered to do any of the following:

(i)            to make deposits into the Collection Account and to instruct the Indenture Trustee or the Owner Trustee to make withdrawals and payments from the Collection Account, the Excess Funding Account and any Series Account as set forth in this Agreement, the Indenture or any Indenture Supplement and, in connection with the foregoing, perform all calculations (including any allocations of funds and other amounts) required to be performed by the Servicer as provided in this Agreement, the Indenture or any Indenture Supplement;

(ii)           to execute and deliver, on behalf of the Issuer, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to the Receivables, after the delinquency of any Receivable and to the extent permitted under and in compliance with Applicable Law, to commence enforcement proceedings with respect to such Receivables;

(iii)          to make any filings, reports, notices, applications, registrations with, and seek any consents or authorizations from, the Securities and Exchange Commission and any state securities authority on behalf of the Issuer as may be necessary or advisable to comply with any federal or state securities laws or reporting requirement; and

(iv)          to delegate certain of its servicing, collection, enforcement and administrative duties under this Agreement with respect to the Accounts and the Receivables to any Person; provided, however, that no delegation will relieve the Servicer of its liability and responsibility with respect to such delegated duties.

The Indenture Trustee and the Owner Trustee will furnish the Servicer with any powers of attorney and other documents reasonably necessary or appropriate to enable the Servicer to carry out its duties under this Agreement.

(b)           If the Depositor is unable for any reason to sell Receivables to the Issuer in accordance with the provisions of this Agreement, then the Servicer agrees (i) to give prompt notice of such inability to the Indenture Trustee, the Owner Trustee and each Rating Agency and (ii) after the occurrence of such event, to allocate Collections received in respect of each related Account in accordance with Section 2.5(b).

(c)           The Servicer will not, and any Successor Servicer will not, be obligated to use servicing procedures, offices, employees or accounts for servicing the Receivables different from the procedures, offices, employees and accounts used by it in connection with servicing other floorplan receivables.

(d)           The Servicer will comply with and perform its servicing obligations with respect to the Accounts and Receivables in accordance with the related Floorplan Financing Agreements

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and the Floorplan Financing Guidelines, except insofar as any failure to so comply or perform would not materially and adversely affect the rights of the Issuer or the Noteholders.  Subject to compliance with Applicable Law, the Servicer may change the terms and provisions of any of the Floorplan Financing Agreements or the Floorplan Financing Guidelines in any respect (including the calculation of the amount or the timing of charge offs and the rate of interest charged on the Receivables), only if:

(i)            as a result of such change, in the reasonable judgment of the Servicer, no Adverse Effect will occur;

(ii)           such change is made applicable to all dealer floorplan accounts owned or serviced by the Servicer; and

(iii)          in the case of a reduction in the rate of interest charged on the Receivables, the Servicer does not reasonably expect that the reduction will result in the Average Reference Rate for any Collection Period being less than the sum of (A) the weighted average of the Note Interest Rates plus (B) the applicable rate used to calculate the Servicing Fee and the Back-up Servicing Fee, whether or not they are then payable, for the related Interest Period (each such term as defined in the related Indenture Supplement).

For purposes of clause (iii) above, so long as the Reference Rate is based on the prime rate of one or more banks (which bank or banks may change from time to time), decreases in the Reference Rate will not be deemed to be a reduction in the rate of interest charged on the Receivables; provided that a decrease in the margin used to determine the interest charged on the Receivables would be deemed to be a reduction.

(e)           On behalf of the Issuer (to the extent of the Issuer’s interest in the following), the Servicer agrees that it holds in trust any document in its possession or control evidencing or securing a Receivable and necessary for its servicing pursuant to this Agreement, including the documents provided to the Servicer pursuant to Section 2.5(h) and all other documents created by the Servicer in connection with its servicing pursuant to this Agreement, in each case, which documents may be in physical or electronic format.  The Servicer acknowledges that it holds any documents relating to the Receivables in its possession or control as agent and bailee and custodian for the use and benefit of the Indenture Trustee and the Issuer.

Section 3.2.           Servicing Compensation.

(a)           The Servicer is entitled to receive the Servicing Fee on each Payment Date as compensation for its servicing activities under this Agreement and reimbursement for its expenses as set forth in Section 3.2(b).  The Servicing Fee is payable to the Servicer solely to the extent amounts are available for payment in accordance with the Indenture Supplements.

(b)           The Servicer will pay all expenses incurred by it in connection with its servicing activities under this Agreement, including (i) taxes imposed on the Servicer and (ii) expenses incurred in connection with making distributions and providing reports to the Noteholders and others; provided, however, that notwithstanding the foregoing, no Successor Servicer will be

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obligated to pay the fees and disbursements of the Owner Trustee, the Indenture Trustee or the Administrator.

Section 3.3.           Representations, Warranties and Covenants of Servicer.

(a)           Representations and Warranties.  Ford Credit, as Servicer, makes, and any Successor Servicer by its appointment under this Agreement will make, on each Closing Date (and on the date of any such appointment) the following representations and warranties to the Issuer:

(i)            Organization and Qualification.  The Servicer is duly organized and validly existing as a limited liability company or other legal entity in good standing under the laws of its jurisdiction of organization.  The Servicer is qualified as a foreign limited liability company or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Servicer’s ability to perform its obligations under this Agreement or the other Transaction Documents to which it is a party.

(ii)           Power, Authorization and Enforceability.  The Servicer has the power and authority to execute, deliver and perform the terms of each of the Transaction Documents to which it is a party and to own its properties and conduct its floorplan receivable servicing business as such properties are currently owned and as such business is currently conducted.  The Servicer has authorized the execution, delivery and performance of the terms of each of the Transaction Documents to which it is a party.  Each of the Transaction Documents to which the Servicer is a party is the legal, valid and binding obligation of the Servicer enforceable against the Servicer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)          No Conflicts and No Violation.  The consummation of the transactions  contemplated by the Transaction Documents to which the Servicer is a party and the fulfillment of the terms of the Transaction Documents to which the Servicer is a party will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Servicer is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Servicer pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than the Receivables Purchase Agreements), (C) violate the Organizational Documents of the Servicer, or (D) violate any law or, to the Servicer’s knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties, in each case, which conflict, breach, default, Lien, or violation would

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reasonably be expected to have a material adverse effect on the Servicer’s ability to perform its obligations under the Transaction Documents to which it is a party.

(iv)          No Proceedings.  To the Servicer’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Servicer or its properties: (A) asserting the invalidity of any of the Transaction Documents or the Notes, (B) seeking to prevent the issuance of the Notes or the consummation of any of the transactions contemplated by any of the Transaction Documents, (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Servicer’s ability to perform its obligations under, or the validity or enforceability of, any of the Transaction Documents or the Notes, or (D) relating to the Servicer that would reasonably be expected to (1) affect the treatment of the Notes as indebtedness for U.S. federal income purposes, (2) be deemed to cause a taxable exchange of the Notes for U.S. federal income tax purposes, or (3) cause the Issuer to be treated as an association or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes, in each case, other than such proceedings that, to the Servicer’s knowledge, would not reasonably be expected to have a material adverse effect upon the Servicer and its subsidiaries considered as a whole or materially and adversely affect the performance by the Servicer of its obligations under, or the validity and enforceability of, any of the Transaction Documents or the Notes, or materially and adversely affect the tax treatment of the Issuer or the Notes.

(b)           Covenants.  Ford Credit, as Servicer, covenants, and any Successor Servicer by its appointment under this Agreement, will covenant on the date of such appointment, to the Issuer that:

(i)            Compliance with Law.  The Servicer will duly satisfy all obligations on its part to be fulfilled under or in connection with the Receivables and the Accounts, will maintain in effect all qualifications required under Applicable Law in order to service properly the Receivables and the Accounts and will comply in all material respects with Applicable Law in connection with servicing the Receivables and the Accounts, the failure to comply with which would have a material adverse effect on the interests of the Noteholders or the holders of the Depositor Interest.

(ii)           No Rescission or Cancellation.  The Servicer will not permit any rescission or cancellation of a Receivable except as ordered by a court of competent jurisdiction or other Governmental Authority.

(iii)          Protection of Beneficiaries’ Rights.  The Servicer will take no action, nor omit to take any action, that would impair the rights of the Noteholders or the holders of the Depositor Interest in the Receivables nor will it reschedule, revise or defer payments due on any Receivable except in accordance with the Floorplan Financing Guidelines and Section 3.1(d).

(iv)          Negative Pledge.  Except for the conveyances provided or permitted in this Agreement or the other Transaction Documents, the Servicer will not sell, pledge,

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assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien (other than Permitted Liens) on, any Receivable sold and assigned to the Issuer under this Agreement or any interest in any such Receivable, and it will defend the rights, title and interest of the Issuer in, to and under any such Receivable against all claims of third parties claiming through or under the Depositor or the Servicer.

(v)           Compliance with Indenture, etc.  The Servicer will observe and perform all obligations, duties, covenants and agreements contained in the Indenture or any Indenture Supplement and expressed in such documents to be observed or performed by the Servicer as if the Servicer were a party to the Indenture or such Indenture Supplement, as applicable, including those in Article VIII of the Indenture.

(c)           Purchase upon Breach.  The representations, warranties and covenants in Sections 3.3(a) and (b) survive the sale and assignment of the Sold Receivables and Related Security to the Issuer.  Upon discovery by the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any of these representations, warranties or covenants, the party discovering such breach will give prompt notice to the other parties.  If any breach by the Servicer of a representation, warranty or covenant in Section 3.3(a) or (b) has a material adverse effect on a Sold Receivable, then the Servicer will purchase such Sold Receivable on or before the first day of the first Collection Period that begins more than 60 days after the earlier to occur of the discovery of any such breach or failure to perform by the Servicer, or receipt by the Servicer of notice of such breach or failure to perform from the Owner Trustee, the Indenture Trustee or the Depositor unless, by the first day of such Collection Period the representations and warranties in Section 3.3(a) are then true and correct in all material respects, or the applicable covenant in Section 3.3(b) has been performed, as the case may be, and any material adverse effect on such Sold Receivable caused by the breach or failure to perform has been cured.  Notice of the purchase of a Sold Receivable pursuant to this Section 3.3(c) will be contained in the Monthly Investor Report for the Collection Period in which such purchase occurs.

(d)           Consideration for Purchase.  In consideration for a purchase of a Sold Receivable pursuant to Section 3.3(c), the Servicer will deposit the Purchase Price of such Sold Receivable into the Collection Account on or before the Determination Date occurring in the Collection Period in which such purchase occurs.  Any such amount will be considered Collections and will be applied in accordance with this Agreement.  Upon the Servicer’s payment of the Purchase Price for such Sold Receivable, the Issuer will without further action be deemed to sell and assign to the Servicer, with effect as of the date of such purchase and without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under such Sold Receivable and the Related Security.  In connection with any such purchase, the Owner Trustee will, at the Servicer’s expense, execute such documents and take such other actions as are reasonably requested by the Servicer to effect the conveyance of such Sold Receivable pursuant to this Section 3.3(d).  If Ford Credit is the Servicer, the obligation of the Servicer to purchase any such Sold Receivable and to deposit the Purchase Price of such Sold Receivable into the Collection Account, constitutes the sole remedy for a breach or failure to perform specified in Section 3.3(c) available to the Noteholders (or the Owner Trustee or the Indenture Trustee on behalf of the Secured Parties).

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(e)           Successor Servicer Not Required to Purchase.  Notwithstanding anything in Sections 3.3(c) and (d), no Successor Servicer will be obligated to purchase Receivables pursuant to this Section 3.3.

Section 3.4.           Preparation of Monthly Investor Reports.  No later than the Determination Date relating to each Payment Date, with respect to each Series, the Servicer will deliver to the Rating Agencies, the Owner Trustee and the Indenture Trustee a Monthly Investor Report for such Payment Date substantially in the form set forth in the related Indenture Supplement.  A Responsible Person of the Servicer will certify that the information in the Monthly Investor Report is accurate in all material respects.

Section 3.5.           Annual Statements as to Compliance.

(a)           To the extent required by Regulation AB, the Servicer will deliver to the Owner Trustee, the Indenture Trustee, each Depositor and each Rating Agency within 90 days after the end of each calendar year, an Officer’s Certificate, dated as of December 31 of the preceding calendar year, signed by a Responsible Person of the Servicer to the effect that (i) a review of the Servicer’s activities during the immediately preceding calendar year (or, in the case of the first certificate, since the Closing Date) and of its performance under this Agreement has been made under such Responsible Person’s supervision and (ii) to such Responsible Person’s knowledge, based on such review, the Servicer has fulfilled in all material respects all of its obligations under this Agreement throughout such calendar year (or applicable portion of such calendar year), or, if there has been a failure to fulfill any such obligation in any material respect, specifically identifying each such failure known to such Responsible Person and the nature and status of such failure.  If the Issuer is not required to file periodic reports under the Exchange Act or otherwise required by law to file an Officer’s Certificate of the Servicer as to compliance, such Officer’s Certificate may be delivered on or before April 30 of each calendar year.  A copy of such certificate may be obtained by any Noteholder by a request to the Indenture Trustee addressed to the Corporate Trust Office.

(b)           If directed by the Administrator, the Servicer will prepare, execute and deliver all certificates or other documents required to be delivered by the Issuer pursuant to the Sarbanes-Oxley Act of 2002.

Section 3.6.           Report on Assessment of Compliance with Servicing Criteria and Attestation.

(a)           The Servicer will:

(i)            deliver to each Depositor, the Owner Trustee, the Indenture Trustee and each Rating Agency, a report, dated as of December 31 of the preceding calendar year, on its assessment of compliance with the minimum servicing criteria during the preceding calendar year, including disclosure of any material instance of non-compliance identified by the Servicer, as required by Rule 13a-18 and 15d-18 of the Exchange Act and Item 1122 of Regulation AB under the Securities Act; and

(ii)           cause a firm of registered public accountants that is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act

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to deliver to each Depositor, the Owner Trustee and the Indenture Trustee an attestation report that satisfies the requirements of the Rule 13a-18 or Rule 15d-18 under the Exchange Act and Item 1122 of Regulation AB, as applicable, on the assessment of compliance with servicing criteria with respect to the prior calendar year.  Such attestation report will be addressed to the board of directors of the Servicer and to the Issuer, the Owner Trustee, each Depositor and the Indenture Trustee.  Such attestation will be in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Securities Act and the Exchange Act.  The firm may render other services to the Servicer, each Depositor or Ford Credit, but the firm must indicate in each attestation report that it is qualified and independent within the meaning of Rule 2-01 of Regulation S-X under the Securities Act.

(b)           The reports referred to in this Section 3.6 will be delivered within 90 days after the end of each calendar year unless the Issuer is not required to file periodic reports under the Exchange Act or any other law, in which case the reports may be delivered on or before April 30 of each calendar year.  A copy of the reports referred to in this Section 3.6 may be obtained by any Noteholder by a request in writing to the Indenture Trustee addressed to the Corporate Trust Office.

Section 3.7.           Notices to Ford Credit.  If Ford Credit is no longer acting as Servicer, any Successor Servicer will deliver or make available to Ford Credit, as the case may be, each certificate and report required to be prepared, forwarded or delivered after such appointment pursuant to Sections 3.4, 3.5 and 3.6.

Section 3.8.           Adjustments.

(a)           If the Servicer reduces the principal amount of any Receivable because of a rebate, refund, credit adjustment or billing error to a Dealer, then the Depositor Amount will be reduced by a corresponding amount and the Depositor will deposit the related Adjustment Payment, if any, into the Excess Funding Account on the Business Day on which such reduction occurs.

(b)           If (i) the Servicer makes a deposit into the Collection Account in respect of a Collection and such Collection is not honored for any reason or (ii) the Servicer deposits into the Collection Account an amount that is less than or more than the actual amount of any Collection, the Servicer will appropriately adjust the amount deposited or on deposit in the Collection Account.

Section 3.9.           Reports to Securities and Exchange Commission.  The Servicer will, on behalf of the Issuer, cause to be filed with the Securities and Exchange Commission any periodic reports required to be filed under the Exchange Act, or the rules and regulations of the Securities and Exchange Commission under the Exchange Act.  The Depositor will, at the expense of the Servicer, cooperate in any reasonable request of the Servicer in connection with such filings.

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ARTICLE IV
OTHER MATTERS RELATING TO DEPOSITOR

Section 4.1.Liability of Depositor.

(a)The Depositor will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Depositor under this Agreement.

(b)The Depositor will not be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Noteholders, the Servicer or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement or for errors in judgment.  All such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Depositor and the issuance of the Notes.  Notwithstanding the foregoing, this Section 4.1 will not protect the Depositor against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.

(c)The Depositor and any officer, director, employee or agent of the Depositor may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party in respect of any matters arising out of this Agreement.

(d)The Depositor will be under no obligation to appear in, prosecute or defend any legal action that is unrelated to its obligations under this Agreement and that, in its opinion, may cause it to incur any expense or liability.

Section 4.2.Merger or Consolidation of, or Assumption of, Obligations of Depositor.  Any Person (a) into which the Depositor is merged or consolidated, (b) resulting from any merger or consolidation to which the Depositor is a party or (c) succeeding to the business of the Depositor, if more than 50% of the voting stock or voting power and 50% or more of the economic equity of such Person is owned, directly or indirectly, by Ford, will be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 4.2.  Within 15 Business Days after any such merger, consolidation or succession such Person will (i) execute an agreement of assumption to perform every obligation of the Depositor under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, consolidation or succession and such agreement of assumption comply with this Section 4.2, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Sold Assets and the Indenture Trustee in the Collateral will be perfected, or (B) no such action is necessary to preserve and protect such security interest, and (iv) provide notice of such merger, consolidation or succession to the Rating Agencies for each Series.

Section 4.3.Depositor Indemnification of Issuer and Trustees.

(a)The Depositor will indemnify and hold harmless each of the Issuer, the Owner Trustee, the Indenture Trustee and their respective directors, officers, employees and agents (each, an “Indemnified Person”) from and against any and all loss, liability, claim, expense,

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damage or injury arising out of (i) the Depositor’s willful misconduct, bad faith or negligence in the performance of its duties under this Agreement, (ii) the acceptance or performance of the trusts and duties contained in this Agreement and in the other Transaction Documents to which the Owner Trustee or the Indenture Trustee, as applicable, is a party; provided, however, that the Depositor will not indemnify any Indemnified Person for:

(i)any such loss, liability, claim, expense, damage or injury arising out of the willful misconduct, bad faith or negligence of the Owner Trustee or the Indenture Trustee, as applicable;

(ii)any liability, cost or expense of the Issuer with respect to any action taken by the Owner Trustee or the Indenture Trustee, as applicable, at the request of any such Noteholders to the extent that the Owner Trustee or the Indenture Trustee, as applicable, is fully indemnified by such Noteholders with respect to such action; or

(iii)any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder in connection with this Agreement or with the Indenture to any taxing authority.

(b)Subject to Section 4.1, any indemnification pursuant to this Section 4.3 will only be payable from (i) the Depositor Interest, to the extent of the excess of the Depositor Amount for any date of determination over the Required Depositor Amount as of such date and (ii) any other assets of the Depositor not pledged to third parties or otherwise encumbered in a manner permitted by the Depositor’s Organizational Documents and will only be made after payment in full of any amounts that the Depositor is obligated to deposit into the Collection Account or the Excess Funding Account pursuant to this Agreement.  The Depositor’s obligations under this Section 4.3 survive the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee or the Indenture Trustee, as applicable.

ARTICLE V
OTHER MATTERS RELATING TO SERVICER

Section 5.1.Liability of Servicer.

(a)The Servicer will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Servicer under this Agreement.  All other liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Servicer.  Notwithstanding the foregoing, this Section 5.1 will not protect the Servicer against any liability that would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.

(b)The Servicer and any subservicer and any officer, director, employee or agent of the Servicer or any subservicer may rely in good faith on the advice of counsel or on any document believed to be genuine and to have been executed by the proper party in respect of any matters arising out of this Agreement.

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(c)The Servicer will be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties to service the Receivables in accordance with this Agreement and that, in its opinion, may cause it to incur any expense or liability.

Section 5.2.Merger or Consolidation of, or Assumption of, Obligations of Servicer.  Any Person (a) into which the Servicer is merged or consolidated, (b) resulting from any merger or consolidation to which the Servicer is a party, (c) succeeding to the business of the Servicer or (d) that is an Affiliate of the Servicer to whom the Servicer has assigned this Agreement, will be the successor to the Depositor under this Agreement without the execution or filing of any document or any further act except those actions required under this Section 5.2.  Within 15 Business Days after any such merger, consolidation or succession such Person will (i) execute an agreement of assumption to perform every obligation of the Servicer under this Agreement, (ii) deliver to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, consolidation or succession and such agreement of assumption comply with this Section 5.2, (iii) deliver to the Owner Trustee and the Indenture Trustee an Opinion of Counsel to the effect that either (A) upon the later of the attachment of the security interest and the filing of the necessary financing statements, the security interest in favor of the Issuer in the Sold Assets and the Indenture Trustee in the Collateral will be perfected, or (B) no such action is necessary to preserve and protect such security interest, and (iv) provide notice of such merger, consolidation or succession to the Rating Agencies for each Series.

Section 5.3.Servicer Indemnification of Issuer and Trustees.

(a)The Servicer will indemnify and hold harmless each Indemnified Person from and against any and all loss, liability, claim, expense, damage or injury arising out of the Servicer’s willful misconduct, bad faith or negligence in the performance of its duties under this Agreement; provided, however, that  the Servicer will not indemnify any Indemnified Person for:

(i)any such loss, liability, claim, expense, damage or injury arising out of the willful misconduct, bad faith or negligence of the Owner Trustee or the Indenture Trustee, as applicable;

(ii)any liability, cost or expense of the Issuer with respect to any action taken by the Owner Trustee or the Indenture Trustee, as applicable, at the request of any such Noteholders to the extent that the Owner Trustee or the Indenture Trustee, as applicable, is fully indemnified by such Noteholders with respect to such action; or

(iii)with respect to any United States federal, state or local income or franchise taxes (or any interest or penalties with respect thereto) required to be paid by the Issuer or any Noteholder in connection with this Agreement or with the Indenture to any taxing authority.

(b)The Servicer’s obligations under this Section 5.3 will survive the termination of this Agreement or the Issuer or the earlier removal or resignation of the Owner Trustee or the Indenture Trustee, as applicable.

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Section 5.4.Resignation of Servicer.  Ford Credit may not resign as Servicer, except:

(a)upon determination that (i) the performance of its duties under this Agreement is no longer permissible under Applicable Law and (ii) there is no reasonable action that the Servicer could take to make the performance of its duties under this Agreement permissible under Applicable Law; or

(b)upon the appointment of a Successor Servicer pursuant to Section 6.2.

Any determination permitting the resignation of the Servicer under Section 5.4(a)(i) must be evidenced by an Opinion of Counsel to such effect delivered to the Owner Trustee and the Indenture Trustee.  No resignation under Section 5.4(a) will become effective until a Successor Servicer has been appointed under Section 6.2.

Section 5.5.Access to Certain Documentation and Information Regarding Sold Receivables.  The Servicer will provide to the Owner Trustee and the Indenture Trustee access to the documentation regarding the Accounts and the related Sold Receivables in such cases where the Owner Trustee or the Indenture Trustee, as applicable, is required in connection with the enforcement of the rights of the Noteholders, or by applicable statutes or regulations to review such documentation.  The Servicer will provide such access without charge, but only (a) upon reasonable request, (b) during normal business hours, (c) subject to the Servicer’s security and confidentiality procedures and (d) at offices designated by the Servicer.  Nothing in this Section 5.5 limits or modifies the obligation of the Depositor, the Owner Trustee, the Indenture Trustee or the Servicer to observe any Applicable Law or confidentiality agreement prohibiting disclosure of information (including personal information regarding the Dealers or any other Person) and the failure of the Servicer to provide access as provided in this Section 5.5 as a result of such prohibition will not constitute a breach of this Agreement.

Section 5.6.Marking of Records.  The Depositor and the Servicer will each indicate in its computer files or other records that the Sold Receivables originated in the Accounts have been sold to the Issuer pursuant to this Agreement.

ARTICLE VI
SERVICER TERMINATION EVENTS

Section 6.1.Servicer Termination Events.

(a)If any of the following events (each, a “Servicer Termination Event”) occurs and is continuing with respect to the Servicer:

(i)any failure by the Servicer to make any payment, transfer or deposit or to give instructions to the Indenture Trustee to make such payment, transfer or deposit on or before the date occurring five Business Days after the date such payment, transfer or deposit or such instruction is required to be made or given, as the case may be, under this Agreement, the Indenture or any Indenture Supplement;

(ii)any failure on the part of the Servicer to duly observe or perform in any material respect any other of its covenants or agreements set forth in this Agreement that

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has an Adverse Effect and continues unremedied for 60 days after the date on which notice of such failure, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders of not less than 10% of the Note Balance of the Outstanding Notes (or, with respect to any such failure that does not relate to all Series, 10% of the Note Balance of the Outstanding Notes of all Series to which such failure relates);

(iii)the Servicer delegates or assigns its duties under this Agreement, except as permitted by Sections 3.1(a), 5.2 and 6.2;

(iv)any representation, warranty or certification made by the Servicer in this Agreement or in any certificate delivered pursuant to this Agreement proves to have been incorrect when made and such error has an Adverse Effect and such Adverse Effect continues for 60 days after the date on which notice of such Adverse Effect, requiring the same to be remedied, has been given to the Servicer by the Owner Trustee or the Indenture Trustee, or to the Servicer, the Owner Trustee and the Indenture Trustee by Noteholders of not less than 10% of the Note Balance of the Outstanding Notes (or, with respect to any such representation, warranty or certification that does not relate to all Series, 10% of the Note Balance of the Outstanding Notes of all Series to which such representation, warranty or certification relates); or

(v)an Insolvency Event occurs with respect to the Servicer;

then the Indenture Trustee or Noteholders of a majority of the Note Balance of the Outstanding Notes, by notice to the Servicer, the Back-up Servicer and the Owner Trustee (and to the Indenture Trustee if given by the Noteholders) (a “Termination Notice”), may terminate the Servicer as Servicer under this Agreement.

(b)If within 60 days after delivery of a Termination Notice or a resignation of the Servicer pursuant to Section 5.4, (i) the Back-up Servicer has not become the Successor Servicer, (ii) a Successor Servicer has not been appointed and the Indenture Trustee has not received any bids from Eligible Servicers to act as a Successor Servicer in accordance with Section 6.2(a) and (iii) in the case of a Termination Notice, the Indenture Trustee receives an Officer’s Certificate of the Servicer stating that the Servicer cannot cure the Servicer Termination Event which gave rise to the Termination Notice, the Depositor may repurchase the Sold Assets on the Payment Date in the next month for an amount equal to the sum of the Reassignment Amounts for each Series.  If the Depositor is repurchasing the Sold Assets, it will notify the Indenture Trustee prior to the Record Date for such Payment Date and deposit the Reassignment Amounts into the Collection Account no later than 1:00 p.m., New York City time, on such Payment Date.  The purchase price will be allocated and paid to the Noteholders of each Series on such Payment Date in accordance with the Indenture and each Indenture Supplement in payment of their Notes.  Upon the repurchase of the Sold Assets, the Issuer will without further action be deemed to sell and assign to the Depositor, without recourse, representation or warranty, all right, title and interest of the Issuer in, to and under the Sold Assets.  The Owner Trustee will, at the Depositor ‘s expense, execute such documents and take such other actions as are reasonably requested by the Depositor to effect the conveyance of the Sold Assets pursuant to this Section 6.1(b).

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(c)Notwithstanding Section 6.1(a), a delay in or failure of performance referred to in Section 6.1(a)(i) for ten Business Days after the applicable grace period or under Sections 6.1(a)(ii) or (iv) for 60 Business Days after the applicable grace period, will not constitute a Servicer Termination Event if (i) such delay or failure could not be prevented by the exercise of reasonable diligence by the Servicer and was caused by an act of God or a public enemy, acts of declared or undeclared war, public disorder, rebellion or sabotage, epidemics, landslides, lightning, fire, hurricanes, earthquakes, floods or similar causes outside the reasonable control of the Servicer, (ii) the Servicer is using all commercially reasonable efforts to perform its obligations in a timely manner in accordance with this Agreement and (iii) the Servicer promptly delivers an Officer’s Certificate describing such failure or delay and its efforts to perform its obligations to the Indenture Trustee, the Owner Trustee, the Depositor and the Back-up Servicer.

Section 6.2.Appointment of Successor Servicer.

(a)If the Servicer is terminated pursuant to Section 6.1(a), the Servicer will continue to perform all servicing functions under this Agreement until the date specified in the Termination Notice or until a date mutually agreed upon by the Servicer and the Indenture Trustee; provided, however, that the termination of the Servicer will not be effective until a Successor Servicer has been appointed and accepted its appointment.  The Indenture Trustee will notify the Back-up Servicer of the date of termination of the Servicer and, upon the termination of the Servicer in accordance with the preceding sentence or a resignation of the Servicer pursuant to Section 5.4, the Back-up Servicer will become the successor servicer (the “Successor Servicer”) under this Agreement without further action.  In connection with its assumption of the duties as Successor Servicer, the Back-up Servicer will be reimbursed for its reasonable out-of-pocket costs relating to the transition of the servicing of the Receivables from the Servicer to the Back-up Servicer (“Transition Costs”).  Up to $200,000 of such Transition Costs (in the aggregate for this Agreement and any other Sale and Servicing Agreement) will be paid by the Indenture Trustee, with the consent of the Servicer (such consent not to be unreasonably withheld), from amounts in the Back-up Servicer Reserve Account within 30 days of the delivery to the Indenture Trustee and the Servicer of a detailed billing statement setting out such Transition Costs.  Any Transition Costs in excess of such amount will be paid to the Back-up Servicer pursuant to Section 4.2(a) of the Indenture Supplements.  In no event will the Indenture Trustee be personally responsible for the payment of any Transition Costs.  If no Back-up Servicing Agreement is in effect at the time of the giving of a Termination Notice or a resignation of the Servicer pursuant to Section 5.4, the Indenture Trustee, acting at the direction of the Noteholders of a majority of the Note Balance of the Outstanding Notes, will as promptly as practicable appoint an Eligible Servicer as Successor Servicer, and such Successor Servicer will accept its appointment by executing an assumption agreement in a form acceptable to the Indenture Trustee.  If a Successor Servicer has not been appointed or has not accepted its appointment by the date of termination or resignation of the Servicer, the Indenture Trustee without further action will be appointed the Successor Servicer.  The Indenture Trustee, as Servicer, may delegate any of its servicing obligations to an Affiliate or agent in accordance with Section 3.1(a).  At any time following the appointment of the Indenture Trustee as Successor Servicer, the Indenture Trustee may appoint an Eligible Servicer to replace it as Successor Servicer (and not as its agent) and upon the appointment of, and acceptance by, such Eligible Servicer, the Indenture Trustee will be relieved of all its duties as Successor Servicer.  Notwithstanding the foregoing, the Indenture Trustee will, if it is legally unable so to act, petition

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at the expense of the Servicer a court of competent jurisdiction to appoint any Person that is an Eligible Servicer as the Successor Servicer under this Agreement.  The Indenture Trustee will give prompt notice to the Issuer (who will notify each Rating Agency) of the appointment of a Successor Servicer.  Notwithstanding anything in this Agreement to the contrary, in no event will the Indenture Trustee be liable for any Servicing Fee or for any differential in the amount of the Servicing Fee paid under this Agreement and the amount necessary to induce any Person to act as Successor Servicer under this Agreement and the transactions contemplated by this Agreement.

(b)Upon its appointment, the Successor Servicer will be the successor in all respects to the predecessor Servicer under this Agreement and will, subject to Section 3.3(e), be subject to all the responsibilities, duties and liabilities placed on the Servicer by this Agreement, and all references in this Agreement to the Servicer will be deemed to refer to the Successor Servicer; provided, however, that the Successor Servicer will have no liability for any obligation which was required to be performed by the predecessor Servicer prior to the date that the Successor Servicer becomes the Servicer or any claim of a third party based on any alleged action or inaction of the predecessor Servicer.

(c)Following the appointment of a Successor Servicer, the predecessor Servicer agrees to cooperate with the Indenture Trustee and such Successor Servicer in effecting the termination of the responsibilities and rights of the predecessor Servicer to conduct the servicing duties required under this Agreement, including the transfer to such Successor Servicer of all authority of the predecessor Servicer to service the Receivables provided for under this Agreement, including all authority over all Collections that are held by the predecessor Servicer for deposit on the date of transfer, or that have been deposited by the predecessor Servicer, into the Collection Account, or that subsequently are received with respect to the Receivables.  The predecessor Servicer will promptly transfer its electronic records relating to the Receivables to the Successor Servicer in such electronic form as the Successor Servicer may reasonably request and will promptly transfer to the Successor Servicer all other records, correspondence and documents necessary for the continued servicing of the Receivables in the manner and at such times as the Successor Servicer reasonably requests.  In no event, however, will the Servicer be obligated to provide, license or assign its processes, procedures, models, servicing software or other applications to any Successor Servicer or any other third party, or provide anything covered by a restriction on transfer or assignment or a confidentiality agreement.  To the extent that compliance with this Section 6.2(c) requires the predecessor Servicer to disclose to the Successor Servicer information of any kind which the predecessor Servicer deems to be confidential, the Successor Servicer will enter into such customary licensing and confidentiality agreements as the predecessor Servicer deems reasonably necessary to protect its interests.  If the predecessor Servicer fails to cooperate in effecting a transfer of servicing to a Successor Servicer, the Indenture Trustee is authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, all documents that the predecessor Servicer has failed to execute or deliver and to do and accomplish all other acts or things necessary or appropriate to effect the transfer of the servicing duties under this Agreement.

(d)In connection with its appointment of a Successor Servicer (other than the Back-up Servicer), the Indenture Trustee will review any bids it obtains from Eligible Servicers and may appoint any Eligible Servicer submitting a bid as a Successor Servicer for servicing

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compensation not in excess of the aggregate Servicing Fees for all Series plus the sum of the amounts for each Series and for each Payment Date equal to any Interest Collections allocable to the Noteholders of such Series which are payable to the Trust Paying Agent for distribution to the holders of the Depositor Interest in accordance with the Trust Agreement after payment of all amounts owing to the Noteholders of such Series on such Payment Date or required to be deposited into the applicable Series Accounts on such Payment Date; provided, however, that the holders of the Depositor Interest will be responsible for payment of the Depositor’s portion of such aggregate Servicing Fees and all other amounts in excess of such aggregate Servicing Fees.  Each holder of the Depositor Interest agrees that, if Ford Credit (or any Successor Servicer) is terminated as Servicer under this Agreement, the portion of the Interest Collections that the Depositor is entitled to receive pursuant to this Agreement, the Indenture or any Indenture Supplement will be reduced by an amount sufficient to pay the Depositor’s share of the compensation of the Successor Servicer.

(e)All authority and power granted to the Successor Servicer under this Agreement will automatically cease and terminate upon termination of the Issuer on the Trust Termination Date, and will pass to and be vested in the Depositor and the Depositor is authorized and empowered to execute and deliver, on behalf of the Successor Servicer, as attorney-in-fact or otherwise, all documents, and to do and accomplish all other acts or things necessary or appropriate to effect such transfer of servicing rights.  The Successor Servicer agrees to cooperate with the Depositor in effecting the termination of the responsibilities and rights of the Successor Servicer to conduct servicing of the Receivables.  The Successor Servicer will transfer its electronic records relating to the Receivables to Ford Credit or its designee in such electronic form as it may reasonably request and will transfer all other records, correspondence and documents to it in the manner and at such times as it may reasonably request.  To the extent that compliance with this Section requires the Successor Servicer to disclose to Ford Credit information of any kind which the Successor Servicer deems to be confidential, Ford Credit will enter into such customary licensing and confidentiality agreements as the Successor Servicer may deem necessary to protect its interests.

(f)Notwithstanding anything contained in this Agreement to the contrary, the Successor Servicer is authorized to accept and rely on all of the accounting records (including computer records) and other work product of the predecessor Servicer relating to the Receivables (collectively, the “Predecessor Servicer Work Product”) without any obligation to audit or perform any other examination of the Predecessor Servicer Work Product, and the Successor Servicer will have no responsibility or liability for the acts and omissions of the predecessor Servicer.  If any error, inaccuracy, omission or incorrect or non-standard practice or procedure (collectively, “Errors”) exists in any Predecessor Servicer Work Product, and such Errors make it materially more difficult to service or cause or materially contribute to the Successor Servicer making or continuing any Errors (collectively, “Continuing Errors”), the Successor Servicer will have no duty, responsibility, obligation or liability for such Continuing Errors; provided, however, that the Successor Servicer agrees to use commercially reasonable efforts to prevent further Continuing Errors.  If the Successor Servicer becomes aware of Errors or Continuing Errors, it will use commercially reasonable efforts to reconstruct and reconcile the Predecessor Servicer Work Product and to prevent future Continuing Errors.  The Successor Servicer will be entitled to recover its out-of-pocket costs incurred in connection with such reconciliation pursuant to Section 4.2(a) of the Indenture Supplements.

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Section 6.3.Notice to Noteholders.  The Servicer will notify the Owner Trustee, the Indenture Trustee, the Back-up Servicer and each Rating Agency within five Business Days after the Servicer obtains actual knowledge of any Servicer Termination Event, Event of Default or Amortization Event, and the Indenture Trustee will give notice to the Noteholders.  Upon any termination or appointment of a Successor Servicer pursuant to this Article VI, the Indenture Trustee will give prompt notice of such termination or appointment to the Noteholders.

ARTICLE VII
TERMINATION

Section 7.1.Termination of Agreement.  This Agreement and the respective obligations and responsibilities of the Servicer and the Depositor under this Agreement will terminate, except with respect to the duties described in Sections 4.3, 5.3 and 6.2(e), on the Trust Termination Date.

ARTICLE VIII
MISCELLANEOUS PROVISIONS

Section 8.1.Amendment.

(a)This Agreement may be amended by the Servicer, the Depositor and the Issuer, with prior notice by the Issuer to the Rating Agencies for each Series, but without the consent of any Noteholder:

(i)in order to cure any ambiguity, to correct or supplement any provision in this Agreement that may be inconsistent with any other provision in this Agreement, or to add provisions which are not inconsistent with the other provisions of this Agreement, if the Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect; or

(ii)for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders if: (A) the Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect, and (B) the Rating Agency Condition has been satisfied with respect to such amendment.

(b)This Agreement may also be amended by the Servicer, the Depositor and the Owner Trustee, with prior notice by the Issuer to the Rating Agencies for each Series, and with the consent of Noteholders of a majority of the Note Balance of the Outstanding Notes of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders; provided, however, that no such amendment, without the consent of the Noteholder of each Outstanding Note adversely affected by such amendment, will:

(i)reduce in any manner the amount of or delay the timing of any payments (changes in Amortization Events that decrease the likelihood of the occurrence of such events will not be considered delays in the timing of payments for purposes of this clause) to be made to Noteholders or deposits of amounts to be so paid;

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(ii)change the definition of or the manner of calculating the interest of any Noteholder in the Trust Property; or

(iii)reduce the percentage of the Note Balance of Outstanding Notes required to consent to any such amendment.

(c)Promptly after the execution of any amendment pursuant to Section 8.1(a), the Owner Trustee will notify the Indenture Trustee, who will notify each Noteholder, and the Servicer will notify the Back-up Servicer, of the substance of such amendment.

(d)Notwithstanding anything in this Section 8.1 to the contrary, no amendment may be made to this Agreement that would adversely affect in any material respect the interests of the Indenture Trustee, the Owner Trustee or the Back-up Servicer without the consent of such Person.

(e)If the consent of the Indenture Trustee, the Owner Trustee, the Back-up Servicer or any Noteholder to any proposed amendment is required, it is not necessary that they approve the particular form of such amendment, but only that they approve the substance of such amendment.

(f)The Owner Trustee may, but is not obligated to, enter into any amendment which affects the Owner Trustee’s rights, duties or immunities under this Agreement or otherwise.  In connection with the execution of any amendment under this Agreement, the Owner Trustee is entitled to receive the Opinion of Counsel described in Section 8.2(d)(i).

Section 8.2.Protection of Right, Title and Interest to Trust Property.

(a)The Servicer will cause this Agreement, all amendments to this Agreement and all financing statements and continuation statements and any other necessary documents covering the Indenture Trustee’s and the Owner Trustee’s right, title, and interest in and to the Trust Property to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law to preserve and protect the right, title and interest of the Noteholders and the Indenture Trustee and the Owner Trustee under this Agreement to all property comprising the Trust Property.  The Servicer will deliver to the Indenture Trustee file stamped copies or other evidence of any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing.  The Depositor will cooperate fully with the Servicer in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this Section 8.2(a).

(b)Within 30 days after the Depositor or the Servicer makes any change in its name, identity or corporate structure which would make any financing statement or continuation statement filed in accordance with Section 2.1(c) or 8.2(a) seriously misleading within the meaning of Section 9-506 of the UCC, the Depositor or the Servicer, as applicable, will give the Owner Trustee notice of any such change and will file such financing statements or amendments as may be necessary to continue the perfection of the Issuer’s security interest in the Sold Receivables.

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(c)The Depositor and the Servicer will give the Owner Trustee and the Indenture Trustee prompt notice of any relocation of any office from which it services Sold Receivables or keeps records concerning the Sold Receivables or of its jurisdiction of organization and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and will file such financing statements or amendments as may be necessary to perfect or to continue the perfection of the Issuer’s security interest in the Sold Receivables.  The Servicer will at all times maintain each office from which it services Receivables and its jurisdiction of organization within the United States of America.

(d)The Servicer will deliver to the Owner Trustee and the Indenture Trustee (i) upon the execution and delivery of each amendment to this Agreement, an Opinion of Counsel to the effect specified in Exhibit B, and (ii) on each Addition Date, an Opinion of Counsel substantially in the form of Exhibit C.

Section 8.3.Tax Treatment.  Unless otherwise specified in the Indenture or an Indenture Supplement for a particular Series, the Depositor has entered into this Agreement, and the Notes will be issued, with the intention that, for United States federal, state and local income and franchise tax purposes, (i) the Notes of each Series that are characterized as indebtedness at the time of their issuance will qualify as indebtedness secured by the Collateral and (ii) the Issuer will not be treated as an association or publicly traded partnership taxable as a corporation.  The Depositor, by entering into this Agreement, and each Noteholder, by the acceptance of any such Note (and each Note Owner, by its acceptance of an interest in the applicable Note), agree to treat such Notes for United States federal, state and local income and franchise tax purposes as indebtedness of the Depositor.  Each Noteholder agrees that it will cause any Note Owner acquiring an interest in a Note through it to comply with this Agreement as to treatment as indebtedness under applicable tax law, as described in this Section 8.3.  The parties to this Agreement agree that they will not cause or permit the making, as applicable, of any election under Treasury Regulation Section 301.7701-3 whereby the Issuer or any portion thereof would be treated as a corporation for federal income tax purposes and, except as required by Section 2.11 of the Trust Agreement, will not file tax returns for the Issuer but will treat the Issuer as a security device for such purposes.  The provisions of this Agreement are to be construed in furtherance of the foregoing intended tax treatment.

Section 8.4.Notices.

(a)All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made:

(i)upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

(ii)in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

34

(iii)in the case of an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B or at such other address as any party may designate by notice to the other parties.

(b)Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 8.5.Third Party Beneficiaries.  This Agreement will inure to the benefit of and be binding upon the parties to this Agreement.  The Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the Depositor and the Servicer.  Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 8.6.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 8.7.Submission to Jurisdiction.  The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement.  The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 8.8.WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 8.9.Severability.  If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.

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Section 8.10.Counterparts.  This Agreement may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

Section 8.11.Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 8.12.No Waiver; Cumulative Remedies.  No failure or delay of the Owner Trustee, the Indenture Trustee or the Noteholders in exercising any power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of any power, right or remedy precludes any other or further exercise of such power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies provided in this Agreement are in addition to any powers, rights and remedies provided by law.

Section 8.13.Agent for Service of Process.

(a)The agent for service of the Depositor in respect of this Agreement will be the person holding the office of Corporate Secretary of the Depositor, at the following address:

Ford Credit Floorplan LLC
c/o Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention: Corporate Secretary
Telephone: (313) 322-1200
Fax: (313) 337-1160

(b)The agent for service of the Servicer in respect of this Agreement will be the person holding the office of Corporate Secretary of the Servicer, at the following address:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone: (313) 322-1200
Fax:  (313) 337-1160

Section 8.14.No Petition.  Each of the Servicer, Ford Credit (if it is no longer the Servicer), the Back-up Servicer and the Owner Trustee, by entering into this Agreement, each Noteholder, by accepting a Note, each holder of an interest in the Depositor Interest, by accepting such interest, and the Indenture Trustee, by accepting the benefits of this Agreement, covenants and agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of all Notes, it will not institute against, or join any other Person in instituting against, the Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the

36

Notes or any of the Transaction Documents.  This Section 8.14 will survive the resignation or removal of the Owner Trustee under the Trust Agreement or the Indenture Trustee under the Indenture and the termination of this Agreement.

Section 8.15.Further Assurances.  The Depositor and the Servicer agree to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Owner Trustee or the Indenture Trustee in order to effect more fully the purposes of this Agreement, including the execution of any financing statements or continuation statements relating to the Sold Receivables for filing under the UCC.

Section 8.16.Rule 144A Information.  For so long as any of the Notes of any Series or Class are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act, each of the Depositor, the Owner Trustee and the Servicer agree to cooperate to provide to any Noteholders of such Series or Class and to any prospective purchaser of Notes designated by such Noteholder, upon the request of such Noteholder or prospective purchaser, any information required to be provided to such holder or prospective purchaser to satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.

Section 8.17.Action by Owner Trustee or Indenture Trustee.  Upon any application or request by the Depositor or the Servicer to the Owner Trustee or the Indenture Trustee to take any action under this Agreement, the Depositor or the Servicer, as the case may be, will furnish to the Owner Trustee or the Indenture Trustee, as the case may be, an Officer’s Certificate stating that all conditions precedent, if any, in this Agreement relating to the proposed action have been complied with.  The Owner Trustee or the Indenture Trustee, as the case may be, is entitled to conclusively rely on such Officer’s Certificate as authority for any action undertaken in connection with such certificate of opinion.

Section 8.18.Limitation of Liability of Owner Trustee.  Notwithstanding anything in this Agreement to the contrary, this Agreement has been signed on behalf of the Issuer by U.S. Bank Trust National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event will U.S. Bank Trust National Association in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement, as to all of which recourse may be had solely to the assets of the Issuer.  For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT FLOORPLAN LLC,
as Depositor
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary
FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, as Issuer
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By:	/s/ Julia Linian
	Name:	Julia Linian
	Title:	Assistant Vice President
FORD MOTOR CREDIT COMPANY LLC,
as Servicer
By:	/s/ Scott D. Krohn
	Name:	Scott D. Krohn
	Title:	Assistant Treasurer

Acknowledged and Agreed with respect to the provisions of Section 6.2
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Back-up Servicer
By:	/s/ Marianna C. Stershic
	Name:	Marianna C. Stershic
	Title:	Vice President

[Signature Page to MOTA-FCF LLC Sale and Servicing Agreement]

Schedule A

ACCOUNT SCHEDULE

[On file with the Servicer and the Indenture Trustee]

SA-1

Schedule B

NOTICE ADDRESSES

1.If to Ford Credit, in its individual capacity or as Servicer, Administrator or Seller under the Receivables Purchase Agreements:

Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suite 801-C1
One American Road
Dearborn, Michigan 48126
Attention:  Securitization Operations Supervisor
Telephone:  (313) 594-3495
Fax:  (313) 390-4133

With a copy to:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 323-1200
Fax:  (313) 337-1160

2.If to FCF LLC, in its individual capacity or as Depositor:

Ford Credit Floorplan LLC
c/o Ford Motor Company
World Headquarters, Suite 801-C1
One American Road
Dearborn, Michigan 48126
Attention:  Ford Credit SPE Management Office
Telephone:  (313) 594-3495
Fax:  (313) 390-4133

With a copy to:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 323-1200
Fax:  (313) 337-1160

SB-1

3.If to FCF Corp, in its individual capacity or as Depositor:

Ford Credit Floorplan Corp
c/o Ford Motor Company
World Headquarters, Suite 801-C1
One American Road
Dearborn, Michigan 48126
Attention:  Ford Credit SPE Management Office
Telephone:  (313) 594-3495
Fax:  (313) 390-4133

With a copy to:

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 323-1200
Fax:  (313) 337-1160

4.If to the Issuer:

c/o the Owner Trustee at the Corporate Trust Office of the Owner Trustee

With copies to:

Ford Motor Credit Company LLC
c/o Ford Motor Company
World Headquarters, Suite 801-C1
One American Road
Dearborn, Michigan 48126
Attention:  Ford Credit SPE Management Office
Telephone:  (313) 594-3495
Fax:  (313) 390-4133

and

Ford Motor Credit Company LLC
One American Road
Suite 2411, Office 212-016
Dearborn, Michigan 48126
Attention:  Corporate Secretary
Telephone:  (313) 323-1200
Fax:  (313) 337-1160

5.If to the Owner Trustee, at the Corporate Trust Office of the Owner Trustee

SB-2

6.If to the Indenture Trustee, at the Corporate Trust Office of the Indenture Trustee

7.If to the Back-up Servicer:

Wells Fargo Bank, National Association
Sixth Street and Marquette Avenues
MAC N9311-161
Minneapolis, Minnesota 55479
Attention: Corporate Trust Office

8.If to DBRS:

DBRS, Inc.
140 Broadway, 35th Floor
New York, New York 10005
Attention: ABS Surveillance
Telephone:  (212) 806-3276
Fax:  (212) 806-3201
Email: ABS_Surveillance@dbrs.com

9.If to Fitch:

Fitch, Inc.
1 State Street Plaza
New York, New York 10004
Attention:  Asset Backed Surveillance
Telephone:  (212) 908-0500
Fax:  (212) 514-9879

10.If to Moody’s:

Moody’s Investors Service, Inc.
7 World Trade Center
250 Greenwich Street
New York, New York 10007
Attention:  Asset Finance Group — 24th floor
Telephone:  (212) 553-0300
Fax:  (212) 298-6834

11.If to S&P:

Standard & Poor’s Ratings Services,
  a Standard & Poor’s Financial Services LLC business,
55 Water Street, 40th Floor
New York, New York 10041
Attention:  Asset Backed Surveillance Department
Telephone:  (212) 438-1000
Fax:  (212) 438-2649

SB-3

Appendix A

USAGE AND DEFINITIONS

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

Usage

The following rules of construction and usage apply to this Appendix, any agreement that incorporates this Appendix and any document made or delivered pursuant to any such agreement:

(a)The term “documents” includes any and all documents, agreements, instruments, certificates, notices, reports, statements or other writings however evidenced, whether in electronic or physical form.

(b)Accounting terms not defined or not completely defined in this Appendix will be construed in conformity with U.S. generally accepted accounting principles as in effect on the date of the document that incorporates this Appendix.

(c)References to “Article,” “Section,” “Exhibit,” “Schedule,” “Appendix” or another subdivision of or to an attachment are, unless otherwise specified, to an article, section, exhibit, schedule, appendix or subdivision of or an attachment to the document in which such reference appears.

(d)Any document defined or referred to in this Appendix or in any document that incorporates this Appendix means such document as from time to time amended, modified, supplemented or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in such document.

(e)Any statute defined or referred to in this Appendix or in any document that incorporates this Appendix means such statute as from time to time amended, modified, supplemented or replaced, including by succession of comparable successor statutes, and includes any rules and regulations promulgated under such statute and any judicial and administrative interpretations of such statute.

(f)Calculation of any amount on, for or as of any date will be determined at or as of the close of business on such day after the application of any monies, payments and other transactions to be applied on such day.

(g)In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including,” the word “to” means “to but excluding” and the word “through” means “to and including.”

(h)All terms defined in this Appendix apply to the singular and plural forms of such terms and the term “including” means “including without limitation.”

AA-1

(i)References to a Person are also to its permitted successors and assigns.

Definitions

“Account” means each Initial Account and, from the related Addition Date, each Additional Account and excluding, from the related Redesignation Date, each Redesignated Account.

“Account Schedule” means the Initial Account Schedule, as the same may be from time to time supplemented by the Additional Account Schedules, amended by the Redesignated Account Schedules, or otherwise modified.

“Accumulation Period” means, for any Series or Class, a period following the related Revolving Period during which Principal Collections are accumulated in a Series Account for the benefit of the Noteholders of such Series or Class and which will be a controlled accumulation period or other accumulation period, in each case, as defined with respect to such Series or Class in the related Indenture Supplement.

“Act of Noteholders” has the meaning specified in Section 11.3(a) of the Indenture.

“Addition Date” means the date on which Additional Accounts will be designated by the Seller pursuant to the related Receivables Purchase Agreement and designated by the related Depositor pursuant to the related Sale and Servicing Agreement, in each case, as specified in the related Addition Notice.

“Addition Notice” means, for any Additional Accounts, (a) a notice provided by the Seller (or the Servicer on its behalf) to the related Depositor pursuant to the related Receivables Purchase Agreement and (b) a notice provided by the related Depositor (or the Servicer on its behalf) to the Owner Trustee, the Indenture Trustee and the Rating Agencies pursuant to the related Sale and Servicing Agreement, in each case, specifying the Additional Cutoff Date, the Addition Date and the Eligible Receivable Origination Cutoff Date for such Additional Accounts.

“Additional Account” means each floorplan financing account established with a Dealer pursuant to a Sales and Service Agreement or a Floorplan Financing Agreement that is designated by the Seller pursuant to Section 2.6(a) of the related Receivables Purchase Agreement, designated by the related Depositor pursuant to Section 2.6(a) of the related Sale and Servicing Agreement and identified in the applicable Additional Account Schedule (it being understood, that any Dealer may have more than one floorplan financing account, depending on how many dealership locations and credit lines the Dealer has, and that all or only a portion of a Dealer’s floorplan financing accounts may be designated to the Issuer).

“Additional Account Schedule” means, for each Additional Cutoff Date, a computer file or list specifying by Dealer account number the related Additional Accounts and the principal amount of the Receivables originated in such Additional Accounts as of such Additional Cutoff Date.

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“Additional Cutoff Date” means, for Additional Accounts, the day specified in the related Addition Notice.

“Adjusted Invested Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Adjusted Pool Balance” means, for any date, the sum of (a) the Pool Balance on such date, plus (b) the Excess Funding Amount on such date.

“Adjustment Fees” means the amounts payable by Ford to Ford Credit in connection with Ford’s assignment to Ford Credit under the Sale and Assignment Agreement of Ford’s right to receive amounts payable by a Dealer from time to time in respect of such Dealer’s purchase of New Vehicles manufactured or distributed by Ford pursuant to the related Sales and Service Agreement.

“Adjustment Payment” means, for any reduction in the principal amount of a Receivable pursuant to Section 3.8(a) of the related Sale and Servicing Agreement, an amount equal to the lesser of (a) the amount, if any, by which the Depositor Amount, as reduced by the amount of such reduction, would be less than the Required Depositor Amount on the preceding Calculation Date (if such Calculation Date is a Determination Date, after giving effect to the allocations, payments, withdrawals and deposits to be made on the Payment Date following such Determination Date), or (b) the amount of such reduction.

“Administration Agreement” means the Second Amended and Restated Administration Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among the Issuer, the Administrator and the Indenture Trustee.

“Administrator” means Ford Credit, or any successor Administrator under the Administration Agreement.

“Adverse Effect” means, for any action, an action that would (a) result in the occurrence of an Amortization Event or an Event of Default or (b) materially and adversely affect the amount or timing of payments to be made to the Noteholders of any Series or Class pursuant to the Sale and Servicing Agreements, the Indenture or the related Indenture Supplement.

“Affiliate” means, for any specified Person, any other Person controlling, controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Amortization Event” means, for any Series, a Trust Amortization Event or a Series Amortization Event.

“Amortization Period” means, for any Series or Class, a period following the related Revolving Period or Accumulation Period, as applicable, during which Principal Collections are paid to the Noteholders of such Series or Class and which will be the Early Amortization Period,

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a controlled amortization period, a partial amortization period or other amortization period, in each case, as defined with respect to such Series or Class in the related Indenture Supplement.

“Applicable Law” means, for any Person, any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether federal, state or local, in each case, applicable to or binding upon such Person or to which such Person is subject.

“Applicable Servicing Criteria” has the meaning specified in Section 6.6(d) of the Indenture.

“Applicable Tax State” means the State in which the Owner Trustee maintains its Corporate Trust Office, the State in which the Owner Trustee maintains its principal executive offices and the State of Michigan.

“Assignment” means, (a) for any Receivables Purchase Agreement, an assignment (including an acceptance by the related Depositor) in substantially the form of Exhibit A to such Receivables Purchase Agreement and (b) for any Sale and Servicing Agreement, an assignment (including an acceptance by the Issuer) in substantially the form of Exhibit A to such Sale and Servicing Agreement.

“Authenticating Agent” has the meaning specified in Section 2.13 of the Indenture.

“Available Depositor Collections” means, for any Deposit Date or Collection Period, the sum of the Available Depositor Interest Collections and the Available Depositor Principal Collections for such Deposit Date or Collection Period.

“Available Depositor Interest Collections” means, for any Deposit Date or Collection Period, an amount equal to (a) the Depositor Interest Collections, minus (b) the Excess Depositor Interest Collections, each for such Deposit Date or Collection Period.

“Available Depositor Principal Collections” means, for any Deposit Date or Collection Period, an amount equal to (a) the Depositor Principal Collections, minus (b) the Excess Depositor Principal Collections, each for such Deposit Date or Collection Period.

“Available Subordinated Amount” has, for each Series, the meaning specified in the related Indenture Supplement.

“Average Reference Rate” means, for any Collection Period, a rate per annum equal to the weighted average (weighted by the principal amount of the related Receivables) of the Reference Rates in effect under the Floorplan Financing Agreements for the Accounts during such Collection Period.

“Back-up Servicer” means, for any date, the Person named as “Back-up Servicer” in the Back-up Servicing Agreement that is in effect on such date, if any.  As of the date of this Agreement, the “Back-up Servicer” means Wells Fargo Bank, National Association, a national banking association.  If no Back-up Servicing Agreement is in effect on any date, all references to the Back-up Servicer in the Transaction Documents will be deemed to be deleted and to have no further effect.

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“Back-up Servicer Reserve Account” has the meaning specified in Section 8.3(c)(i) of the Indenture.

“Back-up Servicing Agreement” means, for any date, the back-up servicing agreement among the Depositors, the Issuer, the Servicer and the Back-up Servicer that is in effect on such date, if any.  As of December 1, 2010, the “Back-up Servicing Agreement” means the Amended and Restated Back-up Servicing Agreement, dated as of October 1, 2009, as amended and restated as of December 1, 2010, among FCF Corp and FCF LLC, as Depositors, Ford Credit, as Servicer, the Issuer, and Wells Fargo Bank, National Association, as Back-up Servicer.  If no Back-up Servicing Agreement is in effect on any date, all references to the Back-up Servicing Agreement in the Transaction Documents will be deemed to be deleted and to have no further effect.

“Back-up Servicing Fee” has the meaning specified in Section 1.1 of the Back-up Servicing Agreement.

“Back-up Servicing Officer” means any officer of the Back-up Servicer involved in, or responsible for, the back-up servicing of the Receivables whose name appears on a list of servicing officers furnished to the Servicer by the Back-up Servicer, as such list may be amended from time to time.

“Bank Accounts” means each of the Trust Accounts and, for any Series, the related Series Accounts.

“Bankruptcy Code” means the United States Bankruptcy Code, 11 U.S.C. 101 et seq.

“Book-Entry Notes” means beneficial interests in the Notes, the ownership and transfers of which will be made through book entries by a Clearing Agency as described in Section 2.10 of the Indenture.

“Business Day” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in The City of New York, the State of Delaware or, with respect to the Back-up Servicing Agreement and the Back-up Servicer, the State of Minnesota, are authorized or obligated by law, executive order or governmental decree to be closed.

“Calculation Date” means, (a) for any Series other than a Variable Funding Note Series, the most recent Determination Date (or, if there is no most recent Determination Date, the related Closing Date), after giving effect to the allocations, payments, withdrawals and deposits to be made on the Payment Date following such Determination Date, and (b) for any Variable Funding Note Series, the latest to occur of the most recent Determination Date, Increase Date or Decrease Date (or if there is no most recent Determination Date, Increase Date or Decrease Date, the Closing Date) and, if such Calculation Date is a Determination Date, after giving effect to the allocations, payments, withdrawals and deposits to be made on the Payment Date following such Determination Date.

“Cash Management Agreement” means an agreement entered into between Ford Credit and a Dealer under which the Dealer may from time to time (a) prepay its obligations arising

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under the related Floorplan Financing Agreement and (b) request new advances from Ford Credit of amounts previously prepaid under such Cash Management Agreement.

“Class” means, for any Series, any one of the classes of Notes of such Series.

“Clearing Agency” means an organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act and serving as clearing agency for a Series or Class of Book-Entry Notes.

“Closing Date” has, for any Series, the meaning specified in the related Indenture Supplement.

“Code” means the Internal Revenue Code of 1986.

“Collateral” means the Master Collateral and the Series Collateral.

“Collection Account” has the meaning specified in Section 8.3(a) of the Indenture.

“Collection Period” means, for each Deposit Date, Determination Date and Payment Date, unless otherwise specified in an Indenture Supplement, the preceding calendar month; provided, that if the Servicer is required to make daily deposits of Collections into the Collection Account pursuant to Section 8.4(b) of the Indenture, the related Collection Period for any Deposit Date will be the calendar month in which such Deposit Date occurs.

“Collections” means Interest Collections and Principal Collections.

“Continuing Errors” has the meaning specified in Section 6.2(f) of the Sale and Servicing Agreements.

“Control Agreement” means the Account Control Agreement, dated as of December 1, 2010, among the Issuer, the Indenture Trustee and The Bank of New York Mellon, in its capacity as a securities intermediary, relating to the Trust Accounts.

“Corporate Trust Office” means:

(a)for the Indenture Trustee:

101 Barclay Street

Floor 4W

New York, New York 10286

Attention: Corporate Trust Administration

Telephone:  (212) 815-5331

Fax:  (212) 815-8091

or at such other address in the Borough of Manhattan in The City of New York as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Owner Trustee, the Administrator and the Depositors; and

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(b)for the Owner Trustee:

300 Delaware Street

Wilmington, Delaware 19801

Attention: Corporate Trust Services

Telephone:  (302) 576-3704

Fax:  (302) 576-3717

with a copy to:

U.S. Bank National Association

209 S. LaSalle Street

Chicago, Illinois 60604

Telephone:  (312) 325-8904

Fax:  (312) 325-8905

or at such other address in the State of Delaware as the Owner Trustee may designate from time to time by notice to the Indenture Trustee, the Administrator and the Depositors.

“Cutoff Date” means the close of business on July 11, 2001.

“Data Dictionary” has the meaning specified in Section 1.1 of the Back-up Servicing Agreement.

“DBRS” means DBRS, Inc.

“Dealer” means a Person engaged in the business of purchasing Vehicles from a manufacturer or distributor of such Vehicles and holding such Vehicles for sale or lease in the ordinary course of business.

“Decrease Date” means, for any Variable Funding Note Series, the date on which the Invested Amount of such Series is decreased at the direction of the Depositors in accordance with the related Indenture Supplement.

“Default” means any occurrence that with notice or the lapse of time or both would become an Event of Default.

“Defaulted Receivable” means each Sold Receivable that on any date:

(a)has been charged off as uncollectible in accordance with the Floorplan Financing Guidelines; or

(b)remains outstanding and owned by the Issuer more than six calendar months after the date on which the related Account was redesignated pursuant to Section 2.8(b) of the related Sale and Servicing Agreement because such Account became a Performance Impaired Ineligible Account.

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“Definitive Notes” means Notes in definitive, fully registered form.

“Deposit Date” means each day on which the Servicer deposits Collections into the Collection Account pursuant to Section 8.4(b) of the Indenture.

“Depositor Amount” means, for any date, an amount equal to the Adjusted Pool Balance on such date, minus the aggregate Adjusted Invested Amounts for all Series on such date.

“Depositor Interest” has the meaning specified in Section 3.1 of the Trust Agreement.

“Depositor Interest Account” has the meaning specified in Section 3.5 of the Trust Agreement.

“Depositor Interest Collections” means, for any Deposit Date or Collection Period, the product of (a) the Depositor Percentage for such Deposit Date or Collection Period, times (b) the Interest Collections for such Deposit Date or Collection Period.

“Depositor Percentage” means, for any Deposit Date or Collection Period:

(a)for allocating Interest Collections for such Deposit Date or Collection Period, the percentage (not less than zero) equal to 100%, minus the sum of the Floating Investor Percentages for such Deposit Date or Collection Period for all Series; and

(b)for allocating Principal Collections for such Deposit Date or Collection Period, the percentage (not less than zero) equal to 100%, minus the sum of (i) the Floating Investor Percentages for such Collection Period for all Series that are in their Revolving Periods and (ii) the Fixed Investor Percentages for such Collection Period for all Series that are not in their Revolving Periods.

“Depositor Principal Collections” means, for any Deposit Date or Collection Period, the product of (a) the Depositor Percentage for such Deposit Date or Collection Period, times (b) the Principal Collections for such Deposit Date or Collection Period.

“Depositors” means FCF Corp and FCF LLC.

“Designated Jurisdictions” means, (a) for FCF Corp: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Illinois, Kansas, Minnesota, Montana, Nebraska, Nevada, New Mexico, North Dakota, Oklahoma, Oregon, South Dakota, Texas, Utah, Washington, Wisconsin and Wyoming and (b) for FCF LLC: Alabama, Arkansas, Connecticut, Delaware, Florida, Georgia, Indiana, Iowa, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Mississippi, Missouri, New Hampshire, New Jersey, New York, North Carolina, Ohio, Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Virginia, West Virginia and the District of Columbia.

“Determination Date” means, for any Payment Date, the day that is two Business Days before such Payment Date.

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“Developmental Dealer Receivables” means all amounts shown on the Servicer’s records as amounts payable by any Dealer in which Ford or any Affiliate of Ford has an equity investment exceeding 5% as determined by the Servicer.

“Dollars,” “$” or “U.S.$” means United States dollars.

“DTC” means The Depository Trust Company.

“DTC Letter” means, for any Series, the letter of representations for such Series, to be dated on or about the Closing Date for such Series, between the Issuer and DTC.

“Early Amortization Period” has, for any Series, the meaning specified in the related Indenture Supplement.

“Eligible Account” means, for any date, each individual floorplan financing account established with a Dealer pursuant to a Sales and Service Agreement or a Floorplan Financing Agreement that:

(a)is in existence and maintained and serviced by or on behalf of the Seller;

(b)relates to a Dealer showroom located in one of the Designated Jurisdictions for the related Depositor;

(c)is in favor of a Dealer that is not classified by the Servicer as “status” (or comparable classification) under the Floorplan Financing Guidelines by reason of (i) such Dealer’s failure to make any principal or interest payment when due under the related Sales and Service Agreement or Floorplan Financing Agreement or (ii) the occurrence of an Insolvency Event with respect to such Dealer; and

(d)is an Account in respect of which no material amounts have been charged off as uncollectible within the previous 24 months.

“Eligible Receivable” means each Receivable that:

(a)was originated or acquired by the Seller in the ordinary course of business and, (i) in the case of a Receivable described in clauses (a) or (b) of the definition of “Receivable,” was originated or acquired on or after June 1, 2001 or (ii) in the case of a Receivable relating to an Account designated on any Addition Date, was originated or acquired on or after the Eligible Receivable Origination Cutoff Date specified in the related Addition Notice;

(b)except for any Adjustment Fees payable by Ford and Permitted Liens, is secured by a perfected first priority security interest in the related Vehicle;

(c)relates to a Vehicle owned by the related Dealer;

(d)is the subject of a valid sale and assignment from the related Depositor to the Issuer of all of such Depositor’s rights and interest in such Receivable, including

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(i) all Related Security, (ii) all related rights under, as applicable, the Sales and Service Agreement, the Sale and Assignment Agreement and the Floorplan Financing Agreement and (iii) all related proceeds;

(e)is created in compliance with all requirements of Applicable Law and pursuant to, as applicable, the Sales and Service Agreement, the Sale and Assignment Agreement or the Floorplan Financing Agreement;

(f)as to which Ford, Ford Credit and the related Depositor, as applicable, have obtained all material consents and governmental authorizations required to be obtained by them in connection with (i) the creation of the Receivable, the sale of the Receivable to the Issuer and the pledge of the Receivable to the Indenture Trustee and (ii) if applicable, Ford’s performance under the related Sales and Service Agreement, Ford’s performance under the related Sale and Assignment Agreement and/or Ford Credit’s performance under the related Floorplan Financing Agreement;

(g)as to which the Issuer will at all times have good and marketable title, free and clear of all Liens, other than Permitted Liens;

(h)except for any Adjustment Fees payable by Ford, will at all times be the legal and assignable payment obligation of the related Dealer, enforceable against such Dealer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or other similar laws;

(i)as to any Adjustment Fees payable by Ford, will at all times be the legal and assignable payment obligation of Ford, enforceable against Ford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or other similar laws;

(j)is not subject to any right of rescission, setoff or any other defense of the related Dealer or Ford, as applicable, including defenses arising out of violations of usury laws;

(k)as to which Ford, Ford Credit and the related Depositor, as applicable, have satisfied in all material respects all of their obligations required to be satisfied by them;

(l)as to which none of Ford, Ford Credit or the related Depositor, as applicable, has taken or failed to take any action that would materially impair the rights of the Issuer or the Indenture Trustee in the Receivable; and

(m)constitutes either a “general intangible,” an “account,” a “payment intangible” or “tangible chattel paper,” each as defined in Article 9 of the UCC.

“Eligible Receivable Origination Cutoff Date” means, for any Additional Accounts, the day specified in the Addition Notice delivered with respect to such Additional Accounts; provided, that such day will not be more than 60 days prior to the related Addition Date.

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“Eligible Servicer” means any of the Indenture Trustee, the Back-up Servicer or such other Person that, at the time of such other Person’s appointment as Servicer, (a) is legally qualified to service the Receivables and the related Accounts and (b) in the sole determination of the Indenture Trustee, which determination will be conclusive and binding, has demonstrated the ability to professionally and competently service receivables originated in similar accounts in accordance with high standards of skill and care.

“ERISA” means the Employee Retirement Income Security Act of 1974.

“Errors” has the meaning specified in Section 6.2(f) of the Sale and Servicing Agreements.

“Event of Default” has the meaning specified in Section 5.1(b) of the Indenture.

“Excess Depositor Interest Collections” means, for any Deposit Date or Collection Period, an amount equal to the product of (a) the Excess Depositor Percentage for such Deposit Date or Collection Period, times (b) the Interest Collections for such Deposit Date or Collection Period.

“Excess Depositor Percentage” means:

(a)for allocating Interest Collections for any Deposit Date or Collection Period, the percentage (not less than zero) equal to 100%, minus the sum of (i) the sum of the Floating Investor Percentages for all Series for such Deposit Date or Collection Period plus (ii) the percentage equivalent of a fraction, the numerator of which is the Trust Available Subordinated Amount as of the Determination Date occurring in the preceding Collection Period, and the denominator of which is the Adjusted Pool Balance on the last day of the preceding month; and

(b)for allocating Principal Collections for any Deposit Date or Collection Period, the percentage (not less than zero) equal to 100%, minus the sum of (i) the sum of the Floating Investor Percentages for all Series that are in their “Revolving Periods” for such Deposit Date or Collection Period and the Fixed Investor Percentages for all Series that are not in their Revolving Periods for such Deposit Date or Collection Period plus (ii) the percentage equivalent of a fraction, the numerator of which is the Trust Available Subordinated Amount as of the Determination Date occurring in the preceding Collection Period, and the denominator of which is the Adjusted Pool Balance on the last day of the preceding month.

“Excess Depositor Principal Collections” means, for any Deposit Date or Collection Period, an amount equal to the product of (a) the Excess Depositor Percentage for such Deposit Date or Collection Period, times (b) the Principal Collections for such Deposit Date or Collection Period.

“Excess Funding Account” has the meaning specified in Section 8.3(b) of the Indenture.

“Excess Funding Amount” means, for any date, the amount in the Excess Funding Account (excluding any net investment earnings) on such date.

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“Excess Interest Collections” has, for any Series, the meaning specified in the related Indenture Supplement.

“Excess Interest Sharing Group” means all Excess Interest Sharing Series that have the same Excess Interest Sharing Group designation.

“Excess Interest Sharing Series” means a Series that is entitled to receive from, or will provide to, other Series in the same Excess Interest Sharing Group, certain excess Interest Collections as set forth in the related Indenture Supplement.

“Exchangeable Receivable” has the meaning specified in Section 2.10 of the Sale and Servicing Agreements.

“Exchange Act” means the Securities Exchange Act of 1934.

“Exchange Date” has the meaning specified in Section 2.10 of the Sale and Servicing Agreements.

“FCF Corp” means Ford Credit Floorplan Corporation, a Delaware corporation.

“FCF LLC” means Ford Credit Floorplan LLC, a Delaware limited liability company.

“Final Maturity Date” has, for any Series, the meaning specified in the related Indenture Supplement.

“Financial Institution” means The Bank of New York Mellon in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC.

“Fitch” means Fitch, Inc.

“Fixed Investor Percentage” has, for any Series, the meaning specified in the related Indenture Supplement.

“Fleet Receivables” means all amounts shown on the Servicer’s records as amounts payable by any Dealer under a credit line that is designated by the Servicer specifically for fleet purchases of Vehicles by such Dealer.

“Floating Investor Percentage” has, for any Series, the meaning specified in the related Indenture Supplement.

“Floorplan Financing Agreement” means, collectively, the group of related agreements, as in effect from time to time, among the Seller, the related Dealer and, in the case of New Vehicles, a Manufacturer, pursuant to which (a) the Seller agrees to extend credit to such Dealer to finance New Vehicles manufactured or distributed by such Manufacturer and/or Program Vehicles and Used Vehicles, (b) the Seller has a security interest in the Vehicles financed by the Seller, certain other Vehicles, certain other collateral and the proceeds of the foregoing, (c) such Dealer agrees to repay advances made by the Seller at the time the related Vehicle is sold or

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leased and (d) the obligations of such Dealer to repay such advances is evidenced by one or more promissory notes of such Dealer.

“Floorplan Financing Guidelines” means (a) for so long as Ford Credit or an Affiliate of Ford Credit is the Servicer, the policies and procedures of Ford Credit, as such policies and procedures may be amended from time to time, relating to (i) the operation of its floorplan financing business, including the policies and procedures for determining the interest rate charged to Dealers, the other terms and conditions relating to Ford Credit’s floorplan financing accounts, the creditworthiness of Dealers and the extension of credit to Dealers, (ii) the maintenance of accounts and collection of receivables and (iii) Cash Management Agreements, and (b) for any Successor Servicer, the policies and procedures of such Successor Servicer for servicing dealer floorplan receivables comparable to the Receivables that the Successor Servicer services for its own account or others.

“Ford” means Ford Motor Company, a Delaware corporation.

“Ford Credit” means Ford Motor Credit Company LLC, a Delaware limited liability company.

“Global Note” has the meaning specified in Section 2.11 of the Indenture.

“Governmental Authority” means the United States of America or any State or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government of the United States of America or any State or other political subdivision thereof having jurisdiction over the applicable Person.

“Grant” means to mortgage, pledge, assign and to grant a lien upon and a security interest in the relevant property.

“Hedge Counterparty” has, for any Series, the meaning, if any, specified in the related Indenture Supplement.

“Increase Date” means (a) any Series Issuance Date and (b) for any Variable Funding Note Series, any date on which the Invested Amount of such Series is increased at the direction of the Depositors in accordance with the related Indenture Supplement.

“Incremental Subordinated Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Indemnified Person” has the meaning specified in Section 4.2 of the Receivables Purchase Agreements, Section 4.3(a) of the Sale and Servicing Agreements, Section 6.7(c) of the Indenture, Section 7.2(b) of the Trust Agreement and Sections 4.1(a) and (b) of the Administration Agreement, as applicable.

“Indenture” means the Second Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of December 1, 2010, between the Issuer and the Indenture Trustee.

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“Indenture Supplement” means, for any Series, a supplement to the Indenture, executed and delivered in connection with the original issuance of the Notes of such Series pursuant to Section 9.1 of the Indenture, and an amendment to the Indenture executed pursuant to Sections 9.1 or 9.2 of the Indenture.

“Indenture Trustee” means The Bank of New York Mellon, a New York banking corporation, in its capacity as indenture trustee under the Indenture, and any successor indenture trustee under the Indenture.

“Independent” means that the relevant Person (a) is independent of the Issuer, the Depositors and any of their Affiliates, (b) does not have any direct financial interest or any material indirect financial interest in the Issuer, the Depositors or any of their Affiliates and (c) is not an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions of or for the Issuer, the Depositors or any of their Affiliates.

“Independent Certificate” means a certificate or opinion to be delivered to the Indenture Trustee under Section 11.1 of the Indenture, signed by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Indenture Trustee in the exercise of reasonable care, and stating that the Person executing such certificate or opinion has read the definition of “Independent” and that such Person executing such certificate or opinion is Independent.

“Ineligible Account” means, for any date, each Account that is not an Eligible Account on such date.

“Ineligible Receivable” means, for any date, each Receivable that is not an Eligible Receivable on such date.

“Initial Account” means each floorplan financing account established with a Dealer pursuant to a Sales and Service Agreement or a Floorplan Financing Agreement that is identified in the Initial Account Schedule (it being understood, that any Dealer may have more than one floorplan financing account, depending on how many dealership locations or credit lines the Dealer has, and that all or only a portion of a Dealer’s floorplan financing accounts may be designated).

“Initial Account Schedule” means a computer file or list specifying by Dealer account number the Initial Accounts and the aggregate principal amount of the Receivables originated in such Initial Accounts as of the Cutoff Date.

“Initial Invested Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Insolvency Event” means, for a specified Person (a) the making of a general assignment for the benefit of creditors, (b) the filing of a voluntary petition in bankruptcy, (c) being adjudged bankrupt or insolvent, or having had an order entered against such Person for relief in any bankruptcy or insolvency proceeding, (d) the filing by such Person of a petition or answer seeking reorganization, liquidation, dissolution or similar relief under any statute, law or regulation, (e) seeking, consenting to or acquiescing in the appointment of a trustee, liquidator, receiver or similar official of such Person or of all or any substantial part of such Person’s assets,

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(f) the failure to obtain dismissal or a stay within 60 days of the commencement of or the filing by such Person of an answer or other pleading admitting or failing to contest the material allegations of a petition filed against such Person in any proceeding against such Person seeking (i) reorganization, liquidation, dissolution or similar relief under any statute, law or regulation, or (ii) the appointment of a trustee, liquidator, receiver or similar official of such Person or of all or any substantial part of such Person’s assets, or (g) the failure by such Person generally to pay its debts as such debts become due.

“Insurance Proceeds” means, for an Account, any amounts received by the Servicer pursuant to any policy of insurance that are required to be paid to the Seller pursuant to the related Floorplan Financing Agreement.

“Interest Collections” means, without duplication, (a) all payments received by the Servicer on account of amounts billed and payable with respect to the Sold Receivables that constitute (i) interest, and (ii) other non-principal and non-interest charges, including flat charges established by the Seller from time to time to cover miscellaneous costs, (b) net investment earnings on the Trust Accounts and (c) all Recoveries.

“Interest Collections Shortfall” has, for any Series, the meaning specified in the related Indenture Supplement.

“Interest Rate Hedge” has, for any Series, the meaning, if any, specified in the related Indenture Supplement.

“In-Transit Period” means, for any Vehicle, the period from the day the Vehicle is released from the factory by Ford for delivery to a Dealer through the day of delivery of the Vehicle to such Dealer.

“Invested Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Investment Company Act” means the Investment Company Act of 1940.

“Investor Percentage” has, for any Series, the meaning specified in the related Indenture Supplement.

“Invoice Amount” means the total amount payable by a Dealer to the Seller for a Vehicle as set forth on the Vehicle invoice issued by Ford.

“Issuer” means Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust.

“Issuer Order” and “Issuer Request” mean an order or request signed in the name of the Issuer by any one of its Responsible Persons and delivered to the Indenture Trustee.

“Lien” means a security interest, lien, charge, pledge or encumbrance.

“Manufacturer” means, for any Receivable, the manufacturer or distributor of the Vehicle relating to such Receivable.

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“Master Collateral” means (a) the Trust Property, (b) the Issuer’s rights under the Sale and Servicing Agreements, (c) all present and future claims, demands, causes in action and choses in action in respect of the foregoing, and (d) all payments on and proceeds of the foregoing.

“Medium and Heavy Truck Receivables” means all amounts shown on the Servicer’s records as amounts payable by any Dealer under a credit line that is designated by the Servicer specifically for purchases of new and used medium- and heavy-duty trucks or vans by such Dealer.

“Monthly Back-up Servicing Fee” has, for any Series, the meaning specified in the related Indenture Supplement.

“Monthly Data File” has the meaning specified in Section 1.1 of the Back-up Servicing Agreement.

“Monthly Investor Report” means, for any Series, a report prepared by the Servicer no later than each Determination Date for the preceding Collection Period in substantially the form set forth in the related Indenture Supplement.

“Monthly Remittance Required Rating” means a rating of at least (a) “R-1(middle)” from DBRS, (b) “F1” from Fitch, (c) “P-1” from Moody’s, and (d) “A-1” from Standard & Poor’s; provided, that the rating from any Rating Agency will only be required if such Rating Agency is then rating a Series or Class of Notes.

“Monthly Servicing Fee” has, for any Series, the meaning specified in the related Indenture Supplement.

“Moody’s” means Moody’s Investors Service, Inc.

“Net Adjusted Pool Balance” means, for any date, the sum of (a) the Adjusted Pool Balance on such date, plus (b) during an Accumulation Period or Amortization Period for any Series, Principal Collections in the Collection Account (excluding any net investment earnings) allocable to such Series, plus (c) the amount in the Principal Funding Accounts (excluding any net investment earnings) for all Series.

“New Vehicle” means any Vehicle that is a currently untitled Vehicle or is designated by the Servicer specifically for Dealer demonstration use.

“Non-Conforming Receivable Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Note Balance” means, for a Note, Class, Series or all of the Notes, (a) the initial principal balance of such Note or the initial aggregate principal balance of such Class, Series or Notes, respectively, plus (b) for any Variable Funding Note Series, all increases in the principal balance of any Note, Class or all of the Notes of such Variable Funding Note Series on any Increase Date, minus (c) all amounts distributed on such Note or such Class, Series or Notes, respectively, that is allocable to principal.

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“Note Interest Rate” means, for any date and for any Series or Class, the interest rate on such date specified in the related Indenture Supplement.

“Note Owner” means, for a Book-Entry Note, the Person who is the beneficial owner of a Book-Entry Note, as reflected on the books of the Clearing Agency or on the books of a Person maintaining an account with such Clearing Agency (as a direct participant or as an indirect participant, in each case, in accordance with the rules of such Clearing Agency).

“Note Paying Agent” means the Indenture Trustee and any other paying agent appointed pursuant to Section 2.14 of the Indenture.

“Note Register” and “Note Registrar” have the meanings specified in Section 2.5(a) of the Indenture.

“Noteholder” means the Person in whose name a Note is registered on the Note Register.

“Notes” means the asset backed notes issued by the Issuer pursuant to the Indenture and the Indenture Supplements.

“Officer’s Certificate” means, (a) for the Issuer, the Seller, the Depositors or the Servicer, unless otherwise specified in the Indenture, a certificate delivered to the Indenture Trustee signed by any Responsible Person of such Person, under the circumstances described in, and otherwise complying with, the requirements of Section 11.1 of the Indenture, or (b) for any other Person, unless otherwise specified in any Transaction Document, a certificate signed by the Chairman of the Board, Vice Chairman of the Board, President or any Vice President, Treasurer, Assistant Treasurer, Secretary, Assistant Secretary, Manager or Responsible Person of such Person.

“Opinion of Counsel” means a written opinion of counsel, who may be counsel for, or an employee of, the Person providing the opinion and who is reasonably acceptable to the Indenture Trustee.

“Organizational Documents” means, for any Person, such Person’s certificate or articles of incorporation and bylaws, certificate of formation and limited liability company agreement, certificate of trust and trust agreement or other similar documents.

“Other Assets” means any assets or interest in any assets (other than the Trust Property) conveyed or purported to be conveyed by either Depositor to any Person other than the Issuer, whether by way of a sale, capital contribution, the Grant or a Lien or otherwise.

“Outstanding” means, for any date, all Notes authenticated and delivered under the Indenture and any Indenture Supplement on or before such date, except:

(a)Notes cancelled by the Note Registrar on or before such date or delivered to the Note Registrar for cancellation;

(b)Notes or portions of Notes to the extent an amount necessary to pay all or a portion of such Notes has been deposited with the Indenture Trustee or any Note Paying Agent in trust for the Noteholders of such Notes on or before such date;

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provided, however, that (i) if such Notes are to be redeemed, notice of such redemption has been duly given pursuant to the Indenture or the related Indenture Supplement or provision for such notice has been made in a manner satisfactory to the Indenture Trustee and (ii) during an Accumulation Period for any Notes, such Notes will remain Outstanding, notwithstanding any amounts in respect of such Notes in the Bank Accounts, until the Payment Date on which such amounts are first payable to the related Noteholders; and

(c)Notes in exchange for or in lieu of other Notes which have been authenticated and delivered pursuant to the Indenture and any Indenture Supplement unless proof satisfactory to the Indenture Trustee is presented that any such Notes are held by a bona fide purchaser.

Notwithstanding the foregoing, in determining whether (i) the Noteholders of the required Note Balance have given any request, demand, authorization, direction, notice, consent or waiver under any Transaction Document, Notes owned by the Issuer, the Seller, the Depositors, the Servicer or their Affiliates will be deemed not to be Outstanding, and (ii) the Indenture Trustee is protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Notes that a Responsible Person of the Indenture Trustee knows to be so owned will be deemed not to be Outstanding; provided, however, that such Notes will be deemed to be Outstanding for purposes of determining such required Note Balance if (A) no other Notes remain Outstanding, or (B) such Notes have been pledged in good faith and the pledgee establishes to the satisfaction of the Indenture Trustee, the pledgee’s right to act with respect to such Notes and that the pledgee is not the Issuer, the Seller, the Depositors, the Servicer or their Affiliates.

“Owner Trustee” means U.S. Bank Trust National Association, a national banking association, in its capacity as owner trustee under the Trust Agreement, and any successor owner trustee under the Trust Agreement.

“Payment Date” means, for any Series, unless otherwise specified in the related Indenture Supplement, the 15th day of each calendar month, or if such day is not a Business Day, the next Business Day.

“Performance Impaired Ineligible Account” means an Account that does not satisfy the condition specified in clause (d) of the definition of “Eligible Account.”

“Permitted Investments” means book-entry securities, negotiable instruments or securities represented by instruments in bearer or registered form that evidence:

(a)direct non-callable obligations of, and obligations fully guaranteed as to timely payment by, the United States;

(b)demand deposits, time deposits, certificates of deposit or bankers’ acceptances of any depository institution or trust company (i) incorporated under the laws of the United States or any State or any United States branch or agency of a foreign bank, (ii) subject to supervision and examination by federal or State banking or depository institution authorities, and (iii) that at the time the investment or

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contractual commitment to invest is made, the commercial paper or other short-term unsecured debt obligations (other than obligations with a rating based on the credit of a Person other than such depository institution or trust company) of such depository institution or trust company have the Required Rating;

(c)commercial paper, including asset-backed commercial paper, having, at the time the investment or contractual commitment to invest is made, the Required Rating;

(d)investments in money market funds having, at the time the investment or contractual commitment to invest is made, a rating in the highest investment grade category from each of the Rating Agencies (including funds for which the Indenture Trustee or the Owner Trustee or any of their Affiliates is investment manager or advisor);

(e)repurchase obligations with respect to any security that is a direct non-callable obligation of, or fully guaranteed by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States, in either case entered into with a depository institution or trust company (acting as principal) described in clause (b) above; and

(f)any other investment that satisfies the Rating Agency Condition.

“Permitted Lien” means (a) a tax, mechanics’ or other Lien that attaches by operation of law, (b) any security interest of a Depositor in the Purchased Assets under the related Receivables Purchase Agreement, the Issuer in the Sold Assets under the related Sale and Servicing Agreement or the Indenture Trustee in the Collateral under the Indenture or (c) Liens granted to Ford Credit pursuant to any agreement or arrangement other than a Floorplan Financing Agreement in accordance with Article VI of each Receivables Purchase Agreement.

“Person” means any legal person, including any corporation, natural person, joint venture, limited liability company, partnership, trust, business trust, association, government, any department or agency of any government or any other entity of whatever nature.

“Pool Balance” means, for any date, the aggregate principal amount of the Receivables owned by the Issuer on such date.

“Predecessor Servicer Work Product” has the meaning specified in Section 6.2(f) of the Sale and Servicing Agreements.

“Principal Collections” means, without duplication, (a) all payments received by the Servicer on account of amounts payable with respect to the Sold Receivables that constitute principal and (b) all amounts representing prepayments by related Dealers pursuant to any Cash Management Agreements, excluding, in each case, Recoveries.  Any exchanges of Principal Receivables as provided in Section 2.10 of the Sale and Servicing Agreements will not be included as Principal Collections.

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“Principal Funding Account” has, for any Series, the meaning specified in the related Indenture Supplement.

“Principal Sharing Group” means all Principal Sharing Series that have the same Principal Sharing Group designation.

“Principal Sharing Series” means a Series that shares Shared Principal Collections allocable to the Series in the same Principal Sharing Group, as set forth in the related Indenture Supplement.

“Principal Shortfall” has, for any Series, the meaning specified in the related Indenture Supplement.

“Principal Terms” means, for any Series:

(a)the name or designation;

(b)the initial principal amount (or method for calculating such amount) and the Invested Amount;

(c)the Note Interest Rate for each Class or subclass of Notes of such Series (or method for the determination of such Note Interest Rate);

(d)the Payment Date or Dates and the date or dates from which interest will accrue;

(e)the method for allocating Collections to Noteholders;

(f)the designation of any Series Accounts and the terms governing the operation of any such Series Accounts;

(g)the Servicing Fee and Back-up Servicing Fee, if any;

(h)the terms on which the Notes of such Series may be exchanged for Notes of another Series, repurchased by the Depositors or remarketed to other investors;

(i)the Final Maturity Date;

(j)the number of Classes of Notes of such Series and, if more than one Class, the rights and priorities of each such Class;

(k)the extent to which the Notes of such Series will be issuable in temporary or permanent global form (and, in such case, the depository for such global note or notes, the terms and conditions, if any, upon which such global note may be exchanged, in whole or in part, for Definitive Notes, and the manner in which any interest payable on a temporary or global note will be paid);

(l)whether such Series will be an Excess Interest Sharing Series, and, if so, its Excess Interest Sharing Group designation;

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(m)whether such Series will be a Principal Sharing Series and, if so, its Principal Sharing Group designation;

(n)the Rating Agencies, if any, for such Series; and

(o)any other terms of such Series.

“Proceeding” means any suit in equity, action at law or other judicial or administrative proceeding.

“Program Vehicle” means any Vehicle that is (a) a previously titled Vehicle purchased by a Dealer at a closed auction conducted by Ford, or (b) a previously titled Vehicle, including a Vehicle previously subject to Ford Credit’s retail lease programs and purchased by a Dealer at market prices established by Ford Credit or at an auction conducted by Ford.

“Purchase Price” means, for any Receivable and any date on which such Receivable is to be purchased pursuant to Section 3.3(c) of the related Sale and Servicing Agreement, an amount equal to the sum of (a) the amounts payable by the related Dealer on such Receivable as of the date of purchase and (b) without duplication, if applicable, (i) any Adjustment Payment with respect to such Receivable and (ii) all accrued and unpaid interest on such Receivable.

“Purchased Assets” means (a) the Receivables and Related Security, (b) any other property and assets sold and assigned to a Depositor pursuant to Section 2.1(a) of the related Receivables Purchase Agreement, (c) all present and future claims, demands, causes of action and choses in action in respect of any of the foregoing, and (d) all payments on or under and all proceeds in respect of any of the foregoing.

“Qualified Account” means a segregated trust account with a Qualified Institution.

“Qualified Institution” means (a) any bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that (i) is subject to supervision and examination by federal or State banking authorities, (ii) has a short-term deposit rating of “P-1” from Moody’s, “A-1+” from Standard & Poor’s, “F1” from Fitch (if rated by Fitch) and “R-1 (middle)” from DBRS (if rated by DBRS), (iii) if such institution holds any Bank Accounts other than as segregated trust accounts and the deposits are to be held in such accounts more than 30 days, has a long-term unsecured debt rating or issuer rating of “AA” from Standard & Poor’s, “A” or better from Fitch (if rated by Fitch) and “AA (low)” or better from DBRS (if rated by DBRS), and (iv) if such institution is organized under the laws of the United States, whose deposits are insured by the Federal Deposit Insurance Corporation, or (b) the corporate trust department of (i) The Bank of New York Mellon, (ii) U.S. Bank Trust National Association, or (iii) any other bank or depository institution organized under the laws of the United States or any State or any United States branch or agency of a foreign bank or depository institution that is subject to supervision and examination by federal or State banking authorities that (x) is authorized under such laws to act as a trustee or in any other fiduciary capacity, and (y) has a long-term deposit rating of “Baa3” or better from Moody’s, “A” or better from Fitch (if rated by Fitch) and “BBB (high)” or better from DBRS (if rated by DBRS); provided, however, that, notwithstanding the foregoing, (A) if any Rating Agency is no longer rating any Notes, the rating requirements for such Rating

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Agency will no longer be applicable and (B) for any Series Accounts, the rating requirements for any Rating Agency that is not rating any Notes of the related Series will not be applicable.

“Rating Agency” means, for any Series or Class and any date, each nationally recognized statistical rating agency engaged by the Depositors to provide a rating on the Notes of such Series or Class and is then rating such Notes, unless otherwise specified in the related Indenture Supplement.

“Rating Agency Condition” has, for any Series, the meaning specified in the related Indenture Supplement.  Unless the context otherwise requires, satisfaction of the Rating Agency Condition for any action or request arising under (a) any of the Transaction Documents (other than the Indenture Supplements), requires satisfaction of the Rating Agency Condition for each Series and (b) any of the Indenture Supplements, requires satisfaction of the Rating Agency Condition only for the related Series.

“Reassignment” means a reassignment of Receivables pursuant to (a) a Reassignment of Receivables in Redesignated Accounts, between the Seller and the related Depositor, substantially in the form of Exhibit D to the related Receivables Purchase Agreement and/or (b) a Reassignment of Receivables in Redesignated Accounts, among the related Depositor, the Issuer and the Servicer, substantially in the form of Exhibit D to the related Sale and Servicing Agreement.

“Reassignment Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Receivable” means, in connection with an Account, all amounts:

(a)payable by the related Dealer in respect of such Dealer’s purchase of a New Vehicle manufactured or distributed by Ford or its Affiliates pursuant to the related Sales and Service Agreement;

(b)representing Adjustment Fees payable by Ford to Ford Credit in respect of the amounts payable, as described in clause (a) above, that have been purchased by Ford Credit from Ford pursuant to the Sale and Assignment Agreement; and

(c)payable by the related Dealer in respect of an advance made by the Seller (including any re-advances requested by such Dealer from the Seller pursuant to its Cash Management Agreement) to finance a Vehicle under the related Floorplan Financing Agreement;

in each case, together with the group of agreements and other writings, as in effect from time to time, evidencing such amounts and the security interest created in connection therewith.  A Receivable that becomes a Defaulted Receivable will cease to be included as a Receivable on the day on which it becomes a Defaulted Receivable.

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“Receivables Purchase Agreement” means each of:

(a)with respect to FCF Corp as a Depositor, the Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, between FCF Corp, as buyer, and the Seller; and

(b)with respect to FCF LLC as a Depositor, the Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, between FCF LLC, as buyer, and the Seller.

“Record Date” means, unless otherwise specified for a Series in the related Indenture Supplement, (a) the Business Day preceding each Payment Date in the case of Book-Entry Notes and (b) the last day of the calendar month preceding each Payment Date in the case of Definitive Notes.

“Recoveries” means all amounts received, including Insurance Proceeds, by the Servicer for application against Defaulted Receivables.

“Redemption Date” means, for any Series, the date or dates specified in the related Indenture Supplement.

“Redesignated Account” means a former Account that has been redesignated by the Seller pursuant to Section 2.7 of the related Receivables Purchase Agreement and has been redesignated by the related Depositor pursuant to Section 2.7 or 2.8 of the related Sale and Servicing Agreement and, in each case, is identified in the applicable Redesignated Account Schedule.

“Redesignated Account Schedule” means, for any Redesignation Date, a computer file or list specifying the related Redesignated Accounts by Dealer account numbers and the principal amount of the Receivables originated in such Redesignated Accounts as of such Redesignation Date.

“Redesignation Date” means the date on which Accounts are redesignated (a) to the Seller as specified in the related Redesignation Notice provided by the Seller (or the Servicer on its behalf) pursuant to Section 2.7 of the related Receivables Purchase Agreement and (b) to the related Depositor as specified in the related Redesignation Notice provided by the Depositor (or the Servicer on its behalf) pursuant to Section 2.7(b)(i), 2.8(b)(i) or 2.8(c)(i) of the related Sale and Servicing Agreement, as the case may be; provided, however, that, in the case of the redesignation of Ineligible Accounts pursuant to Section 2.8(b) or (c) of the related Sale and Servicing Agreement, as the case may be, the applicable Redesignation Date will be the first day of the Collection Period following the Determination Date on which the Servicer’s records indicate that such Account has become an Ineligible Account, or such earlier date as the related Depositor may elect.

“Redesignation Notice” means, for any Redesignated Accounts, (a) a notice furnished by the Seller (or the Servicer on its behalf) in connection with the redesignation of Accounts as Redesignated Accounts pursuant to Section 2.7(b)(i) of the related Receivables Purchase Agreement and (b) a notice furnished by the related Depositor (or the Servicer on its behalf) in

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connection with the redesignation of Accounts as Redesignated Accounts pursuant to Section 2.7(b)(i), 2.8(b)(i) or 2.8(c)(i) of the related Sale and Servicing Agreement, as the case may be.

“Reference Rate” means, (a) for any Receivable described in clause (a) of the definition of “Receivable,” the per annum rate at which Adjustment Fees are calculated and (b) for any Receivable described in clause (c) of the definition of “Receivable,” the per annum rate of interest designated from time to time by Ford Credit pursuant to the related Floorplan Financing Agreement.

“Regulation AB” means Subpart 229.1100 — Asset Backed Securities (Regulation AB), 17 C.F.R. Sections 229.1100-229.1123, as clarified and interpreted by the Securities and Exchange Commission or its staff.

“Related Security” means, for a Receivable, but subject to Section 4.5 of the related Receivables Purchase Agreement, (a) the security interest granted by or on behalf of the related Dealer with respect to such Receivable, including (i) a first priority perfected security interest in the related Vehicle, (ii) a perfected security interest in certain parts inventory, equipment, fixtures, service accounts or realty of such Dealer and (iii) all guarantees of such Receivable and (b) in the case of a Receivable described in clauses (a) or (b) of the definition of “Receivable,” all of the Seller’s rights, remedies, powers and privileges under the Sale and Assignment Agreement.

“Required Depositor Amount” means, for any date, the sum of (a) the sum of the respective products for each Series of (i) the Required Pool Percentage for such Series minus 100%, times (ii) the Initial Invested Amount of such Series plus (b) the sum of the respective Required Subordinated Amounts for each Series on the preceding Calculation Date for such Series.

“Required Pool Balance” means, for any date, the sum of (a) the sum of the respective products for each Series of the Required Pool Percentage for such Series, times the Initial Invested Amount of such Series plus (b) the sum of the respective Required Subordinated Amounts for each Series on the preceding Calculation Date for such Series.

“Required Pool Percentage” has, for any Series, the meaning specified in the related Indenture Supplement.

“Required Rating” means, for short-term unsecured debt obligations, a rating of (a) if rated by DBRS, “R-1 (high)” from DBRS, (b) if rated by Fitch, “F1+” from Fitch, (c) “P-1” from Moody’s and (d) “A-1+” from Standard & Poor’s (or, in the case of money market funds, “AAAm” or “AAAm-G”); provided, that the rating from any Rating Agency will only be required if such Rating Agency is then rating a Series or Class of Notes.

“Required Subordinated Amount” has, for any Series, the meaning specified in the related Indenture Supplement.

“Responsible Person” means:

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(a)for the Seller, the Depositors, the Administrator, the Servicer and the Back-up Servicer, any Person designated in an Officer’s Certificate of such Person or other notice signed by an officer of such Person as authorized to act for such Person, which Officer’s Certificate or other notice has been sent to all other transaction parties including the Owner Trustee and the Indenture Trustee;

(b)with respect to the Issuer, any officer within the Corporate Trust Office of the Owner Trustee, including any vice president, assistant vice president, secretary, assistant secretary, senior associate or any other officer of the Owner Trustee customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject, and for so long as the Administration Agreement is in effect, any Responsible Person of the Administrator, and

(c)with respect to the Indenture Trustee or the Owner Trustee, any officer within the Corporate Trust Office of the Indenture Trustee or the Owner Trustee, as the case may be, including any vice president, assistant vice president, secretary, assistant secretary or any other officer of the Indenture Trustee or the Owner Trustee, as the case may be, customarily performing functions similar to those performed by any of the above designated officers and also, with respect to a particular matter, any other officer to whom such matter is referred because of such officer’s knowledge of and familiarity with the particular subject.

“Revolving Period” has, for any Series or Class, the meaning specified in the related Indenture Supplement.

“Sale and Assignment Agreement” means the Amended and Restated Sale and Assignment Agreement, dated as of June 1, 2001, between Ford and Ford Credit pursuant to which (a) Ford sells and assigns to Ford Credit the right to receive amounts payable by a Dealer to Ford from time to time in respect of such Dealer’s purchase of New Vehicles manufactured or distributed by Ford pursuant to the related Sales and Service Agreement, (b) Ford agrees to pay Ford Credit the related Adjustment Fees in respect of such sale and assignment and (c) Ford assigns to Ford Credit the first priority perfected security interest granted to Ford by such Dealer in such New Vehicles.

“Sale and Servicing Agreement” means each of:

(a)with respect to FCF Corp as a Depositor, the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among FCF Corp, as Depositor, the Servicer and the Issuer; and

(b)with respect to FCF LLC as a Depositor, the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among FCF LLC, as Depositor, the Servicer and the Issuer.

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“Sale Date” means each Business Day occurring before the earlier of (x) the occurrence of an Amortization Event specified in Section 5.1(a)(ii) of the Indenture or (y) the Trust Termination Date, on which day a new Sold Receivable is originated in the Accounts.

“Sales and Service Agreement” means each Sales and Service Agreement, together with any related Vehicle Terms of Sale Bulletin as in effect from time to time, between a Dealer and Ford pursuant to which, among other things, such Dealer purchases from time to time Vehicles from Ford or its Affiliates.

“Secured Parties” means, for each Series, the related Noteholders and any other Person identified as a “Secured Party” in the related Indenture Supplement.

“Securities Account” means each Trust Account established and maintained pursuant to the Control Agreement and each Series Account established and maintained pursuant to the related Series Account Control Agreement.

“Securities Act” means the Securities Act of 1933.

“Seller” means Ford Credit, as seller under the Receivables Purchase Agreements.

“Series” means any series of Notes issued pursuant to the Indenture and the related Indenture Supplement.

“Series Account” means any deposit, trust, securities escrow, reserve or similar account maintained for the benefit of the Noteholders of any Series or Class, as specified in the related Indenture Supplement.

“Series Account Control Agreement” means, for any Series, the Series Account Control Agreement, to be dated as of the Closing Date for such Series, among the Issuer, the Indenture Trustee and the securities intermediary named in such agreement, relating to the Series Accounts for such Series.

“Series Amortization Event” has, for any Series, the meaning specified in the related Indenture Supplement.

“Series Collateral” has, for any Series, the meaning specified in the related Indenture Supplement.

“Series Cutoff Date” has, for any Series, the meaning specified in the related Indenture Supplement.

“Series Final Maturity Date” means, for any Series, the Final Maturity Date for such Series as specified in the related Indenture Supplement.

“Series Issuance Date” means, for any Series, the date on which the Notes of such Series are originally issued in accordance with Section 2.2 of the Indenture and the related Indenture Supplement.

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“Servicer” means Ford Credit, in its capacity as Servicer under each of the Sale and Servicing Agreements and, after any transfer of the servicing duties pursuant to Section 6.2 of the Sale and Servicing Agreements, the Successor Servicer.

“Servicer Termination Event” has the meaning specified in Section 6.1(a) of the Sale and Servicing Agreements.

“Servicing Fee” means, for any Payment Date, the sum of the Monthly Servicing Fees for each Series for such Payment Date.

“Shared Principal Collections” has, for any Series, the meaning specified in the related Indenture Supplement.

“Similar Law” means any federal, state, local or non-U.S. law or regulation that is substantially similar to Title I of ERISA or Section 4975 of the Code.

“Sold Assets” means (a) the Sold Receivables and Related Security, (b) any other property and assets sold and assigned to the Trust pursuant to Section 2.1(a) of the related Sale and Servicing Agreement and the related Assignments, (c) all present and future claims, demands, causes of action and choses in action in respect of any of the foregoing, and (d) all payments on or under and all proceeds in respect of any of the foregoing.

“Sold Receivables” means, with respect to any Account, each Receivable originated in such Account that is (i) an Eligible Receivable or (ii) an Ineligible Receivable transferred in accordance with the provisions of Section 2.9 of the Sale and Servicing Agreements.

“Standard & Poor’s” means Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business.

“State” means any state or commonwealth of the United States, or the District of Columbia.

“Successor Servicer” has the meaning specified in Section 6.2(a) of the Sale and Servicing Agreements.

“Termination Notice” has the meaning specified in Section 6.1(a) of the Sale and Servicing Agreements.

“Transaction Documents” means the Certificate of Trust, the Trust Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Back-up Servicing Agreement, the Indenture, the Administration Agreement, the Control Agreement, and, for any Series, the related Indenture Supplement, the related Series Account Control Agreement, the related DTC Letter and any other document specified in such Indenture Supplement as a “Transaction Document” for purposes of such Series.

“Transition Costs” has the meaning specified in Section 6.2(a) of the Sale and Servicing Agreements.

AA-27

“Trust Accounts” means each of the Collection Account, the Excess Funding Account and the Back-up Servicer Reserve Account.

“Trust Agreement” means the Second Amended and Restated Trust Agreement relating to the Issuer, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among FCF Corp, FCF LLC and the Owner Trustee.

“Trust Amortization Event” has, for each Series, the meaning specified in Section 5.1(a) of the Indenture.

“Trust Available Subordinated Amount” means, for any date, the sum of the Available Subordinated Amounts on such date for all Series.

“Trust Indenture Act” or “TIA” means the Trust Indenture Act of 1939.

“Trust Paying Agent” means the Owner Trustee or the Qualified Institution at which the Depositor Interest Account is established.

“Trust Property” means (a) the Sold Assets, (b) the Depositors’ rights under the Receivables Purchase Agreements, (c) the Depositors’ rights under the Sale and Servicing Agreements, (d) all security entitlements relating to the Bank Accounts and the property deposited in or credited to any of the Bank Accounts, (e) all present and future claims, demands, causes of action and choses in action in respect of any of the foregoing, and (f) all payments on or under and all proceeds in respect of any of the foregoing.

“Trust Registrar” has the meaning specified in Section 3.2 of the Trust Agreement.

“Trust Termination Date” has the meaning specified in Section 8.1 of the Trust Agreement.

“UCC” means the Uniform Commercial Code, as in effect in any relevant jurisdiction.

“Used Vehicle” means a Program Vehicle and any other Vehicle that is not a New Vehicle.

“Variable Funding Note Series” means any Series issued pursuant to an Indenture Supplement and consisting of variable funding notes.

“Vehicle” means a car, light- medium- or heavy-duty truck or a utility vehicle, or any other classification used by Ford Credit from time to time.

AA-28

Exhibit A

FORM OF ASSIGNMENT OF RECEIVABLES IN ADDITIONAL ACCOUNTS

(As required by Section 2.6 of Sale and Servicing Agreement)

This Assignment No.     of Receivables in Additional Accounts, dated as of         , 20   (this “Assignment”), is by and among Ford Credit Floorplan LLC, as Depositor, Ford Motor Credit Company LLC, as Servicer, and Ford Credit Floorplan Master Owner Trust A, as Issuer, pursuant to the Sale and Servicing Agreement referred to below.

BACKGROUND

The Depositor, the Servicer and the Issuer are parties to a Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”).

Pursuant to the Sale and Servicing Agreement, the Depositor wishes to designate Additional Accounts as Accounts and to sell certain Sold Receivables originated in such Additional Accounts and the Related Security, whether now existing or hereafter originated, to be further pledged to the Indenture Trustee.

The Issuer is willing to accept such designation and sale subject to the terms and conditions of this Assignment.

The parties agree as follows:

1.             Usage and Definitions.  Capitalized terms used but not otherwise defined in this Assignment are defined in Appendix A to the Sale and Servicing Agreement.  Appendix A also contains rules as to usage applicable to this Assignment.  Appendix A is incorporated by reference into this Assignment.  The following terms used in this Assignment have the following meanings:

“Addition Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

“Additional Cutoff Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

“Eligible Receivable Origination Cutoff Date” means, with respect to the Additional Accounts designated pursuant to this Assignment,           , 20  .

2.             Designation of Additional Accounts.  The Depositor delivers with this Assignment an Additional Account Schedule specifying for each such Additional Account, as of the Additional Cutoff Date, its account number and the aggregate principal amount of its Receivables.

EA-1

3.             Sale of Sold Receivables.  The Depositor sells and assigns, without recourse (except as provided in the Sale and Servicing Agreement), to the Issuer, on the Addition Date all of its right, title and interest in, to and under the Sold Receivables originated in such Additional Accounts and all Related Security with respect to any of the foregoing owned by the Depositor at the close of business on the applicable Additional Cutoff Date, and thereafter originated from time to time, and all monies due or to become due and all amounts received with respect to any of the foregoing and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof.  The foregoing sale and assignment does not constitute and is not intended to result in the creation, or an assumption by the Issuer, of any obligation of the Servicer, the Depositor, Ford or any other Person in connection with the Accounts or related Sold Receivables, or under any agreement or instrument relating to such Receivables, including any obligation to any Dealers or Ford.

In connection with such sale, the Depositor agrees to record and file, at its own expense, a financing statement on form UCC-1 (and continuation statements when applicable) with respect to the related Sold Receivables now existing and hereafter created for the sale, for UCC purposes, of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC) meeting the requirements of Applicable Law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment, for UCC purposes, of the related Sold Receivables and the Related Security to the Issuer, and to deliver a file stamped copy of such financing statement or other evidence of such filing to the Issuer on or before the Addition Date.  The Issuer is under no obligation to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under the UCC in connection with such sale.  The parties to this Assignment intend that the sales of related Sold Receivables effected by this Assignment be sales.

In connection with such sale, the Depositor further agrees, at its own expense, on or before the Addition Date, to indicate in its computer files that the Sold Receivables and the Related Security have been (a) sold or assigned to the Issuer pursuant to this Assignment and (b) pledged by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Secured Parties.

4.             Acceptance by Issuer.  Subject to the satisfaction of the conditions in Section 2.6(c) of the Sale and Servicing Agreement, the Issuer acknowledges its acceptance of all right, title and interest to the property, now existing and hereafter originated, sold to the Issuer pursuant to Section 3 of this Assignment.  The Issuer further acknowledges that, before or simultaneously with the execution and delivery of this Assignment, the Depositor delivered to the Issuer the Additional Account Schedule, described in Section 2 of this Assignment.

5.             Representations and Warranties of Depositor.  The Depositor represents and warrants to the Issuer, as of the date of this Assignment and as of the Addition Date that:

(i)            Organization and Qualification.  The Depositor is duly organized and validly existing as a limited liability company or other legal entity in good standing under the laws of its jurisdiction of organization.  The Depositor is qualified as a foreign limited liability company or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties

EA-2

or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals could not reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under this Assignment.

(ii)           Power, Authorization and Enforceability.  The Depositor has the power and authority to execute deliver and perform the terms of this Assignment and to acquire, own and sell the Sold Receivables and the other Trust Property and has duly authorized the sale of the Receivables and other Trust Property to the Issuer by all necessary action.  The Depositor has authorized the execution, delivery and performance of the terms of this Assignment.  This Assignment is the legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)          No Conflicts and No Violation.  The consummation of the transactions contemplated by this Assignment and the fulfillment of the terms of this Assignment will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which the Depositor is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of the properties or assets of the Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than this Assignment and the Sale and Servicing Agreement), (C) violate the Organizational Documents of the Depositor, or (D) violate any law or, to the Depositor’s knowledge, any order, rule or regulation applicable to the Depositor of any court or of any federal or State regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or its properties, in each case which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under this Assignment.

(iv)          No Proceedings.  To the Depositor’s knowledge, there are no proceedings or investigations pending or overtly threatened in writing, before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over the Depositor or its properties: (A) asserting the invalidity of this Assignment, (B) seeking to prevent the consummation of any of the transactions contemplated by this Assignment, or (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Depositor’s ability to perform its obligations under, or the validity or enforceability of this Assignment, in each case, other than such proceedings that would not reasonably be expected to have a material adverse effect upon the Depositor or materially and adversely affect the performance by the Depositor of its obligations under, or the validity and enforceability of, this Assignment.

(v)           Valid Sale.  This Assignment constitutes a valid sale and assignment to the Issuer of all right, title and interest of the Depositor in, to and under the Sold Receivables originated in the Additional Accounts and the Related Security and the proceeds thereof and all of the Depositor’s rights, remedies, powers and privileges with respect to the Sold

EA-3

Receivables under the Receivables Purchase Agreement and, upon the filing of the financing statements described in Section 3 of this Assignment and, in the case of the Sold Receivables and the Related Security hereafter created and the proceeds thereof, upon the creation thereof, the Issuer will have a first priority perfected ownership interest in such property, subject to Permitted Liens.  Except as otherwise provided in the Sale and Servicing Agreement or the other Transaction Documents, neither the Depositor nor any Person claiming through or under it has any claim to or interest in the Trust Property.

6.             Ratification of Agreement.  As supplemented by this Assignment, the Sale and Servicing Agreement is in all respects ratified and confirmed and the Sale and Servicing Agreement as so supplemented by this Assignment constitutes one and the same instrument.

7.             Counterparts.  This Assignment may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

8.             GOVERNING LAW.  THIS ASSIGNMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT FLOORPLAN LLC,
as Depositor
By:
	Name:
	Title:
FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, as Issuer
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:
FORD MOTOR CREDIT COMPANY LLC,
as Servicer
By:
	Name:
	Title:

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Exhibit B

FORM OF OPINION OF COUNSEL REGARDING AMENDMENTS

(As required by Section 8.2(d)(i)
of Sale and Servicing Agreement)

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to the Depositor delivered on any Closing Date, as well as any deemed appropriate at the time of delivery.

(a)           The Amendment to the Sale and Servicing Agreement, attached as Schedule 1 (the “Amendment”), has been duly authorized, executed and delivered by the Depositor and constitutes the legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)           All conditions precedent in Section 8.1 of the Sale and Servicing Agreement to the entry into the Amendment have been satisfied.

EB-1

Exhibit C

FORM OF OPINION OF COUNSEL REGARDING ADDITIONAL ACCOUNTS

(Provisions to be included in Opinion of Counsel to be
delivered pursuant to Section 8.2(d)(ii) of Sale and Servicing Agreement)*

The opinions set forth below may be subject to all the qualifications, assumptions, limitations and exceptions taken or made in the opinion of counsel to the Depositor delivered on any Closing Date, as well as any deemed appropriate at the time of delivery.

(a)           The Assignment has been duly authorized, executed and delivered by the Depositor, and constitutes the valid and legally binding obligation of the Depositor, enforceable against the Depositor in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally from time to time in effect and to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).

(b)           Assuming the Sold Receivables in the Additional Accounts are created under, and are evidenced solely by, either Floorplan Financing Agreements or Sales and Service Agreements, such Receivables will constitute “general intangibles,” “payment intangibles,” “accounts” or “tangible chattel paper,” as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

(c)           Assuming the Sold Receivables in the Additional Accounts are created under, and are evidenced solely by, the Sale and Assignment Agreement between Ford and the Seller, such Sold Receivables will constitute “general intangibles,” “payment intangibles,” “accounts” or “tangible chattel paper,” each as defined under Section 9-102 of the UCC in effect in the applicable jurisdiction.

(d)           With respect to Sold Receivables in the Additional Accounts in existence on the date of the Assignment and with respect to Sold Receivables in the Additional Accounts originated after the date of the Assignment, upon the creation of such Sold Receivables and the subsequent sale of such Sold Receivables to the Issuer free and clear of any Liens in accordance with the Sale and Servicing Agreement and receipt by the Depositor of the consideration therefor required pursuant to the Sale and Servicing Agreement, such transfer either constitutes a valid sale to the Issuer or, if not a valid sale, the Sale and Servicing Agreement creates a valid security interest in favor of the Issuer in the Depositor’s right, title and interest in, to and under such Sold Receivables and the proceeds thereof securing the obligations of the Depositor under the Assignment.  Such security interest constitutes a perfected security interest in such Sold Receivables and the proceeds thereof.

*Include references to Additional Accounts only in the case of the designation of Additions Accounts pursuant to Section 2.6 of the Sale and Servicing Agreement.

EC-1

Exhibit D

FORM OF REASSIGNMENT OF RECEIVABLES IN REDESIGNATED ACCOUNTS

(Pursuant to Sections 2.7 and 2.8(c) of Sale and Servicing Agreement)

This Reassignment No.     of Receivables in Redesignated Accounts, dated as of         , 20   (this “Reassignment”), is by and among Ford Credit Floorplan LLC, as Depositor, Ford Motor Credit Company LLC, as Servicer, and Ford Credit Floorplan Master Owner Trust A, as Issuer, pursuant to the Sale and Servicing Agreement referred to below.

BACKGROUND

The Depositor, the Servicer and the Issuer are parties to a Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (as the same may be further amended, supplemented or otherwise modified from time to time, the “Sale and Servicing Agreement”).

Pursuant to the Sale and Servicing Agreement, the Depositor wishes or is required to redesignate certain Accounts as Redesignated Accounts and to repurchase and remove all of the Sold Receivables and Related Security and to cause the Issuer to reconvey such Sold Receivables and Related Security, whether now existing or hereafter originated, and all amounts currently held by the Issuer or thereafter received by the Issuer in respect of such Redesignated Accounts.

The Issuer is willing to accept such redesignation and to reconvey such Sold Receivables, Related Security and any related amounts held or received by the Issuer subject to the terms and conditions of this Reassignment.

The parties agree as follows:

1.             Usage and Definitions.  Capitalized terms used but not otherwise defined in this Assignment are defined in Appendix A to the Sale and Servicing Agreement.  Appendix A also contains rules as to usage applicable to this Assignment.  Appendix A is incorporated by reference into this Reassignment.  The following terms used in this Reassignment have the following meanings:

“Redesignation Date” means, with respect to the Redesignated Accounts redesignated by this Reassignment,           , 20  .

2.             Notice of Redesignated Accounts.  With respect to any Redesignated Account, the Depositor (or the Servicer on its behalf) has delivered to the Issuer and the Rating Agencies the Redesignation Notice as provided in Section [2.7(b)(i)] [2.8(c)(i)] of the Sale and Servicing Agreement.

3.             Redesignated Accounts.  The Depositor delivers with this Reassignment the Redesignated Account Schedule specifying for each such Redesignated Account, as of the Redesignation Date, its account number and the aggregate principal amount of Receivables of such Account.

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4.             Conveyance of Sold Receivables.  The Issuer sells and assigns to the Depositor, without recourse, representation or warranty on and after the Redesignation Date, all of its right, title and interest in, to and under all Sold Receivables now existing at the close of business on the Redesignation Date and thereafter originated from time to time in the Redesignated Accounts redesignated by this Reassignment, all Related Security with respect to the foregoing, all monies due or to become due and all amounts received with respect to the foregoing, and all proceeds (as defined in Section 9 315 of the UCC) and Recoveries thereof.

If requested by the Depositor, in connection with such sale, the Issuer agrees to execute and deliver to the Depositor on or before the date of this Reassignment, a termination statement with respect to the Sold Receivables existing at the close of business on the Redesignation Date and thereafter originated from time to time and Related Security thereof in the Redesignated Accounts reassigned by this Reassignment (which may be a single termination statement with respect to all such Sold Receivables and Related Security) evidencing the release by the Issuer of its Lien on the Sold Receivables in the Redesignated Accounts and the Related Security, and meeting the requirements of Applicable Law, in such manner and such jurisdictions as are necessary to remove such Lien.

5.             Acceptance by Issuer.  The Issuer acknowledges that, before or simultaneously with the execution and delivery of this Reassignment, the Depositor delivered to the Issuer the updated Redesignated Account Schedule described in Section 3 of this Reassignment.

6.             Legal, Valid and Binding Obligation.  The Depositor represents and warrants to the Issuer as of the date of this Reassignment and as of the Redesignation Date that this Reassignment constitutes a legal, valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

7.             Ratification of Agreement.  As supplemented by this Reassignment, the Sale and Servicing Agreement is in all respects ratified and confirmed and the Sale and Servicing Agreement as so supplemented by this Reassignment constitutes one and the same instrument.

8.             Counterparts.  This Reassignment may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

9.             GOVERNING LAW.  THIS REASSIGNMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

[Remainder of Page Intentionally Left Blank]

ED-2

EXECUTED BY:

FORD CREDIT FLOORPLAN LLC,
as Depositor
By:
	Name:
	Title:
FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, as Issuer
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:
FORD MOTOR CREDIT COMPANY LLC,
as Servicer
By:
	Name:
	Title:

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EX-10.7

EXHIBIT 10.7

EXECUTION VERSION

AMENDED AND RESTATED
BACK-UP SERVICING AGREEMENT

among

FORD CREDIT FLOORPLAN CORPORATION
FORD CREDIT FLOORPLAN LLC,
as Depositors

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer

FORD MOTOR CREDIT COMPANY LLC,
as Servicer

and

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Back-up Servicer

Dated as of October 1, 2009,
as amended and restated as of December 1, 2010

TABLE OF CONTENTS

ARTICLE I	USAGE AND DEFINITIONS		1
Section 1.1.		Usage and Definitions	1
Section 1.2.		Amendment and Restatement	2
ARTICLE II	BACK-UP SERVICING		2
Section 2.1.		Acceptance of Appointment	2
Section 2.2.		Back-up Servicing Duties	2
Section 2.3.		Back-up Servicing Compensation	3
Section 2.4.		Representations, Warranties and Covenants of Back-up Servicer	4
Section 2.5.		Confidential Information	5
Section 2.6.		Audits of Back-up Servicer	6
Section 2.7.		Regulation AB	6
ARTICLE III	OTHER MATTERS RELATING TO BACK-UP SERVICER		6
Section 3.1.		Liability of Back-up Servicer	6
Section 3.2.		Merger or Consolidation of, or Assumption of, Obligations of Back-up Servicer	7
Section 3.3.		Back-up Servicer Indemnification	7
ARTICLE IV	TERMINATION		8
Section 4.1.		Resignation of Back-up Servicer	8
Section 4.2.		Termination of Back-up Servicer	8
Section 4.3.		Appointment of Successor	8
Section 4.4.		Termination of Agreement	9
ARTICLE V	MISCELLANEOUS PROVISIONS		9
Section 5.1.		Amendment	9
Section 5.2.		Notices	9
Section 5.3.		Third Party Beneficiaries	10
Section 5.4.		GOVERNING LAW	10
Section 5.5.		Submission to Jurisdiction	10
Section 5.6.		WAIVER OF JURY TRIAL	10
Section 5.7.		Severability	10
Section 5.8.		Counterparts	10
Section 5.9.		Headings	11
Section 5.10.		No Waiver; Cumulative Remedies	11
Section 5.11.		No Petition	11
Section 5.12.		Further Assurances	11
Section 5.13.		Limitation of Liability of Owner Trustee	11

Exhibit A — Form of Back-up Servicer Notice

i

AMENDED AND RESTATED BACK-UP SERVICING AGREEMENT, dated as of October 1, 2009, as amended and restated as of December 1, 2010 (this “Agreement”), among FORD CREDIT FLOORPLAN CORPORATION, a Delaware corporation, and FORD CREDIT FLOORPLAN LLC, a Delaware limited liability company, each as a Depositor, FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as Back-up Servicer.

BACKGROUND

The parties to this Agreement intend (a) to amend and restate the Back-up Servicing Agreement, dated as of October 1, 2009, among the parties, on the terms and conditions contained in this Agreement and (b) to acknowledge the removal of Ford Credit Floorplan Master Owner Trust B as a party to this Agreement.

The Depositors, the Servicer and the Issuer have entered into two Sale and Servicing Agreements which provide for, among other things, the servicing of certain Receivables held by the Issuer.

The Depositors, the Servicer and the Issuer desire that the Back-up Servicer perform certain back-up servicing duties in accordance with this Agreement, and to assume the role of Successor Servicer if the Servicer is terminated under the Sale and Servicing Agreements.

The Back-up Servicer is willing to perform the back-up servicing duties specified in this Agreement and to assume the role of Successor Servicer under the Sale and Servicing Agreements pursuant to the conditions described in the Sale and Servicing Agreements.

The parties agree as follows.

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to (a) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan Corporation, as Depositor, the Issuer and Ford Motor Credit Company LLC, as Servicer and (b) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan LLC, as Depositor, the Issuer and the Servicer.  Each Appendix A also contains rules as to usage applicable to this Agreement.  Each Appendix A is incorporated by reference into this Agreement.

In addition, the following terms have the following meanings:

“Back-up Servicer” means Wells Fargo Bank, National Association, a national banking association.

“Back-up Servicing Fee” means, for each Payment Date, the aggregate of the Monthly Back-up Servicing Fees for each Series, as specified in the related Indenture Supplement.

“Data Dictionary” means a data dictionary of the principal terms used in the Servicer’s source dealer floorplan finance receivables system, known as the “Dealer Finance” or “DF” system, that are required to perform the duties in Section 2.2(b) and to service the Receivables.

“Monthly Data File” means, for each Payment Date, a computer tape or electronic file in a format reasonably acceptable to the Back-up Servicer, containing the Monthly Investor Report for such Payment Date and the information with respect to the Notes and the Receivables necessary for preparation of such Monthly Investor Report.

Section 1.2.Amendment and Restatement.  This Agreement amends and restates in full the Back-up Servicing Agreement, dated as of October 1, 2009, between the parties, with effect as of the date of this Agreement, and it is confirmed by the parties that (a) all prior actions made pursuant to such Back-up Servicing Agreement are effective as if made under this Agreement on the date made, and (b) no provision of this Agreement is intended to result in the duplication of any such prior action of any party.  Notwithstanding the foregoing, to the extent that any amendment to the Back-up Servicing Agreement, as set out in this Agreement, would reasonably be expected to have an Adverse Effect on the Noteholders of a Series issued before the date of this Agreement or would not otherwise be permitted, as determined by a court of competent jurisdiction, then such amendment will not be effective as against such Noteholders and the corresponding provision of the Back-up Servicing Agreement will continue to govern as it relates to such Noteholders and such Series.

ARTICLE II
BACK-UP SERVICING

Section 2.1.Acceptance of Appointment.  The Back-up Servicer accepts and agrees to perform the back-up servicing duties specified in this Agreement and agrees to assume the role of Successor Servicer under the Sale and Servicing Agreements pursuant to the conditions described in the Sale and Servicing Agreements; provided, however, that the Back-up Servicer, as Successor Servicer, will not be bound by any agreement to which the Servicer may be a party that is not a Transaction Document.  The Back-up Servicer agrees to perform the back-up servicing duties specified in this Agreement in accordance with its procedures for providing back-up servicing for other pools of receivables similar to the Receivables.

Section 2.2.Back-up Servicing Duties.

(a)The parties acknowledge that the Servicer and the Back-up Servicer have completed the following:

(i)the Back-up Servicer has conducted a review of the Servicer’s servicing operations for dealer floorplan finance receivables and met with appropriate operations personnel to discuss the processes and procedures used by the Servicer in performing its servicing duties under the Sale and Servicing Agreements; and

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(ii)the Servicer has provided the Back-up Servicer with the Data Dictionary, and the Back-up Servicer acknowledges that it has received the Data Dictionary and confirms that it has reviewed the Data Dictionary and that the Data Dictionary is sufficient for it to perform its duties in Section 2.2(b).

(b)No later than the second Business Day after each Payment Date (beginning with the November 2009 Payment Date), the Servicer will deliver to the Back-up Servicer or post to a password-protected website to which the Back-up Servicer has been provided access, the Monthly Data File.  The Back-up Servicer will use the Monthly Data File to confirm the information contained in the Monthly Investor Report, to the extent such information is contained in the Monthly Data File.  On or before the fifth Business Day after the Payment Date, the Back-up Servicer will deliver to the Servicer and the Indenture Trustee a notice substantially in the form of Exhibit A certifying that it has confirmed the accuracy of the Monthly Investor Report, except for the discrepancies in the Monthly Investor Report described in such notice.  The Servicer will deliver a copy of the notice to the Rating Agencies.  If the Back-up Servicer reports any discrepancies, the Servicer and the Back-up Servicer will use reasonable efforts to reconcile such discrepancies in good faith prior to the next Payment Date or, if such reconciliation cannot be completed by the next Payment Date, as soon as reasonably practicable thereafter.  In the absence of a reconciliation, the Monthly Investor Report prepared by the Servicer will control for the purpose of calculations and payments for each succeeding Payment Date until such reconciliation is complete.  The Servicer will notify the Indenture Trustee of the results of such reconciliation on or prior to the Payment Date following such reconciliation (which notice may be included in the related Monthly Investor Report).

(c)At least once each calendar year, the Back-up Servicer will conduct a review, including the review described in Section 2.2(a)(i), of the Servicer’s servicing operations for dealer floorplan finance receivables and meet with appropriate operations personnel to discuss any material changes in processes and procedures that have occurred since the last review.

(d)The Servicer agrees to provide the Back-up Servicer with any information it may reasonably request in order to facilitate a transfer of the servicing duties under the Sale and Servicing Agreements.

Section 2.3.Back-up Servicing Compensation.

(a)As compensation for its back-up servicing activities under this Agreement and reimbursement for its expenses in excess of the expenses in Section 2.3(b), the Back-up Servicer is entitled to receive the Back-up Servicing Fee on each Payment Date (beginning with the November 2009 Payment Date) on or before the termination of this Agreement pursuant to Section 4.4.  The Back-up Servicing Fee is payable to the Back-up Servicer solely to the extent amounts are available for payment in accordance with the Indenture Supplements.

(b)The Servicer will also pay, or cause to be paid, the following amounts to the Back-up Servicer:

(i)on or before the initial date of this Agreement, a one-time acceptance fee of $10,000 for undertaking the obligations of the Back-up Servicer under this Agreement;

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(ii)on or before the Closing Date of any new Series of Notes under the Indenture, an acceptance fee of $2,500;

(iii)within 30 days of receipt of a detailed billing statement, the reasonable fees and expenses of external counsel to the Back-up Servicer in connection with (A) the initial review of this Agreement and the Transaction Documents, subject to a cap of $15,000, and (B) the review of the documentation for any new Series of Notes, subject to a cap of $5,000 for each new Series of Notes;

(iv)upon completion of the Back-up Servicer’s review of the Data Dictionary, a one-time fee of $15,000 for the review of the Data Dictionary; and

(v)within 30 days of receipt of a detailed billing statement, the reasonable fees and expenses, including travel expenses incurred by the Back-up Servicer in connection with the annual reviews pursuant to Section 2.2(c), subject to an annual cap of $20,000.

(c)If the Back-up Servicer is appointed as the Successor Servicer under the Sale and Servicing Agreements, the Back-up Servicer will be entitled to be reimbursed for Transition Costs.  Up to $200,000 of such Transition Costs (in the aggregate for all of the Sale and Servicing Agreements) will be paid to the Back-up Servicer by the Indenture Trustee from the Back-up Servicer Reserve Account in accordance with Section 6.2 of the Sale and Servicing Agreements, and any Transition Costs in excess of such amount will be paid to the Back-up Servicer pursuant to Section 4.2(a) of the Indenture Supplements.  In no event will the Indenture Trustee be personally responsible for the payment of any Transition Costs.

(d)Except as otherwise provided in this Section 2.3, the Back-up Servicer will be required to pay all expenses incurred by it in connection with its back-up servicing activities under this Agreement.

Section 2.4.Representations, Warranties and Covenants of Back-up Servicer.

(a)Representations and Warranties.  The Back-up Servicer makes the following representations and warranties to the Issuer:

(i)Organization and Good Standing.  It is duly organized and validly existing as a national banking association or other legal entity in good standing under the laws of its jurisdiction of organization.  It is qualified as a foreign corporation or other legal entity in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement.

(ii)Power, Authorization and Enforceability.  It has the power and authority to execute deliver and perform the terms of this Agreement.  It has authorized the execution, delivery and performance of the terms of this Agreement.  This Agreement constitutes its legal, valid and binding obligation and is enforceable against it, except as

4

may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(iii)No Conflicts and No Violation.  The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement will not (A) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which it is a debtor or guarantor, (B) result in the creation or imposition of any Lien upon any of its properties or assets pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument, (C) violate its Organizational Documents, or (D) violate any law or, to its knowledge, any order, rule or regulation applicable to it of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over it or its properties, in each case, which conflict, breach, default, Lien, or violation would reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement.

(iv)No Proceedings.  To its knowledge, there are no proceedings or investigations pending or overtly threatened in writing before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction over it or its properties: (A) asserting the invalidity of any of this Agreement, (B) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, (C) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on its ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(b)Covenants.  The Back-up Servicer covenants to the Issuer that:

(i)Compliance with Requirements of Law.  It will satisfy all obligations on its part to be fulfilled under or in connection with the Receivables and the Accounts, will maintain in effect all qualifications required under its Organizational Documents and Applicable Law in order to service properly the Receivables and the Accounts and will comply in all material respects with all of its Organizational Documents and Applicable Law in connection with its obligations under this Agreement, the failure to comply with which would have a material adverse effect on the interests of the Noteholders or the holders of the Depositor Interest.

(c)Notice of Breach.  The representations and warranties in Section 2.4(a) will survive the termination of any Series of Notes.  Upon discovery by either Depositor, the Owner Trustee, the Indenture Trustee or the Servicer of a material breach of any of the foregoing representations and warranties, the party discovering such breach will give prompt written notice to the other parties.

Section 2.5.Confidential Information.  Wells Fargo Bank, National Association acknowledges that it has executed and delivered to Ford Credit a confidentiality agreement, dated as of July 16, 2009, relating to the Issuer and for the benefit of Ford Credit.  Wells Fargo Bank, National Association acknowledges such confidentiality agreement and agrees that all of

5

the obligations of Wells Fargo Bank, National Association to Ford Credit under such confidentiality agreement are incorporated by reference in this Agreement as obligations of the Back-up Servicer as if made in this Agreement for the benefit of the parties to this Agreement.

Section 2.6.Audits of Back-up Servicer.  The Back-up Servicer agrees that, with reasonable prior notice, it will permit any authorized representative of the Servicer, during the Back-up Servicer’s normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Back-up Servicer relating to (a) the performance of the Back-up Servicer’s obligations under this Agreement, (b) any payments of fees and expenses of the Back-up Servicer in connection with such performance and (c) any claim made by the Back-up Servicer under this Agreement.  In addition, the Back-up Servicer will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Back-up Servicer’s officers and employees.  The Servicer will, and will cause its authorized representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Servicer may reasonably determine that such disclosure is consistent with its obligations under this Agreement.  The Back-up Servicer will maintain all such pertinent books, records, reports and other documents and materials for a period of two years after the termination of its obligations under this Agreement.

Section 2.7.Regulation AB.  Wells Fargo Bank, National Association acknowledges, in its capacity as Back-up Servicer under this Agreement, that if it is deemed to be participating in the servicing function pursuant to Item 1122 of Regulation AB, it will take any action reasonably requested by the Servicer to ensure compliance with the requirements of Sections 3.5 and 3.6 of the Sale and Servicing Agreements and with Item 1122 of Regulation AB.  Such required documentation will be delivered to the Servicer by March 15 of each calendar year.

ARTICLE III
OTHER MATTERS RELATING TO BACK-UP SERVICER

Section 3.1.Liability of Back-up Servicer.

(a)The Back-up Servicer will be liable in accordance with this Agreement only to the extent of the obligations specifically undertaken by the Back-up Servicer in its capacity as Back-up Servicer.

(b)The Back-up Servicer will not be liable to the Issuer, the Owner Trustee, the Indenture Trustee, the Servicer, the Depositors, the Noteholders or any other Person for any action taken, or not taken, in good faith pursuant to this Agreement or for errors in judgment.  All such liability is expressly waived and released as a condition of, and consideration for, the execution of this Agreement by the Back-up Servicer.  Notwithstanding the foregoing, this Section 3.1 will not protect the Back-up Servicer against any liability that would otherwise be imposed by reason of the Back-up Servicer’s willful misconduct, bad faith or negligence in the performance of its duties under this Agreement.

(c)The Back-up Servicer and any officer, director, employee or agent of the Back-up Servicer may rely in good faith on the advice of counsel or on any document believed to be

6

genuine and to have been executed by the proper party in respect of any matters arising under this Agreement.  The Back-up Servicer will be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its duties under this Agreement and that, in its opinion, may cause it to incur any expense or liability.

(d)The Back-up Servicer will not be liable for any obligation of the Servicer contained in this Agreement or for any errors of the Servicer contained in any computer tape, certificate or other data or document delivered to the Back-up Servicer under this Agreement or on which the Back-up Servicer must rely in order to perform its obligations under this Agreement, and the Issuer, the Owner Trustee, the Indenture Trustee, the Servicer, the Depositors, the Noteholders or any other Person will look only to the Servicer to perform such obligations.  The Back-up Servicer will have no responsibility and will not be in default under this Agreement or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if such failure or delay results from the Back-up Servicer acting in accordance with information prepared or supplied by any Person other than the Back-up Servicer or the failure of any such other Person to prepare or provide such information.  The Back-up Servicer will have no responsibility, will not be in default and will incur no liability for (i) any act or failure to act of any third party, including the Servicer, (ii) any inaccuracy or omission in a notice or communication received by the Back-up Servicer from any third party, (iii) the invalidity or unenforceability of any Receivable under Applicable Law, (iv) the breach or inaccuracy of any representation or warranty made with respect to any Receivable, or (v) except as provided in Section 3.3, the acts or omissions of any successor Back-up Servicer.

(e)Except for the obligations undertaken by the Back-up Servicer in this Agreement, the Back-up Servicer will have no obligation to take any action, or to perform any of the duties of the Servicer, under the Sale and Servicing Agreements or the other Transaction Documents until such time as the Back-up Servicer has become the Successor Servicer pursuant to Section 6.2 of the Sale and Servicing Agreement.

Section 3.2.Merger or Consolidation of, or Assumption of, Obligations of Back-up Servicer.  Any Person (a) into which the Back-up Servicer may be merged or consolidated, (b) resulting from any merger or consolidation to which the Back-up Servicer will be a party, (c) which acquires by conveyance, transfer or lease substantially all of the assets of the Back-up Servicer, or (d) succeeding to the business of the Back-up Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Back-up Servicer under this Agreement and will be the successor to the Back-up Servicer under this Agreement without the execution or filing of any document or any further act on the part of any of the parties to this Agreement; provided, however, that nothing contained in this Agreement will be deemed to release the Back-up Servicer from any obligation.

Section 3.3.Back-up Servicer Indemnification.  The Back-up Servicer will indemnify and hold harmless each of the Issuer, the Depositors, the Servicer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents from and against any and all loss, liability, claim, expense, damage or injury arising out of the breach of this Agreement by the Back-up Servicer, the violation of federal or state securities laws by the Back-up Servicer, the willful misconduct, bad faith or negligence of the Back-up Servicer in the performance of its duties or by reason of the reckless disregard of its obligations and duties under

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this Agreement.  The Back-up Servicer’s obligations under this Section 3.3 will survive the termination of this Agreement and/or the Issuer or the resignation or removal of the Back-up Servicer.

ARTICLE IV
TERMINATION

Section 4.1.Resignation of Back-up Servicer.  The Back-up Servicer may not resign as Back-up Servicer, except:

(a)upon determination that (i) the performance of its duties under this Agreement is no longer permissible under Applicable Law and (ii) there is no reasonable action that the Back-up Servicer could take to make the performance of its duties under this Agreement permissible under Applicable Law; or

(b)with the consent of the Servicer and the appointment of a successor Back-up Servicer under Section 4.3.

Any determination permitting the resignation of the Back-up Servicer under Section 4.1(a) must be evidenced by an Opinion of Counsel to such effect delivered to the Issuer, the Servicer, the Owner Trustee and the Indenture Trustee.  No resignation pursuant to Section 4.1(a) will become effective until a successor Back-up Servicer has been appointed and accepted its appointment under Section 4.3.

Section 4.2.Termination of Back-up Servicer.  The Servicer may terminate all of the rights and obligations (other than as provided in Section 3.3) of the Back-up Servicer under this Agreement (a) upon a breach of any of the representations, warranties, covenants or obligations of the Back-up Servicer contained in this Agreement, (b) if the long-term, unsecured debt ratings of the Back-up Servicer are lower than “BBB-” from Standard & Poor’s or “Baa3” from Moody’s, (c) upon the occurrence of an Insolvency Event with respect to the Back-up Servicer or (d) upon satisfaction of the Rating Agency Condition for each Series.  No termination pursuant to this Section 4.2 will become effective until a successor Back-up Servicer has been appointed and accepted its appointment pursuant to Section 4.3.  The Servicer will notify the Rating Agencies and the Indenture Trustee prior to any termination of the Back-up Servicer pursuant to this Section 4.2.

Section 4.3.Appointment of Successor.  Following the resignation or termination of the Back-up Servicer under Section 4.1 or 4.2, the Servicer will appoint a Person qualifying as an Eligible Servicer as the successor Back-up Servicer.  If a successor Back-up Servicer is not appointed within 60 days after (a) the giving of notice of resignation and the delivery of the Opinion of Counsel under Section 4.1, or (b) termination of the Back-up Servicer under Section 4.2, the Back-up Servicer may petition a court of competent jurisdiction to appoint any Person qualifying as an Eligible Servicer as the successor Back-up Servicer under this Agreement.  The successor Back-up Servicer will accept its appointment by entering into a new back-up servicing agreement that is on substantially the same terms as this Agreement.  The predecessor Back-up Servicer agrees to cooperate with any successor Back-up Servicer appointed by the Servicer in effecting the transfer of the responsibilities and rights of the predecessor Back-up Servicer under

8

this Agreement, including the delivery to the successor Back-up Servicer of all documents, records and electronic information related to the Receivables in the possession of the predecessor Back-up Servicer.

Section 4.4.Termination of Agreement.  This Agreement will terminate, except with respect to the duties described in Section 3.3, on the earliest to occur of (a) the appointment of the Back-up Servicer as Successor Servicer under the Sale and Servicing Agreements, (b) in the sole discretion of the Servicer, without cause, upon not less than 30 days’ notice to the Back-up Servicer, if the long-term, unsecured debt ratings of the Servicer are at least “BBB-” from Standard & Poor’s and “Baa3” from Moody’s, (c) in the sole discretion of the Servicer, the payment in full of all outstanding Notes and the satisfaction and discharge of the Indenture and (d) the Trust Termination Date.  The Servicer will notify the Rating Agencies prior to any termination of this Agreement pursuant to clause (b) above.

ARTICLE V
MISCELLANEOUS PROVISIONS

Section 5.1.Amendment.

(a)This Agreement may be amended by the Issuer, the Depositors, the Servicer and the Back-up Servicer, with prior notice to the Rating Agencies for each Series, but without the consent of any Noteholder:

(i)in order to cure any ambiguity, to correct or supplement any provision in this Agreement that may be inconsistent with any other provision in this Agreement, or to add provisions which are not inconsistent with the other provisions of this Agreement, if the Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect; or

(ii)for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders if: (A) the Issuer delivers to the Indenture Trustee an Officer’s Certificate stating that such amendment will not have an Adverse Effect, and (B) the Rating Agency Condition has been satisfied with respect to such amendment.

(b)This Agreement may also be amended by the Issuer, the Depositors, the Servicer and the Back-up Servicer, with prior notice to the Rating Agencies for each Series, and with the consent of Noteholders of a majority of the Note Balance of all adversely affected Series, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders.

Section 5.2.Notices.  All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given and made:

(a)upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

9

(b)in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(c)in the case of an email, when receipt is confirmed by telephone or reply email from the recipient; and

(d)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreements or at such other address as any party may designate by notice to the other parties.

Section 5.3.Third Party Beneficiaries.  This Agreement will inure to the benefit of and be binding upon the parties to this Agreement.  The Owner Trustee and the Indenture Trustee for the benefit of the Secured Parties will be third-party beneficiaries of this Agreement entitled to enforce this Agreement against the parties to this Agreement.  Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 5.4.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 5.5.Submission to Jurisdiction.  The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement.  The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 5.6.WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 5.7.Severability.  If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.

Section 5.8.Counterparts.  This Agreement may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

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Section 5.9.Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 5.10.No Waiver; Cumulative Remedies.  No failure or delay of the Owner Trustee, the Indenture Trustee or the Noteholders in exercising any power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of any power, right or remedy precludes any other or further exercise of such power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies provided in this Agreement are in addition to any powers, rights and remedies provided by law.

Section 5.11.No Petition.  Each of the Servicer, Ford Credit (if it is no longer the Servicer), the Back-up Servicer and the Owner Trustee, by entering into this Agreement, each Noteholder, by accepting a Note, each holder of an interest in the Depositor Interest, by accepting such interest, and the Indenture Trustee, by accepting the benefits of this Agreement, covenants and agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of all Notes, it will not institute against, or join any other Person in instituting against, the Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any federal or State bankruptcy or similar law in connection with any obligations relating to the Notes or any of the Transaction Documents.  This Section 5.11 will survive the resignation or removal of the Owner Trustee under the Trust Agreement or the Indenture Trustee under the Indenture and the termination of this Agreement.

Section 5.12.Further Assurances.  The Servicer and the Back-up Servicer agree to do and perform any and all acts and to execute any and all further instruments required or reasonably requested by the Depositors, the Owner Trustee or the Indenture Trustee in order to effect more fully the purposes of this Agreement.

Section 5.13.Limitation of Liability of Owner Trustee.  Notwithstanding anything in this Agreement to the contrary, this Agreement has been signed on behalf of the Issuer by U.S. Bank Trust National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event will U.S. Bank Trust National Association in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement, as to all of which recourse may be had solely to the assets of the Issuer.  For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT FLOORPLAN CORPORATION,
as a Depositor
By:	/s/ Scott D. Krohn
	Name:	Scott D. Krohn
	Title:	President and Assistant Treasurer
FORD CREDIT FLOORPLAN LLC,
as a Depositor
By:	/s/ Scott D. Krohn
	Name:	Scott D. Krohn
	Title:	President and Assistant Treasurer
FORD MOTOR CREDIT COMPANY LLC,
as Servicer
By:	/s/ Susan J. Thomas
	Name:	Susan J. Thomas
	Title:	Secretary

[Signature Page to Back-up Servicing Agreement]

		FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, as Issuer
		By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
		By:	/s/ Julia Linian
			Name:	Julia Linian
			Title:	Assistant Vice President
		WELLS FARGO BANK, NATIONAL ASSOCIATION,
		as Back-up Servicer
		By:	/s/ Marianna C. Stershic
			Name:	Marianna C. Stershic
			Title:	Vice President
Acknowledged and agreed with respect
to its removal as a party to this Agreement:
FORD CREDIT FLOORPLAN MASTER OWNER TRUST B
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee

By:	/s/ Julia Linian
	Name:	Julia Linian
	Title:	Assistant Vice President

[Signature Page to Back-up Servicing Agreement]

Exhibit A

FORM OF BACK-UP SERVICER NOTICE

Wells Fargo Bank, National Association

Sixth Street and Marquette Avenues, MAC N9311-161

Minneapolis, Minnesota 55479

[date]

The Bank of New York Mellon,
as Indenture Trustee

101 Barclay Street, Floor 4W

New York, New York 10286

Attention: Corporate Trust Administration

Ford Motor Credit Company LLC

c/o Ford Motor Company

World Headquarters, Suite 801-C1

One American Road

Dearborn, Michigan 48126

Attention: Securitization Operations Supervisor

Re:Ford Credit Floorplan Master Owner Trust A

Reference is made to the Amended and Restated Back-up Servicing Agreement, dated as of October 1, 2009, as amended and restated as of December 1, 2010 (the “Agreement”), among Ford Credit Floorplan Corporation and Ford Credit Floorplan LLC, as Depositors, Ford Motor Credit Company LLC, as Servicer, Ford Credit Floorplan Master Owner Trust A, as Issuer, and Wells Fargo Bank, National Association, as Back-up Servicer.  Capitalized terms used but not defined in this notice have the meanings specified in the Agreement.

Pursuant to Section 2.2(b) of the Agreement, the Back-up Servicer confirms that it has reviewed the Monthly Investor Report and the Monthly Data File provided by the Servicer for the [                  ] Collection Period and certifies that it has confirmed the accuracy of the Monthly Investor Report except for any discrepancies in the Monthly Investor Report described in the attached report.

Very Truly Yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Back-up Servicer
By:
	Name:
	Title:

EX-10.8

EXHIBIT 10.8

EXECUTION VERSION

SECOND AMENDED AND RESTATED
ADMINISTRATION AGREEMENT

among

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer

FORD MOTOR CREDIT COMPANY LLC,
as Administrator

and

THE BANK OF NEW YORK MELLON,
as Indenture Trustee

Dated as of August 1, 2001,
as amended and restated as of December 1, 2010

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Amendment and Restatement	1
ARTICLE II ENGAGEMENT OF ADMINISTRATOR		2
Section 2.1.	Engagement	2
Section 2.2.	Compensation	2
ARTICLE III DUTIES OF ADMINISTRATOR		2
Section 3.1.	Duties of the Administrator with respect to the DTC Letters	2
Section 3.2.	Duties of the Administrator with respect to the Indenture and the Indenture Supplements	2
Section 3.3.	Duties of Administrator with respect to Hedge Agreements	5
Section 3.4.	Additional Duties	6
Section 3.5.	Audits of the Administrator	7
Section 3.6.	Additional Information to be Furnished to the Issuer	8
Section 3.7.	Prohibition on Certain Actions	8
ARTICLE IV INDEMNIFICATION		8
Section 4.1.	Indemnification	8
ARTICLE V RESIGNATION AND REMOVAL OF THE ADMINISTRATOR; TERM OF AGREEMENT		9
Section 5.1.	Resignation and Removal of the Administrator	9
Section 5.2.	Appointment of Successor Administrator	9
Section 5.3.	Action upon Termination, Resignation or Removal	10
Section 5.4.	Term of Agreement	10
ARTICLE VI MISCELLANEOUS		10
Section 6.1.	Independence of Administrator	10
Section 6.2.	Transactions with Affiliates; Other Transactions	10
Section 6.3.	Amendments	10
Section 6.4.	Notices	11
Section 6.5.	Assignment	11
Section 6.6.	Third-Party Beneficiary	12
Section 6.7.	GOVERNING LAW	12
Section 6.8.	Submission to Jurisdiction	12
Section 6.9.	WAIVER OF JURY TRIAL	12
Section 6.10.	Severability	12
Section 6.11.	Counterparts	12
Section 6.12.	Headings	12
Section 6.13.	No Petition	12
Section 6.14.	Not Applicable to Ford Credit in Other Capacities	13
Section 6.15.	Limitation of Liability of Owner Trustee and Indenture Trustee	13

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SECOND AMENDED AND RESTATED ADMINISTRATION AGREEMENT, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (this “Agreement”), among FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Administrator, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee.

BACKGROUND

The parties to this Agreement intend to amend the Administration Agreement, dated as of August 1, 2001, as previously amended and restated as of December 19, 2002, among the parties, on the terms and conditions contained in this Agreement.

The Issuer was formed pursuant to the Trust Agreement and may issue one or more Series of Notes from time to time pursuant to the Indenture and one or more Indenture Supplements.

The Issuer has entered into certain agreements in connection with the issuance of the Notes, including the Indenture, the Indenture Supplements, the Sale and Servicing Agreements, DTC Letters relating to a Series of Notes or Interest Rate Hedges relating to a Series of Notes.

The Issuer and the Owner Trustee desire to have the Administrator perform certain duties of the Issuer and the Owner Trustee under the Transaction Documents on the terms set forth in this Agreement.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.           Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to (a) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan Corporation, as Depositor, the Issuer and Ford Motor Credit Company LLC, as Servicer, and (b) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan LLC, as Depositor, the Issuer and the Servicer.  Each Appendix A also contains rules as to usage applicable to this Agreement.  Each Appendix A is incorporated by reference into this Agreement.

Section 1.2.           Amendment and Restatement.This Agreement amends and restates in full the Amended and Restated Administration Agreement, dated as of August 1, 2001, as amended and restated as of December 19, 2002, between the parties, with effect as of the date of this Agreement, and it is confirmed by the parties that (a) all prior actions made pursuant to such Amended and Restated Administration Agreement are effective as if made under this Agreement on the date made, and (b) no provision of this Agreement is intended to result in the duplication of any such prior action of any party.  Notwithstanding the foregoing, to the extent that any amendment to the Amended and Restated Administration Agreement, as set out in this

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Agreement, would reasonably be expected to have an Adverse Effect on the Noteholders of a Series issued before the date of this Agreement or would not otherwise be permitted, as determined by a court of competent jurisdiction, then such amendment will not be effective as against such Noteholders and the corresponding provision of the Amended and Restated Administration Agreement, will continue to govern as it relates to such Noteholders and such Series.

ARTICLE II
ENGAGEMENT OF ADMINISTRATOR

Section 2.1.           Engagement.  The Issuer and the Owner Trustee engage the Administrator to perform certain duties of the Issuer and the Owner Trustee under the Transaction Documents on the terms set forth in this Agreement and the Administrator accepts such engagement.

Section 2.2.           Compensation.  As compensation for the performance of the Administrator’s obligations under this Agreement and as reimbursement for its expenses related to its obligations under this Agreement, the Depositors will pay the Administrator a fee in an amount agreed upon by the Depositors and the Administrator.

ARTICLE III
DUTIES OF ADMINISTRATOR

Section 3.1.           Duties of the Administrator with respect to the DTC Letters.  The Administrator agrees to perform all its duties as Administrator and the duties of the Issuer under the DTC Letters.  The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the DTC Letters.  The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the DTC Letters.

Section 3.2.           Duties of the Administrator with respect to the Indenture and the Indenture Supplements.  The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under the Indenture and the Indenture Supplements.  The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under the Indenture and the Indenture Supplements.  The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents, reports, filings, instruments, certificates, notices and opinions that are the duty of the Issuer to prepare, file or deliver pursuant to the Indenture and the Indenture Supplements.  The Administrator will take all administrative action that is the duty of the Issuer or the Owner Trustee to take pursuant to the Indenture and the Indenture Supplements including (references are to sections of the Indenture):

(a)           preparing or obtaining the documents and instruments required for authentication of the Notes and delivering such documents and instruments to the Indenture Trustee (Section 2.2);

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(b)           causing the Note Register to be kept and giving the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.5(a));

(c)           determining whether the requirements of UCC Section 8—401(a) are met (Section 2.5);

(d)           determining whether the requirements of UCC Section 8-405 are met (Section 2.6) and preparing an Issuer Request requesting the Indenture Trustee to authenticate and deliver replacement Notes in lieu of mutilated, destroyed, lost or stolen Notes (Section 2.6);

(e)           causing the Indenture Trustee to release property from the Lien of the Indenture (Section 2.9);

(f)            preparing Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.12);

(g)           ensuring that the Indenture Trustee maintains an office or agency in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.2);

(h)           directing the Indenture Trustee to deposit monies with any Note Paying Agents other than the Indenture Trustee (Section 3.3);

(i)            causing any newly appointed Note Paying Agents to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.3(b));

(j)            directing any Note Paying Agent to pay to the Indenture Trustee all sums to be held by the Indenture Trustee (Section 3.3(c));

(k)           obtaining and preserving the Issuer’s qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of the Indenture, the Notes and the Collateral (Section 3.4);

(l)            preparing all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments as may be required in connection with such supplement or amendment and taking such other action as is necessary or advisable to protect the Collateral (Section 3.5);

(m)          notifying the Indenture Trustee in an Officer’s Certificate of any Person with whom the Issuer has contracted to perform its duties under the Indenture (Section 3.6(b));

(n)           notifying the Indenture Trustee and the Rating Agencies of any Servicer Termination Event under the Sale and Servicing Agreements and, if such Servicer Termination Event arises from the failure of the Servicer to perform any of its duties and obligations under the Sale and Servicing Agreements with respect to the Receivables, taking all reasonable steps available to cause the Servicer to remedy such failure (Section 3.6(d));

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(o)           effecting the recording of the Indenture, if applicable, and obtaining an Opinion of Counsel (Section 3.8);

(p)           delivering the Opinion of Counsel on the Closing Date, the annual Opinions of Counsel as to the Collateral, the annual Officer’s Certificate and certain other statements as to compliance with the Indenture (Sections 3.8 and 3.9);

(q)           preparing and obtaining the documents and instruments required for the consolidation or merger of the Issuer with or into any other Person or the conveyance or transfer by the Issuer of any of its properties or assets to any other Person (Section 3.10);

(r)            notifying the Indenture Trustee and the Rating Agencies of each Event of Default under the Indenture (Section 3.15);

(s)            monitoring the Issuer’s obligations as to the satisfaction and discharge of the Indenture, preparing an Officer’s Certificate and obtaining the required Opinions of Counsel (Section 4.1);

(t)            notifying the Indenture Trustee (with a copy of such notice to any Qualified Institution (if not the Indenture Trustee) maintaining any Bank Accounts) of the occurrence of an event set forth in Section 5.1(a)(iii) of the Indenture, which with the giving of notice and the lapse of time would become an Event of Default, describing such Default, the status of such Default and what action the Administrator is taking or proposes to take with respect to such Default (Section 5.1);

(u)           complying with any written directive of the Indenture Trustee with respect to the sale of the Collateral at one or more public or private sales called and conducted in any manner permitted by law if an Event of Default has occurred and is continuing (Section 5.6);

(v)           causing the Servicer to comply with its duties and obligations under the Sale and Servicing Agreements (Section 5.17);

(w)          removing the Indenture Trustee upon the occurrence of one the events specified in Section 6.8(b) of the Indenture and appointing a successor Indenture Trustee upon the resignation or removal of the Indenture Trustee (Section 6.8);

(x)           notifying the Rating Agencies of the events specified in Section 6.9(a) of the Indenture (Section 6.9);

(y)           preparing any written instruments required to confirm the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of any co-trustee or separate trustee (Section 6.10);

(z)           inspecting the Indenture Trustee’s books and records (Section 6.13);

(aa)         furnishing the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.1);

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(bb)         preparing and, after execution by the Issuer, filing with the Securities and Exchange Commission and delivering to the Indenture Trustee documents and reports required to be filed with the Securities and Exchange Commission and any additional information, documents and reports (or summaries) with respect to compliance by the Issuer with the conditions and covenants of the Indenture required to be filed with the Securities and Exchange Commission under rules and regulations prescribed by the Securities and Exchange Commission (Section 7.3);

(cc)         notifying the Indenture Trustee of the listing of the Notes on any stock exchange (Section 7.4(b));

(dd)         notifying the Indenture Trustee if notice by publication is required (Section 7.5);

(ee)         preparing, obtaining and filing the instruments, opinions, certificates and other documents required for the release of property from the Lien of the Indenture (Section 8.6);

(ff)          preparing Issuer Orders and Officer’s Certificates, providing prior notice to the Rating Agencies, obtaining Opinions of Counsel, evidence of satisfaction or the Rating Agency Condition and the necessary consents with respect to the execution of supplemental indentures and preparing such supplemental indentures and notices with respect to the execution of such supplemental indentures (Sections 9.1 and 9.2);

(gg)         causing the execution of, and after execution by the Issuer, the delivery of new Notes conforming to any supplemental indenture (Section 9.6);

(hh)         preparing all Officer’s Certificates and obtaining Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.1(a)); and

(ii)           preparing Officer’s Certificates and obtaining Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.1(c)).

Section 3.3.           Duties of Administrator with respect to Hedge Agreements.  The Administrator will consult with the Owner Trustee regarding the duties of the Issuer under any Interest Rate Hedges.  The Administrator will monitor the performance of the Issuer and will advise the Owner Trustee when action is necessary to comply with the Issuer’s duties under any Interest Rate Hedges.  The Administrator will prepare, or cause to be prepared, for execution by the Issuer, or execute as Administrator on behalf of the Issuer, all documents that are the duty of the Issuer to prepare or deliver pursuant to any Interest Rate Hedges.  The Administrator will take all action that is the duty of the Issuer or the Owner Trustee to take pursuant to any Interest Rate Hedges, including:

(a)           Promptly following the early termination of any Interest Rate Hedge due to a “termination event” or “event of default” (as such terms are defined in such Interest Rate Hedge) (unless the Indenture Trustee is selling or liquidating the Collateral), the Administrator will use reasonable efforts to cause the Issuer to enter into a replacement interest rate hedge on terms similar to those of such Interest Rate Hedge with an eligible hedge counterparty.  If and to the extent any termination payments that are received from a Hedge Counterparty are to be applied

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as an initial payment to a replacement Hedge Counterparty, the Administrator will direct the Indenture Trustee to retain such amounts and will provide the Indenture Trustee with written instructions regarding the application and payment of such amounts.  If a Hedge Counterparty is required to collateralize the related Interest Rate Hedge, the Administrator will coordinate with the Indenture Trustee the establishment of collateral accounts, the holding of securities deposited therein and the investment of any cash deposited therein.

(b)           The Administrator will notify the Indenture Trustee of the occurrence or existence of a default, event of default or similar condition or event with respect to any Hedge Counterparty or any credit support provider for a Hedge Counterparty.

(c)           The Administrator will notify each Hedge Counterparty of any proposed amendment or supplement to any of the Receivables Purchase Agreements, the Sale and Servicing Agreements, the Indenture or the Trust Agreement and obtain the consent of each Hedge Counterparty, in each case, if and to the extent required pursuant to such agreement or the Interest Rate Hedges.

(d)           The Administrator will provide the Rating Agencies with a copy of any proposed amendment or supplement to any Interest Rate Hedge at least five days prior to the effective date of such amendment or supplement.  Such proposed amendment or supplement will be effective only after satisfaction of the Rating Agency Condition, unless such amendment or supplement clarifies any term or provision, corrects any inconsistency, cures any ambiguity or corrects any typographical error in such Interest Rate Hedge.

(e)           If the Administrator is designated as the Calculation Agent (as such term is defined in any Interest Rate Hedge) pursuant to any Interest Rate Hedge, it will perform such calculations and duties with respect to such Interest Rate Hedge.  The Administrator will calculate and notify each Hedge Counterparty and the Indenture Trustee of the notional amount of the applicable Interest Rate Hedge as of each Payment Date on or before the 12th day of the month in which such Payment Date occurs.  The Administrator will also obtain the determination of LIBOR from the Calculation Agent under the Indenture, will calculate the amount of all payments, receipts and termination payments payable on each Payment Date and will notify each Hedge Counterparty and the Indenture Trustee of such amounts prior to such Payment Date.

Section 3.4.           Additional Duties.

(a)           The Administrator will perform all duties required to be performed by the Administrator pursuant to the Indenture.

(b)           In addition to the duties of the Administrator set forth in Sections 3.1, 3.2 and 3.3, the Administrator will perform calculations and will prepare, file and deliver on behalf of the Issuer or the Owner Trustee, all such documents that the Issuer or the Owner Trustee is required to prepare, file or deliver pursuant to the Transaction Documents, and at the request of the Owner Trustee will take all appropriate action that the Issuer or the Owner Trustee is required to take pursuant to the Transaction Documents.  Subject to Section 6.1 of this Agreement, the Administrator will administer, perform or supervise the performance of such other activities in connection with the Collateral (including those under the Transaction Documents) that are not

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covered by any of the foregoing provisions and that are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator.

(c)           The Administrator will be responsible for performing the duties of the Owner Trustee set forth in Section 2.11 of the Trust Agreement, except that if the Owner Trustee is notified by the Administrator that the Issuer is deemed to be taxable as a partnership for U.S. federal income tax purposes, the Owner Trustee will retain responsibility for the distribution to the Depositors and the holders of the Depositor Interest such information as may be required to enable the Depositor and any such holder to prepare its U.S. federal and State income tax returns.

(d)           The Administrator will be responsible for notifying the Owner Trustee if any withholding tax is imposed on the Issuer’s payments (or allocations of income) to the holders of the Depositor Interest as contemplated by Section 4.1(c) of the Trust Agreement, the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to Section 4.1(c) of the Trust Agreement and the procedures to be followed to comply with the requirements under the Code.  The Administrator will notify the Owner Trustee in each instance that any additional tax withholding is subsequently required or any previously required tax withholding is no longer required.

(e)           The Administrator will perform the duties of the Administrator specified in Sections 7.2, 7.3 and 9.2 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee and any other duties required to be performed by the Administrator pursuant to the Trust Agreement.

(f)            The Administrator will either prepare, execute and deliver, or will direct the Servicer or the Depositors, as applicable, to prepare, execute and deliver, on behalf of the Issuer all certificates and other documents required to be delivered by the Sarbanes-Oxley Act of 2002.

(g)           Upon final distribution of any funds to the holders of the Depositor Interest, the Administrator will direct the Owner Trustee to cause the Certificate of Trust to be cancelled in accordance with Section 8.1(c) of the Trust Agreement.

Section 3.5.           Audits of the Administrator.  The Administrator will, upon reasonable prior notice, permit any authorized representative of the Issuer, the Depositors, the Owner Trustee or the Indenture Trustee, during the Administrator’s normal business hours, to examine and audit the books of account, records, reports and other documents and materials of the Administrator relating to the performance of the Administrator’s obligations under this Agreement.  In addition, the Administrator will permit such representatives to make copies and extracts of any such books and records and to discuss the same with the Administrator’s officers and Independent certified public accountants, all at such reasonable times and as often as may reasonably be requested.  Each of the Issuer, the Depositors, the Owner Trustee or the Indenture Trustee will, and will cause its authorized representatives to, hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that such party, may reasonably determine that such disclosure is consistent with its obligations under this Agreement.

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Section 3.6.Additional Information to be Furnished to the Issuer.  The Administrator will furnish to the Issuer such additional information regarding the Collateral as the Issuer may reasonably request.

Section 3.7.Prohibition on Certain Actions.  Notwithstanding anything to the contrary in this Agreement, the Administrator will not (a) make any payments to the Noteholders under the Transaction Documents, (b) sell the Collateral pursuant to Section 5.6 of the Indenture or (c) take any other action that the Owner Trustee or the Indenture Trustee directs the Administrator not to take on its behalf.

ARTICLE IV
INDEMNIFICATION

Section 4.1.Indemnification.

(a)The Depositors and the Administrator will, jointly and severally, indemnify, defend and hold harmless the Indenture Trustee (in each of its capacities under the Transaction Documents, including as Financial Institution) and its officers, directors, employees and agents (each, an “Indemnified Person”), from and against any and all costs, expenses, losses, damages, claims and liabilities (including the reasonable compensation, expenses and disbursements of the Indenture Trustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of and the performance of its duties under the Indenture or any Indenture Supplement, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under the Indenture or any Indenture Supplement and the other Transaction Documents, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Indenture Trustee through the Indenture Trustee’s willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) arising from the Indenture Trustee’s breach of any of its representations or warranties set forth in the Indenture.

(b)The Depositors and the Administrator will, jointly and severally, indemnify, defend and hold harmless the Owner Trustee and its officers, directors, employees and agents (each, an “Indemnified Person”), from and against any and all costs, expenses, losses, damages, claims and liabilities (including the reasonable compensation, expenses and disbursements of the Owner Trustee’s agents, counsel, accountants and experts) incurred by it in connection with the administration of and the performance of its duties under the Trust Agreement, including the costs and expenses of defending itself against any loss, damage, claim or liability incurred by it in connection with the exercise or performance of any of its powers or duties under the Indenture, but excluding any cost, expense, loss, damage, claim or liability (i) incurred by the Owner Trustee through the Owner Trustee’s own willful misconduct, bad faith or negligence (except for errors in judgment) or (ii) arising from the Owner Trustee’s breach of any of its representations or warranties set forth in the Trust Agreement.

(c)Promptly upon receipt by any Indemnified Person of notice of the commencement of any Proceeding against any such Indemnified Person, such Indemnified Person will, if a claim in respect of such Proceeding is to be made against the Depositors or the Administrator under Section 4.1(a) or (b), notify the Depositors and the Administrator of the commencement of such

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Proceeding.  The Depositors or the Administrator may participate in and assume the defense and settlement of any such Proceeding at its expense, and no settlement of such Proceeding may be made without the approval of the Depositor or the Administrator and such Indemnified Person, which approvals will not be unreasonably withheld, delayed or conditioned.  After notice from the Depositors or the Administrator to the Indemnified Person of the Depositors’ or the Administrator’s intention to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Depositors or the Administrator so assumes the defense of such Proceeding in a manner reasonably satisfactory to the Indemnified Person, as applicable, the Depositors or the Administrator will not be liable for any legal expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Depositors or the Administrator and an Indemnified Person, in which case the Depositors or the Administrator will pay for the separate counsel to the Indemnified Person which is reasonably satisfactory to the Administrator.  The obligations of the Administrator under this Article IV will survive the termination of this Agreement.

ARTICLE V
RESIGNATION AND REMOVAL OF THE ADMINISTRATOR;
TERM OF AGREEMENT

Section 5.1.Resignation and Removal of the Administrator.

(a)Subject to Section 5.2(a), the Administrator may resign its duties under this Agreement by providing the Issuer, the Owner Trustee and the Indenture Trustee with at least 60 days’ prior notice.

(b)Subject to Section 5.2(a), if any of the following events occurs and is continuing, the Owner Trustee, with the consent of Noteholders of Notes evidencing not less than a majority of the Note Balance of the each Series (or if no Notes are Outstanding, the holders of the Depositor Interest), by notice to the Administrator may terminate all of the rights and obligations of the Administrator under this Agreement:

(i)the Administrator defaults in the performance of any of its duties under this Agreement and, after notice of such default by the Issuer, the Indenture Trustee or the Owner Trustee, does not cure such default within 15 days (or, if such default cannot be cured in such time, does not give within 15 days such assurance of cure as is reasonably satisfactory to the Issuer); or

(ii)an Insolvency Event occurs with respect to the Administrator.

(c)The Administrator will notify the Issuer and the Indenture Trustee within five Business Days after the occurrence of an Insolvency Event with respect to the Administrator.

Section 5.2.Appointment of Successor Administrator.

(a)No resignation or removal of the Administrator pursuant to Section 5.1(a) or (b) will be effective until (i) a successor Administrator has been appointed by the Issuer at the direction of Noteholders of a majority of the Note Balance of each Series, or if no Notes are Outstanding, by the holders of the Depositor Interest, (ii) such successor Administrator has

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executed, acknowledged and delivered to the Issuer and to its predecessor Administrator an instrument accepting its appointment under this Agreement, and (iii) the Rating Agency Condition has been satisfied with respect to the proposed appointment.  The Issuer will notify the Indenture Trustee of any such resignation or removal.

(b)Upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreements, the Administrator will immediately resign and such Successor Servicer will automatically become the Administrator under this Agreement.

Section 5.3.Action upon Termination, Resignation or Removal.  Promptly upon the effective date of termination of this Agreement pursuant to Section 5.4 or the resignation or removal of the Administrator pursuant to Sections 5.1 or 5.2(b), the Administrator will be entitled to be paid all fees and reimbursable expenses accruing to it through the date of such termination, resignation or removal.  If this Agreement is terminated pursuant to Section 5.4, the Administrator will promptly deliver to the Issuer all property and documents relating to the Collateral then in the custody of the Administrator.  If the Administrator resigns or is removed pursuant to Sections 5.1 or 5.2(b), the Administrator will cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator to the successor Administrator.

Section 5.4.Term of Agreement.  This Agreement will continue in force until the termination of the Issuer in accordance with Section 8.1 of the Trust Agreement, upon which event this Agreement will automatically terminate.

ARTICLE VI
MISCELLANEOUS

Section 6.1.Independence of Administrator.  The Administrator will be an independent contractor and will not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations under this Agreement.  Unless expressly authorized by the Issuer, the Administrator will have no authority to act for or represent the Issuer or the Owner Trustee in any way and will not otherwise be deemed an agent of the Issuer or the Owner Trustee.  Nothing contained in this Agreement will constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.2.Transactions with Affiliates; Other Transactions.  In carrying out any of its obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates.  Nothing in this Agreement will prevent the Administrator or its Affiliates from engaging in other businesses or from acting in a similar capacity as an administrator for any other person or entity even though such person or entity may engage in business activities similar to those of the Issuer.

Section 6.3.Amendments.  This Agreement may be amended by a written amendment executed and delivered by the Issuer, the Administrator and the Indenture Trustee, with the consent of the Owner Trustee, without the consent of the Noteholders, so long as the Issuer or the Administrator delivers an Opinion of Counsel to the Indenture Trustee and the Owner

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Trustee to the effect that such amendment will not materially adversely affect the interest of the Noteholders.  This Agreement also may be amended by the Issuer, the Administrator and the Indenture Trustee with the consent of the Owner Trustee and the Noteholders of a majority of the Note Balance of each Series; provided that no such amendment may reduce the percentage of the Noteholders required to consent to any such amendment, without the consent of each Noteholder adversely affected.

Section 6.4.Notices.

(a)All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given:

(i)upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

(ii)in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)in the case of an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreements or at such other address as any party may designate by notice to the other parties.

(b)Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of the Clearing Agency.  Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 6.5.Assignment.  This Agreement may not be assigned by the Administrator unless the Administrator obtains the consent of the Issuer and the Owner Trustee and satisfaction of the Rating Agency Condition for such action.  Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee or satisfaction of the Rating Agency Condition to a Person that is a successor (by merger, consolidation or purchase of assets) to the Administrator or to an Affiliate of the Administrator; provided that such Person or such Affiliate executes and delivers to the Issuer, the Owner Trustee and the Indenture Trustee an agreement in which such Person or such Affiliate agrees to be bound under this Agreement in the same manner as the Administrator is bound under this

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Agreement.  Subject to the foregoing, this Agreement will bind any successors or assigns of the parties to this Agreement.

Section 6.6.Third-Party Beneficiary.  This Agreement will inure to the benefit of and be binding upon the parties to this Agreement.  The Owner Trustee will be a third-party beneficiary of this Agreement.  Except as otherwise provided in this Agreement, no other Person will have any right or obligation under this Agreement.

Section 6.7.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 6.8.Submission to Jurisdiction.  The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement.  The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 6.9.WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 6.10.Severability.  If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.

Section 6.11.Counterparts.  This Agreement may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

Section 6.12.Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of any provision of this Agreement.

Section 6.13.No Petition.

(a)Notwithstanding any prior termination of this Agreement, the Depositors, the Administrator, the Owner Trustee and the Indenture Trustee will not, before the date which is one year and one day (or, if longer, any applicable preference period) after the payment in full of the Notes, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any U.S. federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Tranasction Documents.

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(b)Notwithstanding any prior termination of this Agreement, the Issuer, the Administrator, the Owner Trustee and the Indenture Trustee will not, before the date which is one year and one day (or, if longer, any applicable preference period) after the payment in full of all securities issued by either Depositors or by a trust for which such Depositor was depositor, institute against, or join any other Person in instituting against, such Depositor any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any U.S. federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Transaction Documents.

Section 6.14.Not Applicable to Ford Credit in Other Capacities.  Nothing in this Agreement will affect any right or obligation Ford Credit may have in any other capacity.

Section 6.15.Limitation of Liability of Owner Trustee and Indenture Trustee.

(a)This Agreement has been signed on behalf of the Issuer by U.S. Bank Trust National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer.  In no event will U.S. Bank Trust National Association in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement or in any of the certificates, notices or agreements delivered pursuant to this Agreement.  For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

(b)This Agreement has been signed by The Bank of New York Mellon, not in its individual capacity but solely as Indenture Trustee.  In no event will The Bank of New York Mellon have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer under this Agreement or in any of the certificates, notices or agreements delivered pursuant to this Agreement, as to all of which recourse will be had solely to the assets of the Issuer.  For all purposes of this Agreement, the Indenture Trustee will be subject to, and entitled to the benefits of, the terms and provisions of the Indenture.

[Remainder of Page Intentionally Left Blank]

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EXECUTED BY:

FORD CREDIT FLOORPLAN MASTER OWNER
	TRUST A, as Issuer
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner Trustee
By::	/s/ Julia Linian
	Name: Julia Linian
	Title: Assistant Vice President
THE BANK OF NEW YORK MELLON,
	not in its individual capacity,
	but solely as Indenture Trustee
By:	/s/ Esther D. Antoine
	Name: Esther D. Antoine
	Title: Senior Associate
FORD MOTOR CREDIT COMPANY LLC,
	as Administrator
By:	/s/ Scott D. Krohn
	Name: Scott D. Krohn
	Title: Assistant Treasurer

ACKNOWLEDGED AND AGREED WITH
	RESPECT TO THE AMENDMENT OF
	THIS AGREEMENT:
U.S. BANK TRUST NATIONAL ASSOCIATION,
	not in its individual capacity,
	but solely as Owner Trustee
By:	/s/ Julia Linian
	Name: Julia Linian
	Title: Assistant Vice President

[Signature Page to Administration Agreement (MOTA)]

EX-10.9

EXHIBIT 10.9

EXECUTION VERSION

ACCOUNT CONTROL AGREEMENT

between

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Grantor

and

THE BANK OF NEW YORK MELLON
 as Secured Party and Financial Institution

Dated as of December 1, 2010

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		2
Section 1.1.	Usage and Definitions	2
ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS		2
Section 2.1.	Description of Accounts	2
Section 2.2.	Account Modifications	2
Section 2.3.	Type of Account	2
Section 2.4.	Securities Account Provisions	3
ARTICLE III SECURED PARTY CONTROL		3
Section 3.1.	Control for Purposes of UCC	3
Section 3.2.	Conflicting Orders or Instructions	3
ARTICLE IV INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS		3
Section 4.1.	Investment of Funds	3
ARTICLE V SUBORDINATION OF LIEN; WAIVER OF SET-OFF		4
Section 5.1.	Subordination	4
Section 5.2.	Set-off and Recoupment	4
ARTICLE VI OTHER AGREEMENTS		4
Section 6.1.	Adverse Claim	4
Section 6.2.	Correspondence, Statements and Confirmations	4
Section 6.3.	Representation of the Financial Institution	4
Section 6.4.	Release of Financial Institution	4
Section 6.5.	Termination	5
Section 6.6.	Existence of Other Agreements	5
Section 6.7.	Notice	5
ARTICLE VII MISCELLANEOUS		5
Section 7.1.	Amendment	5
Section 7.2.	Conflict With Other Agreement	5
Section 7.3.	Location of Financial Institution	5
Section 7.4.	GOVERNING LAW	6
Section 7.5.	Submission to Jurisdiction	6
Section 7.6.	WAIVER OF JURY TRIAL	6
Section 7.7.	Successors	6
Section 7.8.	Notices	6
Section 7.9.	Severability	7
Section 7.10.	Counterparts	7
Section 7.11.	Headings	7
Section 7.12.	No Petition	7
Section 7.13.	Limitation of Liability of Secured Party	7
Section 7.14.	Limitation of Liability of the Owner Trustee	7

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ACCOUNT CONTROL AGREEMENT, dated as of December 1, 2010 (this “Agreement”), between FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as Grantor (the “Grantor”), THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee for the benefit of the Noteholders (in such capacity, the “Secured Party”), and THE BANK OF NEW YORK MELLON in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in such capacities, the “Financial Institution”).

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.           Usage and Definitions.  Capitalized terms used but not otherwise defined in this Agreement are defined in Appendix A to (a) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan Corporation, as Depositor, the Grantor, as Issuer, and Ford Motor Credit Company LLC, as Servicer, and (b) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan LLC, as Depositor, the Issuer and the Servicer.  Each Appendix A also contains rules as to usage applicable to this Agreement.  Each Appendix A is incorporated by reference into this Agreement.  All references to the “UCC” mean the Uniform Commercial Code as in effect in the State of New York.

ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS

Section 2.1.           Description of Accounts.  The Financial Institution has established the following accounts (each, a “Collateral Account”):

“Collection Account—The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A” with account number 232979;

“Excess Funding Account—The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A” with account number 232984; and

“Back-up Servicer Reserve Account—The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A” with account number 235974.

Section 2.2.           Account Modifications.  Neither the Financial Institution nor the Grantor will change the name or account number of any Collateral Account without the prior written consent of the Secured Party.

Section 2.3.           Type of Account.  The Financial Institution agrees that each Collateral Account is, and will be maintained as, either (a) a “securities account” (as defined in Section 8-501 of the UCC) or (b) a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

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Section 2.4.           Securities Account Provisions.  If and to the extent any Collateral Account is a securities account (within the meaning of Section 8-501 of the UCC) the Financial Institution agrees that:

(a)           all securities, financial assets or other investment property (other than cash) credited to each Collateral Account will be registered in the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained in the name of the Financial Institution.  In no case will any financial asset credited to any Collateral Account be registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless the foregoing have been specially indorsed to the Financial Institution or in blank; and

(b)           all financial assets delivered to the Financial Institution pursuant to the Indenture will be promptly credited to the appropriate Collateral Account; and each item of property (whether investment property, financial asset, security or instrument) credited to any Collateral Account will be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

ARTICLE III
SECURED PARTY CONTROL

Section 3.1.           Control for Purposes of UCC.  If the Financial Institution receives any order from the Secured Party or its authorized agent (a) directing disposition of funds in any Collateral Account or (b) directing transfer or redemption of the financial assets relating to the Collateral Accounts (a “Secured Party Order”), the Financial Institution will comply with the Secured Party Order without further consent by the Grantor or any other person.

Section 3.2.           Conflicting Orders or Instructions.  Notwithstanding anything to the contrary contained in this Agreement, if at any time, the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor.  The Financial Institution will (a) have no obligation to investigate or inquire as to whether the Secured Party is entitled pursuant to the Indenture or otherwise to deliver any Secured Party Order and (b) be entitled to rely on communications (including Secured Party Orders) believed by it in good faith to be genuine and given by the appropriate party.

ARTICLE IV
INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS

Section 4.1.           Investment of Funds.  If (i) the Financial Institution has not otherwise received a Secured Party Order regarding the investment of funds held in the Collateral Accounts by 11:00 a.m. New York time (or such other time as may be agreed between the Financial Institution and the Grantor) on the Business Day preceding a Payment Date, or (ii) a Default or Event of Default has occurred and is continuing with respect to the Notes and the Indenture Trustee has provided notice of such continuing Default or Event of Default to the Financial Institution, the Financial Institution will, to the fullest extent practicable, invest and reinvest

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funds in such Collateral Account in accordance with the last investment instruction received, which will be deemed to be effective with respect to such investment.

ARTICLE V
SUBORDINATION OF LIEN; WAIVER OF SET-OFF

Section 5.1.           Subordination.  If the Financial Institution has, or subsequently obtains, by agreement, by operation of law or otherwise a security interest in any Collateral Account (or any portion thereof), the Financial Institution agrees that such security interest will be subordinate to the security interest of the Secured Party.

Section 5.2.           Set-off and Recoupment.  The financial assets, money and other items credited to each Collateral Account will not be subject to deduction, set-off, recoupment, banker’s lien, or any other right in favor of any person other than the Secured Party.  However, the Financial Institution may set off (a) all amounts due to the Financial Institution in respect of customary fees and expenses for the routine maintenance and operation of each Collateral Account, (b) the face amount of any checks which have been credited to a Collateral Account but are subsequently returned unpaid because of uncollected or insufficient funds and (c) any advances made in connection with the settlement of any investment made with respect to the Collateral Accounts.

ARTICLE VI
OTHER AGREEMENTS

Section 6.1.           Adverse Claim.  Except for the claims and interests of the Secured Party and the Grantor, the Financial Institution does not know of any lien on, or claim to, or interest in, any Collateral Account or in any “financial asset” (as defined in Section 8-102(a) of the UCC), cash or funds credited thereto.

Section 6.2.           Correspondence, Statements and Confirmations.  The Financial Institution will promptly send copies of all statements, confirmations and other correspondence concerning any Collateral Account and, if applicable, any financial assets credited thereto, simultaneously to the Grantor and the Secured Party.

Section 6.3.           Representation of the Financial Institution.  The Financial Institution represents that this Agreement is the valid and legally binding obligation of the Financial Institution.

Section 6.4.           Release of Financial Institution.  The Grantor and the Secured Party agree that the Financial Institution is released from any and all liabilities to the Grantor and the Secured Party arising from the terms of this Agreement and the compliance of the Financial Institution with the terms hereof, except to the extent that such liabilities arise from the Financial Institution’s negligence.  In no event will the Financial Institution be liable, directly or indirectly, to any person or entity for any indirect, special, incidental or consequential damages of any kind whatsoever (including lost profit), even if the Financial Institution has been advised of the likelihood of such loss or damage and regardless of the form of action.

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Section 6.5.           Termination.  The obligations of the Financial Institution to the Secured Party pursuant to this Agreement will continue in effect until the security interests of the Secured Party in each Collateral Account have been terminated pursuant to the terms of the Indenture and the Secured Party has notified the Financial Institution of such termination in writing.  The Financial Institution may terminate its obligations under this Agreement if the Secured Party resigns or is removed as Indenture Trustee pursuant to the Indenture; provided that such termination will not be effective until the Collateral Accounts have been established with, and transferred to, another securities intermediary which has agreed to assume the obligations of the Financial Institution under this Agreement. The termination of this Agreement will not terminate any Collateral Account or alter the obligations of the Financial Institution to the Grantor pursuant to any other agreement with respect to any Collateral Account.

Section 6.6.           Existence of Other Agreements.  The Financial Institution confirms and agrees that:

(a)           There are no other agreements entered into between the Financial Institution and the Grantor with respect to any Collateral Account other than the Indenture;

(b)           The Financial Institution has not entered into, and until the termination of this Agreement will not enter into, any agreement with any other person relating any Collateral Account pursuant to which it has agreed to comply with entitlement orders (as defined in Section 8-102(a)(8) of the UCC) or instructions (within the meaning of Section 9-104 of the UCC) of such other person; and

(c)           The Financial Institution has not entered into, and until the termination of this Agreement will not enter into, any agreement purporting to limit or condition the obligation of the Financial Institution to comply with entitlement orders or instructions.

Section 6.7.           Notice.  If any person asserts any lien, encumbrance or adverse claim (including any writ, garnishment, judgment, warrant of attachment, execution or similar process) against any Collateral Account (or in any financial asset, cash or funds carried therein), the Financial Institution will promptly notify the Secured Party.

ARTICLE VII
MISCELLANEOUS

Section 7.1.           Amendment.  No amendment or modification of this Agreement or waiver of any right under this Agreement will be binding on any party to this Agreement unless it is in writing and is signed by all of the parties to this Agreement.

Section 7.2.           Conflict With Other Agreement.  In the event of any conflict between this Agreement (or any portion thereof) and any other agreement now existing or hereafter entered into, the terms of this Agreement will prevail.

Section 7.3.           Location of Financial Institution.  Regardless of any provision in any other agreement, for purposes of the UCC, New York will be the location of the bank for purposes of Sections 9-301, 9-304 and 9-305 of the UCC and the securities intermediary for purposes of Sections 9-301 and 9-305 and Section 8-110 of the UCC.

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Section 7.4.           GOVERNING LAW.  THIS AGREEMENT AND EACH COLLATERAL ACCOUNT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

Section 7.5.           Submission to Jurisdiction.  The parties submit to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for purposes of all legal proceedings arising out of or relating to this Agreement. The parties irrevocably waive, to the fullest extent they may do so, any objection that they may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.

Section 7.6.           WAIVER OF JURY TRIAL.  EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.

Section 7.7.           Successors.  The terms of this Agreement will be binding upon, and will be for the benefit of, the parties hereto and their respective successors and assigns and will apply to any successor account to any Collateral Account.

Section 7.8.           Notices.  (a)           All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing and will be deemed to have been given:

(i)    upon delivery or, in the case of a letter mailed by registered first class mail, postage prepaid, three days after deposit in the mail;

(ii)   in the case of a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)  in the case of an email, when receipt is confirmed by telephone, reply email from the recipient; and

(iv)  in the case of an electronic posting to a password-protected website to which the recipient has been provided access, upon delivery (without the requirement of confirmation of receipt) of an email to such recipient stating that such electronic posting has occurred.

Any such notice, request, demand, consent or other communication must be delivered or addressed as set forth on Schedule B to the Sale and Servicing Agreements or at such other address as any party may designate by notice to the other parties.

(b)           Any notice required or permitted to be mailed to a Noteholder (i) in the case of Definitive Notes, must be sent by overnight delivery, mailed by registered first class mail, postage prepaid, or sent by fax, to the address of such Person as shown in the Note Register or (ii) in the case of Book-Entry Notes, must be delivered pursuant to the applicable procedures of

6

the Clearing Agency.  Any notice so mailed within the time prescribed in this Agreement will be conclusively presumed to have been properly given, whether or not the Noteholder receives such notice.

Section 7.9.           Severability.  If any of the covenants, agreements or terms of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining covenants, agreements or terms of this Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.

Section 7.10.         Counterparts.  This Agreement may be executed in any number of counterparts.  Each counterpart will be an original, and all counterparts will together constitute one and the same instrument.

Section 7.11.         Headings.  The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of this Agreement.

Section 7.12.         No Petition.  Notwithstanding any prior termination of this Agreement, the Secured Party, the Financial Institution and the Indenture Trustee will not, before the date which is one year and one day (or, if longer, any applicable preference period) after the payment in full of all the Notes, institute against, or join any other Person in instituting against, the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any U.S. federal or State bankruptcy or similar law in connection with any obligations relating to the Notes, this Agreement or any of the Transaction Documents.

Section 7.13.         Limitation of Liability of Secured Party.  For all purposes of this Agreement, the Secured Party, as Indenture Trustee under the Indenture, will be subject to, and entitled to the benefits of, the terms and provisions of the Indenture applicable to the Indenture Trustee.

Section 7.14.         Limitation of Liability of the Owner Trustee.  Notwithstanding anything in this Agreement to the contrary, this Agreement has been signed on behalf of the Grantor by U.S. Bank Trust National Association not in its individual capacity but solely in its capacity as Owner Trustee of the Grantor and in no event will U.S. Bank Trust National Association in its individual capacity or any beneficial owner of the Grantor have any liability for the representations, warranties, covenants, agreements or other obligations of the Grantor under this Agreement, as to all of which recourse may be had solely to the assets of the Grantor .  For all purposes of this Agreement, in the performance of any duties or obligations of the Grantor under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the terms and provisions of the Trust Agreement.

[Remainder of Page Intentionally Left Blank]

7

EXECUTED BY:

FORD CREDIT FLOORPLAN MASTER OWNER
	TRUST A, as Grantor
By:	U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Owner Trustee of Ford Credit Floorplan Master Owner Trust A
By:	/s/ Julia Linian
	Name: Julia Linian
	Title: Assistant Vice President
THE BANK OF NEW YORK MELLON,
	as Secured Party
By:	/s/ Esther D. Antoine
	Name: Esther D. Antoine
	Title: Senior Associate
THE BANK OF NEW YORK MELLON,
	as Financial Institution
By:	/s/ Esther D. Antoine
	Name: Esther D. Antoine
	Title: Senior Associate

[Signature Page to Account Control Agreement]

EX-10.10

EXHIBIT 10.10

DISPUTE RESOLUTION SUPPLEMENT

among

FORD MOTOR CREDIT COMPANY LLC,
as Seller and Servicer

FORD CREDIT FLOORPLAN CORPORATION,
as Depositor

and

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer

Dated as of              , 20

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II SUPPLEMNTAL TERMS		1
Section 2.1.	Receivables Purchase Agreement	1
Section 2.2.	Sale and Servicing Agreement	1
ARTICLE III MISCELLANEOUS		5
Section 3.1.	Ratification of Agreement	5
Section 3.2.	GOVERNING LAW	5
Section 3.3.	Counterparts	5

i

DISPUTE RESOLUTION SUPPLEMENT, dated as of        , 20   (this “Supplement”), among FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Seller and Servicer, FORD CREDIT FLOORPLAN CORPORATION, a Delaware corporation, as Depositor, and FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as Issuer.

BACKGROUND

The Seller and the Depositor are parties to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (the “Receivables Purchase Agreement”) and the Depositor, the Servicer and the Issuer are parties to the Firth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (the “Sale and Servicing Agreement” and, together with the Receivables Purchase Agreement, the “Agreements”).

In connection with securitization transactions sponsored by Ford Credit, the parties have determined to supplement the Receivables Purchase Agreement and the Sale and Servicing Agreement to include certain dispute resolution terms as stated below.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not defined in this Supplement are defined in Appendix A to the Sale and Servicing Agreement.  Appendix A also contains usage rules that apply to this Supplement.  Appendix A is incorporated by reference in this Supplement.

ARTICLE II
SUPPLEMNTAL TERMS

Section 2.1.Receivables Purchase Agreement.  The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

“(d)Dispute Resolution.  The Seller agrees to be bound by the dispute resolution terms in Section 2.12 of the Sale and Servicing Agreement as if they were part of this Agreement.”

Section 2.2.Sale and Servicing Agreement.  The Sale and Servicing Agreement is supplemented as follows:

(a)Definitions.  The following definitions are added alphabetically to Appendix A:

“ADR Organization” means [The American Arbitration Association] or, if [The American Arbitration Association] no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by the Seller.

“ADR Rules” means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.

“Asset Representations Review Agreement” has, for a Shelf-Eligible Series, the meaning stated in the related Indenture Supplement.

“Requesting Party” has the meaning stated in Section 2.12 of the Sale and Servicing Agreement.

“Review” has, for a Shelf-Eligible Series, the meaning stated in the Asset Representations Review Agreement.

“Review Report” has, for a Shelf-Eligible Series, the meaning stated in the Asset Representations Review Agreement.

“Shelf-Eligible Series” means each Series of Notes registered with the Securities and Exchange Commission on Form SF-3, and any other Series of Notes having the benefit of the asset representations review, dispute resolution and noteholder communication provisions described in Form SF-3 and designated as a “Shelf-Eligible Series” in the related Indenture Supplement.

“Test Fail” has, for a Shelf-Eligible Series, the meaning stated in the Asset Representations Review Agreement.

(b)Dispute Resolution Terms.  The following terms are added as Section 2.12:

“Section 2.12Dispute Resolution.

(a)Referral to Dispute Resolution.  If the Issuer, the Owner Trustee, the Indenture Trustee or a Noteholder (the “Requesting Party”) for a Shelf-Eligible Series requests that the Depositor and/or Ford Credit, as Seller under the Receivables Purchase Agreement, repurchase a Receivable due to an alleged breach of a representation and warranty in Section 2.4(a) or in Section 2.3(a) of the Receivables Purchase Agreement (each, a “Repurchase Request”), and the Repurchase Request has not been resolved within 180 days after the Depositor or the Seller receives the Repurchase Request, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration.  However, if the Receivable subject to a Repurchase Request was part of a Review and the Review Report showed no Test Fails for the Receivable, the Repurchase Request for the Receivable will be deemed to be resolved.  The Requesting Party must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within 90 days after the end of the 180-day period.  The Depositor and the Seller agree to participate in the dispute resolution method selected by the Requesting Party.

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(b)Mediation.  If the Requesting Party selects mediation for dispute resolution:

(i)The mediation will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with the procedures for mediation stated in this Section 2.12, the procedures in this Section 2.12 will control.

(ii)A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years of experience in commercial litigation and, if possible, commercial finance or asset-backed securitization matters.

(iii)The mediation will start within [15] days after the selection of the mediator and conclude within [30] days after the start of the mediation.

(iv)Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.

(v)If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 2.12.

(c)Arbitration.  If the Requesting Party selects arbitration for dispute resolution:

(i)The arbitration will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 2.12, the procedures in this Section 2.12 will control.

(ii)A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years of experience in commercial litigation and, if possible, commercial finance or asset-backed securitization matters.  The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration.  Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule.  The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(iii)The arbitrator will have the authority to schedule, hear and determine any motions according to New York law, and will do so at the motion of any party.  Discovery will be completed with [30] days of selection of the arbitrator and will be limited for each party to [two] witness depositions not to exceed five hours, [two] interrogatories, [one] document request and [one] request for admissions.

3

However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary.  Briefs will be limited to no more than [ten] pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no later than [60] days after the selection of the arbitrator and will proceed for no more than [six] consecutive Business Days with equal time allocated to each party for the presentation of direct evidence and cross examination.  The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.

(iv)The arbitrator will make its final determination no later than [90] days after its selection.  The arbitrator will resolve the dispute according to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other Transaction Documents in any way.  The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them.  In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion.  The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties.  The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction.

(v)By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(vi)The Requesting Party may not bring a putative or certificated class action to arbitration.  If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

(d)Additional Conditions.  For each mediation or arbitration:

(i)Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Depositor or the Seller.  Any party or witness may participate by teleconference or video conference.

(ii)The Depositor, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

(iii)Neither the Depositor nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration.

4

The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding.  The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 2.12), except as required by law, regulatory requirement or court order.  If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.”

ARTICLE III
MISCELLANEOUS

Section 3.1.Ratification of Agreement.  Each of the Receivables Purchase Agreement and the Sale and Servicing Agreement, as supplemented by this Supplement, is ratified and confirmed.

Section 3.2.GOVERNING LAW.  THIS SUPPLEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 3.3.Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

5

EXECUTED BY:
	FORD MOTOR CREDIT COMPANY LLC,
	as Seller and Servicer
	By:
		Name:
		Title:
	FORD CREDIT FLOORPLAN CORPORATION,
	as Depositor
	By:
		Name:
		Title:
	FORD CREDIT FLOORPLAN MASTER OWNER
	TRUST A, as Issuer
	By:		, not in its
		individual capacity, but solely as Owner Trustee
	By:
		Name:
		Title:

[Signature Page to Dispute Resolution Supplement (FCF Corp)]

EX-10.11

EXHIBIT 10.11

DISPUTE RESOLUTION SUPPLEMENT

among

FORD MOTOR CREDIT COMPANY LLC,
as Seller and Servicer

FORD CREDIT FLOORPLAN LLC,
as Depositor

and

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer

Dated as of              , 20

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
ARTICLE II SUPPLEMNTAL TERMS		1
Section 2.1.	Receivables Purchase Agreement	1
Section 2.2.	Sale and Servicing Agreement	1
ARTICLE III MISCELLANEOUS		5
Section 3.1.	Ratification of Agreement	5
Section 3.2.	GOVERNING LAW	5
Section 3.3.	Counterparts	5

i

DISPUTE RESOLUTION SUPPLEMENT, dated as of        , 20   (this “Supplement”), among FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Seller and Servicer, FORD CREDIT FLOORPLAN LLC, a Delaware limited liability company, as Depositor, and FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as Issuer.

BACKGROUND

The Seller and the Depositor are parties to the Fourth Amended and Restated Receivables Purchase Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (the “Receivables Purchase Agreement”) and the Depositor, the Servicer and the Issuer are parties to the Firth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010 (the “Sale and Servicing Agreement” and, together with the Receivables Purchase Agreement, the “Agreements”).

In connection with securitization transactions sponsored by Ford Credit, the parties have determined to supplement the Receivables Purchase Agreement and the Sale and Servicing Agreement to include certain dispute resolution terms as stated below.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not defined in this Supplement are defined in Appendix A to the Sale and Servicing Agreement.  Appendix A also contains usage rules that apply to this Supplement.  Appendix A is incorporated by reference in this Supplement.

ARTICLE II
SUPPLEMNTAL TERMS

Section 2.1.Receivables Purchase Agreement.  The Receivables Purchase Agreement is supplemented by the addition of the following terms as Section 2.3(d):

“(d)Dispute Resolution.  The Seller agrees to be bound by the dispute resolution terms in Section 2.12 of the Sale and Servicing Agreement as if they were part of this Agreement.”

Section 2.2.Sale and Servicing Agreement.  The Sale and Servicing Agreement is supplemented as follows:

(a)Definitions.  The following definitions are added alphabetically to Appendix A:

“ADR Organization” means [The American Arbitration Association] or, if [The American Arbitration Association] no longer exists or if its ADR Rules would no longer permit mediation or arbitration, as applicable, of the dispute, another nationally recognized mediation or arbitration organization selected by the Seller.

“ADR Rules” means the relevant rules of the ADR Organization for mediation (including non-binding arbitration) or binding arbitration, as applicable, of commercial disputes in effect at the time of the mediation or arbitration.

“Asset Representations Review Agreement” has, for a Shelf-Eligible Series, the meaning stated in the related Indenture Supplement.

“Requesting Party” has the meaning stated in Section 2.12 of the Sale and Servicing Agreement.

“Review” has, for a Shelf-Eligible Series, the meaning stated in the Asset Representations Review Agreement.

“Review Report” has, for a Shelf-Eligible Series, the meaning stated in the Asset Representations Review Agreement.

“Shelf-Eligible Series” means each Series of Notes registered with the Securities and Exchange Commission on Form SF-3, and any other Series of Notes having the benefit of the asset representations review, dispute resolution and noteholder communication provisions described in Form SF-3 and designated as a “Shelf-Eligible Series” in the related Indenture Supplement.

“Test Fail” has, for a Shelf-Eligible Series, the meaning stated in the Asset Representations Review Agreement.

(b)Dispute Resolution Terms.  The following terms are added as Section 2.12:

“Section 2.12Dispute Resolution.

(a)Referral to Dispute Resolution.  If the Issuer, the Owner Trustee, the Indenture Trustee or a Noteholder (the “Requesting Party”) for a Shelf-Eligible Series requests that the Depositor and/or Ford Credit, as Seller under the Receivables Purchase Agreement, repurchase a Receivable due to an alleged breach of a representation and warranty in Section 2.4(a) or in Section 2.3(a) of the Receivables Purchase Agreement (each, a “Repurchase Request”), and the Repurchase Request has not been resolved within 180 days after the Depositor or the Seller receives the Repurchase Request, the Requesting Party may refer the matter, in its discretion, to either mediation (including non-binding arbitration) or binding third-party arbitration.  However, if the Receivable subject to a Repurchase Request was part of a Review and the Review Report showed no Test Fails for the Receivable, the Repurchase Request for the Receivable will be deemed to be resolved.  The Requesting Party must start the mediation or arbitration proceeding according to the ADR Rules of the ADR Organization within 90 days after the end of the 180-day period.  The Depositor and the Seller agree to participate in the dispute resolution method selected by the Requesting Party.

2

(b)Mediation.  If the Requesting Party selects mediation for dispute resolution:

(i)The mediation will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with the procedures for mediation stated in this Section 2.12, the procedures in this Section 2.12 will control.

(ii)A single mediator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The mediator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years of experience in commercial litigation and, if possible, commercial finance or asset-backed securitization matters.

(iii)The mediation will start within [15] days after the selection of the mediator and conclude within [30] days after the start of the mediation.

(iv)Expenses of the mediation will be allocated to the parties as mutually agreed by them as part of the mediation.

(v)If the parties fail to agree at the completion of the mediation, the Requesting Party may refer the Repurchase Request to arbitration under this Section 2.12.

(c)Arbitration.  If the Requesting Party selects arbitration for dispute resolution:

(i)The arbitration will be administered by the ADR Organization using its ADR Rules.  However, if any ADR Rules are inconsistent with the procedures for arbitration stated in this Section 2.12, the procedures in this Section 2.12 will control.

(ii)A single arbitrator will be selected by the ADR Organization from a list of neutrals maintained by it according to the ADR Rules.  The arbitrator must be impartial, an attorney admitted to practice in the State of New York and have at least [15] years of experience in commercial litigation and, if possible, commercial finance or asset-backed securitization matters.  The arbitrator will be independent and impartial and will comply with the Code of Ethics for Arbitrators in Commercial Disputes in effect at the time of the arbitration.  Before accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the proceedings within the stated time schedule.  The arbitrator may be removed by the ADR Organization for cause consisting of actual bias, conflict of interest or other serious potential for conflict.

(iii)The arbitrator will have the authority to schedule, hear and determine any motions according to New York law, and will do so at the motion of any party.  Discovery will be completed with [30] days of selection of the arbitrator and will be limited for each party to [two] witness depositions not to exceed five hours, [two] interrogatories, [one] document request and [one] request for admissions.

3

However, the arbitrator may grant additional discovery on a showing of good cause that the additional discovery is reasonable and necessary.  Briefs will be limited to no more than [ten] pages each, and will be limited to initial statements of the case, motions and a pre-hearing brief.  The evidentiary hearing on the merits will start no later than [60] days after the selection of the arbitrator and will proceed for no more than [six] consecutive Business Days with equal time allocated to each party for the presentation of direct evidence and cross examination.  The arbitrator may allow additional time for discovery and hearings on a showing of good cause or due to unavoidable delays.

(iv)The arbitrator will make its final determination no later than [90] days after its selection.  The arbitrator will resolve the dispute according to the terms of this Agreement and the other Transaction Documents, and may not modify or change this Agreement or the other Transaction Documents in any way.  The arbitrator will not have the power to award punitive damages or consequential damages in any arbitration conducted by them.  In its final determination, the arbitrator will determine and award the expenses of the arbitration (including filing fees, the fees of the arbitrator, expense of any record or transcript of the arbitration and administrative fees) to the parties in its reasonable discretion.  The determination of the arbitrator will be in writing and counterpart copies will be promptly delivered to the parties.  The determination will be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or State law, and may be entered and enforced in any court of competent jurisdiction.

(v)By selecting arbitration, the Requesting Party is giving up the right to sue in court, including the right to a trial by jury.

(vi)The Requesting Party may not bring a putative or certificated class action to arbitration.  If this waiver of class action rights is found to be unenforceable for any reason, the Requesting Party agrees that it will bring its claims in a court of competent jurisdiction.

(d)Additional Conditions.  For each mediation or arbitration:

(i)Any mediation or arbitration will be held in New York, New York at the offices of the mediator or arbitrator or at another location selected by the Depositor or the Seller.  Any party or witness may participate by teleconference or video conference.

(ii)The Depositor, the Seller and the Requesting Party will have the right to seek provisional relief from a competent court of law, including a temporary restraining order, preliminary injunction or attachment order, if such relief is available by law.

(iii)Neither the Depositor nor the Seller will be required to produce personally identifiable customer information for purposes of any mediation or arbitration.

4

The existence and details of any unresolved Repurchase Request, any informal meetings, mediations or arbitration proceedings, the nature and amount of any relief sought or granted, any offers or statements made and any discovery taken in the proceeding will be confidential, privileged and inadmissible for any purpose in any other mediation, arbitration, litigation or other proceeding.  The parties will keep this information confidential and will not disclose or discuss it with any third party (other than a party’s attorneys, experts, accountants and other advisors, as reasonably required in connection with the mediation or arbitration proceeding under this Section 2.12), except as required by law, regulatory requirement or court order.  If a party to a mediation or arbitration proceeding receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for confidential information of the other party to the mediation or arbitration proceeding, the recipient will promptly notify the other party and will provide the other party with the opportunity to object to the production of its confidential information.”

ARTICLE III
MISCELLANEOUS

Section 3.1.Ratification of Agreement.  Each of the Receivables Purchase Agreement and the Sale and Servicing Agreement, as supplemented by this Supplement, is ratified and confirmed.

Section 3.2.GOVERNING LAW.  THIS SUPPLEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 3.3.Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

5

EXECUTED BY:
	FORD MOTOR CREDIT COMPANY LLC,
	as Seller and Servicer
	By:
		Name:
		Title:
	FORD CREDIT FLOORPLAN LLC,
	as Depositor
	By:
		Name:
		Title:
	FORD CREDIT FLOORPLAN MASTER OWNER
	TRUST A, as Issuer
	By:		, not in its
		individual capacity, but solely as Owner Trustee
	By:
		Name:
		Title:

[Signature Page to Dispute Resolution Supplement (FCF LLC)]

EX-10.12

EXHIBIT 10.12

ASSET REPRESENTATIONS REVIEW AGREEMENT

among

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer

FORD MOTOR CREDIT COMPANY LLC,
as Servicer

and

                            ,
as Asset Representations Reviewer

Dated as of       , 20  

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		1
Section 1.1.	Usage and Definitions	1
Section 1.2.	Additional Definitions	1
Section 1.3.	Review Materials and Test Definitions	2
ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER		2
Section 2.1.	Engagement; Acceptance	2
Section 2.2.	Confirmation of Status	2
ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS		2
Section 3.1.	Review Notices	2
Section 3.2.	Identification of Review Receivables	3
Section 3.3.	Review Materials	3
Section 3.4.	Performance of Reviews	3
Section 3.5.	Review Reports	4
Section 3.6.	Review Representatives	4
Section 3.7.	Dispute Resolution	5
Section 3.8.	Limitations on Review Obligations	5
ARTICLE IV ASSET REPRESENTATIONS REVIEWER		5
Section 4.1.	Representations and Warranties	5
Section 4.2.	Covenants	6
Section 4.3.	Fees and Expenses	7
Section 4.4.	Limitation on Liability	8
Section 4.5.	Indemnification by Asset Representations Reviewer	8
Section 4.6.	Indemnification of Asset Representations Reviewer	8
Section 4.7.	Inspections of Asset Representations Reviewer	9
Section 4.8.	Delegation of Obligations	9
Section 4.9.	Confidential Information	9
Section 4.10.	Personally Identifiable Information	11
ARTICLE V RESIGNATION AND REMOVAL; SUCCESSOR ASSET REPRSENTATIONS REVIWER		13
Section 5.1.	Eligibility Requirements for Asset Representations Reviewer	13
Section 5.2.	Resignation and Removal of Asset Representations Reviewer	13
Section 5.3.	Successor Asset Representations Reviewer	13
Section 5.4.	Merger, Consolidation or Succession	14
ARTICLE VI OTHER AGREEMENTS		14
Section 6.1.	Independence of Asset Representations Reviewer	14
Section 6.2.	No Petition	14
Section 6.3.	Limitation of Liability of Owner Trustee	15
Section 6.4.	Termination of Agreement	15
ARTICLE VII MISCELLANEOUS PROVISIONS		15
Section 7.1.	Amendments	15
Section 7.2.	Assignment; Benefit of Agreement; Third Party Beneficiaries	15
Section 7.3.	Notices	16
Section 7.4.	GOVERNING LAW	16
Section 7.5.	Submission to Jurisdiction	16
Section 7.6.	WAIVER OF JURY TRIAL	16

i

Section 7.7.	No Waiver; Remedies	16
Section 7.8.	Severability	17
Section 7.9.	Headings	17
Section 7.10.	Counterparts	17

Schedule A — Review Materials

Schedule B — Representations and Warranties and Tests

ii

ASSET REPRESENTATIONS REVIEW AGREEMENT, dated as of       , 20   (this “Agreement”), among FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as Issuer, FORD MOTOR CREDIT COMPANY LLC, a Delaware limited liability company, as Servicer, and                    , a                    , as Asset Representations Reviewer.

BACKGROUND

In the normal course of its business, Ford Credit originates receivables secured by new and used cars, light trucks and utility vehicles purchased and financed by motor vehicle dealers for their inventory.

In connection with securitization transactions sponsored by Ford Credit, Ford Credit sells Receivables originated from time to time in designated Accounts to the Depositors, who sell them to the Issuer.

The Issuer has granted a security interest in the revolving pool of Receivables to the Indenture Trustee, for the benefit of the Secured Parties, as security for the Notes issued from time to time by the Issuer under the Indenture and the Indenture Supplements.

The Issuer has determined to engage the Asset Representations Reviewer to perform reviews of certain Receivables and the related Accounts for compliance with the representations and warranties made by Ford Credit and the Depositors about the Receivables in the pool.

The parties agree as follows.

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not defined in this Agreement are defined in (a) for a Shelf-Eligible Series, Appendix A to the related Indenture Supplement or (b) Appendix A to (i) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan Corporation, as Depositor, the Issuer and Ford Credit, as Servicer, and (ii) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan LLC, as Depositor, the Issuer and the Servicer.  Each Appendix A also contains usage rules that apply to this Agreement.  Each Appendix A is incorporated by reference into this Agreement.

Section 1.2.Additional Definitions.  The following terms have the meanings given below:

“Confidential Information” has the meaning stated in Section 4.9(b).

“Information Recipient” has the meaning stated in Section 4.9(a).

“Indemnified Parties” has the meaning stated in Section 4.6(a).

1

“Issuer PII” has the meaning stated in Section 4.10(a).

“Personally Identifiable Information” or “PII” has the meaning stated in Section 4.10(a).

“Review” means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Review Receivable according to Section 3.4.

“Review Fee” has the meaning stated in Section 4.3(b).

“Review Materials” means, for a Review and a Review Receivable, the documents and other materials listed in Schedule A, as applicable.

“Review Report” means, for a Review, the report of the Asset Representations Reviewer as described in Section 3.5.

“Test” has the meaning stated in Section 3.4(a).

“Test Complete” has the meaning stated in Section 3.4(c).

“Test Fail” has the meaning stated in Section 3.4(a).

“Test Pass” has the meaning stated in Section 3.4(a).

Section 1.3.Review Materials and Test Definitions.  Capitalized terms or terms or phrases in quotation marks used in the Tests, if not defined in Appendix A to the Sale and Servicing Agreements, in Appendix A to the Indenture Supplement or in this Agreement, including Schedule A to this Agreement, refer to sections, titles or terms in the Review Materials.

ARTICLE II
ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER

Section 2.1.Engagement; Acceptance.  The Issuer engages            to act as the Asset Representations Reviewer for the Issuer.             accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms in this Agreement.

Section 2.2.Confirmation of Status.  The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Receivables and the related Accounts for compliance with the representations and warranties under the Transaction Documents, except as described in this Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Transaction Documents.

ARTICLE III
ASSET REPRESENTATIONS REVIEW PROCESS

Section 3.1.Review Notices.  On receipt of a Review Notice from the Indenture Trustee according to the Indenture Supplement for a Shelf-Eligible Series, the Asset

2

Representations Reviewer will start a Review.  The Asset Representations Reviewer will not be obligated to start a Review until a Review Notice is received.  If more than one Review Notice is received relating to the occurrence of a Status Trigger, the Asset Representations Reviewer will only perform a single Review of the related Review Receivables for each Shelf-Eligible Series for which the Tests are substantially similar.

Section 3.2.Identification of Review Receivables.  Within ten Business Days after receipt of a Review Notice, the Servicer will deliver to the Asset Representations Reviewer and the Indenture Trustee a list of the Review Receivables, if any.

Section 3.3.Review Materials.

(a)Access to Review Materials.  The Servicer will give the Asset Representations Reviewer access to the Review Materials for all of the Review Receivables within 60 days after receipt of the Review Notice in one or more of the following ways: (i) by providing access to the Servicer’s receivables systems, either remotely or at an office of the Servicer, (ii) by electronic posting to a password-protected website to which the Asset Representations Reviewer has access, (iii) by providing originals or photocopies at an office of the Servicer where the documents relating to the Receivables and the related Accounts are located or (iv) in another manner agreed by the Servicer and the Asset Representations Reviewer.  The Servicer may redact or remove Personally Identifiable Information from the Review Materials without changing the meaning or usefulness of the Review Materials for the Review.

(b)Missing or Insufficient Review Materials.  The Asset Representations Reviewer will review the Review Materials to determine if any Review Materials are missing or insufficient for the Asset Representations Reviewer to perform any Test.  If the Asset Representations Reviewer determines any missing or insufficient Review Materials, the Asset Representations Reviewer will notify the Servicer promptly, and in any event no less than 20 days before completing the Review.  The Servicer will have 15 days to give the Asset Representations Reviewer access to the missing Review Materials or other documents or information to correct the insufficiency.  If the missing Review Materials or other documents have not been provided by the Servicer within 15 days, the related Review Receivable will have a Test Fail for the Test or Tests that require use of the missing or insufficient Review Materials, the Test or Tests will be considered completed and the Review Report will report a Test Fail for the Test or Tests and the reason for the Test Fail.

Section 3.4.Performance of Reviews.

(a)Test Procedures.  For a Review, the Asset Representations Reviewer will perform for each Review Receivable the procedures listed under “Tests” in Schedule B for each representation and warranty (each, a “Test”), using the Review Materials necessary to perform the procedures as stated in the Test.  The parties may amend or supplement Schedules A and B for any Shelf-Eligible Series on or before the Closing Date for that Shelf-Eligible Series.  For each Test and Review Receivable, the Asset Representations Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied (a “Test Fail”).  If a Test or part of a Test cannot be performed for a Review Receivable because the Test circumstances do

3

not apply to the Review Receivable, the Test will be considered to be satisfied and will be reported as a Test Pass.

(b)Review Period.  The Asset Representations Reviewer will complete the Review of all of the Review Receivables within 60 days after receiving access to the Review Materials under Section 3.3(a).  However, if missing or additional Review Materials are provided to the Asset Representations Reviewer under Section 3.3(b), the Review period will be extended for an additional 30 days.

(c)Completion of Review for Certain Review Receivables.  Following the delivery of the list of the Review Receivables and before the delivery of the Review Report by the Asset Representations Reviewer, the Servicer may notify the Asset Representations Reviewer if a Review Receivable is paid in full by the Dealer or purchased or reassigned from the Issuer by the Sponsor, the Depositors or the Servicer according to the Transaction Documents.  If notice is received, the Asset Representations Reviewer will immediately terminate all Tests of such Receivable and the Review of the Receivable will be considered complete (a “Test Complete”).  In this case, the Asset Representations Reviewer will report a Test Complete for the Receivable on the Review Report and the related reason.

(d)Previously Reviewed Receivable; Duplicative Tests.  If a Review Receivable was included in a prior Review, the Asset Representations Reviewer will not perform any Tests on it, but will report the results of the previous Tests in the Review Report for the current Review and note that the results relate to a prior Review.  If the same Test is required for more than one representation or warranty listed on Schedule B, the Asset Representations Reviewer will only perform the Test once for each Review Receivable but will report the results of the Test for each applicable representation and warranty on the Review Report.

(e)Termination of Review.  If a Review is in process and the Notes of each Shelf-Eligible Series that directed the Review will be paid in full on the next Payment Date, the Servicer will notify the Asset Representations Reviewer and the Indenture Trustee no less than ten days before that Payment Date.  On receipt of notice, the Asset Representations Reviewer will terminate the Review immediately and will not be obligated to deliver a Review Report.

Section 3.5.Review Reports.  Within five days after the end of the Review period under Section 3.4(b), the Asset Representations Reviewer will deliver to the Issuer, the Servicer and the Indenture Trustee a Review Report indicating for each Review Receivable whether there was a Test Pass or a Test Fail for each Test or a Test Complete.  For each Test Fail or Test Complete, the Review Report will indicate the related reason.  The Review Report will contain a summary of the Review results to be included in the Issuer’s Form 10-D report for the Collection Period in which the Review Report is received.  The Asset Representations Reviewer will ensure that the Review Report does not contain any Issuer PII.  On reasonable request of the Servicer, the Asset Representations Reviewer will provide additional detail on the Test results.

Section 3.6.Review Representatives.

(a)Servicer Representative.  The Servicer will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing the Review, including responding to requests and answering questions from the Asset Representations Reviewer about the Review Materials or Tests, access to Review Materials on the Servicer’s dealer floorplan finance, dealer information or other systems, obtaining missing or insufficient Review Materials and/or providing clarification of any Review Materials or Tests.

(b)Asset Representations Reviewer Representative.  The Asset Representations Reviewer will designate one or more representatives who will be available to the Issuer and the Servicer during the performance of a Review.

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(c)Questions About Review.  The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written questions or requests for clarification of any Review Report from the Indenture Trustee or the Servicer until the earlier of (i) the payment in full of the Notes of all Shelf-Eligible Series that directed the Review and (ii) one year after the delivery of the Review Report.  The Asset Representations Reviewer will not be obligated to respond to questions or requests for clarification from Noteholders or any other Person and will direct such Persons to submit written questions or requests to the Indenture Trustee.

Section 3.7.Dispute Resolution.  If a Receivable that was Reviewed by the Asset Representations Reviewer is the subject of a dispute resolution proceeding under Section 2.12 of a Sale and Servicing Agreement, the Asset Representations Reviewer will participate in the dispute resolution proceeding on request of a party to the proceeding.  The reasonable expenses of the Asset Representations Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute resolution according to Section 2.12 of a Sale and Servicing Agreement.  If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(d).

Section 3.8.Limitations on Review Obligations.

(a)Review Process Limitations.  The Asset Representations Reviewer is not obligated to:

  (i)determine whether a Status Trigger has occurred or whether the required percentage of Noteholders of a Shelf-Eligible Series has voted to direct a Review under the related Indenture Supplement, and may rely on the information in any Review Notice delivered by the Indenture Trustee;

 (ii)determine which Receivables are subject to a Review, and may rely on the lists of Review Receivables provided by the Servicer;

(iii)obtain or confirm the validity of the Review Materials and no liability for any errors in the Review Materials and may rely on the accuracy and completeness of the Review Materials;

(iv)obtain missing or insufficient Review Materials from any party or any other source; or

(v)take any action or cause any other party to take any action under any of the Transaction Documents or otherwise to enforce any remedies against any Person for breaches of representations or warranties about the Review Receivables.

(b)Testing Procedure Limitations.  The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Tests” in Schedule A, and will not be obligated to perform additional procedures on any Review Receivable or to provide any information other than a Review Report.  However, the Asset Representations Reviewer may provide additional information in a Review Report about any Review Receivable that it determines in good faith to be material to the Review.

ARTICLE IV
ASSET REPRESENTATIONS REVIEWER

Section 4.1.Representations and Warranties.  The Asset Representations Reviewer represents and warrants to the Issuer as of each Closing Date for a Shelf-Eligible Series:

(a)Organization and Qualification.  The Asset Representations Reviewer is duly organized and validly existing as a              in good standing under the laws of             .  The Asset Representations Reviewer is qualified as a foreign             in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which

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the ownership or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(b)Power, Authority and Enforceability.  The Asset Representations Reviewer has the power and authority to execute, deliver and perform its obligations under this Agreement.  The Asset Representations Reviewer has authorized the execution, delivery and performance of this Agreement.  This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors’ rights or by general equitable principles.

(c)No Conflicts and No Violation.  The completion of the transactions contemplated by this Agreement and the performance of the Asset Representations Reviewer’s obligations under this Agreement will not (i) conflict with, or be a breach or default under, any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Asset Representations Reviewer is a debtor or guarantor, (ii) result in the creation or imposition of a Lien on the Asset Representations Reviewer’s properties or assets under the terms of any indenture, mortgage, deed of trust, loan agreement, guarantee or similar document, (iii) violate the organizational documents of the Asset Representations Reviewer or (iv) violate a law or, to the Asset Representations Reviewer’s knowledge, an order, rule or regulation of a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties that applies to the Asset Representations Reviewer, which, in each case, would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.

(d)No Proceedings.  To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or threatened in writing before a federal or State court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer or its properties (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the completion of the transactions contemplated by this Agreement or (iii) seeking any determination or ruling that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform its obligations under, or the validity or enforceability of, this Agreement.

(e)Eligibility.  The Asset Representations Reviewer meets the eligibility requirements in Section 5.1.

Section 4.2.Covenants.  The Asset Representations Reviewer covenants and agrees that:

(a)Eligibility.  It will notify the Issuer and the Servicer promptly if it no longer meets the eligibility requirements in Section 5.1.

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(b)Review Systems; Personnel.  It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow for each Review Receivable and the related Review Materials to be individually tracked and stored as contemplated by this Agreement.  The Asset Representations Reviewer will maintain adequate staff that is properly trained to conduct Reviews as required by this Agreement.

(c)Maintenance of Review Materials.  It will maintain copies of any Review Materials, Review Reports and other documents relating to a Review, including internal correspondence and work papers, for a period of two years after the termination of this Agreement.

Section 4.3.Fees and Expenses.

(a)Annual Fee.  The Issuer will, or will cause the Administrator to, pay the Asset Representations Reviewer as compensation for acting as the Asset Representations Reviewer under this Agreement an annual fee separately agreed to by the Issuer and the Asset Representations Reviewer.  The annual fee will be paid as agreed by the Issuer and the Asset Representations Reviewer until this Agreement is terminated.

(b)Review Fee.  Following the completion of a Review and the delivery to the Indenture Trustee of the Review Report, or the termination of a Review according to Section 3.4(e), and the delivery to the Servicer of a detailed invoice, the Asset Representations Reviewer will be entitled to a fee of up to $      for each Review Receivable for which the Review was started (the “Review Fee”), or such other amount as may be agreed by the Issuer and the Asset Representations Reviewer.  However, no Review Fee will be paid for any Review Receivable which was included in a prior Review or for which no Tests were completed before the Asset Representations Reviewer received notice of termination of the Review according to Section 3.4(e) or due to missing or insufficient Review Materials under Section 3.3(b).  If a detailed invoice is submitted on or before the first day of a month, the Review Fee will be paid by the Issuer according to the priority of payments in the Indenture Supplements for each Shelf-Eligible Series that directed the Review, pro rata based on their Floating Investor Percentages, starting on or before the Payment Date in that month.  However, if the Review is terminated according to Section 3.4(e), the Asset Representations Reviewer must submit its invoice for the Review Fee for the terminated Review no later than five Business Days before the final Payment Date to be reimbursed no later than the final Payment Date.

(c)Reimbursement of Travel Expenses.  If the Servicer provides access to the Review Materials at one of its properties, the Issuer will reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Review on receipt of a detailed invoice.

(d)Dispute Resolution Expenses.  If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.7 and its reasonable expenses for participating in the proceeding are not paid by a party to the dispute resolution within 90 days after the end of

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the proceeding, the Issuer will reimburse the Asset Representations Reviewer for such expenses on receipt of a detailed invoice.

Section 4.4.Limitation on Liability.  The Asset Representations Reviewer will not be liable to any Person for any action taken, or not taken, in good faith under this Agreement or for errors in judgment.  However, the Asset Representations Reviewer will be liable for its willful misconduct, bad faith or negligence in performing its obligations under this Agreement.  In no event will the Asset Representations Reviewer be liable for special, indirect or consequential losses or damages (including lost profit), even if the Asset Representations Reviewer has been advised of the likelihood of the loss or damage and regardless of the form of action.

Section 4.5.Indemnification by Asset Representations Reviewer .  The Asset Representations Reviewer will indemnify each of the Issuer, the Depositors, the Servicer, the Owner Trustee and the Indenture Trustee and their respective directors, officers, employees and agents for all fees, expenses, losses, damages and liabilities resulting from (a) the willful misconduct, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this Agreement or (b) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.  The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement, the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.

Section 4.6.Indemnification of Asset Representations Reviewer.

(a)Indemnification.  The Issuer will, or will cause the Administrator to, indemnify the Asset Representations Reviewer and its officers, directors, employees and agents (each, an “Indemnified Person”), for all fees, expenses, losses, damages and liabilities resulting from the performance of its obligations under this Agreement (including the fees and expenses of defending itself against any loss, damage or liability), but excluding any fee, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct, bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties in this Agreement.

(b)Proceedings.  If an Indemnified Person receives notice of a Proceeding against it, the Indemnified Person will, if a claim is to be made under Section 4.6(a), promptly notify the Issuer and the Administrator of the Proceeding.  The Issuer or the Administrator may participate in and assume the defense and settlement of a Proceeding at its expense.  If the Issuer or the Administrator notifies the Indemnified Person of its intention to assume the defense of the Proceeding with counsel reasonably satisfactory to the Indemnified Person, and so long as the Issuer or the Administrator assumes the defense of the Proceeding in a manner reasonably satisfactory to the Indemnified Person, the Issuer and the Administrator will not be liable for fees and expenses of counsel to the Indemnified Person unless there is a conflict between the interests of the Issuer or the Administrator, as applicable, and an Indemnified Person.  If there is a conflict, the Issuer or the Administrator will pay for the reasonable fees and expenses of separate counsel to the Indemnified Person.  No settlement of a Proceeding may be made without the approval of the Issuer and the Administrator and the Indemnified Person, which approval will not be unreasonably withheld.

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(c)Survival of Obligations.  The obligations of the Issuer and the Administrator under this Section 4.6 will survive the resignation or removal of the Asset Representations Reviewer and the termination of this Agreement.

(d)Repayment.  If the Issuer or the Administrator makes any payment under this Section 4.6 and the Indemnified Person later collects any of the amounts for which the payments were made to it from others, the Indemnified Person will promptly repay the amounts to the Issuer or the Administrator, as applicable.

Section 4.7.Inspections of Asset Representations Reviewer.  The Asset Representations Reviewer agrees that, with reasonable advance notice not more than once during any year, it will permit authorized representatives of the Issuer, the Servicer or the Administrator, during the Asset Representations Reviewer’s normal business hours, to examine and review the books of account, records, reports and other documents and materials of the Asset Representations Reviewer relating to (a) the performance of the Asset Representations Reviewer’s obligations under this Agreement, (b) payments of fees and expenses of the Asset Representations Reviewer for its performance and (c) a claim made by the Asset Representations Reviewer under this Agreement.  In addition, the Asset Representations Reviewer will permit the Issuer’s, the Servicer’s or the Administrator’s representatives to make copies and extracts of any of those documents and to discuss them with the Asset Representations Reviewer’s officers and employees.  Each of the Issuer, the Servicer and the Administrator will, and will cause its authorized representatives to, hold in confidence the information except if disclosure may be required by law or if the Issuer, the Servicer or the Administrator reasonably determines that it is required to make the disclosure under this Agreement or the other Transaction Documents.  The Asset Representations Reviewer will maintain all relevant books, records, reports and other documents and materials for a period of at least two years after the termination of its obligations under this Agreement.

Section 4.8.Delegation of Obligations.  The Asset Representations Reviewer may not delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Servicer.

Section 4.9.Confidential Information.

(a)Treatment.  The Asset Representations Reviewer agrees to hold and treat Confidential Information given to it under this Agreement in confidence and under the terms and conditions of this Section 4.9, and will implement and maintain safeguards to further assure the confidentiality of the Confidential Information.  The Confidential Information will not, without the consent of the Issuer and the Servicer, be disclosed or used by the Asset Representations Reviewer, or its officers, directors, employees, agents, representatives or affiliates, including legal counsel (each, an “Information Recipient”) other than for the purposes of performing Reviews of Review Receivables or performing its obligations under this Agreement.  The Asset Representations Reviewer agrees that it will not, and will cause its Affiliates to not (i) purchase or sell securities issued by Ford Credit or its Affiliates or special purpose entities on the basis of Confidential Information or (ii) use the Confidential Information for the preparation of research reports, newsletters or other publications or similar communications.

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(b)Definition.  “Confidential Information” means oral, written and electronic materials (regardless of its source or form of communication) furnished before, on or after the date of this Agreement to the Asset Representations Reviewer for the purposes contemplated by this Agreement, including:

  (i)lists of Review Receivables and any related Review Materials;

 (ii)origination and servicing guidelines, policies and procedures, and form contracts; and

(iii)notes, analyses, compilations, studies or other documents or records prepared by the Servicer, which contain information supplied by or on behalf of the Servicer or its representatives.

However, Confidential Information will not include information that (A) is or becomes generally available to the public other than as a result of disclosure by an Information Recipient, (B) was available to, or becomes available to, an Information Recipient on a non-confidential basis from a Person or entity other than the Issuer or the Servicer before its disclosure to the Information Recipient who, to the knowledge of the Information Recipient is not bound by a confidentiality agreement with the Issuer or the Servicer and is not prohibited from transmitting the information to the Information Recipient, (C) is independently developed by an Information Recipient without the use of the Confidential Information, as shown by the Information Recipient’s files and records or other evidence in its possession or (D) the Issuer or the Servicer gives permission to the Information Recipient to release.

(c)Protection.  The Asset Representations Reviewer will take reasonable measures to protect the secrecy of and avoid disclosure and unauthorized use of Confidential Information, including those measures that it takes to protect its own confidential information and not less than a reasonable standard of care.  The Asset Representations Reviewer acknowledges that Personally Identifiable Information is also subject to the additional requirements in Section 4.10.

(d)Disclosure.  If the Asset Representations Reviewer is required by applicable law, regulation, rule or order issued by an administrative, governmental, regulatory or judicial authority to disclose part of the Confidential Information, it may disclose the Confidential Information.  However, before a required disclosure, the Asset Representations Reviewer, if permitted by applicable law, regulation, rule or order, will use its reasonable efforts to notify the Issuer and the Servicer of the requirement and will cooperate, at the Servicer’s expense, in the Issuer’s and the Servicer’s pursuit of a proper protective order or other relief for the disclosure of the Confidential Information.  If the Issuer or the Servicer is unable to obtain a protective order or other proper remedy by the date that the information is required to be disclosed, the Asset Representations Reviewer will disclose only that part of the Confidential Information that it is advised by its legal counsel it is legally required to disclose.

(e)Responsibility for Information Recipients.  The Asset Representations Reviewer will be responsible for a breach of this Section 4.9 by its Information Recipients.

(f)Violation.  The Asset Representations Reviewer agrees that a violation of this Agreement may cause irreparable injury to the Issuer and the Servicer and the Issuer and the

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Servicer may seek injunctive relief in addition to legal remedies.  If an action is initiated by the Issuer or the Servicer to enforce this Section 4.9, the prevailing party will be reimbursed for its fees and expenses, including reasonable attorney’s fees, incurred for the enforcement.

Section 4.10.Personally Identifiable Information.

(a)Definitions.  “Personally Identifiable Information” or “PII” means information in any format about an identifiable individual, including, name, address, phone number, e-mail address, account number(s), identification number(s), any other actual or assigned attribute associated with or identifiable to an individual and any information that when used separately or in combination with other information could identify an individual.  “Issuer PII” means PII furnished by the Issuer, the Servicer or their Affiliates to the Asset Representations Reviewer and PII developed or otherwise collected or acquired by the Asset Representations Reviewer in performing its obligations under this Agreement.

(b)Use of Issuer PII.  The Issuer does not grant the Asset Representations Reviewer any rights to Issuer PII except as provided in this Agreement.  The Asset Representations Reviewer will use Issuer PII only to perform its obligations under this Agreement or as specifically directed in writing by the Issuer and will only reproduce Issuer PII to the extent necessary for these purposes.  The Asset Representations Reviewer must comply with all laws applicable to PII, Issuer PII and the Asset Representations Reviewer’s business, including any legally required codes of conduct, including those relating to privacy, security and data protection.  The Asset Representations Reviewer will protect and secure Issuer PII.  The Asset Representations Reviewer will implement privacy or data protection policies and procedures that comply with applicable law and this Agreement.  The Asset Representations Reviewer will implement and maintain reasonable and appropriate practices, procedures and systems, including administrative, technical and physical safeguards to (i) protect the security, confidentiality and integrity of Issuer PII, (ii) ensure against anticipated threats or hazards to the security or integrity of Issuer PII, (iii) protect against unauthorized access to or use of Issuer PII and (iv) otherwise comply with its obligations under this Agreement.  These safeguards will include a written data security plan, employee training, information access controls, restricted disclosures, systems protections (including intrusion protection, data storage protection and data transmission protection) and physical security measures.

(c)Additional Limitations.  In addition to the use and protection requirements described in Section 4.10(b), the Asset Representations Reviewer’s disclosure of Issuer PII is also subject to the following requirements:

(i)The Asset Representations Reviewer will not disclose Issuer PII to its personnel or allow its personnel access to Issuer PII except (A) for the Asset Representations Reviewer personnel who require Issuer PII to perform a Review, (B) with the consent of the Issuer or (C) as required by applicable law.  When permitted, the disclosure of or access to Issuer PII will be limited to the specific information necessary for the individual to complete the assigned task.  The Asset Representations Reviewer will inform personnel with access to Issuer PII of the confidentiality requirements in this Agreement and train its personnel with access to Issuer PII on the proper use and protection of Issuer PII.

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(ii)The Asset Representations Reviewer will not sell, disclose, provide or exchange Issuer PII with or to any third party without the consent of the Issuer.

(d)Notice of Breach.  The Asset Representations Reviewer will notify the Issuer promptly in the event of an actual or reasonably suspected security breach, unauthorized access, misappropriation or other compromise of the security, confidentiality or integrity of Issuer PII and, where applicable, immediately take action to prevent any further breach.

(e)Return or Disposal of Issuer PII.  Except where return or disposal is prohibited by applicable law, promptly on the earlier of the completion of the Review or the request of the Issuer, all Issuer PII in any medium in the Asset Representations Reviewer’s possession or under its control will be (i) destroyed in a manner that prevents its recovery or restoration or (ii) if so directed by the Issuer, returned to the Issuer without the Asset Representations Reviewer retaining any actual or recoverable copies, in both cases, without charge to the Issuer.  Where the Asset Representations Reviewer retains Issuer PII, the Asset Representations Reviewer will limit the Asset Representations Reviewer’s further use or disclosure of Issuer PII to that required by applicable law.

(f)Compliance; Modification.  The Asset Representations Reviewer will cooperate with and provide information to the Issuer regarding the Asset Representations Reviewer’s compliance with this Section 4.10.  The Asset Representations Reviewer and the Issuer agree to modify this Section 4.10 as necessary for either party to comply with applicable law.

(g)Audit of Asset Representations Reviewer.  The Asset Representations Reviewer will permit the Issuer and its authorized representatives to audit the Asset Representations Reviewer’s compliance with this Section 4.10 during the Asset Representations Reviewer’s normal business hours on reasonable advance notice to the Asset Representations Reviewer, and not more than once during any year unless circumstances necessitate additional audits.  The Issuer agrees to make reasonable efforts to schedule any audit described in this Section 4.10 with the inspections described in Section 4.7.  The Asset Representations Reviewer will also permit the Issuer during normal business hours on reasonable advance notice to audit any service providers used by the Asset Representations Reviewer to fulfill the Asset Representations Reviewer’s obligations under this Agreement.

(h)Affiliates and Third Parties.  If the Asset Representations Reviewer processes the PII of the Issuer’s Affiliates or a third party when performing a Review, and if such Affiliate or third party is identified to the Asset Representations Reviewer, such Affiliate or third party is an intended third-party beneficiary of this Section 4.10, and this Agreement is intended to benefit the Affiliate or third party.  The Affiliate or third party may enforce the PII related terms of this Section 4.10 against the Asset Representations Reviewer as if each were a signatory to this Agreement.

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ARTICLE V
RESIGNATION AND REMOVAL;
SUCCESSOR ASSET REPRSENTATIONS REVIWER

Section 5.1.Eligibility Requirements for Asset Representations Reviewer.  The Asset Representations Reviewer must be a Person who (a) is not Affiliated with the Sponsor, the Depositors, the Servicer, the Indenture Trustee, the Owner Trustee or any of their Affiliates and (b) was not, and is not Affiliated with a Person that was, engaged by the Sponsor or any Underwriter to perform any due diligence on the Receivables prior to the Closing Date.

Section 5.2.Resignation and Removal of Asset Representations Reviewer.

(a)No Resignation.  The Asset Representations Reviewer will not resign as Asset Representations Reviewer unless it determines it is legally unable to perform its obligations under this Agreement and there is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable law.  The Asset Representations Reviewer will notify the Issuer and the Servicer of its resignation as soon as practicable after it determines it is required to resign and stating the resignation date, including an Opinion of Counsel supporting its determination.

(b)Removal.  If any of the following events occur, the Issuer may remove the Asset Representations Reviewer and terminate its rights and obligations under this Agreement by notifying the Asset Representations Reviewer:

  (i)the Asset Representations Reviewer no longer meets the eligibility requirements in Section 5.1;

 (ii)the Asset Representations Reviewer breaches of any of its representations, warranties, covenants or obligations in this Agreement; or

(iii)an Insolvency Event of the Asset Representations Reviewer occurs.

(c)Notice of Resignation or Removal.  The Issuer will notify the Servicer, the Owner Trustee and the Indenture Trustee of any resignation or removal of the Asset Representations Reviewer.

(d)Continue to Perform After Resignation or Removal.  No resignation or removal of the Asset Representations Reviewer will be effective, and the Asset Representations Reviewer will continue to perform its obligations under this Agreement, until a successor Asset Representations Reviewer has accepted its engagement according to Section 5.3(b).

Section 5.3.Successor Asset Representations Reviewer .

(a)Engagement of Successor Asset Representations Reviewer.  Following the resignation or removal of the Asset Representations Reviewer, the Issuer will engage a successor Asset Representations Reviewer who meets the eligibility requirements of Section 5.1.

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(b)Effectiveness of Resignation or Removal.  No resignation or removal of the Asset Representations Reviewer will be effective until the successor Asset Representations Reviewer has executed and delivered to the Issuer and the Servicer an agreement accepting its engagement and agreeing to perform the obligations of the Asset Representations Reviewer under this Agreement or entering into a new agreement with the Issuer on substantially the same terms as this Agreement.

(c)Transition and Expenses.  If the Asset Representations Reviewer resigns or is removed, the Asset Representations Reviewer will cooperate with the Issuer and take all actions reasonably requested to assist the Issuer in making an orderly transition of the Asset Representations Reviewer’s rights and obligations under this Agreement to the successor Asset Representations Reviewer.  The Asset Representations Reviewer will pay the reasonable expenses of transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the Issuer or the successor Asset Representations Reviewer.

Section 5.4.Merger, Consolidation or Succession.  Any Person (a) into which the Asset Representations Reviewer is merged or consolidated, (b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party or (c) succeeding to the Asset Representations Reviewer’s business, if that Person meets the eligibility requirements in Section 5.1, will be the successor to the Asset Representations Reviewer under this Agreement.  Such Person will execute and deliver to the Issuer and the Servicer an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).

ARTICLE VI
OTHER AGREEMENTS

Section 6.1.Independence of Asset Representations Reviewer.  The Asset Representations Reviewer will be an independent contractor and will not be subject to the supervision of the Issuer or the Owner Trustee for the manner in which it accomplishes the performance of its obligations under this Agreement.  Unless authorized by the Issuer or the Owner Trustee, respectively, the Asset Representations Reviewer will have no authority to act for or represent the Issuer or the Owner Trustee and will not be considered an agent of the Issuer or the Owner Trustee.  Nothing in this Agreement will make the Asset Representations Reviewer and either of the Issuer or the Owner Trustee members of any partnership, joint venture or other separate entity or impose any liability as such on any of them.

Section 6.2.No Petition.  Each of the parties agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of (a) all securities issued by either Depositor or by a trust for which either Depositor was a depositor or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against (i) either Depositor or (ii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 6.2 will survive the termination of this Agreement.

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Section 6.3.Limitation of Liability of Owner Trustee .  This Agreement has been signed on behalf of the Issuer by                   not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer.  In no event will                       in its individual capacity or a beneficial owner of the Issuer be liable for the Issuer’s obligations under this Agreement.  For all purposes under this Agreement, the Owner Trustee will be subject to, and entitled to the benefits of, the Trust Agreement.

Section 6.4.Termination of Agreement.  This Agreement will terminate, except for the obligations under Section 4.6, on the earlier of (a) the payment in full of all outstanding Notes for all Shelf-Eligible Series and the satisfaction and discharge of the related Indenture Supplements and (b) the date the Issuer is terminated under the Trust Agreement.

ARTICLE VII
MISCELLANEOUS PROVISIONS

Section 7.1.Amendments.

(a)Amendments.  The parties may amend this Agreement:

(i)to clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement by, a successor Asset Representations Reviewer, in each case without the consent of the Noteholders or any other Person;

(ii)to add, change or eliminate terms of this Agreement, in each case without the consent of the Noteholders or any other Person, if the Administrator delivers an Officer’s Certificate to the Issuer, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the Noteholders of any Shelf-Eligible Series; or

(iii)to add, change or eliminate terms of this Agreement for which an Officer’s Certificate is not or cannot be delivered under Section 7.1(a)(ii), with the consent of the Noteholders of each Shelf-Eligible Series holding a majority of the Note Balance of each Class of Notes Outstanding (with each affected Class voting separately, except that all Noteholders of Class A Notes will vote together as a single class).

(b)Notice of Amendments.  The Administrator will notify the Rating Agencies for each Shelf-Eligible Series in advance of any amendment.  Promptly after the execution of an amendment, the Administrator will deliver a copy of the amendment to the Rating Agencies of each Shelf-Eligible Series.

Section 7.2.Assignment; Benefit of Agreement; Third Party Beneficiaries.

(a)Assignment.  Except as stated in Section 5.4, this Agreement may not be assigned by the Asset Representations Reviewer without the consent of the Issuer and the Servicer.

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(b)Benefit of Agreement; Third-Party Beneficiaries.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  The Owner Trustee and the Indenture Trustee, for the benefit of the Noteholders of each Shelf-Eligible Series, will be third-party beneficiaries of this Agreement and may enforce this Agreement against the Asset Representations Reviewer and the Servicer.  No other Person will have any right or obligation under this Agreement.

Section 7.3.Notices.

(a)Notices to Parties.  All notices, requests, demands, consents, waivers or other communications to or from the parties must be in writing and will be considered received by the recipient:

  (i)for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the recipient;

 (ii)for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)for an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.

(b)Notice Addresses.  A notice, request, demand, consent, waiver or other communication must be addressed to the recipient at its address stated in Schedule B to the Sale and Servicing Agreements, which address the party may change by notifying the other parties.

Section 7.4.GOVERNING LAW.  THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

Section 7.5.Submission to Jurisdiction.  Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement.  Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding has been brought in an inconvenient forum.

Section 7.6.WAIVER OF JURY TRIAL.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDING RELATING TO THIS AGREEMENT.

Section 7.7.No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy

16

or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 7.8.Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

Section 7.9.Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.10.Counterparts.  This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

17

EXECUTED BY:

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, as Issuer
By:	, not in its individual capacity, but solely as Owner Trustee
By:
	Name:
	Title:
FORD MOTOR CREDIT COMPANY LLC,
	as Servicer
By:
	Name:
	Title:
	,
	as Asset Representations Reviewer
By:
	Name:
	Title:

1

Schedule A

Review Materials

1.A report from Ford Credit’s securitization system listing the Review Receivables and the related Accounts and information (the “Securitization System Report”).

2.A report from Ford Credit’s floorplan finance system listing the Review Receivables and the related Accounts and related information (the “Floorplan Finance System Report”).

3.Sales and Service Agreement between Ford and the related Dealer.

4.Floorplan Financing Agreement, if applicable.

5.Applicable screen prints from Ford Credit’s dealer information system.

6.A summary of Dealers that Ford Credit has declared “status” as of the end of the month before the Review Demand Date stated in the Review Notice (the “Status Dealer Summary”).

7.Applicable Ford Credit reports of Dealers that Ford Credit has declared “status” and approvals of status Dealer charge-off amounts (the “Status Dealer Deficiency Documents”).

8.Ford Credit’s procedure listing the approved Floorplan Financing Agreement form (the “List of Approved Forms”).

9.A copy of the following documents for the related Dealer’s Account (collectively, the “Dealer File”), if applicable:

(a)Floorplan Financing Agreement;

(b)Certificate of Good Standing of the Dealer from the relevant Secretary of State;

(c)UCC worksheet and related UCC financing statements, filings and search results (the “UCC File”); and

(d)the most recent credit file (the “Dealer Credit File”).

10.A copy of the following agreements:

(a)Sale and Assignment Agreement;

(b)Receivables Purchase Agreement of the applicable Depositor; and

(c)Sale and Servicing Agreement of the applicable Depositor.

SA-1

11.Copies of UCC Financing Statements and related documents for the sale and/or pledge of the Receivables from:

(a)Ford to Ford Credit;

(b)Ford Credit to the applicable Depositor;

(c)the applicable Depositor to the Issuer; and

(d)the Issuer to the Indenture Trustee

12.State licenses issued to Ford Credit, if applicable.

13.Copies of the following opinions dated as of the most recent Closing Date for a Shelf-Eligible Series:

(a)Opinion from Ford’s in-house counsel about corporate matters relating to Ford and the Sale and Assignment Agreement (the “Ford Opinion”);

(b)Opinion from Ford Credit’s in-house counsel about corporate matters relating to Ford Credit and the Depositors and the Receivables Purchase Agreements and Sale and Servicing Agreement (the “Ford Credit Opinion”);

(c)Opinion from special counsel to Ford Credit and the Depositors about certain corporate and securities law matters relating to Ford Credit, the Depositors and the Trust (the “Corporate Opinion”); and

(d)Opinion from special counsel to Ford Credit and the Depositors about certain security interest matters (the “Security Interest Opinion”).

14.The following reports from Ford Credit’s dealer floorplan financing systems:

(a)a report from Ford Credit’s securitization system listing the Review Receivables and related information (the “Securitization System Report”);

(b)a report from Ford Credit’s floorplan finance system listing the Review Receivables and related information (the “Floorplan Finance System Report”);

(c)a monthly summary report from Ford Credit’s floorplan finance system listing wholesale charges, maturities and installments due for the Review Receivables and the related Account (the “Wholesale Statement”); and

(d)a list of the Accounts designated to the Trust on an Addition Date including Accounts related to the Review Receivables (the “Wholesale Line Addition Report”), if applicable.

SA-2

15.Copies of applicable Ford Credit procedures as of the end of the month before the review Demand Date stated in the Review Notice.

17.A report from Ford Credit’s system evidencing payment for the Review Receivables (the “Ford Vehicle Drafting History Report”).

SA-3

Schedule B

Representations and Warranties and Tests

Representation and Warranty (Section references are to Section 2.4 of the Sale and Servicing Agreements (Section 2.3 of Receivables Purchase Agreements))	Tests
Section 2.4(a)(ii).  Each (A) Initial Account was an Eligible Account as of the Cutoff Date, (B) Additional Account is an Eligible Account as of the applicable Additional Cutoff Date and (C) Account is an Eligible Account as of each Series Cutoff Date. “Eligible Account” means, for any date, each individual floorplan financing Account established with a Dealer pursuant to a Sales and Service Agreement or a Floorplan Financing Agreement that: (a)  is in existence and maintained and serviced by or on behalf of the Seller.	Test 2.4(a)(ii): (a) — 1: Confirm Receivable Confirm the Receivable is listed in the Securitization System Report. Test 2.4(a)(ii): (a) — 2: Dealer Name Observe the Dealer name for the related Account in the Floorplan Finance System Report and confirm it matches the Dealer name on the Sales and Service Agreement and the Floorplan Financing Agreement, if applicable. Test 2.4(a)(ii): (a) — 3: Agreement Form Observe the form number and revision date on the Floorplan Financing Agreement, if applicable, and confirm they are on the List of Approved Forms. Test 2.4(a)(ii): (a) — 4: Agreement Completed and Signed Observe the Floorplan Financing Agreement, if applicable, and confirm it is completed and signed according to the applicable Ford Credit procedure. Test 2.4(a)(ii): (a) — 5: Agreement Date Observe the date of the Sales and Service Agreement and confirm it is dated prior to the Series Cutoff Date, or, if later, on or before the related Addition Date. Observe the date of the Floorplan Financing Agreement, if applicable, and confirm it is dated prior to the Series Cutoff Date, or, if later, on or before the related Addition Date. Test 2.4(a)(ii): (a) — 6: Dealer Name and Number Observe the Dealer name and number for the related Account in the Floorplan Finance System Report and confirm they match the Dealer name and number in Ford Credit’s dealer information system. Test 2.4(a)(ii): (a) — 7: Active Account Observe the related Accounts for the related Dealer in Ford Credit’s dealer information system and confirm there is at least one active Account. Test 2.4(a)(ii): (a) — 8: Receivable Verification Observe the Receivable for the related Dealer in Ford Credit’s securitization system and confirm it matches the Receivable in the Floorplan Finance System Report.
(b)  relates to a Dealer showroom located in one of the Designated Jurisdictions for the related Depositor.	Test 2.4(a)(ii): (b) — 1: State Verification Observe the state of the related Dealer address in the Sales and Service Agreement and confirm it matches the state of the Dealer address in Ford Credit’s dealer information system and on the Floorplan Financing Agreement, if applicable.

SB-1

Representation and Warranty (Section references are to Section 2.4 of the Sale and Servicing Agreements (Section 2.3 of Receivables Purchase Agreements))	Tests
	Test 2.4(a)(ii): (b) — 2: Dealer State Observe the state of the related Dealer in Ford Credit’s dealer information system and confirm the Dealer is in a state that is a Designated Jurisdiction.
(c)  is in favor of a Dealer that is not classified by the Servicer as “status” (or comparable classification) under the Floorplan Financing Guidelines by reason of (i) such Dealer’s failure to make any principal or interest payment when due under the related Sales and Service Agreement or Floorplan Financing Agreement or (ii) the occurrence of an Insolvency Event with respect to such Dealer and;	Test 2.4(a)(ii): (c) — 1: No Status Confirm the related Dealer name is not present on the Status Dealer Summary, or, if so, confirm the date the Dealer status was closed is prior to the Series Cutoff Date.
(d)  is an Account in respect of which no material amounts have been charged off as uncollectible within the previous 24 months.	Test 2.4(a)(ii): (d) — 1: No Charge-Off Observe the Status Dealer Deficiency Documents and confirm the Dealer name for the Account is not present, or, if so, confirm the date of the estimated loss charged-off is more than 24 months prior to the Series Cutoff Date.
Section 2.4(a)(iii).  As of the first Closing Date, any Addition Date or any Sale Date, as the case may be, each Sold Receivable sold to the Issuer on such date, is an Eligible Receivable or, if such Sold Receivable is not an Eligible Receivable, such Sold Receivable is being sold in accordance with Section 2.9. “Eligible Receivable” means each Receivable that: (a)  was originated or acquired by the Seller in the ordinary course of business and, (i) in the case of a Receivable described in clauses (a) or (b) of the definition of “Receivable,” was originated or acquired on or after June 1, 2001 or (ii) in the case of a Receivable relating to an Account designated on any Addition Date, was originated or acquired on or after the Eligible Receivable Origination Cutoff Date specified in the related Addition Notice;	Test 2.4(a)(iii): (a) — 1: Originated in Ordinary Course Observe the Floorplan Finance System Report and confirm the Receivable is listed. Test 2.4(a)(iii): (a) — 2: Origination Date Observe the date interest started accruing for the Receivable on the Floorplan Finance System Report and, if the Receivable is in the In-Transit Period, confirm the date is on or after June 1, 2001, or, if the Receivable is not in the In-Transit Period, observe the Addition Date for the related Account on the Wholesale Line Addition Report and confirm the date is on or after the Eligible Receivable Origination Cutoff Date.
(b)  except for any Adjustment Fees payable by Ford and Permitted Liens, is secured by a perfected first priority security interest in the related Vehicle;	Test 2.4(a)(iii): (b) — 1: Security Interest Review the UCC File for the related Dealer and confirm a UCC financing statement is in effect and Ford Credit is the secured party in first position, except for any Permitted Lien.

SB-2

Representation and Warranty (Section references are to Section 2.4 of the Sale and Servicing Agreements (Section 2.3 of Receivables Purchase Agreements))	Tests
	Observe the Floorplan Financing Agreement and confirm it is dated prior to the filing date of the original UCC financing statement in the UCC File. Review the collateral description in the UCC financing statement in the UCC File and confirm it is completed according to the applicable Ford Credit procedure. Observe the date interest started accruing for the Receivable on the Floorplan Finance System Report and confirm a UCC financing statement in effect on that date is in the UCC File.
(c)  relates to a Vehicle owned by the related Dealer;	Test 2.4(a)(iii): (c) — 1: Confirm VIN to Dealer Observe the vehicle identification number for the Receivable on the Floorplan Finance System Report and confirm it is listed for the related Dealer.
(d)  is the subject of a valid sale and assignment from the related Depositor to the Issuer of all of such Depositor’s rights and interest in such Receivable, including (i) all Related Security, (ii) all related rights under, as applicable, the Sales and Service Agreement, or the Sale and Assignment Agreement or the Wholesale Financing and Security Agreement and (iii) all related proceeds;	Test 2.4(a)(iii): (d) — 1: Sale of Receivables Agreements Observe the vehicle identification number for the Receivable on the Floorplan Finance System Report and confirm it is listed for the related Dealer. If the Receivable is in the In-transit Period, observe the Sale and Assignment Agreement and confirm signatures are present for Ford and Ford Credit. Observe the Receivables Purchase Agreement and confirm signatures are present for Ford Credit and the Depositor. Observe the Sale and Servicing Agreement and confirm signatures are present for the Depositor, Ford Credit and the Issuer. Test 2.4(a)(iii): (d) — 2: Valid Sale and Assignment Review the Sale and Assignment Agreement and confirm it contains terms for a valid sale and assignment to Ford Credit. Review the Receivables Purchase Agreement and confirm it contains terms for a valid sale and assignment to the Depositor. Review the Sale and Servicing Agreement and confirm it contains terms for a valid sale and assignment to the Issuer. Test 2.4(a)(iii): (d) — 3: Opinions If the Receivable is in the In-Transit Period, review the Ford Opinion and confirm it contains favorable opinions on Ford and the execution, delivery and performance of the Sale and Assignment Agreement by Ford. Review the Ford Credit Opinion and confirm it contains favorable opinions on Ford Credit, the Depositors and the execution, delivery and performance of the Receivables Purchase Agreement and the Sale and Servicing Agreement by Ford Credit and the Depositors. Review the Corporate Opinion and confirm it contains favorable opinions on the valid and binding nature of the Sale and Assignment Agreement, the Receivables Purchase Agreement and the Sale and Servicing Agreement against Ford, Ford Credit and the Depositor, as applicable.

SB-3

Representation and Warranty (Section references are to Section 2.4 of the Sale and Servicing Agreements (Section 2.3 of Receivables Purchase Agreements))	Tests
(e)  is created in compliance with all requirements of Applicable Law and pursuant to, as applicable, the Sales and Service Agreement, the Sale and Assignment Agreement or the Floorplan Financing Agreement;	Test 2.4(a)(iii): (e) — 1: Agreement Form Observe the form number and revision date on the Floorplan Financing Agreement, if applicable, and confirm they are on the List of Approved Forms. Test 2.4(a)(iii): (e) — 2: OFAC Screening Review the most recent Dealer Credit File and confirm that an Office of Foreign Assets Control (OFAC) screening is completed as described in the applicable Ford Credit procedure. Test 2.4(a)(iii): (e) — 3: Equal Credit Opportunity Act - Origination Review the related Dealer Credit File and confirm any comments do not conflict with the prohibited practices described in the applicable Ford Credit procedure. Test 2.4(a)(iii): (e) — 4: State Rate Limit Confirmation Observe the interest rate and the state for the related Dealer on the most recent Wholesale Statement, and confirm the interest rate charged to the Dealer does not exceed the state limit as described in the applicable Ford Credit procedure.
(f)  as to which Ford, Ford Credit and the related Depositor, as applicable, have obtained all material consents and governmental authorizations required to be obtained by them in connection with (i) the creation of the Receivable, the sale of the Receivable to the Issuer and the pledge of the Receivable to the Indenture Trustee and (ii) if applicable, Ford’s performance under the related Sales and Service Agreement, Ford’s performance under the related Sale and Assignment Agreement and/or Ford Credit’s performance under the related Floorplan Financing;	Test 2.4(a)(iii): (f) — 1: Consents and Authorizations If the Receivable is in the In-transit Period, review the Sale and Assignment Agreement and confirm Ford represents that it has obtained all material consents and governmental authorizations for the creation, sale and pledge of the Receivable, as applicable, and its performance under applicable agreements. Review the Receivables Purchase Agreement and confirm Ford Credit represents that it has obtained all material consents and governmental authorizations for the creation, sale, and pledge of the Receivable, as applicable, and its performance under applicable agreements. Review the Sale and Servicing Agreement and confirm the Depositor represents that it has obtained all material consents and governmental authorizations for the creation, sale and pledge of the Receivable, as applicable, and its performance under applicable agreements. Test 2.4(a)(iii): (f) — 2: Opinions on Qualification and Authorization If the Receivable is in the In-Transit Period, review the Ford Opinion and confirm it contains favorable opinions on Ford qualification and authorization to execute, deliver and perform the Sale and Assignment Agreement by Ford. Review the Ford Credit Opinion and confirm it contains favorable opinions on Ford Credit and the Depositor qualifications and authorization to execute, deliver and perform the Receivables Purchase Agreement and the Sale and Servicing Agreement by Ford Credit and the Depositor, as applicable. Test 2.4(a)(iii): (f) — 3: State Government Authorization Observe the related Dealer state in Ford Credit’s dealer information system.  If the state is listed below, perform the tests for the specific state.

SB-4

Representation and Warranty (Section references are to Section 2.4 of the Sale and Servicing Agreements (Section 2.3 of Receivables Purchase Agreements))	Tests
	California Confirm that Ford Credit holds a valid Commercial Lending License from the State of California. South Dakota Confirm that Ford Credit holds a valid Money Lender License from the State of South Dakota.
(g) as to which the issuer will at all times have good and marketable title, free and clear of all Liens, other than Permitted Liens;	Test 2.4(a)(iii)(g) — 1: System Marking Observe the Receivable on the Securitization System Report and confirm the trust code is not equal to zero and the Addition Date is prior to the Eligible Receivable Origination Cutoff Date. Test 2.4(a)(iii)(g) — 2: Lien Confirmation Review the UCC financing statement and related documents covering the Receivables sold by Ford to Ford Credit under the Sale and Assignment Agreement and confirm Ford Credit is the secured party in first position. Review the UCC financing statement and related documents covering the Receivables sold by Ford Credit to the Depositor under the Receivable Purchase Agreement and confirm the Depositor is the secured party in first position. Review the UCC financing statement and related documents covering the Receivables sold by the Depositor to the Issuer under the Sale and Servicing Agreement and confirm the Issuer is the secured party in first position. Review the UCC financing statement and related documents covering the Receivables pledged by the Issuer to the Indenture Trustee under the Indenture and confirm the Indenture Trustee is the secured party in first position. Review the collateral description in each UCC financing statement reviewed above and confirm it covers the Receivables. Review the Sale and Servicing Agreement and confirm it contains good and marketable title representations. Review the Security Interest Opinion and confirm it contains a favorable opinion about good and marketable title to the Receivables, free and clear of all liens as of the Closing Date. Test 2.4(a)(iii): (g) — 3: Security Interest Review the UCC File for the related Dealer and confirm a UCC financing statement is in effect and Ford Credit is the secured party in first position, except for any Permitted Lien. Observe the Floorplan Financing Agreement and confirm it is dated prior to the filing date of the original UCC financing statement in the UCC File. Review the collateral description in the UCC financing statement in the UCC File and confirm it is completed according to the applicable Ford Credit procedure.

SB-5

Representation and Warranty (Section references are to Section 2.4 of the Sale and Servicing Agreements (Section 2.3 of Receivables Purchase Agreements))	Tests
	Observe the date interest started accruing for the Receivable on the Floorplan Finance System Report and confirm a UCC financing statement in effect on that date is in the UCC File.
(h)  except for any Adjustment Fees payable by Ford, will at all times be the legal and assignable payment obligation of the related Dealer, enforceable against such Dealer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or other similar laws;	Test 2.4(a)(iii): (h) — 1: Agreement Form Observe the form number and revision date on the Floorplan Financing Agreement, if applicable, and confirm they are on the List of Approved Forms. Test 2.4(a)(iii): (h) — 2: No Prohibition of Payment Review the Floorplan Financing Agreement and confirm it does not contain a prohibition on assignment of the Dealer’s payment obligation by Ford Credit.
(i)  as to any Adjustment Fees payable by Ford, will at all times be the legal and assignable payment obligation of Ford, enforceable against Ford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or other similar laws.	Test 2.4(a)(iii): (i) — 1: Adjustment Fees Review the Sale and Assignment Agreement and confirm it contains terms for Adjustment Fees payable to Ford Credit.
(j)  is not subject to any right of rescission, setoff or any other defense of the related dealer or Ford, as applicable, including defenses arising out of violations of usury laws.	Test 2.4(a)(iii): (j) — 1: No Defense Review the Floorplan Financing Agreement and confirm there is no right of rescission or setoff for the related Dealer. Review the Sales and Service Agreement and confirm there is no right of rescission or setoff for the related Dealer. If the Receivable is in the In-transit Period, review the Sale and Assignment Agreement and confirm there is no right of rescission or setoff for Ford. Observe the related Dealer File and confirm there is no “Litigation Pending,” “Attorney Representation” and/or “Second Lien” indicated for the related Dealer, or, if so, confirm they were not present prior to the Addition Date. Test 2.4(a)(iii): (j) — 2: Dealer Good Standing Review the Certificate of Good Standing for the related Dealer and confirm the certificate indicates the Dealer is in “good standing” or similar status under applicable state law. Test 2.4(a)(iii): (j) — 3: State Rate Limit Confirmation Observe the interest rate and the state for the related Dealer on the most recent Wholesale Statement, and confirm the interest rate charged to the Dealer does not exceed the state limit as described in the applicable Ford Credit procedure.
(k)  as to which Ford, Ford Credit and the related Depositor, as applicable, have satisfied in all material respects all of their obligations required to be satisfied by them;	Test 2.4(a)(iii): (k) — 1: Confirm Receivable Confirm the Receivable is listed in the Securitization System Report.

SB-6

Representation and Warranty (Section references are to Section 2.4 of the Sale and Servicing Agreements (Section 2.3 of Receivables Purchase Agreements))	Tests
	Test 2.4(a)(iii): (k) — 2: Dealer Name Observe the Dealer name for the related Account in the Floorplan Finance System Report and confirm it matches the Dealer name on the Sales and Service Agreement and the Floorplan Financing Agreement, if applicable. Test 2.4(a)(iii): (k) — 3: Review Credit File Review the Dealer Credit File as of the Addition Date and confirm it was completed and actions were taken as required by the applicable Ford Credit procedures. Test 2.4(a)(iii): (k) — 4: Review In-transit Period Review the Ford Vehicle Drafting History Report and confirm the In-Transit Period is indicated for the Receivable. Test 2.4(a)(iii): (k) — 5: Review Payment to Ford Review the Ford Vehicle Drafting History Report and confirm the drafting date is indicated for the Receivable.
(l)  as to which none of Ford, Ford Credit or the related Depositor, as applicable, has taken or failed to take any action that would materially impair the rights of the Issuer or the Indenture Trustee in the Receivable; and	Test 2.4(a)(iii): (l) — 1: Confirm Receivable Confirm the Receivable is listed in the Securitization System Report. Test 2.4(a)(iii): (l) — 2: Dealer Name Observe the Dealer name for the related Account in the Floorplan Finance System Report and confirm it matches the Dealer name on the Sales and Service Agreement and the Floorplan Financing Agreement, if applicable. Test 2.4(a)(iii): (l) — 3: Review Credit File Review the Dealer Credit File as of the Addition Date and confirm it was completed and actions were taken as required by the applicable Ford Credit procedures. Test 2.4(a)(iii): (l) — 4: Review In-Transit Period Review the Ford Vehicle Drafting History Report and confirm the In-Transit Period is indicated for the Receivable. Test 2.4(a)(iii): (l) — 5: Review Payment to Ford Review the Ford Vehicle Drafting History Report and confirm the drafting date is indicated for the Receivable.
(m)  constitutes a “general intangible”, an “account”, a “payment intangible” or “tangible chattel paper”, each as defined in Article 9 of the UCC.	Test 2.4(a)(iii): (m) — 1: Agreement Form Observe the form number and revision date on the Floorplan Financing Agreement, if applicable, and confirm they are on the List of Approved Forms. Test 2.4(a)(iii): (m) — 2: Agreement Completed and Signed Observe the Floorplan Financing Agreement, if applicable, and confirm it is completed and signed according to the applicable Ford Credit procedure.

SB-7

EX-10.13

EXHIBIT 10.13

SERIES 20  -   ACCOUNT CONTROL AGREEMENT

among

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Grantor

                                                                         ,
as Secured Party

and

                                                                         ,
as Financial Institution

Dated as of              , 20   

TABLE OF CONTENTS

ARTICLE I USAGE AND DEFINITIONS		2
Section 1.1.	Usage and Definitions	2
ARTICLE II ESTABLISHMENT OF COLLATERAL ACCOUNTS		2
Section 2.1.	Description of Accounts	2
Section 2.2.	Account Changes	3
Section 2.3.	Account Types	3
Section 2.4.	Securities Accounts	3
ARTICLE III SECURED PARTY CONTROL		3
Section 3.1.	Control of Collateral Accounts	3
Section 3.2.	Investment Instructions	3
Section 3.3.	Conflicting Orders or Instructions	4
ARTICLE IV SUBORDINATION OF LIEN; WAIVER OF SET-OFF		4
Section 4.1.	Subordination	4
Section 4.2.	Set-off and Recoupment	4
ARTICLE V REPRESENTATIONS, WARRANTIES AND COVENANTS		4
Section 5.1.	Financial Institution’s Representations and Warranties	4
Section 5.2.	Financial Institution’s Covenants	5
ARTICLE VI OTHER AGREEMENTS		5
Section 6.1.	Location of Financial Institution	5
Section 6.2.	Reliance by Financial Institution	5
Section 6.3.	Termination and Replacement of Financial Institution	5
Section 6.4.	No Petition	5
Section 6.5.	Limitation of Liability	6
Section 6.6.	Conflict With Other Agreement	6
Section 6.7.	Termination	6
ARTICLE VII MISCELLANEOUS		6
Section 7.1.	Amendment	6
Section 7.2.	Benefit of Agreement	7
Section 7.3.	Notices	7
Section 7.4.	GOVERNING LAW	7
Section 7.5.	Submission to Jurisdiction	8
Section 7.6.	WAIVER OF JURY TRIAL	8
Section 7.7.	No Waiver; Remedies	8
Section 7.8.	Severability	8
Section 7.9.	Headings	8
Section 7.10.	Counterparts	8

i

SERIES 20  -   ACCOUNT CONTROL AGREEMENT, dated as of           , 20   (this “Agreement”), among FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory trust, as grantor (the “Grantor”),                         , a             , as Indenture Trustee for the benefit of the Series 20  -   Noteholders (in this capacity, the “Secured Party”), and                         , a            in its capacity as both a “securities intermediary” as defined in Section 8-102 of the UCC and a “bank” as defined in Section 9-102 of the UCC (in these capacities, the “Financial Institution”).

BACKGROUND

The Grantor is engaging in a securitization transaction in which it will issue the Series 20  -   Notes under an Indenture Supplement to an Indenture and the Secured Party will hold funds in bank accounts for the benefit of the Series 20  -   Noteholders.

The parties are entering into this Agreement to perfect the security interest in the bank accounts.

The parties agree as follows:

ARTICLE I
USAGE AND DEFINITIONS

Section 1.1.Usage and Definitions.  Capitalized terms used but not defined in this Agreement are defined in (a) Appendix A to the Series 20  -   Indenture Supplement, dated as of         , 20   (the “Indenture Supplement”), between the Grantor, as Issuer, and                         , as Indenture Trustee, or (b) Appendix A to (i) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan Corporation, as Depositor, the Grantor, as Issuer, and Ford Motor Credit Company LLC, as Servicer, and (ii) the Fifth Amended and Restated Sale and Servicing Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, among Ford Credit Floorplan LLC, as Depositor, the Issuer and the Servicer.  Each Appendix A also contains usage rules that apply to this Agreement.  Each Appendix A is incorporated by reference into this Agreement.  References to the “UCC” mean the Uniform Commercial Code as in effect in the State of New York.

ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS

Section 2.1.Description of Accounts.  The Financial Institution has established the following accounts (each, a “Collateral Account”):

“Series 20  -   Principal Funding Account —                          as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for Series 20  -  ” with account number      .

“Series 20  -   Reserve Account —                          as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for Series 20  -  ” with account number      .

2

“Series 20  -   Accumulation Period Reserve Account —                       as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for Series 20  -  ” with account number      .

Section 2.2.Account Changes.  Neither the Financial Institution nor the Grantor will change the name or account number of a Collateral Account without the consent of the Secured Party.  The Financial Institution will promptly notify the Servicer of any changes.  This Agreement will apply to each successor account to a Collateral Account, which will also be a Collateral Account.

Section 2.3.Account Types.  The Financial Institution agrees that each Collateral Account is, and will be maintained as, either a “securities account” (as defined in Section 8-501 of the UCC) or a “deposit account” (as defined in Section 9-102(a)(29) of the UCC).

Section 2.4.Securities Accounts.  If a Collateral Account is a securities account, the Financial Institution agrees that:

(a)Financial Assets.  It will promptly credit each item of property (whether cash, investment property, security, instrument or other financial asset) delivered to the Financial Institution under the Indenture Supplement to the Collateral Account and treat each item of property as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); and

(b)Registration and Indorsement.  It will ensure that all financial assets (other than cash) credited to the Collateral Account are registered in the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained in the name of the Financial Institution and that no financial asset credited to the Collateral Account is registered in the name of the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless it has been indorsed to the Financial Institution or in blank.

ARTICLE III
SECURED PARTY CONTROL

Section 3.1.Control of Collateral Accounts.  To establish “control” of the Collateral Accounts by the Secured Party under Sections 9-104 and 9-106 of the UCC, the Financial Institution agrees to comply with any order or instruction from the Secured Party directing the deposit, withdrawal, transfer or redemption of the cash or other financial assets credited to a Collateral Account (a “Secured Party Order”) without the need for consent by the Grantor or any other Person.

Section 3.2.Investment Instructions.  If (a) the Financial Institution has not received a Secured Party Order for the investment of funds in a Collateral Account by 11:00 a.m. New York time (or another time agreed to by the Financial Institution) on the Business Day before a Payment Date or (b) the Financial Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred and is continuing for the Series 20  -   Notes, the Financial Institution will invest and reinvest funds in the Collateral Account according to the last investment instruction received, if any.  If no prior investment instructions have been received or

3

if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions.

Section 3.3.Conflicting Orders or Instructions.  If the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor or any other Person, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor or such other Person.

ARTICLE IV
SUBORDINATION OF LIEN; WAIVER OF SET-OFF

Section 4.1.Subordination.  If the Financial Institution has a security interest in a Collateral Account, the Financial Institution agrees that the security interest will be subordinate to the security interest of the Secured Party.

Section 4.2.Set-off and Recoupment.  The cash, investment property, security, instrument or other financial assets credited to a Collateral Account will not be subject to deduction, set-off, recoupment, banker’s lien, or other right in favor of a Person other than the Secured Party.  However, the Financial Institution may set off (a) the customary fees and expenses for the routine maintenance and operation of the Collateral Account due to the Financial Institution, (b) the face amount of checks credited to the Collateral Account but subsequently returned unpaid due to uncollected or insufficient funds and (c) advances made to settle an investment of funds in the Collateral Account.

ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 5.1.Financial Institution’s Representations and Warranties.  The Financial Institution represents and warrants to the Grantor and the Secured Party as follows:

(a)Enforceability.  This Agreement is the legal, valid and binding obligation of the Financial Institution.

(b)No Agreements with Grantor.  There are no agreements between the Financial Institution and the Grantor relating to a Collateral Account other than this Agreement, the Indenture Supplement and the other Series 20  -   Transaction Documents.

(c)No Other Agreements.  The Financial Institution has not entered into an agreement relating to a Collateral Account in which it has agreed to comply with “entitlement orders” (as defined in Section 8-102(a)(8) of the UCC) or “instructions” (within the meaning of Section 9-104 of the UCC) of any Person other than the Secured Party.

(d)No Limitations.  The Financial Institution has not entered into an agreement limiting or conditioning the Financial Institution’s obligation to comply with any Secured Party Order.

4

(e)No Liens.  Except for the claims and interests of the Secured Party and the Grantor, the Financial Institution does not know of a lien on, or claim to, or interest in, a Collateral Account or in the cash or other financial assets credited to a Collateral Account.

Section 5.2.Financial Institution’s Covenants.

(a)Statements, Confirmations and Other Correspondence.  The Financial Institution will promptly deliver copies of statements, confirmations and correspondence about the Collateral Accounts and the cash or other financial assets credited to a Collateral Account to the Grantor and the Secured Party.

(b)Notice of Claim.  If a Person asserts a lien, encumbrance or claim against a Collateral Account (or in the cash or other financial assets credited to a Collateral Account), the Financial Institution will promptly notify the Secured Party.

(c)Negative Covenants.  Until the termination of this Agreement, the Financial Institution will not enter into (i) an agreement relating to a Collateral Account in which it agrees to comply with entitlement orders or instructions of any Person other than the Secured Party or (ii) an agreement limiting or conditioning the Financial Institution’s obligation to comply with Secured Party Orders.

ARTICLE VI
OTHER AGREEMENTS

Section 6.1.Location of Financial Institution.  For purposes of the UCC, New York will be the location of (i) the bank for purposes of Sections 9-301, 9-304 and 9-305 of the UCC and (ii) the securities intermediary for purposes of Sections 9-301 and 9-305 and Section 8-110 of the UCC.

Section 6.2.Reliance by Financial Institution.  The Financial Institution is not obligated to investigate or inquire whether the Secured Party may deliver a Secured Party Order.  The Financial Institution may rely on communications (including Secured Party Orders) believed by it in good faith to be genuine and given by the proper party.

Section 6.3.Termination and Replacement of Financial Institution.  The Financial Institution may terminate its rights and obligations under this Agreement if the Secured Party resigns or is removed as Indenture Trustee under the Indenture Supplement and the Indenture.  The Grantor may terminate the rights and obligations of the Financial Institution if the Financial Institution ceases to be a Qualified Institution.  No termination of the Financial Institution will be effective until new Collateral Accounts are established with, and the cash and other financial assets credited to the Collateral Accounts are transferred to, another securities intermediary who has agreed to accept the obligations of the Financial Institution under this Agreement or a similar agreement.

Section 6.4.No Petition.  Each party agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after payment in full of (a) all securities issued by either Depositor or by a trust for which either Depositor was a depositor or (b) the Notes, it will not start or pursue against, or join any other Person in starting or pursuing against,

5

(i) either Depositor or (ii) the Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any bankruptcy or similar law.  This Section 6.4 will survive the termination of this Agreement.

Section 6.5.Limitation of Liability.

(a)Financial Institution.  The Financial Institution will not be liable under this Agreement, except for (i) its own willful misconduct, bad faith or negligence or (ii) breach of its representations and warranties in this Agreement.  The Financial Institution will not be liable for special, indirect or consequential losses or damages (including lost profit), even if the Financial Institution has been advised of the likelihood of the loss or damage and regardless of the form of action.

(b)Secured Party.  In performing its obligations under this Agreement, the Secured Party is subject to, and entitled to the benefits of, the terms of the Indenture Supplement and the Indenture that apply to the Indenture Trustee.

(c)Owner Trustee.  This Agreement has been signed on behalf of the Grantor by                      , not in its individual capacity, but solely in its capacity as Owner Trustee of the Grantor.  In no event will                       in its individual capacity or a beneficial owner of the Grantor be liable for the Grantor’s obligations under this Agreement.  For all purposes under this Agreement, the Owner Trustee is subject to, and entitled to the benefits of, the Trust Agreement.

Section 6.6.Conflict With Other Agreement.  If there is conflict between this Agreement and any other agreement relating to a Collateral Account, this Agreement will govern.

Section 6.7.Termination.  This Agreement will terminate on the date the security interests of the Secured Party in each Collateral Account are terminated under the Indenture Supplement and the Indenture and the Secured Party has notified the Financial Institution of the termination of the security interest.  The termination of this Agreement will not terminate a Collateral Account or change the obligations of the Financial Institution to the Grantor relating to a Collateral Account.

ARTICLE VII
MISCELLANEOUS

Section 7.1.Amendment.

(a)Amendments.  The parties may amend this Agreement:

(i)to clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with the other terms of this Agreement, in each case without the consent of the Series 20  -   Noteholders or any other Person;

6

(ii)to add, change or eliminate terms of this Agreement, in each case without the consent of the Series 20  -   Noteholders or any other Person, if the Administrator delivers an Officer’s Certificate to the Grantor, the Owner Trustee and the Indenture Trustee stating that the amendment will not have a material adverse effect on the Series 20  -   Noteholders; or

(iii)to add, change or eliminate terms of this Agreement for which an Officer’s Certificate is not or cannot be delivered under Section 7.1(a)(ii), with the consent of the Series 20  -   Noteholders of a majority of the Note Balance of each Class of Series 20  -   Notes Outstanding (with each affected Class voting separately, except that all Series 20  -   Noteholders of Class A Notes will vote together as a single class).

(b)Notice of Amendments.  The Administrator will notify the Rating Agencies in advance of any amendment.  Promptly after the execution of an amendment, the Administrator will deliver a copy of the amendment to the Rating Agencies.

Section 7.2.Benefit of Agreement.  This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.  No other Person will have any right or obligation under this Agreement.

Section 7.3.Notices.

(a)Notices to Parties.  Notices, requests, demands, consents, waivers or other communications to or from the parties must be in writing and will be considered received by the recipient:

(i)for overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed to the recipient;

(ii)for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;

(iii)for an email, when receipt is confirmed by telephone or reply email from the recipient; and

(iv)for an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement of confirmation of receipt) stating that the electronic posting has been made.

(b)Notice Addresses.  A notice, request, demand, consent, waiver or other communication must be addressed to the recipient at its address stated in Schedule B to the Sale and Servicing Agreements, which address the party may change by notifying the other parties.

Section 7.4.GOVERNING LAW.  THIS AGREEMENT AND EACH COLLATERAL ACCOUNT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.

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Section 7.5.Submission to Jurisdiction.  Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement.  Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.

Section 7.6.WAIVER OF JURY TRIAL.  EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDINGS RELATING TO THIS AGREEMENT.

Section 7.7.No Waiver; Remedies.  No party’s failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.  No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or the exercise of any other power, right or remedy.  The powers, rights and remedies under this Agreement are in addition to any powers, rights and remedies under law.

Section 7.8.Severability.  If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and will not affect the validity, legality or enforceability of the remaining Agreement.

Section 7.9.Headings.  The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.

Section 7.10.Counterparts.  This Agreement may be executed in multiple counterparts.  Each counterpart will be an original and all counterparts will together be one document.

[Remainder of Page Left Blank]

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EXECUTED BY:
	FORD CREDIT FLOORPLAN MASTER OWNER
	TRUST A, as Grantor
	By:			, not in its
		individual capacity but solely as Owner Trustee of Ford Credit Floorplan Master Owner Trust A
	By:
		Name:
		Title:
			,
		as Secured Party
	By:
		Name:
		Title:
			,
		as Financial Institution
	By:
		Name:
		Title:

[Signature Page to Series 20    -      Account Control Agreement]

EX-24.1

EXHIBIT 24.1

POWER OF ATTORNEY FOR REGISTRATION STATEMENT OF
FORD CREDIT FLOORPLAN CORPORATION
COVERING ASSET BACKED SECURITIES

EACH OF THE UNDERSIGNED PERSONS appoints each of Susan J. Thomas and Robert G. Mossel his or her attorney and agent to do any and all acts and things and execute in his or her name (whether on behalf of FORD CREDIT FLOORPLAN CORPORATION, or as an officer or director of FORD CREDIT FLOORPLAN CORPORATION) on all documents the attorney and agent determines is necessary or advisable to enable FORD CREDIT FLOORPLAN CORPORATION to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement, including the power and authority to sign his or her name to that Registration Statement and to any amendments to the Registration Statement or any of the exhibits or schedules or the Prospectus to be filed with the Securities and Exchange Commission, and to file the same with the Securities and Exchange Commission.  Each of the undersigned ratifies and confirms all actions of the attorneys and agents taken under this power of attorney.  Either attorney and agent will have, and may exercise, all the powers given by this power of attorney.

EXECUTED on November 16, 2015.

/s/ Dave Webb	/s/ Susan J. Thomas
Dave Webb	Susan J. Thomas
/s/ Jane L. Carnarvon	/s/ Marion B. Harris
Jane L. Carnarvon	Marion B. Harris

Ford Credit Floorplan Corporation
c/o Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan  48126

I, Susan J. Thomas, am Secretary of Ford Credit Floorplan Corporation (the “Company”) and do certify that the attached resolutions were duly adopted by unanimous written consent of the board of directors of the Company on September 25, 2007, and such resolutions have not been amended, rescinded or otherwise modified.

EXECUTED as of November 16, 2015.

/s/ Susan J. Thomas

Susan J. Thomas

Secretary

Robert G. Mossel, as an Assistant Secretary of the Company, certifies that SUSAN J. THOMAS is the duly elected and qualified Secretary of the Company and that the signature above is her signature.

EXECUTED as of November 16, 2015.

/s/ Robert G. Mossel

Robert G. Mossel

Assistant Secretary

* * *

Receivables Financing Transactions

RESOLVED, That the Company is authorized to acquire, own, hold, sell, assign, service, pledge and otherwise deal with accounts receivable or leases (including all right, title and interest in them) relating to new or used motor vehicles, including dealer floorplan finance receivables, retail installment sale contracts and motor vehicle leases from time to time originated or purchased by Ford Credit or its subsidiaries, and other rights to and proceeds of the foregoing (collectively, the “Receivables”), in connection with any securitization, other structured financing or whole loan transaction (each, a “Receivables Financing Transaction”).

Issuance and Sale of Asset Backed Securities

RESOLVED, That, in connection with any Receivables Financing Transaction, the Company is authorized to issue and sell, through one or more direct or indirect special purpose trusts (“Trusts”), notes, certificates or other securities in one or more classes or series (“Asset Backed Securities”) collateralized or backed by or representing an interest in, directly or indirectly, the Receivables, in one or more private or public offerings (each, an “Offering”) in the United States or any foreign country.

* * *

Registration of Asset Backed Securities

RESOLVED, That, in connection with any public Offerings of Asset Backed Securities in the United States required to be registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, the Company, on behalf of the related Trusts, is authorized to register with the Commission Asset Backed Securities in any principal amount and prepare and file with the Commission one or more registration statements covering such Asset Backed Securities, together with related prospectuses, exhibits and other documents that may be required with respect to the registration and offering of such Asset Backed Securities, and any amendments and supplements to the foregoing documents (collectively, the “Public Documents”).

* * *

RESOLVED, That each director and Authorized Officer of the Company is authorized to sign in his or her own behalf or in the name and on behalf of the Company any Public Documents or Foreign Public Documents, with such changes and in such forms as such directors and Authorized Officers may deem necessary, appropriate or desirable, as conclusively evidenced by his or her execution of the Public Documents or Foreign Public Documents, and that each Authorized Officer of the Company is authorized to cause any such Public Document or Foreign Public Documents to be filed with the Commission or the appropriate governing body or agency.

* * *

Appointment of Attorneys-In-Fact

RESOLVED, That each director and Authorized Officer who may be required to sign any Public Documents, Foreign Public Documents or State Documents is authorized to execute a power of attorney appointing Susan J. Thomas, Marion B. Harris, David M. Brandi and any other person designated by such director or Authorized Officer, individually and not jointly, as attorneys-in-fact with the power and authority to do and perform, in the name and on behalf of such director or Authorized Officer who had executed such a power of attorney, every act that any such attorneys may deem necessary, appropriate or desirable to be done in connection with such Public Documents, Foreign Public Documents or State Documents as such director or Authorized Officer might or could do in person, including to sign his or her name in the capacity of attorney on any such documents and file the same with the Commission or the appropriate governing body or agency in a foreign jurisdiction or the appropriate State authorities.

RESOLVED, That if a prescribed form of resolutions of the Board of Directors is required (i) for an application or other instrument filed for the purpose of any registration, qualification, permit, license or exemption in any State or (ii) for registration or qualification of Asset Backed Securities with the Commission or any governing body or agency of any foreign country, each such resolution will be deemed adopted; and that the Secretary or Assistant Secretary of the Company is authorized to certify that such resolutions were duly adopted by the Board of Directors by this written consent.

* * *

EX-24.2

EXHIBIT 24.2

POWER OF ATTORNEY FOR REGISTRATION STATEMENT OF
FORD CREDIT FLOORPLAN LLC
COVERING ASSET BACKED SECURITIES

EACH OF THE UNDERSIGNED PERSONS appoints each of Susan J. Thomas and Robert G. Mossel his or her attorney and agent to do any and all acts and things and execute in his or her name (whether on behalf of FORD CREDIT FLOORPLAN LLC, or as an officer or manager of FORD CREDIT FLOORPLAN LLC) on all documents the attorney and agent determines is necessary or advisable to enable FORD CREDIT FLOORPLAN LLC to comply with the Securities Act of 1933, as amended, and any requirements of the Securities and Exchange Commission, in connection with a Registration Statement and any and all amendments (including post-effective amendments) to the Registration Statement, including the power and authority to sign his or her name to that Registration Statement and to any amendments to the Registration Statement or any of the exhibits or schedules or the Prospectus to be filed with the Securities and Exchange Commission, and to file the same with the Securities and Exchange Commission.  Each of the undersigned ratifies and confirms all actions of the attorneys and agents taken under this power of attorney.  Either attorney and agent will have, and may exercise, all the powers given by this power of attorney.

EXECUTED on November 16, 2015.

/s/ Dave Webb	/s/ Susan J. Thomas
Dave Webb	Susan J. Thomas
/s/ Jane L. Carnarvon	/s/ Marion B. Harris
Jane L. Carnarvon	Marion B. Harris

Ford Credit Floorplan LLC
c/o Ford Motor Credit Company LLC
One American Road
Dearborn, Michigan  48126

I, Susan J. Thomas, am Secretary of Ford Credit Floorplan LLC (the “Company”) and do certify that the attached resolutions were duly adopted by unanimous written consent of the board of managers of the Company on September 25, 2007, and those resolutions have not been amended, rescinded or otherwise modified.

EXECUTED as of November 16, 2015.

/s/ Susan J. Thomas

Susan J. Thomas

Secretary

Robert G. Mossel, as an Assistant Secretary of the Company, certifies that SUSAN J. THOMAS is the duly elected and qualified Secretary of the Company and that the signature above is her signature.

EXECUTED as of November 16, 2015.

/s/ Robert G. Mossel

Robert G. Mossel

Assistant Secretary

* * *

Receivables Financing Transactions

RESOLVED, That the Company is authorized to acquire, own, hold, sell, assign, service, pledge and otherwise deal with accounts receivable or leases (including all right, title and interest in them) relating to new or used motor vehicles, including dealer floorplan finance receivables, retail installment sale contracts and motor vehicle leases from time to time originated or purchased by Ford Credit or its subsidiaries, and other rights to and proceeds of the foregoing (collectively, the “Receivables”), in connection with any securitization, other structured financing or whole loan transaction (each, a “Receivables Financing Transaction”).

Issuance and Sale of Asset Backed Securities

RESOLVED, That, in connection with any Receivables Financing Transaction, the Company is authorized to issue and sell, through one or more direct or indirect special purpose trusts (“Trusts”), notes, certificates or other securities in one or more classes or series (“Asset Backed Securities”) collateralized or backed by or representing an interest in, directly or indirectly, the Receivables, in one or more private or public offerings (each, an “Offering”) in the United States or any foreign country.

* * *

Registration of Asset Backed Securities

RESOLVED, That, in connection with any public Offerings of Asset Backed Securities in the United States required to be registered with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended, the Company, on behalf of the related Trusts, is authorized to register with the Commission Asset Backed Securities in any principal amount and prepare and file with the Commission one or more registration statements covering such Asset Backed Securities, together with related prospectuses, exhibits and other documents that may be required with respect to the registration and offering of such Asset Backed Securities, and any amendments and supplements to the foregoing documents (collectively, the “Public Documents”).

* * *

RESOLVED, That each manager and Authorized Officer of the Company is authorized to sign in his or her own behalf or in the name and on behalf of the Company any Public Documents or Foreign Public Documents, with such changes and in such forms as such managers and Authorized Officers may deem necessary, appropriate or desirable, as conclusively evidenced by his or her execution of the Public Documents or Foreign Public Documents, and that each Authorized Officer of the Company is authorized to cause any such Public Document or Foreign Public Documents to be filed with the Commission or the appropriate governing body or agency.

* * *

Appointment of Attorneys-In-Fact

RESOLVED, That each manager and Authorized Officer who may be required to sign any Public Documents, Foreign Public Documents or State Documents is authorized to execute a power of attorney appointing Susan J. Thomas, Marion B. Harris, David M. Brandi and any other person designated by such manager or Authorized Officer, individually and not jointly, as attorneys-in-fact with the power and authority to do and perform, in the name and on behalf of such manager or Authorized Officer who had executed such a power of attorney, every act that any such attorneys may deem necessary, appropriate or desirable to be done in connection with such Public Documents, Foreign Public Documents or State Documents as such manager or Authorized Officer might or could do in person, including to sign his or her name in the capacity of attorney on any such documents and file the same with the Commission or the appropriate governing body or agency in a foreign jurisdiction or the appropriate State authorities.

RESOLVED, That if a prescribed form of resolutions of the Board of Managers is required (i) for an application or other instrument filed for the purpose of any registration, qualification, permit, license or exemption in any State or (ii) for registration or qualification of Asset Backed Securities with the Commission or any governing body or agency of any foreign country, each such resolution will be deemed adopted; and that the Secretary or Assistant Secretary of the Company is authorized to certify that such resolutions were duly adopted by the Board of Managers by this written consent.

* * *

EX-36.1

EXHIBIT 36.1

Certification

I, [identify the certifying individual], certify as of [the date of final prospectus under 17 CFR §230.424] that:

1.             I have reviewed the prospectus relating to the Class A[-1], [Class A-2, Class B, Class C and Class D] Notes of Ford Credit Floorplan Master Owner Trust A (the “securities”) and am familiar with, in all material respects, the following:  The characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2.             Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3.             Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4.             Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

Date:            , 20  .

[Name]

President and Assistant Treasurer

(chief executive officer) of Ford Credit Floorplan Corporation

EX-36.2

EXHIBIT 36.2

Certification

I, [identify certifying individual], certify as of [the date of final prospectus under 17 CFR §230.424] that:

1.             I have reviewed the prospectus relating to the Class A[-1], [Class A-2, Class B, Class C and Class D] Notes of Ford Credit Floorplan Master Owner Trust A (the “securities”) and am familiar with, in all material respects, the following:  The characteristics of the securitized assets underlying the offering (the “securitized assets”), the structure of the securitization, and all material underlying transaction agreements as described in the prospectus;

2.             Based on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading;

3.             Based on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments or distributions on the securities in accordance with their terms; and

4.             Based on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization, and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities, however denominated) in accordance with their terms as described in the prospectus.

The foregoing certifications are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.

Date:            , 20  .

[Name]

President and Assistant Treasurer

(chief executive officer) of Ford Credit Floorplan LLC