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Exhibit 1.1
 Ford Credit Floorplan Master Owner Trust __
Series __ Floating Rate Asset Backed Notes
 [Ford Credit Floorplan Corporation]
[Ford Credit Floorplan LLC]
(Depositor[s])
 Underwriting Agreement
 
 
  Introduction FCF
Corp Depositor FCF LLC Depositor Depositors Notes Terms Annex Agreement Representatives Underwriters
 Issuer Trust Trust Agreement Delaware Trustee Owner Trustee Receivables
 In-Transit Receivables Ford




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Ford Credit  Sale and Assignment Agreement  Receivables Purchase Agreement[s] Servicer  Transfer and Servicing
Agreement[s]   Base Indenture Indenture Trustee  Indenture Supplement Indenture
 Administration Agreement Administrator
 Basic Documents  Indemnification Agreement Transaction
Documents
 Commission Act Rules and Regulations Registration
Statement
 2




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Rule 424(b) Prospectus Supplement Base Prospectus Prospectus Preliminary Prospectus
 Time of Sale Free Writing Prospectus Time of Sale Information Time of Sale Information Corrective Information
 Representations and Warranties of the Depositor
 Registration Statement and Prospectus
 3




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provided TIA
 Time of Sale Information provided provided
 Trust Free Writing Prospectus provided
 4




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Documents Incorporated by Reference Exchange Act
 Organization and Qualification
 No Conflicts and No Violation
 5




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Power, Authorization and Enforceability
 Conformity of Transaction Documents
 Enforceability of Notes
 Representations and Warranties in the Basic Documents
 Ineligible Issuer
 Purchase, Sale, and Delivery of the Notes
 Closing Date
 Offering by Underwriters
 Covenants of the Depositor
 6




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Preparation of Offering Documents
 Filing of Prospectus and any Trust Free Writing Prospectus
 Delivery of Proposed Amendment or Supplement
 Notice to the Representatives
 Blue Sky Compliance provided provided further
 Delivery of Prospectus
 7




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Earnings Statement provided that
 Payment of Costs and Expenses
 Underwriters Costs and Expenses
 Delivery of Reports
 8




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Computer Records
 Cooperation with Rating Agencies
 Conditions of the Obligations of the Underwriters
 Accountants Letter
 Registration Compliance; No Stop Order
 Officers Certificates as to Representations and Warranties
 9




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Officers Certificates as to Conditions Precedent.
 No Material Adverse Change
 Market Out
 provided
  10




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Depositor Opinion[s]
      11




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12




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Ford Credit Opinions
  13




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14




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Ford Opinions
    15




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Bankruptcy Opinions
 16




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Delaware UCC Opinions
 Tax and ERISA Opinions.
   Legality Opinions.
 Negative Assurances.
 17




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Owner Trustee Opinions.
    18




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Delaware Trustee Opinions.
  19




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Issuer Opinions.
 20




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Act
       21




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Indenture Trustee Opinions.
   22




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Closing Certificates.
 Underwriters Counsel Opinion
 23




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Ratings Letters
 Transaction Documents
 Consideration
 Indemnification and Contribution provided, however provided further
   24




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25




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26




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Free Writing Prospectuses; Delivery of Preliminary Prospectus
 ABS
Informational and Computational Material
  Trust Information Underwriter Free Writing Prospectus
 provided, however,
     27




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Defective Free Writing Prospectus
  Corrected Free Writing Prospectus
   28




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Survival of Certain Representations and Obligations
 Failure to Purchase the Notes
   29




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No Fiduciary Duty
  Notices
     
 
 30




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Successors
 Governing Law . THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.
 Submission to Jurisdiction
 Waiver of Jury Trial . EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT.
 31




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Severability
 Counterparts
 32




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EXECUTED:[FORD CREDIT FLOORPLAN CORPORATION]By:Name:Title:[FORD CREDIT FLOORPLAN LLC]By:Name:Title:
 [NAME OF UNDERWRITER]By:Name:Title:[NAME OF UNDERWRITER]By:Name:Title:[NAME OF UNDERWRITER]By:Name:Title:
 33




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[NAME OF UNDERWRITER]By:Name:Title:[NAME OF UNDERWRITER]By:Name:Title:[NAME OF UNDERWRITER]By:Name:Title:[NAME OF UNDERWRITER]By:Name:Title:[NAME OF UNDERWRITER]By:Name:Title:[NAME OF UNDERWRITER]By:Name:Title:
 34




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Representatives
 Terms of the Notes
 Pricing Date:
    
    , 20___Time of Sale:
    
    , 20___Closing Date:
    
    , 20___Series Cutoff Date:
    
    , 20___Notes:
    
    Class A NotesClass B Notes
  S&P
    
    

Moodys
    
    
    FitchClass A NotesClass B Notes
 I-1




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PurchasePrice(as a % of theAggregate
    
    
    
    
    
    aggregatePrincipal
    
    Interest
    
    principal
    
    Final
    
    FinalNotes
    
    Amount
    
    Rate
    
    amount)
    
    Payment Date
    
    Maturity DateClass A Notes
    
    $
    
    
    
    
    
    %
    
    
    
    %
    
    
    , 20__
    
    
    
    , 20__Class B Notes
    
    $
    
    
    
    
    
    %
    
    
    
    %
    
    
    , 20__
    
    
    
    , 20__
 Underwriters and Allotments
 Initial Principal
    
    Initial PrincipalAmount of
    
    Amount ofUnderwriters
    
    Class A Notes
    
    Class B Notes[           ]
    
    
    [        ]
    
    
    
    [               ][           ]
    
    
    [               ]
    
    
    
    [               ][           ]
    
    
    [               ]
    
    
    
    [               ][           ]
    
    
    [               ]
    
    
    
    [               ][           ]
    
    
    [               ]
    
    
    
    [               ][           ]
    
    
    [               ]
    
    
    
    [               ]Total
    
    
    [               ]
    
    
    
    [               ]
 Parties
 Issuer or Trust:
    
    Ford Credit Floorplan Master Owner Trust ___.Delaware Trustee:Owner Trustee:Indenture Trustee:
 Documents
 Indenture Supplement:
    
    Series Indenture Supplement, to be dated as of , 20___, by and between the Trust
and the Indenture Trustee.Indenture:
    
    Indenture, dated as of , 20___, by and between the Trust and the Indenture
Trustee
 2




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[Address for Notice to Representatives:[               ][               ]
 SEC Registration Number
 Registrants:
    
    [Ford Credit Floorplan Corporation][Ford Credit Floorplan LLC]Registration Number:
    
    [333-132560][333-132560-01]
 Time of Sale Information
 Preliminary Prospectus:
    
    Preliminary Prospectus, dated as of , 20___.
 Trust Free Writing Prospectuses
 
    
    None
 3