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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Section 1.1.
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2
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ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS
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2
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Section 2.1.
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2
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Section 2.2.
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2
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Section 2.3.
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2
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Section 2.4.
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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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Section 3.1.
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Control for Purposes of UCC
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3
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Section 3.2.
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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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Section 4.1.
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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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Section 5.1.
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4
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Section 5.2.
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4
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ARTICLE VI
OTHER AGREEMENTS
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4
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Section 6.1.
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4
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Section 6.2.
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Correspondence, Statements and
Confirmations
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4
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Section 6.3.
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Representation of the Financial
Institution
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4
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Section 6.4.
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Release of Financial Institution
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4
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Section 6.5.
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5
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Section 6.6.
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Existence of Other Agreements
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5
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Section 6.7.
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5
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ARTICLE VII
MISCELLANEOUS
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5
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Section 7.1.
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5
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Section 7.2.
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Conflict With Other Agreement
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5
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Section 7.3.
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Location of Financial Institution
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5
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Section 7.4.
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6
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Section 7.5.
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Submission to Jurisdiction
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6
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Section 7.6.
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6
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Section 7.7.
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6
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Section 7.8.
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6
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Section 7.9.
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7
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Section 7.10.
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7
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Section 7.11.
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7
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Section 7.12.
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7
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Section 7.13.
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Limitation of Liability of Secured
Party
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7
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Section 7.14.
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Limitation of Liability of the Owner
Trustee
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7
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i
ACCOUNT CONTROL
AGREEMENT, dated as of December 1, 2010 (this “
Agreement ”), between FORD CREDIT FLOORPLAN MASTER
OWNER TRUST A, a Delaware statutory trust, as Grantor (the “
Grantor ”), THE BANK OF NEW YORK MELLON, a New York
banking corporation, as Indenture Trustee for the benefit of the
Noteholders (in such capacity, the “ Secured Party
”), and THE BANK OF NEW YORK MELLON in its capacity as both a
“securities intermediary” as defined in Section 8-102
of the UCC and a “bank” as defined in
Section 9-102 of the UCC (in such capacities, the “
Financial Institution ”).
ARTICLE I
USAGE AND DEFINITIONS
Section 1.1.
Usage and Definitions . Capitalized terms used but not
otherwise defined in this Agreement are defined in Appendix A
to (a) the Fifth Amended and Restated Sale and Servicing
Agreement, dated as of August 1, 2001, as amended and restated
as of December 1, 2010, among Ford Credit Floorplan
Corporation, as Depositor, the Grantor, as Issuer, and Ford Motor
Credit Company LLC, as Servicer, and (b) the Fifth Amended and
Restated Sale and Servicing Agreement, dated as of August 1,
2001, as amended and restated as of December 1, 2010, among
Ford Credit Floorplan LLC, as Depositor, the Issuer and the
Servicer. Each Appendix A also contains rules as to usage
applicable to this Agreement. Each Appendix A is incorporated
by reference into this Agreement. All references to the
“UCC” mean the Uniform Commercial Code as in effect in
the State of New York.
ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS
Section 2.1.
Description of Accounts . The Financial Institution has
established the following accounts (each, a “ Collateral
Account ”):
“Collection
Account—The Bank of New York Mellon as Indenture Trustee, as
secured party for Ford Credit Floorplan Master Owner Trust A”
with account number 232979;
“Excess
Funding Account—The Bank of New York Mellon as Indenture
Trustee, as secured party for Ford Credit Floorplan Master Owner
Trust A” with account number 232984; and
“Back-up
Servicer Reserve Account—The Bank of New York Mellon as
Indenture Trustee, as secured party for Ford Credit Floorplan
Master Owner Trust A” with account number 235974.
Section 2.2.
Account Modifications . Neither the Financial Institution
nor the Grantor will change the name or account number of any
Collateral Account without the prior written consent of the Secured
Party.
Section 2.3.
Type of Account . The Financial Institution agrees that each
Collateral Account is, and will be maintained as, either (a) a
“securities account” (as defined in Section 8-501 of
the UCC) or (b) a “deposit account” (as defined in
Section 9-102(a)(29) of the UCC).
2
Section 2.4.
Securities Account Provisions . If and to the extent any
Collateral Account is a securities account (w
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