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Exhibit 99.1
 [Ford Credit Floorplan Corporation]/[Ford Credit Floorplan LLC]
 Ford Credit Floorplan Master Owner Trust ___
 Ford Motor Credit Company
 
 Transfer And Servicing  Agreement




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Table of Contents
 PageARTICLE IDefinitionsSection 1.01.
    
    Definitions
    
    
    1Section 1.02.
    
    Other Definitional Provisions
    
    
    17ARTICLE IITransfer of Receivables and Interests in Other Floorplan AssetsSection 2.01.
    
    Transfer of Receivables and Interests in Other Floorplan Assets
    
    
    18Section 2.02.
    
    Acceptance by Owner Trustee
    
    
    20Section 2.03.
    
    Representations and Warranties of Transferor Relating
to Itself and This Agreement
    
    
    21Section 2.04.
    
    Representations and Warranties of Transferor Relating to Transferred Receivables and Accounts and Interests in Other Floorplan Assets
    
    
    24Section 2.05.
    
    Covenants of Transferor
    
    
    26Section 2.06.
    
    Designation of Additional Accounts and Addition of Interests in Other Floorplan Assets
    
    
    28Section 2.07.
    
    Addition of Other Floorplan Assets
    
    
    31Section 2.08.
    
    Removal of Transferred Receivables in Eligible Accounts
    
    
    31Section 2.09.
    
    Removal of Transferred Receivables in Ineligible Accounts
    
    
    33Section 2.10.
    
    Transfer of Ineligible Receivables
    
    
    35Section 2.11.
    
    Exchanges of Certain Receivables
    
    
    35Section 2.12.
    
    Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements
    
    
    35ARTICLE IIIAdministration And Servicing Of ReceivablesSection 3.01.
    
    Acceptance of Appointment and Other Matters Relating to Servicer
    
    
    36Section 3.02.
    
    Servicing Compensation
    
    
    38Section 3.03.
    
    Representations, Warranties and Covenants of Servicer
    
    
    38Section 3.04.
    
    Preparation of Distribution Date Statements
    
    
    41Section 3.05.
    
    Annual Statement as to Compliance
    
    
    41Section 3.06.
    
    Report on Assessment of Compliance with Servicing Criteria and Attestation
    
    
    42Section 3.07.
    
    Notices to Ford Credit
    
    
    43Section 3.08.
    
    Adjustments
    
    
    43




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Section 3.09.
    
    Reports to Securities and Exchange Commission
    
    
    43ARTICLE IVOther Matters Relating To TransferorSection 4.01.
    
    Liability of Transferor
    
    
    43Section 4.02.
    
    Merger or Consolidation of, or Assumption of, Obligations of Transferor
    
    
    44Section 4.03.
    
    Limitation on Liability of Transferor
    
    
    45Section 4.04.
    
    Transferor Indemnification of Issuer and Trustees
    
    
    45Section 4.05.
    
    Subsequent Transferors
    
    
    46ARTICLE VOther Matters Relating To ServicerSection 5.01.
    
    Liability of Servicer
    
    
    46Section 5.02.
    
    Merger or Consolidation of, or Assumption of, Obligations of Servicer
    
    
    46Section 5.03.
    
    Limitation on Liability of Servicer and Others
    
    
    47Section 5.04.
    
    Servicer Indemnification of Issuer and Trustees
    
    
    47Section 5.05.
    
    Resignation of Servicer
    
    
    48Section 5.06.
    
    Access to Certain Documentation and Information Regarding Transferred Receivables
    
    
    49Section 5.07.
    
    Examination of Records
    
    
    49ARTICLE VIServicer DefaultsSection 6.01.
    
    Servicer Defaults
    
    
    49Section 6.02.
    
    Indenture Trustee to Act; Appointment of Successor
    
    
    52Section 6.03.
    
    Notification to Noteholders
    
    
    53ARTICLE VIITerminationSection 7.01.
    
    Termination of Agreement
    
    
    54ARTICLE VIIIMiscellaneous ProvisionsSection 8.01.
    
    Amendment; Waiver of Past Defaults
    
    
    54Section 8.02.
    
    Protection of Right, Title and Interest to Trust Assets
    
    
    56Section 8.03.
    
    Tax Treatment
    
    
    57
 ii




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Section 8.04.
    
    No Petition
    
    
    58Section 8.05.
    
    Governing Law
    
    
    58Section 8.06.
    
    Notices
    
    
    58Section 8.07.
    
    Severability of Provisions
    
    
    59Section 8.08.
    
    Further Assurances
    
    
    59Section 8.09.
    
    No Waiver; Cumulative Remedies
    
    
    59Section 8.10.
    
    Counterparts
    
    
    59Section 8.11.
    
    Third Party Beneficiaries
    
    
    59Section 8.12.
    
    Rule 144A Information
    
    
    59Section 8.13.
    
    Action by Owner Trustee, Delaware Trustee or Indenture Trustee
    
    
    60Section 8.14.
    
    Merger and Integration
    
    
    60Section 8.15.
    
    Headings
    
    
    60Section 8.16.
    
    Limitation of Liability of Owner Trustee
    
    
    60Schedule and ExhibitsSchedule 1
Exhibit A
    
    Account Schedule
Form of Assignment of Receivables in Additional Accounts or Interests
in Other Floorplan Assets
    
    
    1-1
A-1Exhibit B
    
    Form of Opinion of Counsel Regarding Amendments
    
    
    B-1Exhibit C
    
    Form of Opinion of Counsel Regarding Additional Accounts or Interests
in Other Floorplan Assets
    
    
    C-1Exhibit D
    
    Form of Reassignment of Receivables in Redesignated Accounts
    
    
    D-1
 iii




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Transfer And Servicing Agreement  [Ford
Credit Floorplan Corporation]/[Ford Credit Floorplan LLC] [FCF
Corp]/[FCF LLC] Ford Credit Floorplan Master Owner Trust ___ Ford Motor Credit Company
 Recitals
     Statement of Agreement
  Definitions
 Section 1.01. Definitions
 Account
 Account Schedule




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Addition Date
 Addition Notice
 Additional Account
 Additional Account Schedule
 Additional Cut-Off Date
 Adjusted Pool Balance
 Adjustment Fees
 Adjustment Payment
 Adverse Effect
 Affiliate
 2




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Agreement
 Amortization Event
 Assignment
 Business Day
 Cash Management Agreement
 Class
 Closing Date
 Code
 Collection Account
 Collection Period
 Collections
 Corporate Trust Office
 Cut-Off Date
 Dealer
 3




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Defaulted Receivable
   Delaware Trustee
 Designated Jurisdictions provided
 Determination Date
 Distribution Date
 Distribution Date Statement
 Eligible Account
  4




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Eligible Receivable
 
      5




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Eligible Receivable Origination Cut-Off Date provided
 Eligible Servicer
 6




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Event of Default
 Excess Funding Account
 Exchangeable Receivable
 Exchange Act
 Exchange Date
  FCF Corp 
 FCF LLC
 Fleet Receivables
 Floorplan Financing Agreement
 Floorplan Financing Guidelines
 7




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Ford
 Ford Credit
 Governmental Authority
 Indenture
 Indenture Supplement
 Indenture Trustee
 Ineligible Account
 Ineligible Receivable
 Initial Account
 Initial Account Schedule
 Insolvency Event
 Insurance Proceeds
 Interest Collections
 8




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Interests in Other Floorplan Assets
 Interest Receivables
   In-Transit Period provided, however,
 Invoice Amount
 Issuer
 Lien
 Manufacturer
 Monthly Servicing Fee
 9




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Net Adjusted Pool Balance
 New Vehicle
 Note Interest Rate
 Noteholder Holder
 Noteholders Collateral
 Notes
 Officers Certificate
 Opinion of Counsel
 Other Floorplan Account
 Other Floorplan Asset Schedule
 10




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Other Floorplan Asset Transaction Documents
 Other Floorplan Assets
 Other Floorplan Receivable
 Owner Trustee
 Performance Impaired Ineligible Account
 Person
 Pool Balance
 Pooled Participation Receivables
 Principal Collections
 Principal Receivables
 11




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Purchase Price
 Purchased Participation Receivables
 Rating Agency
 Rating Agency Condition
 Reassignment
 Reassignment Amount
 Receivable
  12




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Receivables Purchase Agreement
 Recoveries
 Redesignated Account
 Redesignated Account Schedule
 Redesignation Date provided,
however,
 13




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Redesignation Notice
 Reference Rate
 Regulation AB
 Related Security
 Required Pool Balance
 Required Transferor Amount
 Requirements of Law
 Responsible Person
 Sale and Assignment Agreement
 14




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Sales and Service Agreement
 Securities Act
 Seller
 Series
 Series Account
 Series Cut-Off Date
 Series Enhancements
 Series Enhancer
 Servicer
 Servicer Default
 Servicing Fee
 Servicing Officer
 Servicing Transfer
 Subsequent Transferor
 Successor Servicer
 Syndicated Receivables
 15




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Tax Opinion
 Termination Notice
 Third-Party Financed In-Transit Receivables
 Third-Party Purchased Receivables
 Transaction Documents
 Transfer Date
 Transferor
 Transferor Amount
 Transferor Interest
 Transferor Deposit Amount
 Transferred Receivables
 Trust Agreement
 Trust Assets
 Trust Termination Date
 16




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UCC
 Used Vehicle
 Vehicle
 Vice President
 Section
1.02. Other Definitional Provisions
       17




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ARTICLE II
 Transfer of Receivables and Interests in Other Floorplan Assets
 Section 2.01. Transfer of Receivables and Interests in Other Floorplan Assets
    Transfer Date
  18




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19




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Initial Account Schedule
 Additional Account Schedule
   Section 2.02. Acceptance by Owner Trustee
  20




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Section 2.03. Representations and Warranties of Transferor Relating to Itself and This Agreement
 Representations and Warranties
 Organization and Good Standing
 Due Qualification
 Due Authorization
 No Conflict
 21




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No Violation
 No Proceedings
 All Consents Required
 Enforceability
 Account Schedule
 22




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Valid Transfer
 Notice of Breach
 Reassignment upon Breach
 23




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provided, however,
  Section 2.04. Representations and Warranties of Transferor Relating to Transferred Receivables and Accounts and
Interests in Other Floorplan Assets
 Representations and Warranties
  24




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Notice of Breach
 Reassignment upon Breach provided, however,
  25




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Transferor Deposit Amount provided, however,
 Section 2.05. Covenants of Transferor
 No Liens
 26




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Certain Allocations of Collections
   Delivery of Collections
 Notice of Liens
 Compliance with Law
 Transferor Interest provided, however,
 27




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Section 2.06. Designation of Additional Accounts and Addition of Interests in Other Floorplan Assets
 Required Addition provided, however,
 Optional Addition
   28




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Addition Notices Addition Date Addition Notice
 Conditions
  Assignment
     29




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Representations and Warranties provided, however,
 30




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Section 2.07. Addition of Other Floorplan Assets
 Section 2.08. Removal of Transferred Receivables in Eligible Accounts
 Optional Redesignation
 Conditions
   31




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Representations and Warranties
 32




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ab initio
  Section 2.09. Removal of Transferred Receivables in Ineligible Accounts
    33




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provided, however
     34




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Section 2.10. Transfer of Ineligible Receivables provided, however provided, further,
 Section 2.11. Exchanges of Certain Receivables Exchangeable Receivable Exchange Date
 Section 2.12. Treatment of Prepayments and Advances Made Pursuant to Cash Management Agreements.
 35




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Administration And Servicing Of Receivables
 Section 3.01. Acceptance of Appointment and Other Matters Relating to Servicer
       36




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provided, however, provided further
        37




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provided
  Section 3.02. Servicing Compensation
 Servicing Fee
  Section 3.03. Representations, Warranties and Covenants of Servicer
 Representations and Warranties
 Organization and Good Standing
 38




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Due Qualification
 Due Authorization
 No Conflict
 No Violation
 No Proceedings
 All Consents Required
 39




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Enforceability
 Compliance with Requirements of Law
 No Rescission or Cancellation
 Protection of Beneficiaries Rights
 Negative Pledge
 Notice of Breach
 Purchase upon Breach
 40




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provided, however,
  Section 3.04. Preparation of Distribution Date Statements
 Section 3.05. Annual Statement as to Compliance
 41




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Section 3.06. Report on Assessment of Compliance with Servicing Criteria and Attestation
    42




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Section 3.07. Notices to Ford Credit
 Section 3.08. Adjustments
 Adjustment Payment
  Section 3.09. Reports to Securities and Exchange Commission
  Other Matters Relating To Transferor
 Section 4.01. Liability of Transferor
 43




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Section 4.02. Merger or Consolidation of, or Assumption of, Obligations of Transferor
        44




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Section 4.03. Limitation on Liability of Transferor provided, however,
 Section 4.04. Transferor Indemnification of Issuer and Trustees
 provided, however,
    45




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Section 4.05. Subsequent Transferors Subsequent Transferor provided, however,
  Other Matters Relating To Servicer
 Section 5.01. Liability of Servicer
 Section 5.02. Merger or Consolidation of, or Assumption of, Obligations of Servicer
  46




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Section 5.03. Limitation on Liability of Servicer and Others provided, however, prima facie
 Section 5.04. Servicer Indemnification of Issuer and Trustees
  47




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provided, however,
     Section 5.05. Resignation of Servicer
    48




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Section 5.06. Access to Certain Documentation and Information Regarding Transferred Receivables
 Section 5.07. Examination of Records
  Servicer Defaults
 Section 6.01. Servicer Defaults
 Servicer Default
  49




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Termination Notice
 50




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provided, however,
 Servicing Transfer
  51




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Section 6.02. Indenture Trustee to Act; Appointment of Successor
 Successor Servicer
  52




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provided, however,
  Section 6.03. Notification to Noteholders
 53




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Termination
 Section 7.01. Termination of Agreement
  Miscellaneous Provisions
 Section 8.01. Amendment; Waiver of Past Defaults
 provided
   provided, however, provided, further,
  54




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provided, however,
 provided, however,
      55




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Section 8.02. Protection of Right, Title and Interest to Trust Assets
  56




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Section 8.03. Tax Treatment
 57




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Section 8.04. No Petition
 Section 8.05. Governing Law This Agreement is to be construed in accordance with the laws of
the State of New York, without reference to its conflict of law provisions, and the obligations,
rights and remedies of the parties hereunder are to be determined in accordance with such
laws.
 Section 8.06. Notices
 58




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Section 8.07. Severability of Provisions
 Section 8.08. Further Assurances
 Section 8.09. No Waiver; Cumulative Remedies
 Section 8.10. Counterparts
 Section 8.11. Third Party Beneficiaries
 Section 8.12. Rule 144A Information
 59




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Section 8.13. Action by Owner Trustee, Delaware Trustee or Indenture Trustee
 Section 8.14. Merger and Integration
 Section 8.15. Headings
 Section 8.16. Limitation of Liability of Owner Trustee
  60




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In Witness Whereof
 [Ford Credit Floorplan Corporation]/[Ford CreditFloorplan LLC],as TransferorBy:Name:Title:Ford Credit Floorplan Master Owner Trust __,as IssuerBy:
    
    [Owner
Trustee], not in its individual capacity, but
solely as Owner TrusteeBy:Name:Title:Ford Motor Credit Company,as ServicerBy:Name:Title:




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Schedule 1
 Account Schedule
 [To Be Delivered at Closing]




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Exhibit A
 Form of Assignment of Receivables in Additional Accounts  or Interests in Other Floorplan Assets
 (As required by Section 2.06
of Transfer and Servicing Agreement)
 Assignment No. ___of Receivables in [Additional Accounts] [Interests in Other
Floorplan Assets] [Ford Credit Floorplan
Corporation]/[Ford Credit Floorplan LLC] Ford Motor Credit Company Ford Credit Floorplan Master Owner Trust ___
 Recitals
 Transfer and Servicing Agreement
    Statement Of Agreement
 Defined Terms Addition Date Additional Cut-Off Date Eligible Receivable Origination Cut-Off Date
 [Designation of Additional Accounts] [Addition of Other Floorplan Assets]
 A-1




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Transfer of [Transferred Receivables] [Interests in Other Floorplan Assets]
   Acceptance by Issuer
 A-2




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Representations and Warranties of Transferor
 Organization and Good Standing
 Due Qualification
 Due Authorization
 No Conflict
 No Violation
 A-3




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No Proceedings
 All Consents Required
 Enforceability
 Valid Transfer
 A-4




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Ratification of Agreement
 Counterparts
 Governing Law
 A-5




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In Witness Whereof
 [Ford Credit Floorplan Corporation]/[Ford Credit
Floorplan LLC],as TransferorBy:Name:Title:Ford Credit Floorplan Master Owner Trust __,as IssuerBy:
    
    [Owner Trustee], not in its individual capacity, but
solely as Owner TrusteeBy:Name:Title:Ford Motor Credit Company,as ServicerBy:Name:Title:
 A - 6




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Exhibit B
 Form Of Opinion Of Counsel Regarding Amendments
 (As required by Section 8.02(d)(i)
of Transfer and Servicing Agreement)
 Amendment
  B - 1




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Exhibit C
 Form Of Opinion Of Counsel Regarding Additional Accounts  or Interests in Other Floorplan Assets
 *
 Transferor Transfer and Servicing Agreement Servicer Issuer
     
 *
    
    Include references to Additional
Accounts only in the case of the designation of Additions Accounts pursuant to
Section 2.06 of the Transfer and Servicing Agreement. 
 C - 1




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C - 2




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Exhibit D
 Form of Reassignment of Receivables in Redesignated Accounts
 (Pursuant to Section 2.08 and 2.09(c)
of Transfer and Servicing Agreement)
 Reassignment No. ___of Receivables in Redesignated Accounts [Ford Credit Floorplan Corporation]/[Ford Credit Floorplan
LLC] Ford Motor Credit Company Ford Credit
Floorplan Master Owner Trust ___
 Recitals
 Transfer and Servicing Agreement
    Statement Of Agreement
 Defined Terms
 Notice of Redesignated Accounts




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Redesignated Accounts
 Conveyance of Transferred Receivables
  Acceptance by Issuer
 Legal, Valid and Binding Obligation
 Ratification of Agreement
 D - 2




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Counterparts
 Governing Law
 D - 3




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In Witness Whereof
 [Ford Credit Floorplan Corporation]/[Ford Credit
Floorplan LLC],as TransferorBy:Name:Title:Ford Credit Floorplan Master Owner Trust __,as IssuerBy:
    
    [Owner Trustee], not in its individual capacity, but
solely as Owner TrusteeBy:Name:Title:Ford Motor Credit Company,as ServicerBy:Name:Title:
 D - 4