SERIES 20___-_ ACCOUNT CONTROL
AGREEMENT
FORD CREDIT FLOORPLAN MASTER OWNER
TRUST A,
as Grantor
THE BANK OF NEW YORK MELLON
as Secured Party and Financial Institution
Dated as of December 1,
2010
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ARTICLE I USAGE
AND DEFINITIONS
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2
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Usage and
Definitions
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2
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ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS
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2
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Description of
Accounts
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2
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Account
Modifications
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2
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Type of
Account
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3
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Securities
Account Provisions
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3
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ARTICLE III
SECURED PARTY CONTROL
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3
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Control for
Purposes of UCC
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3
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Conflicting
Orders or Instructions
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3
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ARTICLE IV
INVESTMENT OF FUNDS IN THE COLLATERAL ACCOUNTS
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3
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Investment of
Funds
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3
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ARTICLE V
SUBORDINATION OF LIEN; WAIVER OF SET-OFF
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4
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Subordination
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4
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Set-off and
Recoupment
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4
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ARTICLE VI
OTHER AGREEMENTS
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4
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Adverse
Claim
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4
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Correspondence,
Statements and Confirmations
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4
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Representation
of the Financial Institution
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4
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Release of
Financial Institution
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4
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Termination
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5
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Existence of
Other Agreements
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5
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Notice
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5
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ARTICLE VII
MISCELLANEOUS
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5
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Amendment
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5
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Conflict With
Other Agreement
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5
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Location of
Financial Institution
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5
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GOVERNING
LAW
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6
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Submission to
Jurisdiction
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6
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WAIVER OF
JURY TRIAL
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6
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Successors
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6
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Notices
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6
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Severability
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7
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Counterparts
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7
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Headings
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7
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No
Petition
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7
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Limitation of
Liability of Indenture Trustee
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7
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Limitation of
Liability of the Owner Trustee
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7
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i
SERIES 20___-_
ACCOUNT CONTROL AGREEMENT, dated as of December 1, 2010 (this
“ Agreement ”), between FORD CREDIT FLOORPLAN
MASTER OWNER TRUST A, a Delaware statutory trust, as Grantor (the
“ Grantor ”), THE BANK OF NEW YORK MELLON, a New
York banking corporation, as Indenture Trustee for the benefit of
the Noteholders (in such capacity, the “ Secured Party
”), and THE BANK OF NEW YORK MELLON in its capacity as both a
“securities intermediary” as defined in
Section 8-102 of the UCC and a “bank” as defined
in Section 9-102 of the UCC (in such capacities, the “
Financial Institution ”).
ARTICLE I
USAGE AND DEFINITIONS
Section 1.1.
Usage and Definitions . Capitalized terms used but not
otherwise defined in this Agreement are defined in (a) the
Amended and Restated Series 20___-_ Indenture Supplement,
dated as of ________, 20___, as amended and restated as of
December 1, 2010 (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 rules as to usage
applicable to this Agreement. Each Appendix A is incorporated
by reference into this Agreement. All references to the
“UCC” mean the Uniform Commercial Code as in effect in
the State of New York.
ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS
Section 2.1.
Description of Accounts . The Financial Institution has
established the following accounts (each, a “ Collateral
Account ”):
“Series 20___-_
Principal Funding Account—The Bank of New York Mellon as
Indenture Trustee, as secured party for Ford Credit Floorplan
Master Owner Trust A in respect of Series 20___-_” with
account number [_____];
“Series 20___-_
Reserve Account—The Bank of New York Mellon as Indenture
Trustee, as secured party for Ford Credit Floorplan Master Owner
Trust A in respect of Series 20___-_” with account
number [_____]; and
“Series 20___-_
Accumulation Period Reserve Account—The Bank of New York
Mellon as Indenture Trustee, as secured party for Ford Credit
Floorplan Master Owner Trust A in respect of
Series 20___-_” with account number [_____].
Section 2.2.
Account Modifications . Neither the Financial Institution
nor the Grantor will change the name or account number of any
Collateral Account without the prior written consent of the Secured
Party.
2
Section 2.3.
Type of Account . The Financial Institution agrees that each
Collateral Account is, and will be maintained as, either
(a)&n

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