0001104659-19-019941.txt : 20190404 0001104659-19-019941.hdr.sgml : 20190404 20190404160010 ACCESSION NUMBER: 0001104659-19-019941 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20190402 0000872471 0000038009 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20190404 DATE AS OF CHANGE: 20190404 ABS ASSET CLASS: Floorplan financings FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD CREDIT FLOORPLAN MASTER OWNER TRUST A CENTRAL INDEX KEY: 0001159408 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 386787145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-60756-04 FILM NUMBER: 19732242 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 313-323-7070 MAIL ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Ford Credit Floorplan Corp CENTRAL INDEX KEY: 0000872471 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 382973806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 033-39027 FILM NUMBER: 19732241 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 BUSINESS PHONE: 313-594-3495 MAIL ADDRESS: STREET 1: ONE AMERICAN ROAD CITY: DEARBORN STATE: MI ZIP: 48126 FORMER COMPANY: FORMER CONFORMED NAME: FORD CREDIT FLOORPLAN CORP DATE OF NAME CHANGE: 20010731 FORMER COMPANY: FORMER CONFORMED NAME: FORD CREDIT AUTO RECEIVABLES CORP DATE OF NAME CHANGE: 19921111 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FORD CREDIT FLOORPLAN LLC CENTRAL INDEX KEY: 0001061198 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 383372243 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-57305 FILM NUMBER: 19732243 BUSINESS ADDRESS: STREET 1: ONE AMERICAN ROAD STREET 2: ROOM 1034 CITY: DEARBORN STATE: MI ZIP: 48126 MAIL ADDRESS: STREET 1: ONE AMERICAN ROAD STREET 2: ROOM 1034 CITY: DEARBORN STATE: MI ZIP: 48126 8-K 1 a19-7336_238k.htm 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 2, 2019

Ford Credit Floorplan Master Owner Trust A

(Exact Name of Issuing Entity as Specified in Charter)

Commission File Number: 333-227766

Central Index Key Number: 0001159408

Ford Credit Floorplan LLC and Ford Credit Floorplan Corporation

(Exact Name of Registrants/Depositors as Specified in Charter)

Commission File Numbers: 333-227766-01 and 333-227766-02

Central Index Key Numbers: 0001061198 and 0000872471

Ford Motor Credit Company LLC

(Exact Name of Sponsor as Specified in Charter)

Central Index Key Number: 0000038009

Delaware

(State or Other Jurisdiction of Incorporation of the Registrants)

38-3372243 and 38-2973806

(IRS Employer Identification No. of the Registrants)

c/o Ford Motor Company – Ford Credit SPE Management Office
World Headquarters, Suite 802-A3
One American Road
Dearborn, Michigan

48126

(Address of Principal Executive Offices of the Registrants)

(Zip Code)

Registrants’ telephone number, including area code: 313-594-3495

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 1.01 Entry into a Material Definitive Agreement.

In connection with the issuance by Ford Credit Floorplan Master Owner Trust A (the “Trust”) of the asset-backed securities (the “Notes”) described in the Prospectus, dated April 2, 2019 (the “Prospectus”), which was filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(2) by Ford Credit Floorplan Corporation and Ford Credit Floorplan LLC (the “Registrants” or the “Depositors”), the Depositors entered into an Underwriting Agreement on April 2, 2019 (the “Underwriting Agreement”) with the underwriters listed in Item 9.01(d) below. The Underwriting Agreement is described more fully in the Prospectus.

Item 8.01 Other Events.

In connection with the offering of the Notes, the chief executive officer of the Depositors has made the certifications required by Paragraph I.B.1(a) of Form SF-3. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36) of Regulation S-K.

On the closing date for the issuance of the Notes stated in the Prospectus (the “Closing Date”), the Depositors and/or the Trust will enter into the other agreements listed in Item 9.01(d) below (such agreements, the “Transaction Documents”). The Transaction Documents are described more fully in the Prospectus.

Substantially final versions of the Transaction Documents, the forms of which were filed as exhibits to the Registration Statement, are being filed on this Current Report to satisfy the requirements of Item 1100(f) of Regulation AB.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable

(b) Not applicable

(d) Exhibits:

Exhibit No.		Description
1.1		Underwriting Agreement, dated April 2, 2019, among the Depositors, the Sponsor and Barclays Capital Inc., Credit Agricole Securities (USA) Inc., Lloyds Securities Inc., Citigroup Global Markets Inc. and Mizuho Securities USA LLC.
4.2		Series 2019-1 Indenture Supplement, to be dated as of April 1, 2019, between the Trust and the Indenture Trustee.
10.15		Series 2019-1 Account Control Agreement, to be dated as of April 1, 2019, between the Trust and The Bank of New York Mellon.
36.1		Depositor (Ford Credit Floorplan Corporation) Certification for shelf offerings of asset-backed securities.

36.2

Depositor (Ford Credit Floorplan LLC) Certification for shelf offerings of asset-backed securities.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their respective behalves by the undersigned hereunto duly authorized.

FORD CREDIT FLOORPLAN CORPORATION

By:	/s/ Nathan Herbert
	Name:	Nathan Herbert
	Title:	Assistant Secretary

FORD CREDIT FLOORPLAN LLC

By:	/s/ Nathan Herbert
	Name:	Nathan Herbert
	Title:	Assistant Secretary

Dated: April 4, 2019

EX-1.1 2 a19-7336_23ex1d1.htm EX-1.1

EXHIBIT 1.1

EXECUTION VERSION

Ford Credit Floorplan Corporation
Ford Credit Floorplan LLC

Ford Credit Floorplan Master Owner Trust A
Series 2019-1 Notes

Underwriting Agreement

April 2, 2019

Barclays Capital Inc.

Credit Agricole Securities (USA) Inc.

Lloyds Securities Inc.

Citigroup Global Markets Inc.

Mizuho Securities USA LLC

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 Notes and Class B 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 other 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 an amended and restated trust agreement (the “Trust Agreement”) between the Depositors and U.S. Bank Trust National Association, 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 C Notes (the “Class C Notes”) and the Class D Notes (the “Class D Notes” and, collectively with the Offered Notes and the Class C Notes, the “Series 2019-1 Notes” or the “Notes”). The Class C Notes and the 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”) each between the Trust and The Bank of New York Mellon, 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 Wells Fargo Bank, National Association, as back-up servicer (the “Back-up Servicer”). Ford Credit also acts as administrator (the “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 The Bank of New York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts for the Series 2019-1 Notes will be perfected under a separate account control agreement (the “Series 2019-1 Account Control Agreement”) to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New York Mellon, 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 Clayton Fixed Income Services LLC, 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 2019-1 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 Nos. 333-227766, 333-227766-01 and 333-227766-02), 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 December 4, 2018 (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)”), 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” (as amended or supplemented and including all documents incorporated by reference in the preliminary prospectus, 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 other 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 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 after 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 of the Offered Notes to the Representatives, for the account of the Underwriters, at the office of Katten Muchin Rosenman LLP, New York, New York, 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) through (r) 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 its date 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 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) the Preliminary Prospectus, at least three business days before the Time of Sale.

(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 at the Time of Sale 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 Depositors make 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, subject to Section 1, 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 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 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 (or retained by the Depositor), 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 of 1940. In making this determination for the Trust, the Trust 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.

(o) Volcker Rule. The Trust is not 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.

(r) Regulation RR Risk Retention. Ford Credit, as Sponsor, has complied and on the Closing Date will comply with all requirements imposed on the “sponsor of a securitization transaction” according to Regulation RR under the Exchange Act (17 C.F.R. §246.1, et seq.) (“Regulation RR”) in the manner described in the Preliminary Prospectus under the heading “Credit Risk Retention.”

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, will 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 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.

(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 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 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.

(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 depositors have 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 depositors have filed with the SEC for more complete information about the depositors, 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 depositors, 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 1-888-603-5847.

(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 included in the “Time of Sale Information” in the Terms Annex and any other 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 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.

(i) Filing of Underwriter Free Writing Prospectuses. Subject to Section 5(h)(iv), 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 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 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 sales of Offered Notes in the United States or to U.S. persons will only be made by it 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.

(q) United Kingdom. Each Underwriter severally, but not jointly, represents and agrees that (i) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, or “FSMA”) received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of the FSMA does not apply to the Trust or the Depositors, and (ii) it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in, from or involving the United Kingdom.

(r) European Economic Area. Each Underwriter severally, but not jointly, represents and agrees that it has not offered, sold or otherwise made available and will not offer, sell or otherwise make available any Offered Notes which are the subject of the Prospectus to any “retail investor” in the European Economic Area. For the purposes of this provision:

(i) the expression “retail investor” means a person who is one (or more) of the following:

(A) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”),

(B) a customer within the meaning of Directive 2016/97/EC (known as the Insurance Distribution Directive) as amended or superseded, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II, or

(C) not a “qualified investor” as defined in Directive 2003/71/EC (known as the Prospectus Directive) as amended or superseded, and

(ii) the expression “offer” includes the communication in any form and by any means of sufficient information on the terms of the offer and the Offered Notes so as to enable an investor to decide to purchase or subscribe the Offered Notes.

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.

(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 sale of the Offered 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 on or 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 sale of the Offered 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.

(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 the Closing Date, each of which will be reasonably satisfactory to the Representatives.

(i) In-house Opinion of Ford Credit. Nathan Herbert, an Assistant Secretary of the Depositors, and an in-house counsel of Ford (the ultimate parent company of Ford Credit), about certain corporate matters relating to Ford Credit and the Depositors.

(ii) In-house Opinion of Ford. Corey MacGillivray, Managing Counsel and Assistant Secretary of Ford, about certain corporate matters relating to Ford and the Sale and Assignment Agreement.

(iii) Corporate and Securities Law Opinion. Katten Muchin Rosenman LLP, special counsel to the Depositors and Ford Credit, about certain corporate and securities law matters relating to Ford Credit, the Depositors and the Trust.

(iv) Bankruptcy Opinion. Katten Muchin Rosenman LLP, special counsel to the Depositors and Ford Credit, about certain bankruptcy law matters.

(v) Security Interest Opinion. Katten Muchin Rosenman LLP, special counsel to the Depositors and Ford Credit, about certain security interest matters.

(vi) Tax Opinion. Katten Muchin Rosenman LLP, special tax counsel to the Depositors and Ford Credit, about certain federal tax matters.

(vii) Negative Assurance Letter. Katten Muchin Rosenman LLP, special counsel to the Depositors and Ford Credit, about the Registration Statement, the Preliminary Prospectus, the Time of Sale Information and the Prospectus.

(viii) Underwriters Counsel Negative Assurance Letter. Kirkland & Ellis LLP, counsel to the Underwriters, about the Preliminary Prospectus and the Prospectus.

(ix) Owner Trustee Opinion. Richards, Layton & Finger P.A., counsel to the Owner Trustee, about certain corporate matters relating to the Owner Trustee.

(x) Delaware Trust Opinion. Richards, Layton & Finger P.A., counsel to the Trust, about certain corporate matters relating to the Trust.

(xi) Indenture Trustee Opinion. Emmet, Marvin & Martin LLP, counsel to the Indenture Trustee, about certain corporate matters relating to the Indenture Trustee.

(xii) In-house Back-up Servicer Opinion. In-house counsel of the Back-up Servicer, about certain corporate matters relating to the Back-up Servicer.

(xiii) Asset Representations Reviewer Opinion. Robert A. Harris, General Counsel of Clayton Fixed Income Services LLC, 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 ratings to the Offered Notes at least as high as the ratings 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 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 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, on the one hand, or by that Underwriter, on the other, 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 that 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.

(e) Limitation on Certain Liabilities. Notwithstanding anything else in 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; Other Agreements.

(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.

(c) Recognition of the U.S. Special Resolution Regimes. In the event that any Underwriter that is a Covered Entity (or, solely with respect to Section (ii) below, a BHC Act Affiliate of such Underwriter) becomes subject to a proceeding under a U.S. Special Resolution Regime:

(i) the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States; and

(ii) Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States.

(iii) For the purposes of this provision:

(A) “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and will be interpreted in accordance with, 12 U.S.C. § 1841(k);

(B) “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b);

(C) “Default Right” has the meaning assigned to that term in, and will be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable; and

(D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.

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 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, Ford Credit 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, directions, 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 and properly addressed to the recipient, 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 the requirement of confirmation of receipt) stating that the electronic posting has been made.

(b) Notices to Depositors. Communications to the Depositors must be addressed to:

Ford Credit Floorplan Corporation and
Ford Credit Floorplan LLC
c/o Ford Motor Company
World Headquarters, Suite 805-A4
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
c/o Ford Motor Company
One American Road
Suite 1038
Dearborn, Michigan 48126
Attention: Office of General Counsel
Fax: (313) 337-9591
Email: notice@ford.com

(d) Notices to Representatives. Communications to the Representatives, in their capacity as Representatives of the Underwriters or in their individual capacities, must be addressed 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]

EXECUTED BY:

FORD CREDIT FLOORPLAN CORPORATION


By:	/s/ Ryan M. Hershberger
	Name:	Ryan M. Hershberger
	Title:	President and Assistant Treasurer

FORD CREDIT FLOORPLAN LLC


By:	/s/ Ryan M. Hershberger
	Name:	Ryan M. Hershberger
	Title:	President and Assistant Treasurer

FORD MOTOR CREDIT COMPANY LLC


By:	/s/ Ryan M. Hershberger
	Name:	Ryan M. Hershberger
	Title:	Assistant Treasurer

[Signature Page to Series 2019-1 Underwriting Agreement]

BARCLAYS CAPITAL INC.


By:	/s/ Jonathan Wu
	Name:	Jonathan Wu
	Title:	Managing Director


CREDIT AGRICOLE SECURITIES (USA) INC.


By:	/s/ Roger Klepper
	Name:	Roger Klepper
	Title:	Managing Director


LLOYDS SECURITIES INC.


By:	/s/ Parker Russell
	Name:	Parker Russell
	Title:	Managing Director


CITIGROUP GLOBAL MARKETS INC.


By:	/s/ Gerard Drumm
	Name:	Gerard Drumm
	Title:	Director


MIZUHO SECURITIES USA LLC


By:	/s/ Robert Cicchetti
	Name:	Robert Cicchetti
	Title:	Executive Director


Each as an Underwriter and as a
Representative of the other Underwriters

[Signature Page to Series 2019-1 Underwriting Agreement]

TERMS ANNEX

FORD CREDIT AUTO OWNER TRUST 2019-1

April 2, 2019

Offered Notes

Class A Notes

Class B Notes

Retained Notes

Class C Notes

Class D Notes

Underwriters

Barclays Capital Inc.

Credit Agricole Securities (USA) Inc.

Lloyds Securities Inc.

Citigroup Global Markets Inc.

Mizuho Securities USA LLC

BB Securities Limited

U.S. Bancorp Investments, Inc.

Terms of the Offered Notes

Pricing Date: April 2, 2019

Time of Sale: 12:46 p.m. (New York City time), April 2, 2019

Closing Date: April 9, 2019

Expected Ratings as of the Closing Date

The ratings on each Class of Offered Notes 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 Notes	$	750,000,000	2.84	%	99.71064	%	0.275	%	March 15, 2024
Class B Notes	$	34,539,000	3.04	%	99.69250	%	0.300	%	March 15, 2024

Underwriters and Allotments

Underwriters	Initial Principal Amount of Class A Notes		Initial Principal Amount of Class B Notes
Barclays Capital Inc.	$	135,000,000	$	6,908,000
Credit Agricole Securities (USA) Inc.	135,000,000		6,908,000
Lloyds Securities Inc.	135,000,000		6,908,000
Citigroup Global Markets Inc.	135,000,000		6,908,000
Mizuho Securities USA LLC	135,000,000		6,907,000
BB Securities Limited	37,500,000		0
U.S. Bancorp Investments, Inc.	37,500,000		0
Total	$	750,000,000	$	34,539,000

A-2

Address for Notices to the Representatives

Barclays Capital Inc.
745 Seventh Avenue
New York, New York 10019

Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas
New York, New York 10019

Lloyds Securities Inc.
1095 Avenue of the Americas
New York, New York 10036

Citigroup Global Markets Inc.
388 Greenwich Street, 7th Floor
New York, New York 10013

Mizuho Securities USA LLC
320 Park Avenue, 12th Floor
New York, New York 10036

Time of Sale Information

Preliminary Prospectus:	Preliminary Prospectus, dated March 28, 2019

Trust Free Writing Prospectus:	Ratings FWP, dated March 28, 2019

Trust Free Writing Prospectus:	Roadshow Presentation, dated March 2019

Underwriter Free Writing Prospectus:	Bloomberg Pricing Screen, dated April 2, 2019

A-3

EX-4.2 3 a19-7336_23ex4d2.htm EX-4.2

EXHIBIT 4.2

SERIES 2019-1 INDENTURE SUPPLEMENT

between

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer

and

THE BANK OF NEW YORK MELLON,
as Indenture Trustee

Dated as of April 1, 2019

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 2019-1 NOTES		2

Section 2.1.	Creation of Series 2019-1 Notes	2
Section 2.2.	Principal Terms of Series 2019-1 Notes	2
Section 2.3.	Payments on Notes	3
Section 2.4.	Additional Issuance; Reopening	4

ARTICLE III REPORTS AND SERVICING		5

Section 3.1.	Reports and Statements to Series 2019-1 Noteholders	5
Section 3.2.	Servicing Compensation	5

ARTICLE IV RIGHTS OF SERIES 2019-1 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 2019-1 Accounts	12
Section 4.8.	Investment of Funds in Series 2019-1 Accounts	13
Section 4.9.	Series 2019-1 Reserve Accounts	14
Section 4.10.	Series 2019-1 Reserve Accumulation Period Reserve Accounts	15

ARTICLE V THE NOTES		15

Section 5.1.	Additional Terms Applicable to the Notes	15
Section 5.2.	Note Owner Representations	15
Section 5.3.	Rule 144A Notes	16
Section 5.4.	Communications by Series 2019-1 Noteholders	18
Section 5.5.	Series 2019-1 Noteholder Demand for Asset Representations Review	19
Section 5.6.	Tax Information	19

ARTICLE VI SERIES 2019-1 AMORTIZATION EVENTS		19

Section 6.1.	Series 2019-1 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

Appendix A	Usage and Definitions	AA-1
Exhibit A	Form of Notes	EA-1
Exhibit B	Form of Monthly Investor Report	EB-1

SERIES 2019-1 INDENTURE SUPPLEMENT, dated as of April 1, 2019 (this “Indenture Supplement”), 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.

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 2019-1 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 2019-1 Noteholders, all of the Issuer’s right, title and interest, whether now owned or acquired in the future, in, to and under the Series 2019-1 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 2019-1 Notes as stated in the Indenture and this Indenture Supplement for the benefit of the Series 2019-1 Noteholders and (b) the Issuer’s compliance with its obligations under the Indenture and this Indenture Supplement, all as stated in the Series 2019-1 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 2019-1 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 2019-1 NOTES

Section 2.1. Creation of Series 2019-1 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 2019-1 Asset Backed Notes” or the “Series 2019-1 Notes.”

(b) Indenture. The Series 2019-1 Notes are “Notes” and this Indenture Supplement is an “Indenture Supplement” for all purposes of the Indenture. If any terms of the Series 2019-1 Notes or this Indenture Supplement conflicts with or is inconsistent with the Indenture, the terms of the Series 2019-1 Notes or this Indenture Supplement will control.

Section 2.2. Principal Terms of Series 2019-1 Notes. The Principal Terms for the Series 2019-1 Notes are as follows:

(a) Series Issuance Date. The Series Issuance Date for the Series 2019-1 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 2019-1 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 Notes	2.84	%	$	750,000,000
Class B Notes	3.04	%	$	34,539,000
Class C Notes	3.19	%	$	49,342,000
Class D Notes	3.33	%	$	29,605,000

(d) Form of Notes. Each Class of Series 2019-1 Notes will be in substantially the form of Exhibit A with variations required or permitted by this Indenture Supplement and the Indenture. The Series 2019-1 Notes may have marks of identification and legends or endorsements as determined by the Responsible Person of the Issuer executing the Series 2019-1 Notes. The physical Series 2019-1 Notes will be produced by a method determined by the Responsible Person of the Issuer executing the Series 2019-1 Notes.

(e) Book-Entry Series 2019-1 Notes. The Series 2019-1 Notes initially will be issued as Book-Entry Notes. On or before the Series Issuance Date, Global Notes representing each Class of Series 2019-1 Notes will be deposited with the Clearing Agency.

(f) Denominations. The Series 2019-1 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 2019-1 Notes.

(h) Final Maturity Date. The Series 2019-1 Notes will be payable on the Series 2019-1 Final Maturity Date.

(i) Trust Termination Date. The date on which the Issuer is scheduled to terminate under Section 8.1(a)(i) of the Trust Agreement will be the latest to occur of (i) the date stated in Section 8.1(a)(i) of the Trust Agreement, (ii) December 31 of the year in which the Series 2019-1 Final Maturity Date occurs and (iii) any later date stated in another Indenture Supplement.

(j) Shelf-Eligible Series. Series 2019-1 is a Shelf-Eligible Series.

(k) EEA-Eligible Series. Series 2019-1 is not an EEA-Eligible Series.

Section 2.3. Payments on Notes.

(a) Interest Accrual. Each Class of Series 2019-1 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 will be calculated for each Interest Period on the basis of a 360-day year consisting of twelve 30-day months. Interest on each Note for each Interest Period will be due and payable on the related Payment Date.

(b) Principal. If a Series 2019-1 Amortization Event occurs before the Series 2019-1 Final Maturity Date, the principal of each Class of Series 2019-1 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 2019-1 Notes will be due and payable on the Series 2019-1 Final Maturity Date. The Note Balance of each Class of the Series 2019-1 Notes will be due and payable on the date the Series 2019-1 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. Payments of interest and principal on each Class of Series 2019-1 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 2019-1 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 related Record Date. Amounts paid by wire transfers or checks that are 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 2019-1 Note on a Payment Date or the Series 2019-1 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 notice will be delivered no later than five days before that date, and the place where the Series 2019-1 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, the Noteholders of any Series, create and issue additional Series 2019-1 Notes of the same Class as any Class issued on the Closing Date. Additional Series 2019-1 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 2019-1 Notes and (iii) the first payment of interest following the issuance of the additional Series 2019-1 Notes. When issued, the additional Series 2019-1 Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applying to those Series 2019-1 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 2019-1 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 2019-1 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;

(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 2019-1 Notes have been met;

(e) Subordination. On or before the additional issuance date for any 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 junior Class to the Note Principal Balance of any more senior Class to be equal to or greater than the proportion that existed on the Closing Date;

(f) Series 2019-1 Reserve Account. The Depositors have deposited in the Series 2019-1 Reserve Account from the proceeds of the issuance the amount as is necessary to cause the amount on deposit to equal the Series 2019-1 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 2019-1 Notes in the Excess Funding Account).

ARTICLE III
REPORTS AND SERVICING

Section 3.1. Reports and Statements to Series 2019-1 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 2019-1 Noteholders. On each Payment Date, the Indenture Trustee will deliver the Monthly Investor Report to each Series 2019-1 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 2019-1 Noteholders through the Indenture Trustee’s website, which initially is located at http://GCTInvestorreporting.bnymellon.com).

(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 2019-1 for a Payment Date is equal to the Monthly Servicing Fee. The portion of the Servicing Fee that is not allocable to Series 2019-1 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 2019-1 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.

ARTICLE IV
RIGHTS OF SERIES 2019-1 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 2019-1 and the Depositor Interest and then applied to Series 2019-1 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) (I) 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 (II) 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

(B) (I) 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 (II) 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 (I) the Monthly Depositor Servicing Fee for all Series for that Collection Period over (II) the amount deposited in the Collection Account under Section 4.1(b)(ii)(A); and

(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 2019-1. The Servicer will allocate to the Series 2019-1 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 2019-1 equals the excess of (A) 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(a)(i) through (xvi), over (B) 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 2019-1 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 Class A Notes, the Accrued Note Interest for the Class A Notes for that Payment Date;

(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;

(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 2019-1 Notes, and, to or at the direction of the Issuer, any expenses incurred by the Issuer for the Series 2019-1 Notes according to the Transaction Documents, in each case, if not paid by the Servicer or the Administrator, up to a maximum of $375,000 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 2019-1 Reserve Account, the Series 2019-1 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 2019-1 Accumulation Period Reserve Account Funding Date, to the Series 2019-1 Accumulation Period Reserve Account, the Series 2019-1 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 2019-1 Notes, and any expenses incurred by the Issuer for the Series 2019-1 Notes according to the Transaction Documents, in each case, if not paid by the Servicer or the Administrator or under clause (v) above;

(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 2019-1 Notes;

(xvi) to treat as Excess Interest Collections available from Series 2019-1, 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 (x) in that order. If the amount of Available Depositor Collections is insufficient to cover those shortfalls for Series 2019-1, as well as any similar shortfalls for other Series, then Available Depositor Collections will be allocated to Series 2019-1 based on the ratio that the Available Subordinated Amount for Series 2019-1 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 2019-1 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 the 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:

(i) on any Payment Date for the Controlled Accumulation Period or Early Amortization Period, to the Series 2019-1 Principal Funding Account, the excess, if any, of the Monthly Principal Amount for that Payment Date over the amount deposited in the Series 2019-1 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 the 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 2019-1 Principal Funding Account from the Excess Funding Account the lesser of (i) the Series 2019-1 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 2019-1 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 2019-1 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 2019-1 from the Series 2019-1 Principal Funding Account for payment in the following order of priority: (i) to the Noteholders of the Class A Notes, until the Note Balance of the 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 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 September 2021 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 August 2021 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 2019-1 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 2019-1 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 2019-1 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 2019-1 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 2019-1 Accounts.

(a) Establishment of Series 2019-1 Accounts. On or before the Closing Date, the Servicer will establish the following segregated trust accounts at a Qualified Institution (initially the corporate trust department of The Bank of New York Mellon), each in the name “The Bank of New York Mellon, as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for Series 2019-1”, to be designated as follows:

(i) “Principal Funding Account” with account number 5840408400;

(ii) “Reserve Account” with account number 5840478400; and

(iii) “Accumulation Period Reserve Account” with account number 5840308400.

(b) Control. Each of the Series 2019-1 Accounts will be under the control of the Indenture Trustee so long as the Series 2019-1 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 2019-1 Accounts according to the Series 2019-1 Transaction Documents. Following the payment in full of the Series 2019-1 Notes and the release of the Series 2019-1 Accounts from the Lien of this Indenture Supplement, the Series 2019-1 Accounts will be under the control of the Issuer.

(c) Benefit of Accounts; Deposits and Withdrawals. The Series 2019-1 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 Series 2019-1 Secured Parties and, after payment in full of the Series 2019-1 Notes and the release of the Series 2019-1 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 2019-1 Accounts will be made according to the Series 2019-1 Transaction Documents.

(d) Maintenance of Accounts. If an institution maintaining the Series 2019-1 Accounts ceases to be a Qualified Institution, the Servicer will, with the Indenture Trustee’s assistance as necessary, move the Series 2019-1 Accounts to a Qualified Institution within 30 days.

(e) Compliance. Each Series 2019-1 Account will be subject to the Series 2019-1 Account Control Agreement. The Servicer will ensure that the Series 2019-1 Account Control Agreement requires the Qualified Institution maintaining the Series 2019-1 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 2019-1 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 2019-1 Accounts, the amount in any Series 2019-1 Account exceeds the amount required to be in that Series 2019-1 Account under this Indenture Supplement or any other Series 2019-1 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.

Section 4.8. Investment of Funds in Series 2019-1 Accounts.

(a) Permitted Investments. If no Default or Event of Default has occurred and is continuing, the Servicer may instruct the Indenture Trustee to invest any funds in the Series 2019-1 Accounts in Permitted Investments and, if investment instructions are received, the

Indenture Trustee will direct the Qualified Institution maintaining the Series 2019-1 Accounts to invest the funds in the Series 2019-1 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 2019-1 Account to the Indenture Trustee by 11:00 a.m. New York City 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 2019-1 Notes, the Qualified Institution will invest and reinvest funds in the Series 2019-1 Accounts according to the last investment instructions 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, and the funds will remain uninvested until new investment instructions are received. 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 2019-1 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 2019-1 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 2019-1 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 2019-1 Reserve Accounts.

(a) Initial Reserve Account Deposit. The Series 2019-1 Reserve Account will be funded by the Depositors on the Closing Date in the amount equal to the Series 2019-1 Reserve Account Required Amount for that date and will be increased and decreased as stated in this Indenture Supplement.

(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 2019-1 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 2019-1 Reserve Account Required Amount in the Series 2019-1 Reserve Account. However, if the Depositors fail to deposit the amount of the increase in the Series 2019-1 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 (i) the payment in full of the Series 2019-1 Notes, and (ii) the Series 2019-1 Final Maturity Date, any funds remaining in the Series 2019-1 Reserve Account will be treated as Available Investor Principal Collections. The Series 2019-1 Reserve Account will, following that occurrence, be considered to have terminated under this Indenture Supplement.

Section 4.10. Series 2019-1 Reserve Accumulation Period Reserve Accounts.

(a) Initial Accumulation Period Reserve Account Deposit. The Series 2019-1 Accumulation Period Reserve Account will be funded by the Issuer, starting on the Series 2019-1 Accumulation Period Reserve Account Funding Date, in the amount equal to the Series 2019-1 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 2019-1 Accumulation Period Reserve Draw Amount and direct the Indenture Trustee to withdraw the amount from the Series 2019-1 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 (i) the payment in full of the Series 2019-1 Notes, (ii) the first Payment Date relating to an Early Amortization Period, and (iii) the Series 2019-1 Final Maturity Date, any funds remaining in the Series 2019-1 Accumulation Period Reserve Account will be treated as Available Investor Interest Collections. The Series 2019-1 Accumulation Period Reserve Account will, following that occurrence, be considered to have terminated for purposes of this Indenture Supplement.

ARTICLE V

THE NOTES

Section 5.1. Additional Terms Applicable to the Notes. The Series 2019-1 Notes and the Series 2019-1 Noteholders and Note Owners will be subject to the terms applicable to the Series 2019-1 Notes in Article II of the Indenture and in this Article V.

Section 5.2. Note Owner Representations. Each Series 2019-1 Note Owner, by its acceptance of an interest or participation in the Series 2019-1 Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee as follows:

(a) ERISA Representations. Each Class A or Class B 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 Class A or Class B 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 Class A or Class B 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). Each Class C or Class D Note Owner is deemed to represent that it is not acquiring the Class C or Class D Note with the assets of (i) an “employee benefit plan” (as defined in Section 3(3) of ERISA), (ii) a “plan” described in Section 4975(e)(1) of the Code, (iii) any entity whose underlying assets include plan assets by reason of an investment by an employee benefit plan or plan described in (i) or (ii) above in such entity, or (iv) any other plan that is subject to Similar Law.

(b) Tax Treatment. It will treat the Series 2019-1 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 C and Class D Notes (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.

(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”). Notwithstanding any other provision of this Indenture Supplement, no Rule 144A Note Transfer may be made by a Depositor or its Affiliates unless such Depositor delivers an Opinion of Counsel to the Indenture Trustee and the Issuer stating that the transfer will not (A) cause any other Rule 144A 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 any other Rule 144A Notes as debt for U.S. federal income tax purposes.

(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 under 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 under 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 2019-1 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 under 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:

(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 2019-1 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 2019-1 Noteholders.

(a) Noteholder Communications with Indenture Trustee. A Series 2019-1 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 2019-1 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 2019-1 Note. The Indenture Trustee will not be required to take action in response to requests, demands or directions of a Series 2019-1 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 2019-1 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 2019-1 Noteholders. A Series 2019-1 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 2019-1 Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture Supplement or the other Series 2019-1 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 2019-1 Noteholder or Note Owner, (ii) the method by which other Series 2019-1 Noteholders or Note Owners, as applicable, may contact the requesting Series 2019-1 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 2019-1 Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. A Series 2019-1 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 2019-1 Noteholders or Note Owners, as applicable, relates solely to a possible exercise of rights under this Indenture Supplement or the other Series 2019-1 Transaction Documents, and will not be used for other purposes. The Issuer will promptly 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 2019-1 Noteholder or Note Owner, as applicable, that is interested in communicating with other Series 2019-1 Noteholders or Note Owners, as applicable, about a possible exercise of rights under this Indenture Supplement or the other Series 2019-1 Transaction Documents, (B) the name of the requesting Series 2019-1 Noteholder or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Series 2019-1 Noteholders or Note Owners, as applicable, may contact the requesting Series 2019-1 Noteholder or Note Owner.

Section 5.5. Series 2019-1 Noteholder Demand for Asset Representations Review. If a Status Trigger occurs, as reported on Form 10-D, a Series 2019-1 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 2019-1 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 2019-1 Note, including a trade confirmation, account statement, letter from a broker or dealer or similar document. If the Series 2019-1 Noteholders or Note Owners, of at least 5% of the aggregate Note Balance of the Series 2019-1 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 2019-1 Noteholders or Note Owners of record as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process. The vote will remain open until the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Series 2019-1 Noteholders or Note Owners holding at least 5% of the aggregate Note Balance of the Series 2019-1 Notes is reached, if the Series 2019-1 Noteholders or Note Owners of a majority of the Note Balance of Series 2019-1 Notes voted to direct 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 stating that the Series 2019-1 Noteholders or Note Owners have voted to direct the Asset Representations Reviewer to conduct the Review.

Section 5.6. Tax Information. If (a) a member of any “expanded group” (as defined in Treasury Regulation Section 1.385-1(c)(4)) that includes the Issuer, or (b) a “controlled partnership” (as defined in Treasury Regulation Section 1.385-1(c)(1)) of an “expanded group” described in clause (i), acquires any Series 2019-1 Notes, and those Series 2019-1 Notes are recharacterized as stock pursuant to Section 385 of the Code, and the holder of those Series 2019-1 Notes recharacterized as stock subsequently transfers the Series 2019-1 Notes to a Person that is not described in either clause (a) or (b), then on request by that Person, the Issuer will provide or cause to be provided information reasonably requested by that Person to determine the issue date and issue price of the transferred Series 2019-1 Notes.

ARTICLE VI

SERIES 2019-1 AMORTIZATION EVENTS

Section 6.1. Series 2019-1 Amortization Events. Any of the following events for the Series 2019-1 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;

(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 2019-1 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;

(d) Expected Final Payment Date. The Note Balance of the Series 2019-1 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 21%;

(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;

(g) Excess Funding Account. The amounts in the Excess Funding Account exceed 30% 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 2019-1 Notes. An Event of Default for Series 2019-1 occurs and the Series 2019-1 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 2019-1 Noteholders of a majority of the Note Balance of the Series 2019-1 Notes by notifying the Depositors and the Servicer (and to the Indenture Trustee if given by the Series 2019-1 Noteholders) may declare that an Amortization Event for the Series 2019-1 Notes (a “Series 2019-1 Amortization Event”) has occurred. If an event described in subsections (d) through (h) above occurs, a Series 2019-1 Amortization Event will occur immediately without any notice or other action by the Indenture Trustee or the Series 2019-1 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 2019-1 Noteholders on the first Payment Date after the Collection Period in which the reassignment occurs. If the Collateral allocable to Series 2019-1 is liquidated under Section 5.6(c) of the Indenture, the proceeds from the liquidation will be paid to the Series 2019-1 Noteholders on the first Payment Date after the Collection Period in which the liquidation occurs. If the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee will (based on the information in the Monthly Investor Report) make payments or distributions of the Reassignment Amount or the proceeds from any liquidation of Collateral allocable to Series 2019-1 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 2019-1 Noteholders will be considered paid in full to the Series 2019-1 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 2019-1 Notes and (ii) if the amounts available for final payment to the Series 2019-1 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 2019-1 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]

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:
		Name:
		Title:

	THE BANK OF NEW YORK MELLON, 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:	Ryan M. Hershberger
	Title:	Assistant Treasurer

[Signature Page to Series 2019-1 Indenture Supplement]

Appendix A
to Indenture Supplement

Usage and Definitions

Ford Credit Floorplan Master Owner Trust A
Series 2019-1

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, unless otherwise stated, 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.

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(i) The terms defined in this Appendix apply to the singular and plural forms of those terms and may be used as nouns or verbs. Terms defined in the present tense may be used in the past or future tense.

(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 2019-1, 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 2019-1, the amount of any Principal Collections in the Collection Account allocable to Series 2019-1, minus (c) the amount

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in the Series 2019-1 Principal Funding Account (excluding any net investment earnings), each as of that date.

“Asset Representations Review Agreement” means the Asset Representations Review Agreement, dated as of February 1, 2016, among the Issuer, the Servicer and the Asset Representations Reviewer.

“Asset Representations Reviewer” means Clayton Fixed Income Services LLC, a Delaware limited liability company.

“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 2019-1 Accounts for the related Collection Period, plus (c) the Series 2019-1 Accumulation Period Reserve Draw Amount for that Payment Date, plus (d) on the termination of the Series 2019-1 Accumulation Period Reserve Account under Section 4.7(c)(iii) of the Indenture Supplement, all remaining amounts in the Series 2019-1 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 2019-1 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 2019-1 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 2019-1 under the Indenture as Shared Principal Collections), plus (v) on the termination of the Series 2019-1 Reserve Account under Section 4.7(b)(ii) of the Indenture Supplement, all remaining amounts in the Series 2019-1 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

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(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

(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 2019-1 Excess Funding Amount since the prior Payment Date to the next Payment Date; plus

(H) the Subordinated Percentage of the decrease in the Series 2019-1 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 2019-1 Notes.

“Back-up Servicing Fee Rate” means 0.0065% 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.

“Class” means the Class A, Class B, Class C and Class D Notes, as applicable.

“Class A Notes” means the $750,000,000 Series 2019-1 Class A 2.84% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.

“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 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 $ 34,539,000 Series 2019-1 Class B 3.04% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.

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“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 $ 49,342,000 Series 2019-1 Class C 3.19% 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 $ 29,605,000 Series 2019-1 Class D 3.33% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.

“Closing Date” means April 9, 2019.

“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 September 1, 2021, 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 September 2021 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 2019-1 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 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) 2% (or 5% in the case of Dealers affiliated with AutoNation, Inc. (or its successors in interest)) of the Pool

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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 2019-1 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 2019-1 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) 4% 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 2019-1 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 2019-1 Notes will be paid in full and (b) the Series 2019-1 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 March 2022 Payment Date.

“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

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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) 4% 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 2019-1 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).

“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 2019-1 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 2019-1 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 2019-1, the Series 2019-1 Indenture Supplement, dated as of April 1, 2019, between the Issuer and the Indenture Trustee.

“Initial Invested Amount” means, for the Series 2019-1 Notes and for a date, $863,486,000. However, the Initial Invested Amount will be reduced by the initial Note Balance of any Series 2019-1 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) 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 for each Class of 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 May 15, 2019 for the first Payment Date).

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“Invested Amount” means, as of a date, an amount equal to (a) the initial Note Balance of the Series 2019-1 Notes, minus (b) the aggregate amount of any principal payments made to the Series 2019-1 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.

“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) 10% 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) 2% of the Pool Balance on the last day of that Collection Period (or a higher percentage if the Rating Agency Condition has been satisfied).

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“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) 2% of the Pool 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 with (a) a numerator equal to the Principal Collections for that Collection Period and (b) a denominator equal to 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.

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“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 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(b) 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 2019-1 and each other Series stated in the related Indenture Supplement to be included in Principal Sharing Group One.

“Principal Shortfall” means, for Series 2019-1 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 Fitch and Moody’s.

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“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 Depositors the Servicer, the Issuer 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 2019-1 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 Issuer 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 2019-1 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 2019-1 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 2019-1, in each case, after giving effect to any payments to be made on that Payment Date.

“Record Date” means, for a Payment Date and a Book-Entry Note, the close of business on the day before the Payment Date and, for a Payment Date and a Definitive Note, the last day of the month before the month in which the Payment Date occurs.

“Required Accumulation Factor Number” means, for any Determination Date, a fraction, rounded upwards to the nearest whole number, with a numerator equal to one and a denominator 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 100%.

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“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 2019-1 Notes over the Series 2019-1 Excess Funding Amount on that date; plus

(b) the Incremental Subordinated Amount for that date.

“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 the Series 2019-1 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 2019-1 Noteholders.

“Series 2019-1” means the Series of Notes, the Principal Terms of which are stated in this Indenture Supplement.

“Series 2019-1 Account Control Agreement” means the Series 2019-1 Account Control Agreement, dated as of April 1, 2019, among the Issuer, as grantor, the Indenture Trustee, as 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.

“Series 2019-1 Accounts” means the Series 2019-1 Principal Funding Account, the Series 2019-1 Reserve Account, the Series 2019-1 Accumulation Period Reserve Account, which will be the “Series Accounts” for Series 2019-1 for purposes of the Indenture.

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“Series 2019-1 Accumulation Period Reserve Account” means the account stated under Section 4.7(c) of the Indenture Supplement.

“Series 2019-1 Accumulation Period Reserve Account Available Amount” means, for each Payment Date, the lesser of:

(a) the amount in the Series 2019-1 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 2019-1 Accumulation Period Reserve Account Required Amount.

“Series 2019-1 Accumulation Period Reserve Account Deposit Amount” means, for each Payment Date starting on the Series 2019-1 Accumulation Period Reserve Account Funding Date and until termination of the Series 2019-1 Accumulation Period Reserve Account under Section 4.7(c)(iii) of the Indenture Supplement, the excess of (a) the Series 2019-1 Accumulation Period Reserve Account Required Amount, over (b) the Series 2019-1 Accumulation Period Reserve Account Available Amount for that Payment Date.

“Series 2019-1 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 2019-1 Accumulation Period Reserve Account Funding Date occurs on a later date, the Series 2019-1 Accumulation Period Reserve Account is expected to be fully funded by the start of the Controlled Accumulation Period).

“Series 2019-1 Accumulation Period Reserve Account Required Amount” means an amount equal to 0.25% of the initial Note Balance of the Series 2019-1 Notes.

“Series 2019-1 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 2019-1 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 2019-1 Notes) of the Note Interest Rate for each Class of Series 2019-1 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 2019-1 Accounts, and (b) the Series 2019-1 Accumulation Period Reserve Account Available Amount for that Payment Date.

“Series 2019-1 Amortization Event” has the meaning stated in Section 6.1 of the Indenture Supplement.

“Series 2019-1 Collateral” means (a) all Trust Property allocated to Series 2019-1, including all Collections on the Receivables allocated to Series 2019-1, (b) all “security entitlements” (as defined in Section 8-102 of the UCC) relating to the Series 2019-1 Accounts and the property deposited in or credited to any of the Series 2019-1 Accounts, (c) all present and

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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.

“Series 2019-1 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 with (i) a numerator equal to the Adjusted Invested Amount as of that date and (ii) a denominator equal to the sum of the “Adjusted Invested Amounts” of all Series.

“Series 2019-1 Final Maturity Date” means the March 2024 Payment Date.

“Series 2019-1 Noteholders” means the Noteholders of the Series 2019-1 Notes.

“Series 2019-1 Notes” has the meaning stated in Section 2.1(a) of the Indenture Supplement.

“Series 2019-1 Principal Funding Account” means the account stated under Section 4.7(a) of the Indenture Supplement.

“Series 2019-1 Reserve Account” means the account stated under Section 4.7(b) of the Indenture Supplement.

“Series 2019-1 Reserve Account Available Amount” means, for a Payment Date, the lesser of (a) the amount in the Series 2019-1 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 2019-1 Reserve Account Required Amount for that Payment Date.

“Series 2019-1 Reserve Account Deposit Amount” means, for a Payment Date, the excess, if any, of (a) the Series 2019-1 Reserve Account Required Amount for that Payment Date, over (b) the Series 2019-1 Reserve Account Available Amount for that Payment Date.

“Series 2019-1 Reserve Account Required Amount” means, for a Payment Date, an amount equal to the product of (a) the Series 2019-1 Reserve Account Required Percentage, times (b) the Initial Invested Amount, except that the Reserve Account Required Amount for the Closing Date is $3,453,944.00.

“Series 2019-1 Reserve Account Required Percentage” means, (a) for a Payment Date not described in clauses (b) or (c), 0.4%, (b) for a Payment Date during a Subordination Step-up Period for which the Depositors have elected to increase the Series 2019-1 Reserve Account Required Percentage according to Section 4.7(b) of the Indenture Supplement, 0.4% 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 2019-1 Reserve Account Required Percentage under clause (b), 4.4%. The Depositors may reduce any of these percentages if the Rating Agency Condition is satisfied.

“Series 2019-1 Transaction Documents” means the Indenture Supplement, the Series 2019-1 Account Control Agreement, the Asset Representations Review Agreement and the other Transaction Documents.

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“Series Cutoff Date” means the close of business on March 31, 2019.

“Servicing Fee Rate” means 1% per annum.

“Shared Principal Collections” means, for Series 2019-1 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 Section 4.2(c)(i) 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 the provisions of Part 4 of Title I of ERISA or Section 4975 of the Code.

“Sponsor” means Ford Credit.

“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 11.1% 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 16.50% over the Subordinated Percentage calculated using a Subordination Factor of 12.50%.

“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 2019-1 Notes, (a) for a Determination Date not stated in clause (b), 12.50% or (b) for a Determination Date during a Subordination Step-up Period, unless the Depositors have elected to increase the Series 2019-1 Reserve Account Required Percentage according to Section 4.7(b) of the Indenture Supplement, 16.50%.

“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 25% 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 25%.

“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) 20% 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.

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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 UNDER 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.]

[Class A and B Notes Only: EACH HOLDER OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE) THAT IS SUBJECT TO (A) TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), (B) SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR (C) ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO THE PROVISIONS OF PART 4 OF 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,

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THE PURCHASE, HOLDING OR DISPOSITION IS NOT AND WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF THE SIMILAR LAW).]

[Class C and D Notes Only: EACH HOLDER OF THIS NOTE (OR AN INTEREST OR PARTICIPATION IN THIS NOTE), WILL BE DEEMED TO REPRESENT AND WARRANT THAT IT IS NOT ACQUIRING THIS NOTE (OR INTEREST THEREIN) WITH THE ASSETS OF (i) AN “EMPLOYEE BENEFIT PLAN” (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”)) THAT IS SUBJECT TO THE PROVISIONS OF TITLE I OF ERISA, (ii) A “PLAN” DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), (iii) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF AN INVESTMENT BY AN EMPLOYEE BENEFIT PLAN OR PLAN DESCRIBED IN (i) OR (ii) ABOVE IN SUCH ENTITY OR (iv) ANY OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO PART 4 OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE (EACH, A “SIMILAR LAW”).]

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Registered	$ (1)
No. [A/B/C/D]-	CUSIP No. [ ]
ISIN No. [ ]

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

SERIES 2019-1 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 March 2024 Payment Date (the “Series 2019-1 Final Maturity Date”), except as otherwise stated below or in the Indenture or the Indenture Supplement. Starting on May 15, 2019 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 “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 April 9, 2019 (the “Closing Date”) and will be payable in arrears on each Payment Date, calculated on the basis of a 360-day year [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) For the Series 2019-1 Notes, except for the Rule 144A Notes, denominations of $1,000 and integral multiples of $1,000. For the Rule 144A Notes, denominations of $100,000 and integral multiples of $1,000.

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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

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FORD CREDIT FLOORPLAN MASTER OWNER TRUST A

SERIES 2019-1 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 2019-1 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 The Bank of New York Mellon, as indenture trustee (the “Indenture Trustee”), as supplemented by the Series 2019-1 Indenture Supplement, dated as of April 1, 2019 (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/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 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.

The Expected Final Payment Date is the March 2022 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.

EA-5

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/$100,000] 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.

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

EA-6

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-7

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:		(1)

	Signature Guaranteed:

(1) 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-8

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 333-187623, 333-206773 or 333-227766, as applicable, and at https://www.ford.com/finance/investor-center/asset-backed-securitization-details, located under “Prospectuses” in the “Ford Credit Floorplan Master Owner Trust A” section.

Contents

		Pages
Trust Summary		# #
Series 20 — Summary		# #

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: Annualized 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:	$		$

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				$

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 Days Since Redesignation of Status Account	Principal Balance in Redesignated Status Accounts	% of Total Principal Balance	Number of Redesignated Status Accounts	% of Total Number of Designated Accounts
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]

Net Losses

	# of Dealer Accounts	Amount
Current Collection Period Loss:
Defaulted Receivables (Charge Offs)	0	$
(Recoveries)	0	$

Net Loss for Current Collection Period		$

Ratio of Net Loss for Current Collection Period to Average of Period Pool Balance			%

Prior and Current Collection Period Losses:
Ratio of Net Loss to Average of Period Pool Balance
Third Prior Collection Period			%
Second Prior Collection Period			%
Prior Collection Period			%
Current Collection Period			%
Four Month Average (Current and Prior Three Collection Periods)			%

VII. Excess Funding 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	$

Memo
Excess Funding Account as a % of aggregate Adjusted Invested Amount		%
Interest Earned on Excess Funding Account	$

VIII. Backup Servicer Reserve Account

		Trust Total
Backup Servicer Reserve Account		$

IX. 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.

X. Subordination and Depositor Amount 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)
20 -	$	$	$

Required Depositor Amount	$
Depositor Amount	$

Memo: Determination Date Pool Balance		$

XI. 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 [ ], 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

XII. 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 https://www.ford.com/finance/investor-center/asset-backed-securitization-details, located under “Other Documents” in the “Ford Credit Floorplan Master Owner Trust A” section.

XIII. Repurchase Demand Activity (Rule 15Ga 1)

[ No Activity to Report ]

Name

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

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 Motor Credit Company LLC

Ford Credit Floorplan Master Owner Trust A

CIK# 0000038009

Most Recent Form ABS-15G
Filed By: Ford Motor Credit Company LLC
CIK# 0000038009
Date: February , 20

Servicer Certification

THIS REPORT IS ACCURATE IN ALL MATERIAL RESPECTS.
Ford Motor Credit Company LLC
/s/ [name]
[title]

Series 20 — Summary

I. Origination Information

Date of Origination										/ , 20
Expected Final Payment Date										/ , 20
Final Maturity Date										/ , 20

Class A 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		$

IV. Interest Calculations

Class A 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 -	$

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. Credit Risk Retention

As of the Determination Date, Ford Motor Credit Company LLC, through the Depositors, maintained a seller’s interest in the Trust equal to at least 5% of each series of ABS interests issued by the Trust according to Regulation RR under the Securities Exchange Act of 1934. The seller’s interest is represented by the Depositor Interest, which is required to be maintained and made available for the Series 2 Notes in an amount equal to the percentage stated below (which is the Subordinated Percentage for the Series 2 Notes) of the aggregate unpaid principal balance of the Series 2 Notes:

Seller’s Interest			%

XI. Memo Items

Excess Funding Amount Series 20 -		$
Accumulation Period Reserve Account Balance		$
Controlled Deposit Amount This Period		$
Controlled Deposit Amount Cumulative		$

EX-10.15 4 a19-7336_23ex10d15.htm EX-10.15

EXHIBIT 10.15

SERIES 2019-1 ACCOUNT CONTROL AGREEMENT

among

FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Grantor

THE BANK OF NEW YORK MELLON,
as Secured Party

and

THE BANK OF NEW YORK MELLON,
as Financial Institution

Dated as of April 1, 2019

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	6
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

SERIES 2019-1 ACCOUNT CONTROL AGREEMENT, dated as of April 1, 2019 (this “Agreement”), among 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 Series 2019-1 Noteholders (in this capacity, the “Secured Party”), and THE BANK OF NEW YORK MELLON, a New York banking corporation, 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 2019-1 Notes under an Indenture Supplement to an Indenture and the Secured Party will hold funds in bank accounts for the benefit of the Series 2019-1 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 2019-1 Indenture Supplement, dated as of April 1, 2019 (the “Indenture Supplement”), between the Grantor, as Issuer, and The Bank of New York Mellon, 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 2019-1 Principal Funding Account — The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for Series 2019-1” with account number 5840408400;

“Series 2019-1 Reserve Account — The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for Series 2019-1” with account number 5840478400; and

“Series 2019-1 Accumulation Period Reserve Account — The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for Series 2019-1” with account number 5840308400.

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 City 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 2019-1 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 if the instructed investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions, and the funds will remain uninvested until new investment instructions are received.

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, or later obtains, a security interest in a Collateral Account (or any portion of 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 2019-1 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.

(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, (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 U.S. Bank Trust National Association, not in its individual capacity, but solely in its capacity as Owner Trustee of the Grantor. In no event will U.S. Bank Trust National Association 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 a 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 2019-1 Noteholders or any other Person;

(ii) to add, change or eliminate terms of this Agreement, in each case without the consent of the Series 2019-1 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 2019-1 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 2019-1 Noteholders of a majority of the Note Balance of each Class of Series 2019-1 Notes Outstanding (with each affected Class voting separately).

(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, directions, 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

(b) Notice Addresses. A notice, request, direction, 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.

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]

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:
		Name:
		Title:


	THE BANK OF NEW YORK MELLON,
	as Secured Party


	By:
		Name:
		Title:


	THE BANK OF NEW YORK MELLON,
	as Financial Institution


	By:
		Name:
		Title:

[Signature Page to Series 2019-1 Account Control Agreement]

EX-36.1 5 a19-7336_23ex36d1.htm EX-36.1

EXHIBIT 36.1

Certification

I, Ryan M. Hershberger, certify as of April 2, 2019 that:

1. I have reviewed the prospectus relating to the Series 2019-1 Class A and Class B 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: April 2, 2019.

	/s/ Ryan M. Hershberger
	Ryan M. Hershberger
	President and Assistant Treasurer
	(chief executive officer) of
	Ford Credit Floorplan Corporation

EX-36.2 6 a19-7336_23ex36d2.htm EX-36.2

EXHIBIT 36.2

Certification

I, Ryan M. Hershberger, certify as of April 2, 2019 that:

Date: April 2, 2019.

	/s/ Ryan M. Hershberger
	Ryan M. Hershberger
	President and Assistant Treasurer
	(chief executive officer) of
	Ford Credit Floorplan LLC