SERIES 2011-2 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 October 1,
2011
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ARTICLE I USAGE AND DEFINITIONS
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2
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Section 1.1. 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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Section 2.1. Description of
Accounts
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2
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Section 2.2. Account
Modifications
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2
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Section 2.3. Type of Account
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3
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Section 2.4. 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. Control for Purposes of
UCC
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3
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Section 3.2. 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. 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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Section 5.1. Subordination
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4
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Section 5.2. 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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Section 6.1. Adverse Claim
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4
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Section 6.2. Correspondence, Statements and
Confirmations
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4
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Section 6.3. Representation of the
Financial Institution
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4
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Section 6.4. Release of Financial
Institution
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4
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5
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Section 6.6. Existence of Other
Agreements
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5
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5
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ARTICLE VII MISCELLANEOUS
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5
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5
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Section 7.2. Conflict With Other
Agreement
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5
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Section 7.3. Location of Financial
Institution
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5
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Section 7.4. GOVERNING
LAW
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6
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Section 7.5. Submission to
Jurisdiction
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6
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Section 7.6. WAIVER OF JURY
TRIAL
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6
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6
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6
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Section 7.9. Severability
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7
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Section 7.10. Counterparts
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7
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7
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Section 7.12. No Petition
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7
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Section 7.13. Limitation of Liability of
Indenture Trustee
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7
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Section 7.14. Limitation of Liability of
the Owner Trustee
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7
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i
SERIES 2011-2
ACCOUNT CONTROL AGREEMENT, dated as of October 1, 2011 (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
Series 2011-2 Indenture Supplement, dated as of
October 1, 2011 (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 2011-2
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 2011-2” with
account number 779770;
“Series 2011-2
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 2011-2” with account number
779769; and
“Series 2011-2
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 2011-2” with account number 779771.
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) 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).
Section 2.4.
Securities Account Provisions . If and to
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