福特信贷经销商库存融资信托拟发行Series 2026-3资产支持票据，属常规证券化融资

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8-K
1
tm2626710d22_8k.htm
FORM 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report (Date of earliest event reported):
October 6,
2026
Ford
Credit Floorplan Master Owner Trust A
(Exact
Name of Issuing Entity as Specified in Charter)
Commission
File Number: 333-283567
Central
Index Key Number: 0001159408
Ford
Credit Floorplan LLC and Ford Credit Floorplan Corporation
(Exact
Name of Registrants/Depositors as Specified in Charter)
Commission
File Numbers: 333-283567-01 and 333-283567-02
Central
Index Key Numbers: 0001061198 and 0000872471
Ford
Motor Credit Company LLC
(Exact
Name of Sponsor as Specified in Charter)
Central
Index Key Number: 0000038009
Delaware
(State
or Other Jurisdiction of Incorporation of the Registrants)
38-3372243
and 38-2973806
(IRS
Employer Identification No. of the Registrants)
c/o Ford Motor Company
– Ford Credit SPE Management Office
World Headquarters,
Suite 802
One American Road
Dearborn, Michigan
48126
(Address
of Principal Executive Offices of the Registrants)
(Zip Code)
Registrants' telephone number, including area
code:
313-594-3495
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
¨
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Securities registered pursuant to Section 12(b) of the Securities
Exchange Act of 1934:
Title
of each class
Trading
Symbol(s)
Name
of each exchange on which registered
None
None
None
Item 1.01
Entry
into a Material Definitive Agreement
.
In
connection with the issuance by Ford Credit Floorplan Master Owner Trust A (the "
Trust
") of the asset-backed securities
(the "
Notes
") described in the Prospectus, dated October 6, 2026 (the "
Prospectus
"), which was
filed with the Securities and Exchange Commission pursuant to its Rule 424(b)(2) by Ford Credit Floorplan Corporation and Ford
Credit Floorplan LLC (the "
Registrants
" or the "
Depositors
"), the Depositors entered into an Underwriting
Agreement on October 6, 2026 (the "
Underwriting Agreement
") with the underwriters listed in Item 9.01(d) below.
The Underwriting Agreement is described more fully in the Prospectus.
Item 8.01
Other
Events
.
In
connection with the offering of the Notes, the chief executive officer of the Depositors has made the certifications required by Paragraph
I.B.1(a) of Form SF-3. The certification is being filed on this Current Report to satisfy the requirements of Item 601(b)(36)
of Regulation S-K.
On
the closing date for the issuance of the Notes stated in the Prospectus (the "
Closing Date
"), the Depositors and/or
the Trust will enter into the other agreements listed in Item 9.01(d) below (such agreements, the "
Transaction Documents
").
The Transaction Documents are described more fully in the Prospectus.
Substantially
final versions of the Transaction Documents, the forms of which were filed as exhibits to the Registration Statement, are being filed
on this Current Report to satisfy the requirements of Item 1100(f) of Regulation AB.
Item 9.01.
Financial
Statements and Exhibits
.
(a)
Not
applicable
(b)
Not
applicable
(c)
Not
applicable
(d)
Exhibits:
Exhibit No.
Description
1.1
Underwriting
Agreement, dated October 6, 2026, among the Depositors, the Sponsor and Barclays Capital Inc., Deutsche Bank Securities Inc.,
Mizuho Securities USA LLC, BMO Capital Markets Corp. and J.P. Morgan Securities LLC
4.2
Series 2026-3
Indenture Supplement, to be dated as of October 1, 2026, between the Trust and the Indenture Trustee.
10.15
Series 2026-3
Account Control Agreement, to be dated as of October 1, 2026, between the Trust and The Bank of New York Mellon.
36.1
Depositor
(Ford Credit Floorplan Corporation) Certification for shelf offerings of asset-backed securities.
36.2
Depositor
(Ford Credit Floorplan LLC) Certification for shelf offerings of asset-backed securities.
3
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this Report to be signed on their respective
behalves by the undersigned hereunto duly authorized.
FORD CREDIT FLOORPLAN CORPORATION
By:
/s/
Ryan Hershberger
Name:
Ryan Hershberger
Title:
President and Assistant Secretary
FORD CREDIT FLOORPLAN LLC
By:
/s/
Ryan Hershberger
Name:
Ryan Hershberger
Title:
President and Assistant Secretary
Dated: October 8, 2026
4

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EX-1.1
2
tm2626710d22_ex1-1.htm
EXHIBIT 1.1
EXHIBIT 1.1
EXECUTION VERSION
Ford Credit Floorplan
Corporation
Ford Credit Floorplan LLC
Ford Credit Floorplan
Master Owner Trust A
Series 2026-3 Notes
Underwriting
Agreement
October 6, 2026
Barclays
Capital Inc.
Deutsche
Bank Securities Inc.
Mizuho
Securities USA LLC
BMO
Capital Markets Corp.
J.P.
Morgan Securities LLC each as an Underwriter
and as a Representative
of the other Underwriters named in
the Terms Annex
Ladies and Gentlemen:
1.
Introduction
. Ford Credit Floorplan Corporation, a Delaware corporation ("
FCF Corp
" or a "
Depositor
"),
and Ford Credit Floorplan LLC, a Delaware limited liability company ("
FCF LLC
" or a "
Depositor
" and,
together with FCF Corp, the "
Depositors
"), each wholly owned by Ford Motor Credit Company LLC, a Delaware limited liability
company ("
Ford Credit
"), propose to sell the Class A Notes, and Class B Notes (together, the "
Offered
Notes
") described in the Terms Annex attached to this agreement (this agreement, including the Terms Annex, this "
Agreement
").
The Offered Notes will be registered with the Securities and Exchange Commission (the "
Commission
") and will be sold
to the underwriters listed in the Terms Annex through the representatives (the "
Representatives
") signing this Agreement
on behalf of themselves and the other underwriters (the Representatives and the other underwriters of the Offered Notes, the "
Underwriters
").
The
Offered Notes will be issued by Ford Credit Floorplan Master Owner Trust A, a Delaware statutory trust (the "
Trust
").
The Trust is governed by a second amended and restated trust agreement (the "
Trust Agreement
") between the Depositors
and U.S. Bank Trust National Association, as owner trustee (the "
Owner Trustee
"). Simultaneously with the issuance and
sale of the Offered Notes as contemplated in this Agreement, the Trust will issue the Class C Notes (the "
Class C Notes
")
and Class D Notes (the "
Class D Notes
" and, collectively with the Offered Notes and the Class C Notes,
the "
Series 2026-3 Notes
" or the "
Notes
"). The Class C Notes and Class D Notes will
initially be retained by the Depositors. The Notes will be issued under a second amended and restated indenture (the "
Base Indenture
")
and an indenture supplement (the "
Indenture Supplement
" and, together with the Base Indenture, the "
Indenture
"),
each between the Trust and The Bank of New York Mellon, as indenture trustee (the "
Indenture Trustee
"), and will be
secured by a revolving pool of receivables originated in connection with the purchase and financing of new and used car, truck and utility
vehicle inventory by motor vehicle dealers (the "
Receivables
") and other property of the Trust.
The
Receivables originated in connection with the purchase by dealers of Ford-manufactured or Ford-distributed vehicles ("
In-Transit
Receivables
") have been or will be sold by Ford Motor Company, a Delaware corporation ("
Ford
"), to Ford Credit
under a sale and assignment agreement (the "
Sale and
Assignment Agreement
")
between Ford and Ford Credit. All Receivables have been or will be sold by Ford Credit to the Depositors under separate receivables purchase
agreements (each, a "
Receivables Purchase Agreement
") between Ford Credit and each Depositor, and each Depositor has
sold or will sell the Receivables to the Trust under separate sale and servicing agreements (each, a "
Sale and Servicing Agreement
")
between each Depositor, Ford Credit, as servicer, and the Trust. Ford Credit services the Receivables on behalf of the Trust under the
Sale and Servicing Agreements. A back-up servicer performs back-up servicing functions under a back-up servicing agreement (the "
Back-up
Servicing Agreement
") among the Depositors, Ford Credit, the Trust and Computershare Trust Company, N.A. (successor in interest
to Wells Fargo Bank, National Association), as back-up servicer (the "
Back-up Servicer
"). Ford Credit also acts as administrator
(the "
Administrator
") for the Trust under an administration agreement (the "
Administration Agreement
")
between Ford Credit and the Trust.
The
security interest granted to the Indenture Trustee in the Trust's bank accounts is perfected under an account control agreement (the
"
Account Control Agreement
") among the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New
York Mellon, in its capacity as both a securities intermediary and a bank. The security of the Indenture Trustee in the trust accounts
for the Series 2026-3 Notes will be perfected under a separate account control agreement (the "
Series 2026-3 Account
Control Agreement
") to be entered into by the Trust, as grantor, the Indenture Trustee, as secured party, and The Bank of New
York Mellon, in its capacity as both a securities intermediary and a bank.
The
Trust provides for the review of the Receivables for compliance with the representations and warranties made about them in certain circumstances
under an asset representations review agreement (the "
Asset Representations Review Agreement
") among the Trust, Ford
Credit, as servicer, and Clayton Fixed Income Services LLC, as asset representations reviewer (the "
Asset Representations Reviewer
").
The
Trust Agreement, the Indenture, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Sale and Servicing Agreements,
the Back-up Servicing Agreement, the Administration Agreement, the Account Control Agreement, the Series 2026-3 Account Control
Agreement and the Asset Representations Review Agreement are collectively referred to as the "
Basic Documents
." The
Basic Documents and this Agreement are collectively referred to as the "
Transaction Documents
."
The
Depositors prepared and filed with the Commission according to the Securities Act of 1933 (together with the rules and regulations
of the Commission under the Securities Act of 1933, the "
Securities Act
") a registration statement on Form SF-3
(Registration Nos. 333-283567, 333-283567-01 and 333-283567-02), including a form of prospectus and all amendments that are required
as of the date of this Agreement for the offering of notes from time to time according to Rule 415 under the Securities Act, which
was declared effective by the Commission on February 21, 2025 (as amended at the time of effectiveness and including all documents
incorporated by reference at the time of effectiveness, the "
Registration Statement
").
The
Depositors also prepared and filed with the Commission according to Rule 424(h) under the Securities Act ("
Rule 424(h)
"),
at least three business days before the Time of Sale (as defined below), a preliminary prospectus relating to the Offered Notes as described
in the Terms Annex under "Time of Sale Information" (as amended or supplemented and including all documents incorporated by
reference in the preliminary prospectus, the "
Preliminary Prospectus
").
At
or before the time that the Representatives first entered into "contracts of sale" (within the meaning of Rule 159 under
the Securities Act, the "
Contracts of Sale
") with investors in the Offered Notes, which time will be stated in the Terms
Annex and will not be before the date of this Agreement
2
(the
"
Time of Sale
"), the Depositors prepared the Preliminary Prospectus and the other information (including any "free-writing
prospectus," as defined in Rule 405 under the Securities Act (a "
Free Writing Prospectus
")) listed in the
Terms Annex under "Time of Sale Information" (collectively, the "
Time of Sale Information
"). If, after the
initial Time of Sale, the Depositors and the Representatives determine that the original Time of Sale Information included an untrue
statement of material fact or omitted to state a material fact necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading and the Representatives advise the Depositors that investors in the Offered
Notes have elected to terminate their initial Contracts of Sale and enter into new Contracts of Sale, then the "
Time of Sale
"
will refer to the time of entry into the first new Contract of Sale and the "
Time of Sale Information
" will refer to
the information available to purchasers at least 48 hours prior to the time of entry (prior to the Closing Date) into the first new Contract
of Sale, including any information that corrects the material misstatements or omissions (the new information, the "
Corrective
Information
") and the Terms Annex will be deemed to be amended to include the Corrective Information in the Time of Sale Information.
However, for the purposes of Section 7, if an investor elects not to terminate its initial Contract of Sale and enter into a new
Contract of Sale, "
Time of Sale
" will refer to the time of entry into the initial Contract of Sale and "
Time
of Sale Information
" for Offered Notes to be purchased by that investor will refer to information available to that investor
at the time of entry into the initial Contract of Sale.
The
Depositors will prepare and file with the Commission according to Rule 424(b) under the Securities Act ("
Rule 424(b)
"),
within two business days after the date of this Agreement, a final prospectus relating to the Offered Notes (as amended or supplemented
and including all documents incorporated by reference in the prospectus, the "
Prospectus
").
2.
Purchase, Sale and Delivery of Offered Notes
. On the Closing Date, on the basis of the representations, warranties and agreements
in this Agreement, but subject to the terms and conditions in this Agreement, the Depositors will sell to the Underwriters, and the Underwriters
will, severally and not jointly, purchase from the Depositors, the principal amounts of the Offered Notes listed opposite the Underwriters'
names in the Terms Annex for the purchase prices stated in the Terms Annex.
Payment
for the Offered Notes will be made to the Depositors or to their order by wire transfer at 10:00 a.m., New York City time, on the closing
date stated in the Terms Annex (the "
Closing Date
") or at another time not later than seven business days after that
date as the Representatives and the Depositors may agree.
Payment
for the Offered Notes will be made against delivery of the Offered Notes to the Representatives, for the account of the Underwriters,
at the office of Katten Muchin Rosenman LLP, New York, New York, on the Closing Date. Each of the Offered Notes will initially be represented
by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company. The interests of beneficial
owners of the Offered Notes will be represented by book entries on the records of The Depository Trust Company and its participating
members.
3.
Depositors' Representations and Warranties
. Each Depositor (and for Sections 3(p) through (r) only, Ford Credit) represents
and warrants to and agrees with the Underwriters that, as of the date of this Agreement:
(a)
Registration Statement Effective; Satisfaction of Conditions
. The Registration Statement has been declared effective by the Commission
under the Securities Act, and no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission
and no proceeding for that purpose has been started or, to the knowledge of the Depositor, threatened, by the Commission. At the Time
of Sale, the Registration Statement and the Preliminary Prospectus complied, and as of its date and
3
as
of the Closing Date, the Prospectus will comply, in all material respects with the Securities Act. The conditions to the use by the Depositor
of a registration statement on Form SF-3 under the Securities Act, as stated in the Eligibility Requirements in the General Instructions
to Form SF-3, have been satisfied as of the date of this Agreement and will be satisfied as of the Closing Date. The conditions
to the offering of the Offered Notes under a registration statement on Form SF-3 under the Securities Act, as stated in the Transaction
Requirements in the General Instructions to Form SF-3, will be satisfied as of the Closing Date. The Depositors have paid the registration
fee for the Offered Notes according to Rule 456 of the Securities Act.
(b)
Filing of Preliminary Prospectus
. The Depositors filed with the Commission according to Rule 424(h) the Preliminary
Prospectus, at least three business days before the Time of Sale.
(c)
Trust Free Writing Prospectus
. Other than the Preliminary Prospectus and the Prospectus, the Depositor (including its agents and
representatives other than the Underwriters in their capacity as such) has not prepared or authorized, and will not prepare or authorize,
any "written communication" (as defined in Rule 405 under the Securities Act) that constitutes an offer to sell or solicitation
of an offer to buy the Offered Notes other than the documents, if any, listed as a Trust Free Writing Prospectus (each, a "
Trust
Free Writing Prospectus
") under "Time of Sale Information" in the Terms Annex. Each Trust Free Writing Prospectus
complied in all material respects with the Securities Act at the Time of Sale and has been filed according to Section 5 (to the
extent required by Rule 433 under the Securities Act ("
Rule 433
")).
(d)
No Material Misstatement or Omission
. The (i) Registration Statement did not, at the time the Registration Statement became
effective or as of the Time of Sale, and will not, on the Closing Date, (ii) Time of Sale Information did not, as of its date and
at the Time of Sale, and will not, on the Closing Date, and (iii) Prospectus will not, as of its date and on the Closing Date, contain
an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading, except that, in each case, the Depositors make
no representation or warranty about any statements or omissions made in reliance on and in conformity with information delivered to the
Depositors by any Underwriter through the Representatives for use in such documents. However, if after the Time of Sale but before or
on the Closing Date the Depositors and the Representatives determine that the Time of Sale Information included an untrue statement of
material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which
they were made, not misleading, for purposes of this paragraph, Time of Sale Information will, subject to Section 1, include any
Corrective Information delivered to the Representatives or the Underwriters by the Depositors according to Section 4(c).
(e)
Documents Incorporated by Reference
. The documents incorporated by reference in the Registration Statement or the Preliminary
Prospectus, when they were filed with the Commission, complied in all material respects to the requirements of the Securities Act or
the Securities Exchange Act of 1934 (together with the rules and regulations of the Commission under the Securities Exchange Act
of 1934, the "
Exchange Act
"), as applicable, and any other documents filed and incorporated by reference in the Registration
Statement, the Preliminary Prospectus or the Prospectus, when the documents are filed with the Commission, will comply in all material
respects to the requirements of the Securities Act or the Exchange Act, as applicable.
(f)
Organization and Qualification
. The Depositor is duly organized and validly existing as a limited liability company or corporation,
as applicable, in good standing under the laws of the State of Delaware. The Depositor is qualified as a foreign limited liability company
or corporation, as applicable, in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the
4
ownership
or lease of its properties or the conduct of its activities requires the qualification, license or approval, unless the failure to obtain
the qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on the Depositor's ability
to perform its obligations under the Transaction Documents to which it is a party.
(g)
Power, Authority and Enforceability
. The Depositor has the power and authority to execute, deliver and perform its obligations
under each of the Transaction Documents to which it is a party. The Depositor has authorized the execution, delivery and performance
of this Agreement and on the Closing Date, the other Transaction Documents to which the Depositor will be a party will have been authorized,
executed and delivered by the Depositor. Each of the Transaction Documents to which the Depositor is or will be a party is the legal,
valid and binding obligation of the Depositor enforceable against the Depositor, except as may be limited by insolvency, bankruptcy,
reorganization or other laws relating to the enforcement of creditors' rights or by general equitable principles.
(h)
No Conflicts and No Violation
. The completion of the transactions under the Transaction Documents to which the Depositor is a
party and the performance of its obligations under such documents will not (i) conflict with, or be a breach or default under, any
indenture, mortgage, deed of trust, loan agreement, guarantee or similar document under which the Depositor is a debtor or guarantor,
(ii) result in the creation or imposition of a lien on the Depositor's properties or assets under any indenture, mortgage, deed
of trust, loan agreement, guarantee or similar document (other than the Sale and Servicing Agreements), (iii) violate the Depositor's
organizational documents or (iv) violate a law or, to the Depositor's knowledge, an order, rule or regulation of a federal
or state court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Depositor or
its properties that applies to the Depositor, which, in each case, would reasonably be expected to have a material adverse effect on
the Depositor's ability to perform its obligations under the Transaction Documents to which it is a party.
(i)
Conformity of Transaction Documents
. The Transaction Documents will conform to their descriptions in the Prospectus in all material
respects.
(j)
Enforceability of Notes
. On the Closing Date, the Notes will have been executed, issued and delivered, and when authenticated
by the Indenture Trustee and paid for by the Underwriters according to this Agreement (or retained by the Depositors), will be the valid
and binding obligations of the Trust entitled to the benefits of the Indenture.
(k)
Representations and Warranties in Basic Documents
. The Depositor's representations and warranties in the Basic Documents to which
it is or will be a party will be true and correct in all material respects as of the date stated.
(l)
Ineligible Issuer
. The Depositor is not, and on the date on which the first bona fide offer of the Offered Notes was made was
not, an "ineligible issuer," as defined in Rule 405 under the Securities Act.
(m)
Trust Indenture Act
. When the Indenture is executed by all of the parties to the Indenture, it will comply in all material respects
with the Trust Indenture Act of 1939 (the "
TIA
"), and at all times after that date will be qualified under the TIA.
(n)
Investment Company Act
.
Neither the Depositor nor the Trust is required to be registered as an "investment company"
under the Investment Company Act of 1940. In making this determination for the Trust, the Trust is relying on the exemption in Rule 3a-7
of the Investment Company Act of 1940, although other exclusions or exemptions may also be available to the Trust.
5
(o)
Volcker Rule
. The Trust is not a "covered fund" under the regulations adopted to implement Section 619 of the Dodd-Frank
Wall Street Reform and Consumer Protection Act, commonly known as the "Volcker Rule."
(p)
Compliance with Rule 17g-5
. Ford Credit has executed and delivered a written representation to each Rating Agency (as defined
in the Terms Annex) that it will take the actions stated in paragraphs (a)(3)(iii)(A) through (E) of Rule 17g-5 under
the Exchange Act ("
Rule 17g-5
") for the Notes, and it has complied with each representation, other than any breach
of the representations resulting from a breach by any Underwriter of the representations, warranties and agreements in Sections 5(m) or
(n).
(q)
Compliance with Rule 15Ga-2
. Neither Ford Credit nor either Depositor has employed any person to provide third-party "due
diligence services" (as defined in Rule 17g-10 under the Exchange Act) relating to the Offered Notes or obtained a "third-party
due diligence report" (as defined in Rule 15Ga-2 under the Exchange Act ("
Rule 15Ga-2
")), relating to
the Offered Notes.
(r)
Regulation RR Risk Retention
. Ford Credit, as Sponsor, has complied, and on the Closing Date will comply, with all requirements
imposed on the "sponsor of a securitization transaction" according to Regulation RR under the Exchange Act (17 C.F.R. §246.1,
et seq.) ("
Regulation RR
") in the manner described in the Preliminary Prospectus under the heading "
Credit Risk
Retention
."
4.
Depositors' Agreements
. The Depositors (and, for Sections 4(h) and (k) only, Ford Credit) agree with the Underwriters:
(a)
Preparation of Prospectus
. Immediately following the execution of this Agreement, the Depositors will prepare the Prospectus,
which will contain the information from the Terms Annex and any other information as the Depositors determine to be appropriate or advisable.
(b)
Filing of Prospectus and any Trust Free Writing Prospectus
. The Depositors will transmit the Prospectus by a means reasonably
calculated to result in a timely filing with the Commission according to Rule 424(b) under the Securities Act and, subject
to Section 5 and to the extent required by Rule 433, will file any Trust Free Writing Prospectus with the Commission by a means
reasonably calculated to result in a timely filing.
(c)
Delivery of Proposed Amendment or Supplement
. On or before the Closing Date, the Depositors will deliver to the Representatives
any proposed amendment or supplement to the Registration Statement, the Time of Sale Information or the Prospectus and give the Representatives
reasonable opportunity to review the amendment or supplement before it is filed, and will deliver any final Corrective Information to
the Representatives or the Underwriters before the new Time of Sale to allow the Underwriters to deliver the final Corrective Information
to each investor at least 48 hours before the new Time of Sale.
(d)
Notice to Representatives
. On or before the Closing Date, the Depositors will notify the Representatives promptly (i) when
any amendment to the Registration Statement or supplement to the Prospectus is filed or becomes effective, (ii) of any request by
the Commission for any amendment to the Registration Statement or supplement to the Prospectus, (iii) of any stop order issued by
the Commission suspending the effectiveness of the Registration Statement or the initiation or threat of any proceeding for that purpose
and (iv) of the receipt of any notice regarding a suspension of the qualification of the Offered Notes for offer and sale in any
jurisdiction or the initiation or threat of any proceeding for that purpose. The Depositors will use commercially reasonable efforts
to prevent the issuance of any stop order or notice and, if issued, will use commercially reasonable efforts to obtain its withdrawal.
6
(e)
Blue Sky Compliance
. The Depositors will arrange to qualify the Offered Notes for offer and sale under the securities or "blue
sky" laws of any states the Representatives may reasonably request and to continue the qualifications in effect so long as necessary
under those laws for the distribution of the Offered Notes. However, neither Depositor will be required to qualify as a foreign limited
liability company or corporation, as applicable, to do business or to file a general consent to service of process in any jurisdiction,
and the expense of maintaining any qualification more than one year from the Closing Date will be at the Representatives' expense.
(f)
Delivery of Prospectus
. The Depositors will deliver to the Underwriters a reasonable number of copies of the Prospectus prior
to the Closing Date. If the Representatives notify the Depositors that delivery of a prospectus is required by law in connection with
sales of any Offered Notes in the six-month period following the Closing Date, and either (i) an event has occurred that causes
the Prospectus to contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein,
in the light of the circumstances under which they were made, not misleading or (ii) for any other reason it is necessary during
that period to supplement the Prospectus to comply with applicable law, the Depositors agree to notify the Representatives and to prepare
and deliver to the Representatives, as the Representatives may reasonably request, a supplement to the Prospectus that will correct the
statement or omission or result in compliance with applicable law. If an Underwriter is required by law to deliver a prospectus or other
offering document in connection with sales of any Offered Notes at any time six months or more after the Closing Date, the Representatives
will notify the Depositor and inquire if either clause (i) or (ii) above is applicable and, if so, on the Representatives'
request, but at the expense of that Underwriter, the Depositor will prepare and deliver to that Underwriter as many copies as the Representatives
may reasonably request of a supplemented prospectus or offering document complying with the Securities Act.
(g)
Earnings Statement
. The Depositors will make generally available to noteholders as soon as practicable, but no later than eighteen
months after the Closing Date, an earnings statement for the Trust complying with Rule 158 under the Securities Act and covering
a period of at least twelve consecutive months beginning after the Closing Date, which may be satisfied by posting the monthly investor
report for the Trust on a publicly available website.
(h)
Payment of Fees and Expenses
. The Depositors and Ford Credit will pay or cause to be paid, jointly and severally, the following
amounts: (i) the Commission's registration fees for the Offered Notes; (ii) all fees of the Rating Agencies rating the Notes;
(iii) all fees and expenses of the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer; (iv) all fees
and expenses of counsel to the Indenture Trustee, the Owner Trustee and the Asset Representations Reviewer; (v) all fees and expenses
of the independent accountants relating to the letters referred to in Section 6(d); (vi) all fees and expenses of accountants
incurred in connection with the delivery of any accountants' or auditors' reports required by the Indenture or the Sale and Servicing
Agreement; (vii) all expenses for printing and producing any final prospectuses delivered to investors (including any supplements
required within six months from the Closing Date under Section 4(f)) for the Offered Notes and the Registration Statement; and
(viii) any other fees and expenses incurred in the performance of their obligations under this Agreement.
(i)
Delivery of Reports
. From the date of this Agreement until the payment in full of the Offered Notes, or until such time as the
Representatives notify the Depositors that the Underwriters have ceased to maintain a secondary market in the Offered Notes, whichever
occurs first, the Depositors will deliver to the Representatives on request, if not otherwise available from any publicly available source,
copies of: (i) the annual statement of compliance, the Servicer's report on its assessment of compliance with the minimum servicing
criteria and the related attestation report delivered under Article III of the Sale and Servicing Agreements, (ii) each certificate
and the annual statements of compliance delivered to
7
the
Indenture Trustee under Article III of the Indenture, (iii) any material amendment to any Basic Document and (iv) each
monthly investor report for the Trust.
(j)
Cooperation with Rating Agencies
.
If the ratings assigned to the Offered Notes by the Rating Agencies are conditional on
the delivering of documents or the taking of any other actions by the Depositors, the Depositors will deliver those documents and take
those actions.
(k)
Compliance with Rule 17g-5
. The Depositors and Ford Credit will comply with the representation made by Ford Credit to each
Rating Agency for the Notes under paragraph (a)(3)(iii)(A) through (E) of Rule 17g-5, other than any breach of the representations
resulting from a breach by any Underwriter of the representations, warranties and agreements in Sections 5(m) or (n).
5.
Agreements Regarding Offering of Notes
.
(a)
Public Offering
. Each Depositor understands that the Underwriters intend to offer the Offered Notes for sale to the public (which
may include selected dealers) on the terms stated in the Preliminary Prospectus, the Time of Sale Information and the Prospectus.
(b)
Time of Sale; Delivery of Time of Sale Information
. Each Underwriter, severally and not jointly, represents and agrees that (i) it
did not enter into any Contract of Sale for any Offered Notes prior to the Time of Sale, (ii) if any Corrective Information is delivered
by the Depositors under Section 4(c), it will not enter into any new Contract of Sale for any Offered Notes until at least 48 hours
after the new Time of Sale Information, including the Corrective Information, has been delivered to the related investor and (iii) it
will, at any time that such Underwriter is acting as an "underwriter" (as defined in Section 2(a)(11) of the Securities
Act) for the Offered Notes, deliver the Time of Sale Information to each investor to whom Offered Notes are sold by it during the period
prior to the filing of the Prospectus according to Rule 424(b) (as notified to the Underwriters by the Depositors), at or prior
to the applicable time of entry into the Contract of Sale for that investor.
(c)
No Other Written Communications
. Unless preceded or accompanied by a prospectus satisfying the requirements of Section 10(a) of
the Securities Act, no Underwriter will publish, transmit or deliver any written communication to any person in connection with the initial
offering of the Offered Notes unless the written communication (i) is made in reliance on Rule 134 under the Securities Act,
(ii) is a prospectus satisfying the requirements of Rule 430D under the Securities Act or (iii) is a Free Writing Prospectus.
(d)
Underwriter Free Writing Prospectuses
. Each Underwriter, severally and not jointly, represents and agrees with the Depositors
and Ford Credit that (i) it has not and will not prepare or use any Free Writing Prospectus (any Free Writing Prospectus prepared
by or on behalf of the Underwriter, an "
Underwriter Free Writing Prospectus
") that contains any information other than
(A) information included in the Preliminary Prospectus or to be included in the Prospectus ("
Trust Information
")
or (B) expected pricing parameters for the Offered Notes and status of subscriptions or allocations for the Offered Notes, unless
otherwise agreed to by the Depositors, (ii) it will discuss with the Depositors and Ford Credit the information to be included,
prior to its first use, in any Underwriter Free Writing Prospectus that includes pricing-related information (including class size, coupons
or spread and price on Bloomberg screens) unless the pricing-related information was in an Underwriter Free Writing Prospectus previously
discussed with the Depositors, and (iii) it will not use any "ABS informational and computational material," as defined
in Item 1101(a) of Regulation AB under the Securities Act in reliance on Rules 167 and 426 under the Securities Act. Each Underwriter
will deliver to the Depositors any Underwriter Free Writing Prospectus required to be filed with the Commission (other than an Underwriter
Free Writing Prospectus referred to in Section 5(i)) on the business day prior to its first use (except as
8
otherwise
agreed by the Depositors), except that the Representatives agree to deliver an Underwriter Free Writing Prospectus with all final pricing
information as soon as practicable on the day the Offered Notes are priced.
(e)
Trust Free Writing Prospectuses
. Each Depositor represents and agrees with the Underwriters that it has not prepared any Free
Writing Prospectuses other than any Trust Free Writing Prospectus listed in the Terms Annex under "Time of Sale Information."
(f)
No Material Misstatements or Omissions
. Each Underwriter, severally and not jointly, represents and agrees with the Depositors
and Ford Credit that each Underwriter Free Writing Prospectus prepared or used by that Underwriter, if any, when read together with the
Preliminary Prospectus and any Trust Free Writing Prospectus, will not, as of the date the Underwriter Free Writing Prospectus was published,
transmitted or delivered to any prospective purchaser of Offered Notes, include any untrue statement of a material fact or omit a material
fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that
the Underwriter makes no representation to the extent the misstatements or omissions were the result of any inaccurate Trust Information
delivered by the Depositors or Ford Credit to the Representatives or the Underwriter, which information was not corrected by Corrective
Information subsequently delivered by the Depositors or Ford Credit to the Representatives or the Underwriter prior to the Time of Sale.
(g)
Free Writing Prospectus Legend
. Each Depositor and each Underwriter, severally and not jointly, agrees that any Free Writing Prospectuses
prepared by it will contain substantially the following legend:
The depositors
have filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before
you invest, you should read the prospectus in that registration statement and other documents the depositors have filed with the SEC
for more complete information about the depositors, the issuing entity and this offering. You may get these documents for free by visiting
EDGAR on the SEC website at www.sec.gov. Alternatively, the depositors, any underwriter or any dealer participating in the offering will
arrange to send you the prospectus if you request it by calling toll-free at 1-888-603-5847.
(h)
SEC Filings
. The Depositors agree to file with the Commission when required under the Securities Act the following:
(i)
the Prospectus;
(ii)
the certifications and Transaction Documents necessary to satisfy the conditions for the offering of the Offered Notes under Form SF-3,
as stated in the General Instructions to Form SF-3;
(iii)         each
Trust Free Writing Prospectus required to be filed according to Rule 433(d);
(iv)         any
Underwriter Free Writing Prospectus included in the "Time of Sale Information" in the Terms Annex and any other Underwriter
Free Writing Prospectus required to be filed according to Rule 433(d) (other than an Underwriter Free Writing Prospectus required
to be filed according to Rule 433(d)(1)(ii)), as long as the Underwriter Free Writing Prospectus was delivered to the Depositors
reasonably in advance of the time required to be filed according to Rule 433(d); and
9
(v)          any
Free Writing Prospectus for which either Depositor or any person acting on its behalf delivered, authorized and approved information
that is prepared and published, transmitted or delivered by a person unaffiliated with the Depositors or any other offering participant
that is in the business of publishing, radio or television broadcasting or otherwise disseminating communications.
(i)
Filing of Underwriter Free Writing Prospectuses
. Subject to Section 5(h)(iv), each Underwriter, severally and not jointly,
agrees to file with the Commission any Underwriter Free Writing Prospectus prepared by it when required to be filed according to Rule 433(d)(1)(ii) and,
on request, deliver a copy to the Depositors and Ford Credit.
(j)
Free Writing Prospectuses Not Required to be Filed
. Notwithstanding the provisions of Sections 5(h) and (i), neither the
Depositors nor any Underwriter will be required to file any Free Writing Prospectus that does not contain substantive changes from or
additions to a Free Writing Prospectus previously filed with the Commission.
(k)
Retention of Free Writing Prospectuses
. Each Depositor and each Underwriter, severally and not jointly, agree to retain all Free
Writing Prospectuses that they have used and that are not filed with the Commission according to Rule 433.
(l)
Final Prospectus
. Each Underwriter, severally and not jointly, agrees with the Depositors and the Trust that after the Prospectus
is made available to the Underwriter, it will not distribute any written information in connection with the offering of the Offered Notes
during the ninety-day period (or any longer period required by law) following the Closing Date to a prospective purchaser of Offered
Notes unless the information is preceded or accompanied by the Prospectus.
(m)
No
Rating Agency Information
. Each Underwriter, severally and not jointly, (i) represents to Ford Credit, the Depositors and the
Trust that it has not provided, as of the date of this Agreement, and agrees with Ford Credit, the Depositors and the Trust that it will
not provide, on or prior to the Closing Date, to any Rating Agency or other "nationally recognized statistical rating organization"
(within the meaning of the Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions
contemplated by this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant
to determining an initial credit rating for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(C)), without the prior consent
of Ford Credit, the Depositors or the Administrator and (ii) agrees with Ford Credit, the Depositors and the Trust that it will
not provide to any Rating Agency or other "nationally recognized statistical rating organization" (within the meaning of the
Exchange Act), any information, written or oral, relating to the Trust, the Notes, the Receivables, the transactions contemplated by
this Agreement or the other Basic Documents or any other information, that could be reasonably determined to be relevant to undertaking
credit rating surveillance for the Offered Notes (as contemplated by Rule 17g-5(a)(3)(iii)(D)), without the prior consent of Ford
Credit, the Depositors or the Administrator.
(n)
No Due Diligence Services
. Each Underwriter, severally and not jointly, represents and agrees that it has not employed any person
to provide third-party "due diligence services" (as defined in Rule 17g-10 under the Exchange Act) relating to the Offered
Notes or obtained a "third-party due diligence report" (as defined in Rule 15Ga-2 under the Exchange Act) relating to
the Offered Notes.
(o)
Sales in the United States
.
Each Underwriter, severally and not jointly, represents and agrees with Ford Credit and the
Depositors that sales of Offered Notes in the United States or to U.S. persons will only be made by it either directly as a broker-dealer
registered with the Commission or through a broker-dealer registered with the Commission.
10
(p)
Underwriters' Fees and Expenses
. The Underwriters will pay the following fees and expenses: (i) all fees and expenses, including
fees and expenses of counsel, in connection with any state securities or "blue sky" law qualifications or legal investment
surveys for the Offered Notes; and (ii) all fees and expenses of counsel to the Underwriters. Except as stated in Sections 4(h) and
9, the Underwriters will pay all their own fees and expenses in connection with any offers of the Offered Notes.
(q)
United Kingdom
. Each Underwriter severally, but not jointly, represents and agrees that:
(i)
it has not offered, sold, distributed or otherwise made available and will not offer, sell, distribute or otherwise make available any
Offered Notes to any UK retail investor (as defined below) in the United Kingdom (the "
UK
");
(ii)
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement
to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (as amended),
or the "
FSMA
") received by it in connection with the issue or sale of any Offered Notes in circumstances in which Section 21(1) of
the FSMA does not apply to the Trust or the Depositors;
(iii)
it has complied and will comply with all applicable provisions of the FSMA for anything done by it in relation to any Offered Notes in,
from or otherwise involving the UK;
(iv)
for the purposes of this provision, the expression "UK retail investor" means a person who is either one (or both) of (A) not
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014, as it forms part of UK
domestic law by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "
EUWA
"); or (B) a "UK
qualified investor" as defined in, as appropriate, (x) Article 2 of Regulation (EU) 2017/1129, as it forms part of UK
domestic law by virtue of the EUWA and as amended or (y) Paragraph 15 of Schedule 1 to the Public Offers and Admissions to Trading
Regulations 2024, and
(v)
for the purposes of this provision, the expression "offer" includes the communication in any form and by any means of sufficient
information on the terms of the offer and the Offered Notes to be offered so as to enable an investor to decide to buy or subscribe for
the Offered Notes.
(r)
European Economic Area
. Each Underwriter severally, but not jointly, represents and agrees that it has not offered, sold or otherwise
made available and will not offer, sell or otherwise make available any Offered Notes which are the subject of the Prospectus to any
"EU retail investor" in the European Economic Area. For the purposes of this provision:
(i)
the expression "EU retail investor" means a person who is one (or more) of the following:
(A)
a retail
client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
"
MiFID II
"),
(B)
a customer
within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not
qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II, or
(C)
not an
"EU qualified investor" as defined in Article 2 of Regulation (EU)
11
2017/1129;
and
(ii)
the expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the
offer and the Offered Notes so as to enable an investor to decide to purchase or subscribe for the Offered Notes.
6.
Conditions to Underwriters' Obligations
. The obligations of the Underwriters to purchase and pay for the Offered Notes will be
subject to the following conditions:
(a)
Registration Compliance; No Stop Order
. The Prospectus and each Trust Free Writing Prospectus will have been timely filed with
the Commission under the Securities Act (in the case of a Trust Free Writing Prospectus, to the extent required by Rule 433 under
the Securities Act) and according to Section 4(b); and, as of the Closing Date, no stop order will have been issued suspending the
effectiveness of the Registration Statement or any post-effective amendment, and no proceedings for that purpose will be pending before
or, to the knowledge of the Depositors, threatened by the Commission.
(b)
No Material Adverse Change
. Since the date of the Preliminary Prospectus there has not occurred any material adverse change, or
any development involving a prospective material adverse change, in or affecting particularly (i) the business or assets of either
Depositor, or any material adverse change in the financial position or results of operations of either Depositor or (ii) the business
or assets of Ford Credit and its subsidiaries considered as a whole, or any material adverse change in the financial position or results
of operations of Ford Credit and its subsidiaries considered as a whole, other than as disclosed in the Prospectus, which in any case
makes it impracticable or inadvisable in the Representatives' reasonable judgment to proceed with the public offering or the delivery
of the Offered Notes on the terms described in the Prospectus.
(c)
War Out; Market Out
. After the execution and delivery of this Agreement:
(i)
there will not have occurred a declaration of a general moratorium on commercial banking activities by either the Federal or New York
State authorities or a material disruption in the securities settlement or clearance systems in the United States, which moratorium or
disruption remains in effect and which, in the Representatives' reasonable judgment, substantially impairs the Underwriters' ability
to settle the sale of the Offered Notes. In making this judgment the Representatives will take into account the availability of alternative
means for settlement and the likely duration of the moratorium or disruption. If the Commission or, for a banking moratorium, the Board
of Governors of the Federal Reserve System or New York State banking authority, as applicable, has stated on or before the Closing Date
that the resumption of the systems will occur within three business days of the scheduled Closing Date for the Offered Notes, the ability
to settle the sale of the Offered Notes will not be deemed to be substantially impaired;
(ii)          the
United States will not have become engaged in hostilities which have resulted in the declaration of a national emergency or a declaration
of war, which makes it impracticable or inadvisable, in the Representatives' reasonable judgment, to proceed with the public offering
or the delivery of the Offered Notes on the terms described in the Prospectus; and
(iii)         there
will not have occurred (A) any suspension or limitation on trading in securities generally on the New York Stock Exchange or the
National Association of Securities Dealers National Market system, or any setting of minimum prices for trading on that exchange or market
system, (B) any suspension of trading of any securities of Ford Motor Company on any exchange or in the over-the-counter market,
(C) any material outbreak or material escalation of
12
hostilities
involving the engagement of armed conflict in which the United States is involved or (D) any material adverse change in the general
economic, political, legal, tax, regulatory or financial conditions or currency exchange rates in the United States (whether resulting
from events within or outside the United States) which has caused a substantial deterioration in the price and/or value of the Offered
Notes, which in the mutual reasonable determination of the Representatives and Ford Credit makes it impracticable or inadvisable to proceed
with the public offering or the delivery of the Offered Notes on the terms described in the Prospectus.
(d)
Accountant's Report about Preliminary Prospectus and Prospectus
. On or before the Time of Sale and on or before the Closing Date,
a nationally recognized accounting firm, who are independent accountants reasonably satisfactory to the Representatives, will have delivered
to the Representatives a report, reasonably satisfactory to the Representatives, about information in the Preliminary Prospectus and
the Prospectus, respectively, but only if each Representative has executed an acknowledgment letter for the accountant's letter.
(e)
Ford Credit Officer's Certificate about Transaction Documents
. The Representatives will have received an officer's certificate,
dated the Closing Date, signed by the President, an Executive Vice President, a Vice President, the Treasurer, any Assistant Treasurer,
the Secretary or any Assistant Secretary of Ford Credit, stating that the representations and warranties of Ford Credit in this Agreement,
each Sale and Servicing Agreement and each Receivables Purchase Agreement are true and correct in all material respects and that Ford
Credit has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under those agreements
in all material respects.
(f)
Depositors' Officer's Certificate about Transaction Documents
. The Representatives will have received an officer's certificate,
dated the Closing Date, signed by the President, an Executive Vice President, a Vice President, the Treasurer, any Assistant Treasurer,
the Secretary or any Assistant Secretary of each Depositor stating that the representations and warranties of the Depositor in this Agreement,
the Trust Agreement, each Sale and Servicing Agreement and each Receivables Purchase Agreement are true and correct in all material respects
and that the Depositor has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under those
agreements in all material respects.
(g)
Legal Opinions and Letters
.
Each of the following counsel (or other counsel satisfactory to the Representatives) will have
delivered to the Representatives the related opinion or letter, dated as of the Closing Date, each of which will be reasonably satisfactory
to the Representatives.
(i)
In-house Opinion
.
Shannon E. Morris, an Assistant Secretary of Ford Credit and Secretary of each of the Depositors and
an in-house counsel of Ford, about certain corporate matters relating to Ford Credit and the Depositors.
(ii)
In-house Opinion of Ford
.
Brandon M. Warrington, an in-house counsel of Ford, about certain corporate matters relating
to Ford and the Sale and Assignment Agreement.
(iii)
Corporate
and Securities Law Opinion
.
Katten Muchin Rosenman LLP, special counsel to the Depositors and Ford Credit, about certain corporate
and securities law matters relating to Ford Credit, the Depositors and the Trust.
(iv)
Bankruptcy
Opinion
.
Katten Muchin Rosenman LLP, special counsel to the Depositors and Ford Credit, about certain bankruptcy law matters.
(v)
Security
Interest Opinion
. Katten Muchin Rosenman LLP, special counsel to the
13
Depositors and Ford Credit, about certain security interest
matters.
(vi)
Tax
Opinion
. Katten Muchin Rosenman LLP, special tax counsel to the Depositors and Ford Credit, about certain federal tax
matters.
(vii)
Negative
Assurance Letter
.
Katten Muchin Rosenman LLP, special counsel to the Depositors and Ford Credit, about the Registration Statement,
the Preliminary Prospectus, the Time of Sale Information and the Prospectus.
(viii)
Underwriters
Counsel Negative Assurance Letter
. Mayer Brown LLP, counsel to the Underwriters, about the Preliminary Prospectus and the Prospectus.
(ix)
Owner
Trustee Opinion
.
Richards, Layton & Finger P.A., counsel to the Owner Trustee, about certain corporate matters relating
to the Owner Trustee.
(x)
Delaware
Trust Opinion
.
Richards, Layton & Finger P.A., counsel to the Trust, about certain corporate matters relating to
the Trust.
(xi)
Indenture
Trustee Opinion
. Emmet, Marvin & Martin LLP, counsel to the Indenture Trustee, about certain corporate matters relating
to the Indenture Trustee.
(xii)
In-house
Back-up Servicer Opinion
. In-house counsel of the Back-up Servicer, about certain corporate matters relating to the Back-up Servicer.
(xiii)
Asset
Representations Reviewer Opinion
.
Sheryl Johnson, General Counsel of Clayton Fixed Income Services LLC, about certain corporate
matters relating to the Asset Representations Reviewer.
(h)
Ratings Letters
. The Depositors will have received ratings letters from the Rating Agencies that assign the ratings to the Offered
Notes at least as high as the ratings stated in the Terms Annex.
(i)
Transaction
Documents
. Each Transaction Document will have been executed and delivered by the parties to the Transaction Document.
(j)
Issuance and Payment for Notes
. At the Closing Date, the Notes will have been validly issued by the Trust and paid for by the
Depositors.
7.
Indemnification and Contribution
.
(a)
Indemnification by Ford Credit and Depositors
. Each of Ford Credit and each Depositor, jointly and severally, will indemnify and
hold each Underwriter harmless against any losses, claims, damages or liabilities, joint or several, to which that Underwriter may become
subject, under the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities arise out of or are based
on any untrue statement or alleged untrue statement of a material fact in the Registration Statement, the Prospectus, the Preliminary
Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the
Preliminary Prospectus) or an omission or alleged omission to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter
for any legal or other expenses reasonably incurred by it in investigating or defending any claim. However, (i) neither Ford Credit
nor either Depositor will be liable to the extent
14
that
any loss, claim, damage or liability arises out of or is based on an untrue statement or alleged untrue statement in or omission or alleged
omission from any such document in reliance on and in conformity with written information delivered to Ford Credit or the Depositors
by any Underwriter through the Representatives specifically for use in such document and (ii) neither Ford Credit nor either Depositor
will be liable to any Underwriter or any person controlling any Underwriter under the indemnification provided for in this subsection
(a) with respect to any such document to the extent that the loss, claim, damage or liability results from the fact that the Underwriter,
at or prior to the entry into the related Contract of Sale, failed to send or give to any person to whom it sold the Offered Notes a
copy of the Preliminary Prospectus, the Time of Sale Information or the Prospectus, whichever is more recent, if the Depositors have
before the entry into the Contract of Sale delivered copies of such documents to the Underwriter.
The
indemnification in this subsection (a) will be in addition to any liability which Ford Credit and/or the Depositors may otherwise
have and will extend, on the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the
Securities Act or the Exchange Act.
(b)
Indemnification by Underwriters
. Each Underwriter, severally and not jointly, will indemnify and hold harmless Ford Credit and
each Depositor against any losses, claims, damages or liabilities to which Ford Credit or either Depositor may become subject, under
the Securities Act or otherwise, to the extent those losses, claims, damages or liabilities (i) arise out of or are based on any
untrue statement or alleged untrue statement of a material fact (A) in the Registration Statement, the Prospectus, the Preliminary
Prospectus, or any amendment or supplement to any such document, or any other Time of Sale Information (considered together with the
Preliminary Prospectus), or an omission or alleged omission to state a material fact required to be stated therein or necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading, but only to the extent that the
untrue statement or alleged untrue statement or omission or alleged omission was made in any such document in reliance on and in conformity
with written information delivered to Ford Credit or the Depositors by that Underwriter through the Representatives specifically for
use in such document or (B) in an Underwriter Free Writing Prospectus prepared by that Underwriter that has not been previously
approved by Ford Credit or the Depositors and is not Trust Information, or (ii) arise out of or are based on the breach by that
Underwriter of the representations, warranties and agreements in Section 5(m) or (n), and will reimburse Ford Credit and each
Depositor for any legal or other expenses reasonably incurred by them in investigating or defending any such claim, except that the indemnification
provided by any Underwriter in clause (ii) above will in no event exceed the total underwriting discounts and commissions received
by that Underwriter as stated on the cover of the Prospectus.
The
indemnification in this subsection (b) will be in addition to any liability which each Underwriter may otherwise have and will extend,
on the same terms and conditions, to the officers and directors of Ford Credit or the Depositors and each person, if any, who controls
Ford Credit or either Depositor within the meaning of the Securities Act or the Exchange Act.
(c)
Proceedings
.
Promptly after receipt by an indemnified party under subsection (a) or (b) above of written notice of the start of any action,
the indemnified party will, if the claim is to be made against the indemnifying party under subsection (a) or (b) above, notify
the indemnifying party of the action, and if the indemnified party does not so notify the indemnifying party within 30 days following
receipt of any such notice by the indemnified party, the indemnifying party will have no further liability under subsection (a) or
(b) above to the indemnified party unless the indemnifying party has received other notice addressed and delivered according to
Section 12 of the action. However, the failure to notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under that subsection. If any such action is brought against any indemnified party and
it
15
notifies
the indemnifying party of the start of the action, the indemnifying party will be entitled to participate in the action and, may, jointly
with any other indemnifying party, assume the defense of the action, with counsel reasonably satisfactory to the indemnified party. After
notice from the indemnifying party to the indemnified party of its election to assume the defense of the action, the indemnifying party
will not be liable to the indemnified party under subsection (a) or (b) above, as applicable, for any legal or other expenses
subsequently incurred by the indemnified party in connection with the defense of the action other than reasonable expenses for investigation.
No
indemnifying party will, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened
action for which any indemnified party is or could have been a party if indemnity could have been claimed under this Agreement by the
indemnified party unless the settlement includes (i) an unconditional release of the indemnified party from all liability on any
claims in the action and (ii) does not include a statement or an admission of fault, culpability or a failure to act by or on behalf
of the indemnified party.
(d)
Contribution
.
If the indemnification provided for in this Section 7 is unavailable or insufficient to hold harmless an indemnified party under
subsection (a) or (b) above for any losses, claims, damages or liabilities referred to in subsection (a) or (b), as applicable,
then each indemnifying party will contribute to the amount paid or payable by the indemnified party as a result of those losses, claims,
damages or liabilities in the proportion appropriate to reflect the relative benefits received by Ford Credit and the Depositors, on
the one hand, and that Underwriter, on the other, from the offering of the Offered Notes. If, however, the allocation provided by the
prior sentence is not permitted by applicable law, then each indemnifying party will contribute to the amount paid or payable by the
indemnified party in the proportion appropriate to reflect not only the relative benefits but also the relative fault of Ford Credit
and the Depositors, on the one hand, and that Underwriter, on the other, in connection with the statements or omissions which resulted
in the losses, claims, damages or liabilities as well as any other relevant equitable considerations. The relative benefits received
by Ford Credit and the Depositors, on the one hand, and that Underwriter, on the other, will be deemed to be in the same proportion as
the total net proceeds from the offering (before deducting expenses) received by the Depositors in relation to the total underwriting
discounts and commissions received by that Underwriter, in each case, as stated on the cover of the Prospectus. The relative fault will
be determined by taking into consideration, among other things, whether the untrue or alleged untrue statement of a material fact or
the omission or alleged omission to state a material fact relates to information delivered by Ford Credit, the Depositors and their affiliates,
on the one hand, or by that Underwriter, on the other, and the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent the untrue statement or omission, including, for that Underwriter, the extent to which the losses, claims, damages
or liabilities result from the fact that that Underwriter sold the Offered Notes to a person to whom there was not sent or given, at
or prior to the entry into the related Contract of Sale, a copy of the Preliminary Prospectus, the Time of Sale Information or the Prospectus,
whichever is more recent, if the Depositors have previously delivered those documents to that Underwriter.
Ford
Credit, the Depositors and the Underwriters, severally and not jointly, agree that it would not be just and equitable if contribution
under this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity) or by any
other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The
amount paid by an indemnified party as a result of the losses, claims, damages or liabilities referred to above in this subsection (d) will
be deemed to include any legal or other expenses reasonably incurred by the indemnified party in connection with investigating or defending
any action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter will be required to contribute any amount
under this Agreement in excess of the underwriting discounts and commissions received by that Underwriter, as reduced by the amount of
any damages which that Underwriter has otherwise been required to pay by
16
reason
of the untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of the
fraudulent misrepresentation. The obligations of the Underwriters of the Offered Notes in this subsection (d) to contribute are
several in proportion to their respective underwriting obligations for the Offered Notes as stated in the Terms Annex and not joint.
(e)
Limitation
on Certain Liabilities
. Notwithstanding anything else in this Agreement, the aggregate liability of any Underwriter to Ford Credit
and the Depositors for any losses, claims, damages, liabilities, legal or other expenses or other amounts (collectively, "
Amounts
")
arising out of or based on any breaches or alleged breaches by that Underwriter of its agreements in Section 5(m)(ii), without regard
to whether the Amounts are payable by that Underwriter under Section 7(b) or as damages for breach of contract or otherwise,
will in no event exceed the total underwriting discounts and commissions received by that Underwriter, in each case, as stated on the
cover of the Prospectus.
8.
Survival
of Representations and Obligations
. The respective indemnities, agreements, representations, warranties and other statements of Ford
Credit and the Depositors or the officers of Ford Credit and the Depositors and of the Underwriters stated in or made under this Agreement
will remain in full force and effect, regardless of any investigation or statement as to the results of any investigation, made by or
on behalf of any Underwriter, Ford Credit, the Depositors or any of their respective representatives, officers or directors of any controlling
person, and will survive delivery of and payment for the Offered Notes.
9.
Failure to Purchase Offered Notes; Other Agreements
.
(a)
Liability of Ford Credit and Depositors
. If the purchase of the Offered Notes is not completed because the circumstances described
in Section 6(c) have occurred, then neither Ford Credit nor either Depositor will have any liability to the Underwriters with
respect to the Offered Notes except as provided in Sections 4(h) and 7. However, if for any other reason (subject to subsection
(b) below), the Offered Notes are not delivered to the Underwriters as provided in this Agreement, Ford Credit and the Depositors
will be liable, jointly and severally, to reimburse the Underwriters, through the Representatives, for all out-of-pocket expenses, including
legal fees and expenses reasonably incurred by the Underwriters in making preparations for the offering of the Offered Notes. In this
case, neither Ford Credit nor either Depositor will then have any further liability to any Underwriter for the Offered Notes except as
provided in Sections 4(h) and 7.
(b)
Default
by Underwriters
. If any Underwriter or Underwriters default on their obligations to purchase Offered Notes under this Agreement and
the aggregate principal amount of Offered Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase does not
exceed 10% of the total principal amount of the Offered Notes, the Representatives may make arrangements satisfactory to the Depositors
for the purchase of those Offered Notes by other persons, including the non-defaulting Underwriter or Underwriters. If no arrangements
are made by the Closing Date, the non-defaulting Underwriter or Underwriters will purchase, in proportion to their commitments under
this Agreement, the Offered Notes that the defaulting Underwriter or Underwriters agreed but failed to purchase. If any Underwriter or
Underwriters so default and the aggregate principal amount of Offered Notes related to the default or defaults exceeds 10% of the total
principal amount of the Offered Notes and arrangements satisfactory to the non-defaulting Underwriter or Underwriters and the Depositors
for the purchase of those Offered Notes by other persons are not made within 36 hours after the default, this Agreement will terminate
without liability on the part of any non-defaulting Underwriter or Underwriters or Ford Credit and the Depositors, except as provided
in Sections 4(h) and 7. Nothing in this Agreement will relieve a defaulting Underwriter or Underwriters from liability for its default.
17
(c)
Recognition of the U.S. Special Resolution Regimes
.
(i)
In the event that any Underwriter that is a Covered Entity (or, solely with respect to clause (B) below, a BHC Act Affiliate of
such Underwriter) becomes subject to a proceeding under a U.S. Special Resolution Regime:
(A)
the transfer
from such Underwriter of this Agreement, and any interest and obligation in or under this
Agreement, will be effective to the same extent as the transfer would be effective under
the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation,
were governed by the laws of the United States or a state of the United States; and
(B)
Default
Rights under this Agreement that may be exercised against such Underwriter are permitted
to be exercised to no greater extent than such Default Rights could be exercised under the
U.S. Special Resolution Regime if this Agreement were governed by the laws of the United
States or a state of the United States.
(ii)
The following terms have the meanings stated below for purposes of this Section 9(c):
"
BHC
Act Affiliate
" has the meaning assigned to the term "affiliate" in, and will be interpreted in accordance with, 12
U.S.C. § 1841(k).
"
Covered
Entity
" means any of the following: (i) a "covered entity" as that term is defined in, and interpreted in accordance
with, 12 C.F.R. § 252.82(b); (ii) a "covered bank" as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or (iii) a "covered FSI" as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 382.2(b).
"
Default
Right
" has the meaning assigned to that term in, and will be interpreted in accordance with, 12 C.F.R. §§ 252.81,
47.2 or 382.1, as applicable.
"
U.S.
Special Resolution Regime
" means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder
and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
(d)
Recognition of EU Bail-In.
(i)
If any of the Underwriters is a Relevant Financial Institution, each party acknowledges and accepts that any liability of the Relevant
Financial Institution under this Agreement may be subject to Bail-in Action by the Relevant Resolution Authority and acknowledges and
accepts to be bound by the effect of:
(A)
any Bail-in
Action in relation to any liability of the Relevant Financial Institution under this Agreement,
including:
(1)
a reduction,
in whole or in part, of the Bail-in Termination Amount;
(2)
a conversion,
in whole or in part, of the Bail-in Termination Amount into
18
shares
or other instruments of ownership, in which case each party acknowledges and accepts that
any such shares or other instruments of ownership may be issued to or given to it as a result
of the Bail-in Action; and
(3)
a cancellation
of the Bail-in Termination Amount; and
(B)
a variation
of this Agreement if necessary to give effect to the Bail-in Action.
(ii)
The following terms have the meanings stated below for purposes of this Section 9(d):
"
Bail-in
Action
" means the exercise of any Write-down and Conversion Power by the Relevant Resolution Authority for any liability of
the Relevant Financial Institution under this Agreement.
"
Bail-in
Termination Amount
" means any outstanding amount due from the Relevant Financial Institution under this Agreement, together
with any accrued but unpaid interest on such amounts, determined according to the Bail-in Action for all liability of the Relevant Financial
Institution under this Agreement (before any such amount is written down or converted by the Relevant Resolution Authority).
"
Relevant
Bail-in Legislation
" means any legislation implementing Article 55 of the European Union Bank Recovery and Resolution Directive
(Directive 2014/59/EU) adopted in the jurisdiction in which the Relevant Financial Institution is established.
"
Relevant
Financial Institution
" means a credit institution or investment firm, or a parent of such an entity or subsidiary of such an
entity that is subject to consolidated supervision with its parent, in each case, established in any of the current or former member
states of the European Union that is subject to the supervision of its Relevant Resolution Authority.
"
Relevant
Resolution Authority
" means any public administrative authority or any person entrusted with public administrative authority
in the jurisdiction in which the Relevant Financial Institution is established which has the power to exercise any Write-down and Conversion
Powers.
"
Write-down
and Conversion Powers
" means the write-down and conversion powers of the Relevant Resolution Authority described in the Relevant
Bail-in Legislation.
10.
No Fiduciary Duty
. The Depositors and Ford Credit acknowledge that in connection with the offering of the Offered Notes: (a) the
Underwriters have acted at arm's length, are not agents of, and owe no fiduciary duties to, the Depositors or Ford Credit, (b) the
Underwriters owe the Depositors and Ford Credit only those duties and obligations stated in this Agreement, (c) the Underwriters
may have interests that differ from those of the Depositors and Ford Credit and (d) the Underwriters have not provided any legal,
regulatory, tax, accounting or insurance advice in any jurisdiction. Each of the Depositors and Ford Credit waives, to the extent permitted
by applicable law, any claims it may have against the Underwriters related to an alleged breach of fiduciary duty in connection with
the offering of the Offered Notes.
11.
Entire Agreement
. This Agreement represents the entire agreement between the
19
Depositors,
Ford Credit and the Underwriters about the preparation of the Prospectus, and the conduct of the offering of the Offered Notes and the
purchase and sale of the Offered Notes.
12.
Notices
.
(a)
Delivery of Notices
. All notices, requests, directions, consents, waivers or other communications to or from the parties must
be in writing and will be considered received by the recipient:
(i)
for overnight mail, on delivery or, for registered first class mail, postage prepaid and properly addressed
to the recipient, three days after deposit in the mail;
(ii)
for a fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;
(iii)         for
an email, when receipt is confirmed by telephone or reply email from the recipient; and
(iv)         for
an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement
of confirmation of receipt) stating that the electronic posting has been made.
(b)
Notices to Depositors
. Communications to the Depositors must be addressed to:
Ford Credit Floorplan Corporation
and
Ford Credit Floorplan LLC
c/o Ford Motor Company
World Headquarters, Suite 802
One American Road
Dearborn, Michigan 48126
Attention: Ford Credit SPE Management Office
Telephone: (313) 594-3495
Email: FSPEMgt@ford.com
with a
copy to:
Ford Motor Credit Company LLC
c/o Ford Motor Company
One American Road
Dearborn, Michigan 48126
Attention: Office of General Counsel
Fax: (313) 337-9591
Email: notice@ford.com
20
(c)
Notices to Ford Credit
. Communications to Ford Credit must be addressed to:
Ford Motor Credit Company LLC
c/o Ford Motor Company
One American Road
Dearborn, Michigan 48126
Attention: Office of General Counsel
Fax: (313) 337-9591
Email: notice@ford.com
(d)
Notices to Representatives
. Communications to the Representatives, in their capacity as Representatives of the Underwriters or
in their individual capacities, must be addressed to the Representatives at their addresses stated in the Terms Annex.
13.
Benefit
of Agreement
. This Agreement is for the benefit of and will be binding on the Underwriters, the Depositors and Ford Credit and their
permitted successors and assigns and the officers and directors and controlling persons referred to in Section 7. No other person
will have any right or obligation under this Agreement.
14.
GOVERNING LAW
. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.
15.
Submission to Jurisdiction
. Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement.
Each party irrevocably waives, to the fullest extent permitted by law, any objection that it may now or in the future have to the venue
of a proceeding brought in such a court and any claim that the proceeding was brought in an inconvenient forum.
16.
WAIVER
OF JURY TRIAL
. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDINGS
RELATING TO THIS AGREEMENT.
17.
Severability
. If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the
remaining Agreement and will in no way affect the validity, legality or enforceability of the remaining Agreement.
18.
Headings
. The headings in this Agreement are included for convenience only and will not affect the meaning or interpretation of
this Agreement.
19.
Counterparts
.
This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one
document.
[Remainder of Page Intentionally
Left Blank]
21
EXECUTED
BY:
FORD CREDIT FLOORPLAN CORPORATION
By:
/s/ Ryan M. Hershberger
Name:
Ryan Hershberger
Title:
President and Assistant Treasurer
FORD CREDIT FLOORPLAN LLC
By:
/s/ Ryan M. Hershberger
Name:
Ryan Hershberger
Title:
President and Assistant Treasurer
FORD MOTOR CREDIT COMPANY LLC
By:
/s/ Ryan M. Hershberger
Name:
Ryan Hershberger
Title:
Assistant Treasurer
[Signature Page to
Series 2026-3 Underwriting Agreement]
Barclays
Capital Inc.
By:
/s/ Eric Chang
Name:
Eric Chang
Title:
Managing Director
DEUTSCHE BANK SECURITIES INC.
By:
/s/ Pitt Kauffmann
Name:
Pitt Kauffmann
Title:
Director
By:
/s/ Kevin Fagan
Name:
Kevin Fagan
Title:
Director
Mizuho
Securities USA LLC
By:
/s/ Brett Bushinger
Name:
Brett Bushinger
Title:
Managing Director
BMO Capital
Markets Corp.
By:
/s/ Jeffrey Merchant
Name:
Jeffrey Merchant
Title:
Managing Director
[Signature Page to Series 2026-3
Underwriting Agreement]
J.P. Morgan
Securities LLC
By:
/s/
Ernest Au
Name:
Ernest Au
Title:
Executive Director
Each
as an Underwriter and as a
Representative of the other Underwriters
[Signature Page to
Series 2026-3 Underwriting Agreement]
TERMS ANNEX
Ford Credit Floorplan
Master Owner Trust A
Series 2026-3 Notes
October 6, 2026
Offered Notes
Class A Notes
Class B Notes
Retained Notes
Class C Notes
Class D Notes
Underwriters
Barclays
Capital Inc.
Deutsche
Bank Securities Inc.
Mizuho
Securities USA LLC
BMO
Capital Markets Corp.
J.P. Morgan Securities LLC
BBVA Securities Inc.
U.S. Bancorp Investments, Inc.
Independence Point Securities LLC
Samuel A. Ramirez & Company, Inc.
Terms of
the Offered Notes
Pricing
Date:
October 6,
2026
Time
of Sale:
4:35
p.m. (EDT) October 6, 2026
Closing
Date:
October 16,
2026
Expected
Ratings as of the Closing Date
The ratings on
each Class of Offered Notes from each "nationally recognized statistical rating organization" (each, a "
Rating
Agency
") stated in the Time of Sale Information.
A-
1
Pricing Information
Notes
Aggregate
Principal
Amount
Interest
Rate
Purchase
Price*
Underwriting
Discount*
Expected
Final
Payment Date
Final
Maturity
Date
Class A
Notes
$
600,000,000
]
5.40%
99.98415%
0.250%
October 15,
2029
October 15,
2031
Class B
Notes
$
35,526,000
5.56%
99.99412%
0.300%
October 15,
2029
October 15,
2031
______________
* As
a percentage of the aggregate principal amount of the Notes.
Underwriters
and Allotments
Underwriters
Initial
Principal
Amount of
Class A Notes
Initial
Principal
Amount of
Class B Notes
Barclays
Capital Inc.
$
108,000,000
$
7,106,000
Deutsche
Bank Securities Inc.
108,000,000
7,105,000
Mizuho
Securities USA LLC
108,000,000
7,105,000
BMO
Capital Markets Corp.
108,000,000
7,105,000
J.P.
Morgan Securities LLC
108,000,000
7,105,000
BBVA
Securities Inc.
21,000,000
0
U.S.
Bancorp Investments, Inc.
21,000,000
0
Independence
Point Securities LLC
9,000,000
0
Samuel
A. Ramirez & Company, Inc.
9,000,000
0
Total
$
600,000,000
$
35,526,000
A-
2
Address for
Notices to the Representatives:
Barclays Capital
Inc.
745 Seventh Avenue,
8th Floor
New York, New York
10019
Deutsche
Bank Securities Inc.
One
Columbus Circle, 5th Floor
New
York, New York 10019
Mizuho Securities
USA LLC
1271 Avenue of
the Americas
New York, New York
10020
BMO Capital Markets
Corp.
320
South Canal Street, 4th Floor
Chicago, Illinois
60606
J.P. Morgan Securities
LLC
270 Park Avenue,
4th Floor,
New York, New York
10017
Time of Sale
Information
Preliminary Prospectus:
Preliminary Prospectus, dated October 1,
2026
Trust Free Writing Prospectus:
Ratings FWP, dated October 1, 2026
Trust Free Writing Prospectus:
Roadshow Presentation, dated
October 2026
Underwriter Free Writing Prospectus:
Bloomberg Pricing Screen, dated
October 6, 2026
A-
3

----- tm2626710d23_ex10-15.htm -----
EX-10.15
4
tm2626710d23_ex10-15.htm
EXHIBIT 10.15
Exhibit 10.15
SERIES 2026-3 ACCOUNT CONTROL AGREEMENT
among
Ford
Credit Floorplan Master Owner Trust A
,
as Grantor
THE BANK OF NEW YORK MELLON,
as Secured Party
and
THE BANK OF NEW YORK MELLON,
as Financial Institution
Dated as of October 1, 2026
TABLE OF CONTENTS
ARTICLE I
USAGE AND DEFINITIONS
2
Section 1.1.
Usage and Definitions
2
ARTICLE II
ESTABLISHMENT OF COLLATERAL ACCOUNTS
2
Section 2.1.
Description of Accounts
2
Section 2.2.
Account Changes
3
Section 2.3.
Account Types
3
Section 2.4.
Securities Accounts
3
ARTICLE III
SECURED PARTY CONTROL
3
Section 3.1.
Control of Collateral Accounts
3
Section 3.2.
Investment Instructions
3
Section 3.3.
Conflicting Orders or Instructions
4
ARTICLE IV
SUBORDINATION OF LIEN; WAIVER OF SET-OFF
4
Section 4.1.
Subordination
4
Section 4.2.
Set-off and Recoupment
4
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
4
Section 5.1.
Financial Institution's Representations and Warranties
4
Section 5.2.
Financial Institution's Covenants
5
ARTICLE VI
OTHER AGREEMENTS
5
Section 6.1.
Location of Financial Institution
5
Section 6.2.
Reliance by Financial Institution
5
Section 6.3.
Termination and Replacement of Financial Institution
5
Section 6.4.
No Petition
5
Section 6.5.
Limitation of Liability
6
Section 6.6.
Conflict With Other Agreement
6
Section 6.7.
Termination
6
ARTICLE VII
MISCELLANEOUS
6
Section 7.1.
Amendment
6
Section 7.2.
Benefit of Agreement
7
Section 7.3.
Notices
7
Section 7.4.
GOVERNING LAW
7
Section 7.5.
Submission to Jurisdiction
7
Section 7.6.
WAIVER OF JURY TRIAL
8
Section 7.7.
No Waiver; Remedies
8
Section 7.8.
Severability
8
Section 7.9.
Headings
8
Section 7.10.
Counterparts
8
i
SERIES 2026-3 ACCOUNT
CONTROL AGREEMENT, dated as of October 1, 2026 (this "
Agreement
"), among 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 Series 2026-3 Noteholders (in
this capacity, the "
Secured Party
"), and THE BANK OF NEW YORK MELLON, a New York banking corporation, 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 these capacities, the "
Financial Institution
").
BACKGROUND
The Grantor is engaging in a securitization transaction
in which it will issue the Series 2026-3 Notes under an Indenture Supplement to an Indenture and the Secured Party will hold funds
in bank accounts for the benefit of the Series 2026-3 Noteholders.
The parties are entering into this Agreement to
perfect the security interest in the bank accounts.
The parties agree as follows
:
ARTICLE I
USAGE AND DEFINITIONS
Section 1.1.
Usage
and Definitions
. Capitalized terms used but not defined in this Agreement are defined in (a) Appendix A to the Series 2026-3
Indenture Supplement, dated as of October 1, 2026 (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 usage rules that apply to this Agreement. Each Appendix
A is incorporated by reference into this Agreement. 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 2026-3 Principal Funding
Account – The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for
Series 2026-3" with account number 3424810000; and
2
"Series 2026-3 Reserve Account
– The Bank of New York Mellon as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for Series 2026-3"
with account number 3424800000.
Section 2.2.
Account
Changes
. Neither the Financial Institution nor the Grantor will change the name or account number of a Collateral Account without
the consent of the Secured Party. The Financial Institution will promptly notify the Servicer of any changes. This Agreement will apply
to each successor account to a Collateral Account, which will also be a Collateral Account.
Section 2.3.
Account
Types
. The Financial Institution agrees that each Collateral Account is, and will be maintained as, either a "securities account"
(as defined in Section 8-501 of the UCC) or a "deposit account" (as defined in Section 9-102(a)(29) of the UCC).
Section 2.4.
Securities
Accounts
. If a Collateral Account is a securities account, the Financial Institution agrees that:
(a)
Financial
Assets
. It will promptly credit each item of property (whether cash, investment property, security, instrument or other financial
asset) delivered to the Financial Institution under the Indenture Supplement to the Collateral Accounts and treat each item of property
as a "financial asset" (within the meaning of Section 8-102(a)(9) of the UCC); and
(b)
Registration
and Indorsement
. It will ensure that all financial assets (other than cash) credited to the Collateral Accounts are registered in
the name of the Financial Institution, indorsed to the Financial Institution or in blank or credited to another securities account maintained
in the name of the Financial Institution and that no financial asset credited to the Collateral Accounts is registered in the name of
the Grantor, payable to the order of the Grantor or specially indorsed to the Grantor unless it has been indorsed to the Financial Institution
or in blank.
ARTICLE III
SECURED PARTY CONTROL
Section 3.1.
Control
of Collateral Accounts
. To establish "control" of the Collateral Accounts by the Secured Party under Sections 9-104 and
9-106 of the UCC, the Financial Institution agrees to comply with any order or instruction from the Secured Party directing the deposit,
withdrawal, transfer or redemption of the cash or other financial assets credited to a Collateral Account (a "
Secured Party Order
")
without the need for consent by the Grantor or any other Person.
Section 3.2.
Investment
Instructions
. If (a) the Financial Institution has not received a Secured Party Order for the investment of funds in a Collateral
Account by 11:00 a.m. New York City time (or another time agreed to by the Financial Institution) on the Business Day before a Payment
Date or (b) the Financial Institution receives notice from the Indenture Trustee that a Default or Event of Default has occurred
and is continuing for the Series 2026-3 Notes, the Financial Institution will invest and reinvest funds in the Collateral Accounts
according to the last investment instruction received, if any. If no prior investment instructions have been received or if the instructed
investments are no longer available or permitted, the Indenture
3
Trustee will notify the Servicer and request new investment instructions,
and the funds will remain uninvested until new investment instructions are received.
Section 3.3.
Conflicting
Orders or Instructions
. If the Financial Institution receives conflicting orders or instructions from the Secured Party and the Grantor
or any other Person, the Financial Institution will follow the orders or instructions of the Secured Party and not the Grantor or such
other Person.
ARTICLE IV
SUBORDINATION OF LIEN; WAIVER OF SET-OFF
Section 4.1.
Subordination
.
If the Financial Institution has, or later obtains, a security interest in a Collateral Account (or any portion of a Collateral Account),
the Financial Institution agrees that the security interest will be subordinate to the security interest of the Secured Party.
Section 4.2.
Set-off
and Recoupment
. The cash, investment property, security, instrument or other financial assets credited to a Collateral Account will
not be subject to deduction, set-off, recoupment, banker's lien, or other right in favor of a Person other than the Secured Party. However,
the Financial Institution may set off (a) the customary fees and expenses for the routine maintenance and operation of the Collateral
Accounts due to the Financial Institution, (b) the face amount of checks credited to the Collateral Accounts but subsequently returned
unpaid due to uncollected or insufficient funds and (c) advances made to settle an investment of funds in the Collateral Accounts.
ARTICLE V
REPRESENTATIONS, WARRANTIES AND COVENANTS
Section 5.1.
Financial
Institution's Representations and Warranties
. The Financial Institution represents and warrants to the Grantor and the Secured Party
as follows:
(a)
Enforceability
.
This Agreement is the legal, valid and binding obligation of the Financial Institution.
(b)
No
Agreements with Grantor
. There are no agreements between the Financial Institution and the Grantor relating to a Collateral Account
other than this Agreement, the Indenture Supplement and the other Series 2026-3 Transaction Documents.
(c)
No
Other Agreements
. The Financial Institution has not entered into an agreement relating to a Collateral Account in which it has agreed
to comply with "entitlement orders" (as defined in Section 8-102(a)(8) of the UCC) or "instructions" (within
the meaning of Section 9-104 of the UCC) of any Person other than the Secured Party.
(d)
No
Limitations
. The Financial Institution has not entered into an agreement limiting or conditioning the Financial Institution's obligation
to comply with any Secured Party Order.
4
(e)
No
Liens
. Except for the claims and interests of the Secured Party and the Grantor, the Financial Institution does not know of a lien
on, or claim to, or interest in, a Collateral Account or in the cash or other financial assets credited to a Collateral Account.
Section 5.2.
Financial
Institution's Covenants
.
(a)
Statements,
Confirmations and Other Correspondence
. The Financial Institution will promptly deliver copies of statements, confirmations and correspondence
about the Collateral Accounts and the cash or other financial assets credited to a Collateral Account to the Grantor and the Secured Party.
(b)
Notice
of Claim
. If a Person asserts a lien, encumbrance or claim against a Collateral Account (or in the cash or other financial assets
credited to a Collateral Account), the Financial Institution will promptly notify the Secured Party.
(c)
Negative
Covenants
. Until the termination of this Agreement, the Financial Institution will not enter into (i) an agreement relating to
a Collateral Account in which it agrees to comply with entitlement orders or instructions of any Person other than the Secured Party or
(ii) an agreement limiting or conditioning the Financial Institution's obligation to comply with Secured Party Orders.
ARTICLE VI
OTHER AGREEMENTS
Section 6.1.
Location
of Financial Institution
. For purposes of the UCC, New York will be the location of (i) the bank for purposes of Sections 9-301,
9-304 and 9-305 of the UCC and (ii) the securities intermediary for purposes of Sections 9-301 and 9-305 and Section 8-110 of
the UCC.
Section 6.2.
Reliance
by Financial Institution
. The Financial Institution is not obligated to investigate or inquire whether the Secured Party may deliver
a Secured Party Order. The Financial Institution may rely on communications (including Secured Party Orders) believed by it in good faith
to be genuine and given by the proper party.
Section 6.3.
Termination
and Replacement of Financial Institution
. The Financial Institution may terminate its rights and obligations under this Agreement
if the Secured Party resigns or is removed as Indenture Trustee under the Indenture Supplement and the Indenture. The Grantor may terminate
the rights and obligations of the Financial Institution if the Financial Institution ceases to be a Qualified Institution. No termination
of the Financial Institution will be effective until new Collateral Accounts are established with, and the cash and other financial assets
credited to the Collateral Accounts are transferred to, another securities intermediary who has agreed to accept the obligations of the
Financial Institution under this Agreement or a similar agreement.
Section 6.4.
No
Petition
. Each party agrees that, before the date that is one year and one day (or, if longer, any applicable preference period) after
payment in full of (a) all securities issued by either Depositor or by a trust for which either Depositor was a depositor or (b) the
Notes, it will not start or pursue against, or join any other Person in starting or pursuing against,
5
(i) either Depositor or (ii) the
Issuer, respectively, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings under any
bankruptcy or similar law. This Section 6.4 will survive the termination of this Agreement.
Section 6.5.
Limitation
of Liability
.
(a)
Financial
Institution
. The Financial Institution will not be liable under this Agreement, except for (i) its own willful misconduct, bad
faith or negligence or (ii) breach of its representations and warranties in this Agreement. The Financial Institution will not be
liable for special, indirect or consequential losses or damages (including lost profit), even if the Financial Institution has been advised
of the likelihood of the loss or damage and regardless of the form of action.
(b)
Secured
Party
. In performing its obligations under this Agreement, the Secured Party is subject to, and entitled to the benefits of, the terms
of the Indenture Supplement and the Indenture that apply to the Indenture Trustee.
(c)
Owner
Trustee
. This Agreement has been signed on behalf of the Grantor by U.S. Bank Trust National Association, not in its individual capacity,
but solely in its capacity as Owner Trustee of the Grantor. In no event will U.S. Bank Trust National Association in its individual capacity
or a beneficial owner of the Grantor be liable for the Grantor's obligations under this Agreement. For all purposes under this Agreement,
the Owner Trustee is subject to, and entitled to the benefits of, the Trust Agreement.
Section 6.6.
Conflict
With Other Agreement
. If there is a conflict between this Agreement and any other agreement relating to a Collateral Account, this
Agreement will govern.
Section 6.7.
Termination
.
This Agreement will terminate on the date the security interests of the Secured Party in each Collateral Account are terminated under
the Indenture Supplement and the Indenture and the Secured Party has notified the Financial Institution of the termination of the security
interest. The termination of this Agreement will not terminate a Collateral Account or change the obligations of the Financial Institution
to the Grantor relating to a Collateral Account.
ARTICLE VII
MISCELLANEOUS
Section 7.1.
Amendment
.
(a)
Amendments
.
The parties may amend this Agreement:
(i)
to
clarify an ambiguity, correct an error or correct or supplement any term of this Agreement that may be defective or inconsistent with
the other terms of this Agreement, in each case without the consent of the Series 2026-3 Noteholders or any other Person;
6
(ii)
to
add, change or eliminate terms of this Agreement, in each case without the consent of the Series 2026-3 Noteholders or any other
Person, if the Administrator delivers an Officer's Certificate to the Grantor, the Owner Trustee and the Indenture Trustee stating that
the amendment will not have a material adverse effect on the Series 2026-3 Noteholders; or
(iii)
to
add, change or eliminate terms of this Agreement for which an Officer's Certificate is not or cannot be delivered under Section 7.1(a)(ii),
with the consent of the Series 2026-3 Noteholders of a majority of the Note Balance of each Class of Series 2026-3 Notes
Outstanding.
(b)
Notice
of Amendments
. The Administrator will notify the Rating Agencies in advance of any amendment. Promptly after the execution of an amendment,
the Administrator will deliver a copy of the amendment to the Rating Agencies.
Section 7.2.
Benefit
of Agreement
. This Agreement is for the benefit of and will be binding on the parties and their permitted successors and assigns.
No other Person will have any right or obligation under this Agreement.
Section 7.3.
Notices
.
(a)
Notices
to Parties
. Notices, requests, directions, consents, waivers or other communications to or from the parties must be in writing and
will be considered received by the recipient:
(i)
for
overnight mail, on delivery or, for registered first class mail, postage prepaid, three days after deposit in the mail properly addressed
to the recipient;
(ii)
for
an email, when receipt is confirmed by telephone or reply email from the recipient; and
(iii)
for
an electronic posting to a password-protected website to which the recipient has access, on delivery of an email (without the requirement
of confirmation of receipt) stating that the electronic posting has been made.
(b)
Notice
Addresses
. A notice, request, direction, consent, waiver or other communication must be addressed to the recipient at its address
stated in Schedule B to the Sale and Servicing Agreements, which address the party may change by notifying the other parties.
Section 7.4.
GOVERNING
LAW
. THIS AGREEMENT AND EACH COLLATERAL ACCOUNT WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.
Section 7.5.
Submission
to Jurisdiction
. Each party submits to the nonexclusive jurisdiction of the United States District Court for the Southern District
of New York and of any New York State Court sitting in New York, New York for legal proceedings relating to this Agreement. Each party
irrevocably waives, to the fullest extent permitted by law, any objection
7
that it may now or in the future have to the venue of a proceeding
brought in such a court and any claim that the proceeding was brought in an inconvenient forum.
Section 7.6.
WAIVER
OF JURY TRIAL
. EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN LEGAL PROCEEDINGS
RELATING TO THIS AGREEMENT
.
Section 7.7.
No
Waiver; Remedies
. No party's failure or delay in exercising a power, right or remedy under this Agreement will operate as a waiver.
No single or partial exercise of a power, right or remedy will preclude any other or further exercise of the power, right or remedy or
the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in addition to any powers,
rights and remedies under law.
Section 7.8.
Severability
.
If a part of this Agreement is held invalid, illegal or unenforceable, then it will be deemed severable from the remaining Agreement and
will not affect the validity, legality or enforceability of the remaining Agreement.
Section 7.9.
Headings
.
The headings in this Agreement are included for convenience and will not affect the meaning or interpretation of this Agreement.
Section 7.10.
Counterparts
.
This Agreement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together be one
document.
[Remainder of Page Intentionally Left Blank]
8
EXECUTED BY:
Ford
Credit Floorplan Master Owner
Trust A
, as Grantor
By:
U.S. Bank Trust National Association, not in its individual capacity but solely as Owner Trustee of Ford Credit Floorplan Master Owner
Trust A
By:
Name:
Title:
THE BANK OF NEW YORK MELLON,
as Secured Party
By:
Name:
Title:
THE BANK OF NEW YORK MELLON,
as Financial Institution
By:
Name:
Title:
[Signature Page to Series 2026-3 Account Control Agreement]

----- tm2626710d23_ex36-1.htm -----
EX-36.1
5
tm2626710d23_ex36-1.htm
EXHIBIT 36.1
EXHIBIT 36.1
Certification
I, Ryan M. Hershberger, certify
as of October 6, 2026 that:
1.            I
have reviewed the prospectus relating to the Series 2026-3 Class A and Class B Notes of Ford Credit Floorplan Master Owner Trust A (the
"
securities
") and am familiar with, in all material respects, the following: The characteristics of the securitized assets
underlying the offering (the "
securitized assets
"), the structure of the securitization, and all material underlying
transaction agreements as described in the prospectus;
2.            Based
on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading;
3.            Based
on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in
all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of
the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments
or distributions on the securities in accordance with their terms; and
4.            Based
on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization,
and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to
produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments
of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities,
however denominated) in accordance with their terms as described in the prospectus.
The foregoing certifications
are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available
to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.
Date: October 6, 2026.
/s/ Ryan M. Hershberger
Ryan M. Hershberger
President and Assistant Treasurer
(chief executive officer) of
Ford Credit Floorplan Corporation

----- tm2626710d23_ex36-2.htm -----
EX-36.2
6
tm2626710d23_ex36-2.htm
EXHIBIT 36.2
EXHIBIT 36.2
Certification
I, Ryan M. Hershberger, certify
as of October 6, 2026 that:
1.            I
have reviewed the prospectus relating to the Series 2026-3 Class A and Class B Notes of Ford Credit Floorplan Master Owner Trust A (the
"
securities
") and am familiar with, in all material respects, the following: The characteristics of the securitized assets
underlying the offering (the "
securitized assets
"), the structure of the securitization, and all material underlying
transaction agreements as described in the prospectus;
2.            Based
on my knowledge, the prospectus does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading;
3.            Based
on my knowledge, the prospectus and other information included in the registration statement of which it is a part fairly present, in
all material respects, the characteristics of the securitized assets, the structure of the securitization and the risks of ownership of
the securities, including the risks relating to the securitized assets that would affect the cash flows available to service payments
or distributions on the securities in accordance with their terms; and
4.            Based
on my knowledge, taking into account all material aspects of the characteristics of the securitized assets, the structure of the securitization,
and the related risks as described in the prospectus, there is a reasonable basis to conclude that the securitization is structured to
produce, but is not guaranteed by this certification to produce, expected cash flows at times and in amounts to service scheduled payments
of interest and the ultimate repayment of principal on the securities (or other scheduled or required distributions on the securities,
however denominated) in accordance with their terms as described in the prospectus.
The foregoing certifications
are given subject to any and all defenses available to me under the federal securities laws, including any and all defenses available
to an executive officer that signed the registration statement of which the prospectus referred to in this certification is part.
Date: October 6, 2026.
/s/ Ryan M. Hershberger
Ryan M. Hershberger
President and Assistant Treasurer
(chief executive officer) of
Ford Credit Floorplan LLC

----- tm2626710d23_ex4-2.htm -----
EX-4.2
3
tm2626710d23_ex4-2.htm
EXHIBIT 4.2
Exhibit 4.2
SERIES 2026-3 INDENTURE SUPPLEMENT
between
FORD CREDIT FLOORPLAN MASTER OWNER TRUST A,
as Issuer
and
THE BANK OF NEW YORK MELLON,
as Indenture Trustee
Dated as of October 1, 2026
TABLE OF CONTENTS
ARTICLE I USAGE AND DEFINITIONS
1
Section 1.1.
Usage and Definitions
1
Section 1.2.
Definitions for Other Series
2
ARTICLE II SERIES 2026-3 NOTES
2
Section 2.1.
Creation of Series 2026-3 Notes
2
Section 2.2.
Principal Terms of Series 2026-3 Notes
2
Section 2.3.
Payments on Notes
3
Section 2.4.
Additional Issuance; Reopening
4
Section 2.5.
Yield Supplement Interest Collections
5
ARTICLE III REPORTS AND SERVICING
6
Section 3.1.
Reports and Statements to Series 2026-3 Noteholders
6
Section 3.2.
Servicing Compensation
6
ARTICLE IV RIGHTS OF SERIES 2026-3 NOTEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
6
Section 4.1.
Collections and Allocations
6
Section 4.2.
Application of Available Funds in Collection Account
and Other Sources
9
Section 4.3.
Investor Charge-Offs
13
Section 4.4.
Reallocated Principal Collections
13
Section 4.5.
Excess Interest Collections
13
Section 4.6.
Shared Principal Collections
13
Section 4.7.
Series 2026-3 Accounts
13
Section 4.8.
Investment of Funds in Series 2026-3 Accounts
14
Section 4.9.
Series 2026-3 Reserve Accounts
15
ARTICLE V THE NOTES
16
Section 5.1.
Additional Terms Applicable to the Notes
16
Section 5.2.
Note Owner Representations
16
Section 5.3.
Rule 144A Notes
16
Section 5.4.
Communications by Series 2026-3 Noteholders
18
Section 5.5.
Series 2026-3 Noteholder Demand for Asset Representations
Review
19
Section 5.6.
Tax Information
19
ARTICLE VI SERIES 2026-3 AMORTIZATION EVENTS
20
Section 6.1.
Series 2026-3 Amortization Events
20
ARTICLE VII REDEMPTION OF NOTES; SERIES
FINAL MATURITY
21
Section 7.1.
Redemption
21
Section 7.2.
Series Final Maturity
22
ARTICLE VIII MISCELLANEOUS PROVISIONS
22
Section 8.1.
Ratification of Agreement
22
Section 8.2.
GOVERNING LAW
22
Section 8.3.
Counterparts
22
i
Appendix A
Usage and Definitions
AA-1
Exhibit A
Form of Notes
EA-1
Exhibit B
Form of Monthly Investor Report
EB-1
ii
SERIES 2026-3 INDENTURE SUPPLEMENT, dated as of
October 1, 2026 (this "
Indenture Supplement
"), between FORD CREDIT FLOORPLAN MASTER OWNER TRUST A, a Delaware statutory
trust, as Issuer, and THE BANK OF NEW YORK MELLON, a New York banking corporation, as Indenture Trustee.
BACKGROUND
In connection with securitization transactions
sponsored by Ford Credit, the Issuer may issue Notes from time to time secured by a revolving pool of Receivables purchased by the Issuer
from the Depositors, who purchased them from Ford Credit.
Section 2.2 of the Indenture permits the Issuer
and the Indenture Trustee to enter into an Indenture Supplement to authorize the issuance by the Issuer of Notes in one or more Series.
The parties to this Indenture Supplement, by executing
and delivering this Indenture Supplement, have determined to create and specify the Principal Terms of the Series 2026-3 Notes.
The parties agree as follows:
GRANTING CLAUSES
In addition to the Grant of the Indenture, the
Issuer Grants to the Indenture Trustee, as Indenture Trustee for the benefit of the Series 2026-3 Noteholders, all of the Issuer's
right, title and interest, whether now owned or acquired in the future, in, to and under the Series 2026-3 Collateral.
This Grant is made in trust to secure (a) the
payment of principal of, interest on and any other amounts owing on the Series 2026-3 Notes as stated in the Indenture and this Indenture
Supplement for the benefit of the Series 2026-3 Noteholders and (b) the Issuer's compliance with its obligations under the Indenture
and this Indenture Supplement, all as stated in the Series 2026-3 Notes, the Indenture and this Indenture Supplement.
The Indenture Trustee acknowledges this Grant,
accepts the trusts under this Indenture Supplement according to this Indenture Supplement and agrees to perform its duties in this Indenture
Supplement so that the interests of the Series 2026-3 Noteholders may be adequately and effectively protected.
ARTICLE I
USAGE AND DEFINITIONS
Section 1.1.
Usage
and Definitions
. Capitalized terms used but not defined in this Indenture Supplement are defined in Appendix A to this Indenture
Supplement or 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 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 usage rules that apply to this Indenture Supplement. Each Appendix A is incorporated by reference
in this Indenture Supplement.
Section 1.2.
Definitions
for Other Series
. Capitalized terms in this Indenture Supplement, when used in quotation marks with a reference to one or more Series,
have the respective meanings stated for each of those Series in the related Indenture Supplement.
ARTICLE II
SERIES 2026-3 NOTES
Section 2.1.
Creation
of Series 2026-3 Notes
.
(a)
Creation
and Designation
. This Indenture Supplement creates a Series of Notes to be issued by the Issuer on the Closing Date under the
Indenture and this Indenture Supplement to be known as the "Series 2026-3 Asset Backed Notes" or the "Series 2026-3
Notes." In connection with the issuance, the Issuer acknowledges that the Series 2026-3 Notes are being issued at the direction
of the Depositors and, in consideration of the corresponding reduction in the Depositor Interest resulting from the issuance of the Series 2026-3
Notes, agrees to cause the Series 2026-3 Notes to be authenticated as directed by the Depositors and delivered to the order of the
Depositors, as holders of the Depositor Interest, for sale by the Depositors as contemplated by the Underwriting Agreement.
(b)
Indenture
.
The Series 2026-3 Notes are "Notes" and this Indenture Supplement is an "Indenture Supplement" for all purposes
of the Indenture. If any terms of the Series 2026-3 Notes or this Indenture Supplement conflicts with or is inconsistent with the
Indenture, the terms of the Series 2026-3 Notes or this Indenture Supplement will control.
Section 2.2.
Principal
Terms of Series 2026-3 Notes
. The Principal Terms for the Series 2026-3 Notes are as follows:
(a)
Series Issuance
Date
. The Series Issuance Date for the Series 2026-3 Notes will be the Closing Date.
(b)
Note
Interest Rate and Initial Note Balance
. The Indenture Trustee will, on Issuer Order, authenticate and deliver the Series 2026-3
Notes for original issue in the following Classes, each having the Note Interest Rates and initial Note Balances stated below.
Class
Note
Interest Rate
Initial
Note Balance
Class A Notes
5.40%
$600,000,000
Class B Notes
5.56%
$35,526,000
Class C Notes
5.75%
$31,579,000
Class D Notes
6.00%
$23,684,000
(c)
Sharing
Groups
. Series 2026-3 will be in Excess Interest Sharing Group One and in Principal Sharing Group One.
2
(d)
Form of
Notes
. Each Class of Series 2026-3 Notes will be in substantially the form of Exhibit A with variations required or
permitted by this Indenture Supplement and the Indenture. The Series 2026-3 Notes may have marks of identification and legends or
endorsements as determined by the Responsible Person of the Issuer executing the Series 2026-3 Notes. The physical Series 2026-3
Notes will be produced by a method determined by the Responsible Person of the Issuer executing the Series 2026-3 Notes.
(e)
Book-Entry
Series 2026-3 Notes
. The Series 2026-3 Notes initially will be issued as Book-Entry Notes. On or before the Series Issuance
Date, Global Notes representing each Class of Series 2026-3 Notes will be deposited with the Clearing Agency.
(f)
Denominations
.
The Series 2026-3 Notes, except for the Rule 144A Notes, will be issued in minimum denominations of $1,000 and in multiples
of $1,000. The Rule 144A Notes will be issued in minimum denominations of $100,000 and in multiples of $1,000 in excess of $100,000.
However, one Note of each Class may be issued in a different amount if it exceeds the minimum denomination for the Class.
(g)
Events
of Default
. The occurrence of the following event will be an additional Event of Default for the Series 2026-3 Notes:
(i)
the
Issuer fails to pay the Make-Whole Payments on, and any Accrued Step-Up Amounts on a Series 2026-3 Note on the Series 2026-3 Final Maturity Date.
(h)
Final
Maturity Date
. The Series 2026-3 Notes will be payable on the Series 2026-3 Final Maturity Date.
(i)
Trust
Termination Date
. The date on which the Issuer is scheduled to terminate under Section 8.1(a)(i) of the Trust Agreement
will be the latest to occur of (i) the date stated in Section 8.1(a)(i) of the Trust Agreement, (ii) December 31
of the year in which the Series 2026-3 Final Maturity Date occurs and (iii) any later date stated in another Indenture Supplement.
(j)
Shelf-Eligible
Series
. Series 2026-3 is a Shelf-Eligible Series.
(k)
EEA-Eligible
Series
. Series 2026-3 is not an EEA-Eligible Series.
Section 2.3.
Payments
on Notes
.
(a)
Interest
Accrual
. Each Class of Series 2026-3 Notes will accrue interest on its Note Balance for each Interest Period until the Note
Balance has been paid in full at a rate per annum equal to its Note Interest Rate for that Interest Period. Interest on the Notes will
be calculated for each Interest Period on the basis of a 360-day year consisting of twelve 30-day months. Interest on each Note for each
Interest Period will be due and payable on the related Payment Date.
(b)
Principal
.
If (i) the Series 2026-3 Notes remain Outstanding as of the Expected Final Payment Date or (ii) a Series 2026-3 Amortization
Event occurs before the Series 2026-3 Final Maturity Date, the principal of each Class of Series 2026-3 Notes will be payable
in installments on each Payment Date during the Required Amortization Period or an Early
3
Amortization Period, respectively, in each case,
according to Section 4.2(f). The Note Balance of each Class of Series 2026-3 Notes will be due and payable on the earlier
of the Redemption Date and the Series 2026-3 Final Maturity Date. The Note Balance of each Class of the Series 2026-3 Notes
will be due and payable on the date the Series 2026-3 Notes are declared to be, or have automatically become, immediately due and
payable according to Section 5.2(a) of the Indenture.
(c)
Step-Up
Amounts
. Following the Expected Final Payment Date, Step-Up Amounts will accrue on the Note Balance of each Class at the applicable
Step-Up Rate. Step-Up Amounts will be due and payable on each Payment Date. Step-Up Amounts on the Notes will be computed on the basis
of a 360-day year consisting of twelve 30-day months.
(d)
Make-Whole
Payments
. A Make-Whole Payment will be due on any repayment of the Note Balance made before the start of the Note Redemption Period
as a result of the occurrence of a Redemption Date.
(e)
Monthly
Payment of Interest and Principal
. Payments of interest and principal on each Class of Series 2026-3 Notes will be made
pro rata to the Registered Noteholders of that Class on each Payment Date. For Book-Entry Notes, payments will be made by wire transfer
to the account designated by the nominee of the Clearing Agency according to Section 2.10 of the Indenture. For Definitive Notes,
payments will be made (i) if the Series 2026-3 Noteholder has given to the Note Registrar instructions at least five Business
Days before that Payment Date and the aggregate original principal amount of the Noteholder's Notes is at least $1,000,000, by wire transfer
to the account of the Registered Noteholder or (ii) by check mailed first class mail, postage prepaid, to the Registered Noteholder's
address as it appears on the Note Register on the related Record Date. Amounts paid by wire transfers or checks that are undelivered will
be held according to Section 3.3 of the Indenture.
(f)
Payment
of Final Installment
. The final installment of principal (whether payable by wire transfer or check) of each Series 2026-3 Note
on a Payment Date, the Redemption Date or the Series 2026-3 Final Maturity Date will be payable only on presentation and surrender
of the Note. The Indenture Trustee will notify each Registered Noteholder of the date the Issuer expects to pay the final installment
on the Notes, which notice will be delivered no later than five days before that date, and the place where the Series 2026-3 Notes
may be presented and surrendered for payment.
Section 2.4.
Additional
Issuance; Reopening
. The Issuer may from time to time, without notice to, or the consent of, the Noteholders of any Series, create
and issue additional Series 2026-3 Notes of the same Class as any Class issued on the Closing Date. Additional
Series 2026-3 Notes will form part of and have the same Principal Terms as the previously issued Class, except for (i) the
initial principal amount of that Class, the Initial Invested Amount and the initial Note Balance of that Class on the Closing Date,
(ii) the accrual and payment of interest before the issuance date of the additional Series 2026-3 Notes and (iii) the
first payment of interest following the issuance of the additional Series 2026-3 Notes. When issued, the additional Series 2026-3
Notes will be equally and ratably entitled to the benefits of the Indenture and this Indenture Supplement applying to those Series 2026-3
Notes of the same Class issued on the Closing Date without preference, priority or distinction. The obligation of
4
the
Indenture Trustee to authenticate and deliver additional Series 2026-3 Notes after the Closing Date and to execute and deliver any
amendments to this Indenture Supplement to facilitate the additional issuance will be subject to the satisfaction of the following conditions:
(a)
Rating
Agency Notice
. On or before the second Business Day before the issuance of the additional Series 2026-3 Notes, the Issuer has
given the Indenture Trustee and each Rating Agency notice of the additional issuance and the date of the additional issuance;
(b)
Delivery
of Amendments
. The Issuer has delivered to the Indenture Trustee any amendments to this Indenture Supplement required to facilitate
the additional issuance, in form reasonably satisfactory to the Indenture Trustee executed by the Issuer;
(c)
Rating
Agency Condition
. The Rating Agency Condition has been satisfied for the additional issuance;
(d)
Officer's
Certificate of Depositor
. Each Depositor has delivered to the Indenture Trustee an Officer's Certificate, dated the date of the additional
issuance, stating that:
(i)
the
additional issuance will not have an Adverse Effect or cause an Amortization Event to occur for any Series; and
(ii)
all
conditions under this Section 2.4 to the issuance of the additional Series 2026-3 Notes have been met;
(e)
Subordination
.
On or before the additional issuance date for any Class, the Issuer will have issued Notes of each Class that is junior to that Class needed
for the proportion of the Note Principal Balance of each junior Class to the Note Principal Balance of any more senior Class to
be equal to or greater than the proportion that existed on the Closing Date;
(f)
Series 2026-3
Reserve Account
. The Depositors have deposited in the Series 2026-3 Reserve Account from the proceeds of the issuance the amount
as is necessary to cause the amount on deposit to equal the Series 2026-3 Reserve Account Required Amount after giving effect to
the issuance; and
(g)
Required
Pool Balance
. The Net Adjusted Pool Balance equals or exceeds the Required Pool Balance after giving effect to the additional issuance
(taking into account any deposit of the proceeds of the additional Series 2026-3 Notes in the Excess Funding Account).
Section 2.5.
Yield
Supplement Interest Collections
. At the direction of the Depositors, the Issuer may from time to time, without notice to, or the
consent of, the Noteholders of any Series, (a) increase the Subordinated Percentage for Series 2026-3 for a Determination Date
and the related Collection Period by a specified percentage (the "
Supplemental Subordinated Percentage
") not to exceed
2.00% in the aggregate or (b) decrease the Supplemental Subordinated Percentage for Series 2026-3 for a Determination Date
and the related Collection Period, but not less than zero. If the Supplemental Subordinated Percentage is greater than zero for a Determination
Date, a portion of the Available Depositor Principal Collections allocable to Series 2026-3 for the related Collection Period in
an amount equal to the Yield Supplement
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Interest Collections will be treated as Interest Collections and included in the Investor Interest
Collections for that Collection Period.
ARTICLE III
REPORTS AND SERVICING
Section 3.1.
Reports
and Statements to Series 2026-3 Noteholders
.
(a)
Monthly
Investor Report
. At least two Business Days before each Payment Date, the Servicer will deliver to the Depositors, the Issuer, the
Indenture Trustee, the Note Paying Agent, the Administrator and the Rating Agencies a servicing report substantially in the form of Exhibit B
(the "
Monthly Investor Report
") for that Payment Date and the related Collection Period. A Responsible Person of the
Servicer will certify that the information in the Monthly Investor Report is accurate in all material respects.
(b)
Delivery
to Series 2026-3 Noteholders
. On each Payment Date, the Indenture Trustee will deliver the Monthly Investor Report to each Series 2026-3
Noteholder of record as of the most recent Record Date (which delivery may be made by e-mail to the e-mail addresses in the Note Register
without need for confirmation of receipt or by making the report available to the Series 2026-3 Noteholders through the Indenture
Trustee's website, which initially is located at http://GCTInvestorreporting.bnymellon.com).
(c)
Tax
Information
. Starting in the year after the Closing Date, the Indenture Trustee will deliver or cause to be delivered to each Person
who at any time during the prior calendar year was a Noteholder of record, a statement containing the information required to be given
to a noteholder by an issuer of indebtedness, in the form and at the time required under the Code.
Section 3.2.
Servicing
Compensation
. The share of the Servicing Fee allocable to Series 2026-3 for a Payment Date is equal to the Monthly Servicing
Fee. The portion of the Servicing Fee that is not allocable to Series 2026-3 will be paid by the holders of the Depositor Interest
or the Noteholders of other Series (under the related Indenture Supplement). The Issuer, the Indenture Trustee or the Series 2026-3
Noteholders will not be liable for the share of the Servicing Fee to be paid by the holders of the Depositor Interest or the Noteholders
of any other Series.
ARTICLE IV
RIGHTS OF SERIES 2026-3 NOTEHOLDERS
AND ALLOCATION AND APPLICATION OF COLLECTIONS
Section 4.1.
Collections
and Allocations
.
(a)
Allocations
.
Under Section 8.4(a) of the Indenture, Interest Collections, Principal Collections and Defaulted Receivables will be allocated
between Series 2026-3 and the Depositor Interest and then applied to Series 2026-3 and the Depositor Interest under this Article IV.
6
(b)
Allocations
to Depositor Interest
.
(i)
Available Depositor Collections
. On each Deposit Date, the Servicer will make the
following deposits and payments from Available Depositor Collections for that Deposit Date or the related Collection Period, as
applicable, in the following order of priority:
(A)
to the Collection Account, an amount equal to the Yield Supplement Interest Collections for Series 2026-3 and each other Series;
(B)
to the Collection Account, but only if needed to pay, to the knowledge of the Servicer on that Deposit Date, the following amounts
on the related Payment Date: (I) to cover shortfalls in payments and deposits required to be made from Available Investor Interest
Collections on the related Payment Date under Section 4.2(b)(ii), and to cover similar shortfalls for other Series, and (II) during
the Required Amortization Period or an Early Amortization Period, to cover amounts to be deposited under Section 4.2(e) on that
Payment Date;
(C)
to the Excess Funding Account, if the Required Depositor Amount for the prior Calculation Date (and, if that Calculation Date is a
Determination Date, after giving effect to the allocations, payments, withdrawals and deposits to be made on the Payment Date following
that Determination Date) exceeds the Depositor Amount; and
(D)
(I) if the Depositors are the sole holders of the Depositor Interest, to the Depositors according to their respective percentage
interests in the Depositor Interest or (II) otherwise, to the Depositor Interest Account for distribution to the holders of the Depositor
Interest according to the Trust Agreement, any remaining amount.
(ii)
Excess
Depositor Interest Collections
. On each Deposit Date, the Servicer will make the following deposits and payments from Excess Depositor
Interest Collections for that Deposit Date or the related Collection Period, as applicable, in the following order of priority:
(A)
to the Collection Account, until the amount deposited under this clause (A) is equal to the Monthly Depositor Servicing Fee for
all Series for that Collection Period; and
(B)
(I) if the Depositors are the sole holders of the Depositor Interest, to the Depositors according to their respective percentage
interests in the Depositor Interest or (II) otherwise, to the Depositor Interest Account for distribution to the holders of the Depositor
Interest according to the Trust Agreement, any remaining amount.
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(iii)
Excess
Depositor Principal Collections
. On each Deposit Date, the Servicer will make the following deposits and payments from Excess Depositor
Principal Collections for that Deposit Date or the related Collection Period, as applicable, in the following order of priority:
(A)
to the Excess Funding Account, if the Required Depositor Amount for the prior Calculation Date (and, if that Calculation Date is a
Determination Date, after giving effect to the allocations, payments, withdrawals and deposits to be made on the Payment Date following
that Determination Date) exceeds the Depositor Amount;
(B)
to the Collection Account, until the amount deposited under this clause (B) is equal to the excess, if any, of (I) the Monthly
Depositor Servicing Fee for all Series for that Collection Period
over
(II) the amount deposited in the Collection Account
under Section 4.1(b)(ii)(A); and
(C)
(I) if the Depositors are the sole holders of the Depositor Interest, to the Depositors according to their respective percentage
interests in the Depositor Interest or (II) otherwise, to the Depositor Interest Account for distribution to the holders of the Depositor
Interest according to the Trust Agreement, any remaining amount.
(iv)
Available
Depositor Collections True-up
. On each Determination Date, the Servicer will deposit in the Collection Account the lesser of (A) the
portion, if any, of the amount stated in Section 4.1(b)(i)(B)(I) for the related Collection Period that has not previously been
deposited in the Collection Account under Section 4.1(b)(i)(B)(I), and (B) the aggregate amount paid to the Depositors or to
the Depositor Interest Account for distribution to the holders of the Depositor Interest for the related Collection Period under Section 4.1(b)(i)(D).
Any amount deposited under this Section 4.1(b)(iv) will be repaid to the Servicer by the holders of the Depositor Interest or,
if not so repaid, may be withheld by the Servicer from later distributions to the holders of the Depositor Interest.
(c)
Allocations
to Series 2026-3
. The Servicer will allocate to the Series 2026-3 Noteholders and deposit in the Collection Account for
application under this Indenture Supplement the following amounts:
(i)
on
each Deposit Date, an amount equal to the Investor Interest Collections for that Deposit Date or the related Collection Period, as applicable,
until the amount in the Collection Account allocated to Series 2026-3 equals the excess of (A) the amounts to be paid or distributed,
to the knowledge of the Servicer on that Deposit Date, on the related Payment Date under Section 4.2(a)(i) through (xvi),
over
(B) the Monthly Depositor Servicing Fee for the related Collection Period;
(ii)
on
each Deposit Date, an amount equal to the Investor Principal Collections for that Deposit Date or the related Collection Period, as applicable,
until the
8
amount in the Collection Account allocated to Series 2026-3 equals the amounts to be paid or distributed, to the knowledge
of the Servicer on that Deposit Date, on the related Payment Date under Section 4.2(b)(iv), (c) or (d), as applicable;
(iii)
on
each Determination Date, an amount equal to the lesser of (A) the portion, if any, of the excess of (I) the amounts to be paid
or distributed on the related Payment Date under Section 4.2(a)(i) through (xvi),
over
(II) the Monthly Depositor
Servicing Fee for the related Collection Period that has not previously been deposited in the Collection Account under Section 4.1(c)(i),
and (B) the amount of Investor Interest Collections for the related Collection Period that has not previously been deposited in the
Collection Account under Section 4.1(c)(i); and
(iv)
on
each Determination Date, an amount equal to the lesser of (A) the portion, if any, of the amounts to be paid or distributed on the
related Payment Date under Section 4.2(b)(iv), (c) or (d), as applicable, that has not previously been deposited in the Collection
Account under Section 4.1(c)(ii), and (B) the amount of Investor Principal Collections for the related Collection Period that
has not previously been deposited in the Collection Account under Section 4.1(c)(ii).
Section 4.2.
Application
of Available Funds in Collection Account and Other Sources
.
(a)
Available
Investor Interest Collections
. If the Indenture Trustee has received the Monthly Investor Report by the related Determination Date,
the Indenture Trustee (based on the information in the Monthly Investor Report) will, on each Payment Date and to the extent of Available
Investor Interest Collections in the Collection Account, make the following applications, payments or deposits in the following order
of priority:
(i)
to
the Noteholders of the Class A Notes, the Accrued Note Interest for the Class A Notes for that Payment Date;
(ii)
to
the Noteholders of the Class B Notes, the Accrued Note Interest for the Class B Notes for that Payment Date;
(iii)
to
the Noteholders of the Class C Notes, the Accrued Note Interest for the Class C Notes for that Payment Date;
(iv)
to
the Noteholders of the Class D Notes, the Accrued Note Interest for the Class D Notes for that Payment Date;
(v)
pro
rata, to the payment of all amounts, including indemnities, then due to the Owner Trustee, the Indenture Trustee and the Asset Representations
Reviewer for the Series 2026-3 Notes, and, to or at the direction of the Issuer, any expenses incurred by the Issuer for the Series 2026-3
Notes according to the Transaction Documents, in each case, if not paid by the Servicer or the Administrator, up to a maximum of $375,000
per year;
(vi)
pro
rata (A) to the Back-up Servicer, the Monthly Back-up Servicing Fee for that Payment Date, if any, together with any Monthly Back-up
Servicing Fees previously due but not paid on prior Payment Dates, and (B) if Ford Credit or one of its
9
Affiliates is no longer the
Servicer, to the Servicer, the Monthly Servicing Fee for that Payment Date, together with any Monthly Servicing Fees previously due but
not paid on prior Payment Dates (unless the amount has been netted against deposits in the Collection Account according to Section 8.4(c) of
the Indenture);
(vii)
to
treat as Available Investor Principal Collections for that Payment Date, the Investor Default Amount for that Payment Date;
(viii)
to
the Series 2026-3 Reserve Account, the Series 2026-3 Reserve Account Deposit Amount for that Payment Date;
(ix)
to
treat as Available Investor Principal Collections for that Payment Date, the sum of Investor Charge-Offs that have not been previously
reimbursed;
(x)
to
treat as Available Investor Principal Collections for that Payment Date, the sum of Reallocated Principal Collections that have not been
previously reimbursed;
(xi)
if
Ford Credit is the Servicer, to the Servicer, the Monthly Servicing Fee for that Payment Date, together with any Monthly Servicing Fees
previously due but not paid on prior Payment Dates (unless the amount has been netted against deposits in the Collection Account according
to Section 8.4(c) of the Indenture);
(xii)
to
the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust Agreement to increase
the Available Subordinated Amount, the excess of the Required Subordinated Amount
over
the Available Subordinated Amount (unless
the amount has been netted against deposits in the Collection Account according to Section 8.4(c) of the Indenture);
(xiii)
to
the Noteholders, any Make-Whole Payments due on the Notes and, after the Expected Final Payment Date, to the Noteholders, any Accrued
Step-Up Amounts due on the Notes, payable sequentially by Class and pro rata to each Class based on the amount due;
(xiv)
pro
rata, to the payment of all amounts, including indemnities, then due to the Owner Trustee, the Indenture Trustee and the Asset Representations
Reviewer for the Series 2026-3 Notes, and any expenses incurred by the Issuer for the Series 2026-3 Notes according to the Transaction
Documents, in each case, if not paid by the Servicer or the Administrator or under clause (v) above;
(xv)
to
the Back-up Servicer, any amounts due under Section 2.3(b) of the Back-up Servicing Agreement and any Transition Costs due under
Section 2.3(c) of the Back-up Servicing Agreement in excess of the amount in the Back-up Servicer Reserve Account, in each case,
for the Series 2026-3 Notes;
(xvi)
to
treat as Excess Interest Collections available from Series 2026-3, the Interest Collections Shortfalls for other Series in Excess
Interest Sharing Group One; and
10
(xvii)
to
the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust Agreement, all remaining
Available Investor Interest Collections.
(b)
Application
of Credit Enhancement
. If Available Investor Interest Collections for any Payment Date are insufficient to make the applications,
payments and deposits required under Section 4.2(a), and if the Indenture Trustee has received the Monthly Investor Report by the
related Determination Date, the Indenture Trustee (based on the information in the Monthly Investor Report) will, on or before that Payment
Date, apply available funds from the following sources in the following order of priority:
(i)
from
Excess Interest Collections available from other Series in Excess Interest Sharing Group One, to cover shortfalls in the applications,
payments and deposits under Sections 4.2(a)(i) through (xv) in that order;
(ii)
from
Available Depositor Interest Collections and Available Depositor Principal Collections (for Available Depositor Principal Collections,
in an amount not exceeding the Available Subordinated Amount (before giving effect to Section 4.3) for that Payment Date), to cover
shortfalls in the applications, payments and deposits required under Sections 4.2(a)(i) through (x) in that order. If the amount
of Available Depositor Collections is insufficient to cover those shortfalls for Series 2026-3, as well as any similar shortfalls
for other Series, then Available Depositor Collections will be allocated to Series 2026-3 based on the ratio that the Available
Subordinated Amount for Series 2026-3 has to the aggregate "Available Subordinated Amounts" for all Series having
those shortfalls. If the amount of Available Depositor Collections exceeds the aggregate amount of those shortfalls for all Series, then
the excess Available Depositor Collections will be applied to cover any unpaid Adjustment Payments;
(iii)
from
the Series 2026-3 Reserve Account Available Amount, to cover shortfalls in the applications, payments and deposits required under
Sections 4.2(a)(i) through (vii) in that order; and
(iv)
from
the Reallocated Principal Collections for that Payment Date, to cover shortfalls in the payments required under Sections 4.2(a)(i) through
(iv).
(c)
Available
Investor Principal Collections
. If the Indenture Trustee has received the Monthly Investor Report by the related Determination Date,
the Indenture Trustee (based on the information in the Monthly Investor Report) will, on each Payment Date and if Available Investor Principal
Collections on deposit in the Collection Account, make the following applications, payments or deposits in the following order of priority:
(i)
on
any Payment Date for the Required Amortization Period or an Early Amortization Period, to the Series 2026-3 Principal Funding Account,
the excess, if any, of the Monthly Principal Amount for that Payment Date
over
the amount deposited in the Series 2026-3 Principal
Funding Account from the Excess Funding Account under Section 4.2(d) on that Payment Date;
11
(ii)
to
other Principal Sharing Series in Principal Sharing Group One, the Shared Principal Collections for that Payment Date;
(iii)
to
the Excess Funding Account, the excess, if any, of the Required Pool Balance
over
the Net Adjusted Pool Balance under Section 8.3(b)(ii) of
the Indenture;
(iv)
on
any Payment Date during the Excess Funding Period, to treat as Available Investor Interest Collections for that Payment Date, to cover
shortfalls in the applications, payments and deposits under Sections 4.2(a)(i) through (vi) in that order; and
(v)
to
the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust Agreement, all remaining
Available Investor Principal Collections.
(d)
Excess
Funding Amounts
. If the Indenture Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture
Trustee (based on the information in the Monthly Investor Report) will, on each Payment Date for the Required Amortization Period or an
Early Amortization Period, deposit in the Series 2026-3 Principal Funding Account from the Excess Funding Account the lesser of (i) the
Series 2026-3 Excess Funding Amount, and (ii) the Monthly Principal Amount for that Payment Date.
(e)
Insufficient
Available Investor Principal Collections
. If Available Investor Principal Collections for any Payment Date for the Required Amortization
Period or an Early Amortization Period are insufficient to deposit the amount required under Section 4.2(c)(i), and if the Indenture
Trustee has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information in
the Monthly Investor Report) will, on that Payment Date and after giving effect to Section 4.2(b)(ii), deposit in the Series 2026-3
Principal Funding Account remaining Available Depositor Interest Collections and Available Depositor Principal Collections (for Available
Depositor Principal Collections, in an amount not to exceed the Available Subordinated Amount) on that Payment Date in an amount equal
to the excess of the Adjusted Invested Amount
over
the sum of the amounts deposited in the Series 2026-3 Principal Funding
Account from Available Investor Principal Collections under Section 4.2(c)(i) and from the Excess Funding Account under Section 4.2(d).
If the amount of Available Depositor Collections is insufficient to cover the amount required under Section 4.2(c)(i) for Series 2026-3,
as well as any similar shortfalls for other Series, then Available Depositor Collections will be allocated to Series 2026-3 based
on the ratio that the Available Subordinated Amount for Series 2026-3 has to the aggregate "Available Subordinated Amounts"
for all Series having those shortfalls.
(f)
Payments
of Principal
. If an Early Amortization Period has not begun, on the earlier of (i) the Expected Final Payment Date or (ii) the
Redemption Date, or on each Payment Date for the Required Amortization Period or an Early Amortization Period, and if the Indenture Trustee
has received the Monthly Investor Report by the related Determination Date, the Indenture Trustee (based on the information in the Monthly
Investor Report) will withdraw an amount up to the aggregate Note Balance of Series 2026-3 from the Series 2026-3 Principal
Funding Account for payment in the following order of priority: (i) to the Noteholders of the
12
Class A Notes, until the Note Balance
of the Class A Notes is reduced to zero, (ii) to the Noteholders of Class B Notes, until the Note Balance of the Class B
Notes is reduced to zero, (iii) to the Noteholders of the Class C Notes, until the Note Balance of the Class C Notes is
reduced to zero and (iv) to the Noteholders of the Class D Notes, until the Note Balance of the Class D Notes is reduced
to zero.
Section 4.3.
Investor
Charge-Offs
. On each Determination Date, the Servicer will calculate the Investor Default Amount, if any, for the related Payment
Date. If the Investor Default Amount for any Payment Date exceeds the sum of the amounts applied to fund the Investor Default Amount
under Section 4.2(a)(vii) (including any amounts applied under Section 4.2(b)), then the excess will be applied in the
following order of priority to reduce (a) the Available Subordinated Amount for the related Determination Date (after giving effect
to any reductions of the Available Subordinated Amount under Section 4.2(b)(ii)), (b) the Class D Invested Amount, (c) the
Class C Invested Amount, (d) the Class B Invested Amount, and (e) the remaining Invested Amount.
Section 4.4.
Reallocated
Principal Collections
. On each Payment Date, the Reallocated Principal Collections for that Payment Date will be applied in the following
order of priority to reduce (a) the Available Subordinated Amount (after giving effect to any reductions of the Available Subordinated
Amount under Section 4.2(b)(ii) and Section 4.3), (b) the Class D Invested Amount, (c) the Class C
Invested Amount, and (d) the Class B Invested Amount.
Section 4.5.
Excess
Interest Collections
. On each Payment Date, Series 2026-3 will be allocated an amount equal to the product of (a) the aggregate
amount of Excess Interest Collections for all Excess Interest Sharing Series in Excess Interest Sharing Group One for that Payment
Date,
times
(b) a fraction with a numerator equal to the Interest Collections Shortfall for Series 2026-3 for that Payment
Date and a denominator equal to the aggregate amount of Interest Collections Shortfalls for all Excess Interest Sharing Series in
Excess Interest Sharing Group One for that Payment Date.
Section 4.6.
Shared
Principal Collections
. On each Payment Date, Series 2026-3 will be allocated an amount equal to the product of (a) the
aggregate amount of Shared Principal Collections for all Principal Sharing Series in Principal Sharing Group One for that Payment
Date,
times
(b) a fraction with a numerator equal to the Principal Shortfall for Series 2026-3 for that Payment Date
and a denominator equal to the aggregate amount of Principal Shortfalls for all Principal Sharing Series in Principal Sharing Group
One for that Payment Date.
Section 4.7.
Series 2026-3
Accounts
.
(a)
Establishment
of Series 2026-3 Accounts
. On or before the Closing Date, the Servicer will establish the following segregated trust accounts
at a Qualified Institution (initially the corporate trust department of The Bank of New York Mellon), each in the name "The Bank
of New York Mellon, as Indenture Trustee, as secured party for Ford Credit Floorplan Master Owner Trust A for Series 2026-3",
to be designated as follows:
(i)
"
Principal
Funding Account
" with account number 3424810000; and
(ii)
"
Reserve
Account
" with account number 3424800000.
13
(b)
Control
.
Each of the Series 2026-3 Accounts will be under the control of the Indenture Trustee so long as the Series 2026-3 Accounts
remain subject to the Lien of this Indenture Supplement, except that the Servicer may make deposits to and direct the Indenture Trustee
to make deposits to or withdrawals from the Series 2026-3 Accounts according to the Series 2026-3 Transaction Documents. Following
the payment in full of the Series 2026-3 Notes and the release of the Series 2026-3 Accounts from the Lien of this Indenture
Supplement, the Series 2026-3 Accounts will be under the control of the Issuer.
(c)
Benefit
of Accounts; Deposits and Withdrawals
. The Series 2026-3 Accounts and all cash, money, securities, investments, financial assets
and other property deposited in or credited to them will be held by the Indenture Trustee as secured party for the benefit of the Secured Parties and, after payment in full of the Series 2026-3 Notes and the release of the Series 2026-3 Accounts from the
Lien of this Indenture Supplement, as agent of the Issuer and as part of the Trust Property. All deposits to and withdrawals from the
Series 2026-3 Accounts will be made according to the Series 2026-3 Transaction Documents.
(d)
Maintenance
of Accounts
. If an institution maintaining the Series 2026-3 Accounts ceases to be a Qualified Institution, the Servicer will,
with the Indenture Trustee's assistance as necessary, move the Series 2026-3 Accounts to a Qualified Institution within 30 days.
(e)
Compliance
.
Each Series 2026-3 Account will be subject to the Series 2026-3 Account Control Agreement. The Servicer will ensure that the
Series 2026-3 Account Control Agreement requires the Qualified Institution maintaining the Series 2026-3 Accounts to comply
with "entitlement orders" (as defined in Section 8-102 of the UCC) from the Indenture Trustee without further consent of
the Issuer, if the Series 2026-3 Notes are Outstanding, and to act as a "securities intermediary" according to the UCC.
(f)
Excess
to Holders of Depositor Interest
. If on any Payment Date, after giving effect to all withdrawals from and deposits in the Series 2026-3
Accounts, the amount in any Series 2026-3 Account exceeds the amount required to be in that Series 2026-3 Account under this
Indenture Supplement or any other Series 2026-3 Transaction Document, then the Indenture Trustee will, at the direction of the Servicer,
distribute the excess to the Depositor Interest Account for distribution to the holders of the Depositor Interest according to the Trust
Agreement.
Section 4.8.
Investment
of Funds in Series 2026-3 Accounts
.
(a)
Permitted
Investments
. If no Default or Event of Default has occurred and is continuing, the Servicer may instruct the Indenture Trustee to
invest any funds in the Series 2026-3 Accounts in Permitted Investments and, if investment instructions are received, the Indenture
Trustee will direct the Qualified Institution maintaining the Series 2026-3 Accounts to invest the funds in the Series 2026-3
Accounts in those Permitted Investments. The investment instructions from the Servicer may be in the form of a standing instruction. If
(i) the Servicer fails to give investment instructions for any funds in a Series 2026-3 Account to the Indenture Trustee by
11:00 a.m. New York City time (or other time as may be agreed by the Indenture Trustee) on the Business Day before a Payment Date
or (ii) the Qualified Institution receives
14
notice from the Indenture Trustee that a Default or Event of Default has occurred and
is continuing for the Series 2026-3 Notes, the Qualified Institution will invest and reinvest funds in the Series 2026-3 Accounts
according to the last investment instructions received, if any. If no prior investment instructions have been received or if the instructed
investments are no longer available or permitted, the Indenture Trustee will notify the Servicer and request new investment instructions,
and the funds will remain uninvested until new investment instructions are received. The Servicer may direct the Indenture Trustee to
consent, vote, waive or take any other action, or not to take any action, on any matters available to the holder of the Permitted Investments.
(b)
Maturity
of Investments
. Any Permitted Investments of funds in the Series 2026-3 Accounts (or any reinvestments of the Permitted Investments)
for a Collection Period must mature, if applicable, and be available no later than the related Payment Date. However, funds in the Reserve
Account may be invested in Permitted Investments that will not mature or be available before the related Payment Date if the Rating Agency
Condition has been satisfied for the investment. Any Permitted Investments with a maturity date will be held to their maturity, except
that such Permitted Investments may be sold or disposed of before their maturity (i) if they relate to funds in the Reserve Account
required to make payments under Section 4.2(b)(iii) or (ii) in connection with the sale or liquidation of the Collateral
following an Event of Default under Section 5.6 of the Indenture.
(c)
No
Liability for Investments
. None of the Depositors, the Servicer, the Indenture Trustee or the Qualified Institution maintaining any
Series 2026-3 Account will be liable for the selection of Permitted Investments or for investment losses incurred on Permitted Investments
(other than in the capacity as obligor, if applicable).
(d)
Continuation
of Liens in Investments
. The Servicer will not direct the Indenture Trustee to make any investment of any funds or to sell any investment
held in the Series 2026-3 Account unless the security interest Granted and perfected in the account in favor of the Indenture Trustee
will continue to be perfected in the investment or the proceeds of the sale, in each case, without any further action by any Person.
Section 4.9.
Series 2026-3
Reserve Accounts
.
(a)
Initial
Reserve Account Deposit
. The Series 2026-3 Reserve Account will be funded by the Depositors on the Closing Date in the amount
equal to the Series 2026-3 Reserve Account Required Amount for that date and will be increased and decreased as stated in this Indenture
Supplement.
(b)
Reserve
Account Step-Up Deposit
. On or before the first day of any Subordination Step-Up Period, the Depositors may elect to increase the
Series 2026-3 Reserve Account Required Percentage for that Subordination Step-Up Period instead of increasing the Subordination
Factor, by (i) notifying the Servicer and the Indenture Trustee of the election and (ii) depositing the amount of the related
increase of the Series 2026-3 Reserve Account Required Amount in the Series 2026-3 Reserve Account. However, if the Depositors
fail to deposit the amount of the increase in the Series 2026-3 Reserve Account on or before the Payment Date of that Subordination
Step-Up Period, the Subordination Factor will automatically increase according to the definition of Subordination Factor.
15
(c)
Release
of Funds in Reserve Account
. On the earlier to occur of (i) the payment in full of the Series 2026-3 Notes, and (ii) the
Series 2026-3 Final Maturity Date, any funds remaining in the Series 2026-3 Reserve Account will be treated as Available Investor
Principal Collections. The Series 2026-3 Reserve Account will, following that occurrence, be considered to have terminated under
this Indenture Supplement.
ARTICLE V
THE NOTES
Section 5.1.
Additional
Terms Applicable to the Notes
. The Series 2026-3 Notes and the Series 2026-3 Noteholders and Note Owners will be subject
to the terms applicable to the Series 2026-3 Notes in Article II of the Indenture and in this Article V.
Section 5.2.
Note
Owner Representations
. Each Series 2026-3 Note Owner, by its acceptance of an interest or participation in the Series 2026-3
Notes, is deemed to represent, warrant and covenant to the Issuer, the Depositors and the Indenture Trustee as follows:
(a)
ERISA
Representations
. Each Series 2026-3 Note Owner that is (i) an "employee benefit plan" that is subject to Title
I of ERISA, (ii) a "plan" that is subject to Section 4975 of the Code, (iii) an entity that is deemed to be holding
plan assets of any of the foregoing by reason of such holder's investment in the entity within the meaning of 29 C.F.R. Section 2510.3-101,
as modified by Section 3(42) of ERISA or (iv) a plan that is subject to any Similar Law, by accepting a beneficial interest
in a Series 2026-3 Note, is deemed to represent that its purchase, holding and disposition of that beneficial interest is not and
will not result in a non-exempt prohibited transaction under Title I of ERISA or Section 4975 of the Code or a violation of any Similar
Law, as applicable.
(b)
Tax
Treatment
. It will treat the Series 2026-3 Notes for U.S. federal, State and local income and franchise tax purposes as indebtedness
secured by the Trust Property.
Section 5.3.
Rule 144A
Notes.
(a)
Rule 144A
Notes Not Registered
. The Rule 144A Notes have not been registered under the Securities Act or any State securities laws. None
of the Issuer, the Depositors or the Indenture Trustee is obligated to register the Rule 144A Notes under the Securities Act or any
State securities or "blue sky" laws or to take other action not required under this Indenture Supplement, the Indenture or the
Trust Agreement to permit the transfer of a Rule 144A Note without registration. The Issuer, at the direction of the Depositors or
the Administrator, may elect to register, or cause the registration of, the Rule 144A Notes under the Securities Act and any applicable
State securities laws. In this case, the Issuer will deliver, or cause to be delivered, to the Indenture Trustee and the Note Registrar
the Opinions of Counsel, Officer's Certificates and other information necessary to effect the registration.
(b)
Restrictions
on Transfer
. Until the Rule 144A Notes have been registered under the Securities Act and any applicable State securities laws
under Section 5.3(a), no Rule 144A Note may be sold, transferred, assigned, participated, pledged or disposed of (each, a "
Rule 144A
Note Transfer
") except according to this Section 5.3, and an attempted Rule 144A Note Transfer in violation of this
Section 5.3 will be null and void (each, a "
Void Rule 144A Note Transfer
").
16
Notwithstanding any other provision
of this Indenture Supplement, no Rule 144A Note Transfer may be made by a Depositor or its Affiliates unless such Depositor delivers
an Opinion of Counsel to the Indenture Trustee and the Issuer stating that the transfer will not (A) cause any other Rule 144A
Note to be deemed sold or exchanged for purposes of Section 1001 of the Code, (B) cause the Issuer to be treated as an association
or publicly traded partnership taxable as a corporation for U.S. federal income tax purposes or (C) adversely affect the treatment
of any other Rule 144A Notes as debt for U.S. federal income tax purposes.
(c)
Note
Legend and Transferee Representation
. Each Rule 144A Note will bear the applicable legend in Exhibit A. As a condition to
the registration of a Rule 144A Note Transfer, the prospective transferee of the Rule 144A Note will be deemed to represent
to the Indenture Trustee, the Note Registrar and the Issuer the following:
(i)
It
understands that the Rule 144A Notes have not been registered under the Securities Act or any State securities or "blue sky"
laws.
(ii)
It
understands that Rule 144A Note Transfers are only permitted if made in compliance with the Securities Act and other applicable laws
and only to a person who the holder reasonably believes is a "qualified institutional buyer" within the meaning of Rule 144A
(a "
QIB
").
(iii)
It
(A) is a QIB, (B) is aware that the sale to it is being made under Rule 144A and if it is acquiring the Rule 144A
Notes or a beneficial interest in the Rule 144A Notes for the account of another QIB, that other QIB is aware that the sale is being
made under Rule 144A and (C) is acquiring the Rule 144A Notes or a beneficial interest in the Rule 144A Notes for
its own account or for the account of another QIB.
(iv)
It
is purchasing the Rule 144A Notes for its own account or for one or more investor accounts for which it is acting as fiduciary or
agent, in each case for investment, and not with a view to offer, transfer, assign, participate, pledge or dispose of the Rule 144A
Notes for a distribution that would violate the Securities Act.
(d)
Rule 144A
Noteholder Agreement
. By acceptance of a Rule 144A Note, the Series 2026-3 Noteholder of a Rule 144A Note agrees with
and represents to the Depositors, the Issuer and the Note Registrar that no Rule 144A Note Transfer will be made unless (i) the
registration requirements of the Securities Act and applicable State securities laws have been complied with for the Rule 144A Note
according to Section 5.3(a), (ii) the Rule 144A Note Transfer is to a Depositor or its Affiliates or (iii) the Rule 144A
Note Transfer is exempt from the registration requirements under the Securities Act because the Rule 144A Note Transfer is in compliance
with Rule 144A, to a transferee who the transferor reasonably believes is a QIB that is purchasing for its own account or for the
account of a QIB and to whom notice is given that the Rule 144A Note Transfer is being made under Rule 144A.
(e)
Rule 144A
Information
. The Depositors will make available to the prospective transferor and transferee of a Rule 144A Note information
requested to satisfy the requirements of paragraph (d)(4) of Rule 144A (the "
Rule 144A Information
").
The Rule 144A Information will include any of the following items requested by the prospective transferee:
17
(i)
the
offering memorandum, if any, relating to the Rule 144A Notes and any amendments or supplements to the offering memorandum;
(ii)
the
Monthly Investor Report for each Payment Date before the request;
(iii)
copies
of the Series 2026-3 Transaction Documents, including any amendments; and
(iv)
any
other information reasonably available to the Depositors that may be considered Rule 144A Information.
Section 5.4.
Communications
by Series 2026-3 Noteholders
.
(a)
Noteholder
Communications with Indenture Trustee
. A Series 2026-3 Noteholder (if the Notes are represented by Definitive Notes) or a Note
Owner (if the Notes are represented by Book-Entry Notes) may communicate with the Indenture Trustee and give notices and make requests
and demands and give directions to the Indenture Trustee through the procedures of the Clearing Agency and by notifying the Indenture
Trustee. Any Note Owner must provide a written certification stating that the Note Owner is a beneficial owner of a Series 2026-3
Note, together with supporting documentation such as a trade confirmation, an account statement, a letter from a broker or dealer verifying
ownership or another similar document evidencing ownership of a Series 2026-3 Note. The Indenture Trustee will not be required to
take action in response to requests, demands or directions of a Series 2026-3 Noteholder or a Note Owner, other than requests, demands
or directions relating to an asset representations review demand under Section 5.5, unless the Series 2026-3 Noteholder or Note
Owner has offered reasonable security or indemnity reasonably satisfactory to the Indenture Trustee to protect it against the fees and
expenses that it may incur in complying with the request, demand or direction.
(b)
Communications
between Series 2026-3 Noteholders
. A Series 2026-3 Noteholder (if the Notes are represented by Definitive Notes) or a Note
Owner (if the Notes are represented by Book-Entry Notes) that seeks to communicate with other Series 2026-3 Noteholders or Note Owners,
as applicable, about a possible exercise of rights under this Indenture Supplement or the other Series 2026-3 Transaction Documents
may send a request to the Issuer or the Servicer, on behalf of the Issuer, to include information regarding the communication in a Form 10-D
to be filed by the Issuer with the Securities and Exchange Commission. Each request must include (i) the name of the requesting Series 2026-3
Noteholder or Note Owner, (ii) the method by which other Series 2026-3 Noteholders or Note Owners, as applicable, may contact
the requesting Series 2026-3 Noteholder or Note Owner and (iii) in the case of a Note Owner, a certification from that Person
that it is a Note Owner, together with at least one form of documentation evidencing its ownership of a Series 2026-3 Note, including
a trade confirmation, account statement, letter from a broker or dealer or similar document. A Series 2026-3 Noteholder or Note Owner,
as applicable, that delivers a request under this Section 5.4(b) will be deemed to have certified to the Issuer and the Servicer
that its request to communicate with other Series 2026-3 Noteholders or Note Owners, as applicable, relates solely to a possible
exercise of rights under this Indenture Supplement or the other Series 2026-3 Transaction Documents, and will not be used for other
purposes. The Issuer will promptly deliver any request to the Servicer. On receipt of a request, the Servicer will include in the Form
18
10-D
filed by the Issuer with the Securities and Exchange Commission for the Collection Period in which the request was received (A) a
statement that the Issuer has received a request from a Series 2026-3 Noteholder or Note Owner, as applicable, that is interested
in communicating with other Series 2026-3 Noteholders or Note Owners, as applicable, about a possible exercise of rights under this
Indenture Supplement or the other Series 2026-3 Transaction Documents, (B) the name of the requesting Series 2026-3 Noteholder
or Note Owner, (C) the date the request was received and (D) a description of the method by which the other Series 2026-3
Noteholders or Note Owners, as applicable, may contact the requesting Series 2026-3 Noteholder or Note Owner.
Section 5.5.
Series 2026-3
Noteholder Demand for Asset Representations Review
. If a Status Trigger occurs, as reported on Form 10-D, a Series 2026-3
Noteholder (if the Notes are represented by Definitive Notes) or a Note Owner (if the Notes are represented by Book-Entry Notes) may
make a demand on the Indenture Trustee to cause a vote of the Series 2026-3 Noteholders or Note Owners, as applicable, about whether
to direct the Asset Representations Reviewer to conduct a Review of the Review Receivables under the Asset Representations Review Agreement.
In the case of a Note Owner, each demand must be accompanied by a certification from that Person that it is a Note Owner, together with
at least one form of documentation evidencing its ownership of a Series 2026-3 Note, including a trade confirmation, account statement,
letter from a broker or dealer or similar document. If the Series 2026-3 Noteholders or Note Owners, of at least 5% of the aggregate
Note Balance of the Series 2026-3 Notes demand a vote within 90 days of the filing of the Ford 10-D reporting the occurrence of
the Status Trigger, the Indenture Trustee will promptly request a vote of the Series 2026-3 Noteholders or Note Owners of record
as of the most recent Record Date and, in the case of Note Owners, through the Clearing Agency process. The vote will remain open until
the 150th day after the filing of the Form 10-D. Assuming a voting quorum of the Series 2026-3 Noteholders or Note Owners holding
at least 5% of the aggregate Note Balance of the Series 2026-3 Notes is reached, if the Series 2026-3 Noteholders or Note Owners
of a majority of the Note Balance of Series 2026-3 Notes voted to direct a Review, the Indenture Trustee will promptly send a Review
Notice to the Asset Representations Reviewer and the Servicer under the Asset Representations Review Agreement stating that the Series 2026-3
Noteholders or Note Owners have voted to direct the Asset Representations Reviewer to conduct the Review.
Section 5.6.
Tax
Information
. If (a) a member of any "expanded group" (as defined in Treasury Regulation Section 1.385-1(c)(4))
that includes the Issuer, or (b) a "controlled partnership" (as defined in Treasury Regulation Section 1.385-1(c)(1))
of an "expanded group" described in clause (i), acquires any Series 2026-3 Notes, and those Series 2026-3 Notes are
recharacterized as stock pursuant to Section 385 of the Code, and the holder of those Series 2026-3 Notes recharacterized as
stock subsequently transfers the Series 2026-3 Notes to a Person that is not described in either clause (a) or (b), then on
request by that Person, the Issuer will provide or cause to be provided information reasonably requested by that Person to determine
the issue date and issue price of the transferred Series 2026-3 Notes.
19
ARTICLE VI
SERIES 2026-3 AMORTIZATION EVENTS
Section 6.1.
Series 2026-3
Amortization Events
. Any of the following events for the Series 2026-3 Notes will be an Amortization Event:
(a)
Failure
to Make Required Payments; Failure to Perform
. Either Depositor fails (i) to make any payment or deposit required to be made
under the related Sale and Servicing Agreement, the Indenture or this Indenture Supplement on or before the date occurring five Business
Days after the date the payment or deposit is required to be made or (ii) to observe or perform in any material respect any other
covenants or agreements of that Depositor in the related Sale and Servicing Agreement, the Indenture or this Indenture Supplement that
has an Adverse Effect and continues for 60 days after the Depositor receives notice from the Indenture Trustee of the failure, requiring
it to be corrected, and the failure continues to have an Adverse Effect for that 60-day period;
(b)
Representations
and Warranties
. Any representation or warranty made by either Depositor in the related Sale and Servicing Agreement, the Indenture
or this Indenture Supplement, or any information contained in a computer file or other list required to be delivered by that Depositor
under the related Sale and Servicing Agreement, proves to have been incorrect in any material respect when made or when delivered and
has an Adverse Effect, which continues to be incorrect in any material respect for 60 days after the Depositor receives notice from the
Indenture Trustee of the failure, requiring it to be corrected, and the failure continues to have an Adverse Effect for that 60-day period.
However, a Series 2026-3 Amortization Event under this subsection (b) will be considered corrected if that Depositor has accepted
reassignment of the related Receivable, or all those Receivables, if applicable, during that period according to the related Sale and
Servicing Agreement;
(c)
Servicer
Termination Event
. A Servicer Termination Event occurs that has an Adverse Effect;
(d)
Monthly
Principal Payment Rate
. The average of the Monthly Principal Payment Rates for the three prior Collection Periods is less than 21%;
(e)
Required
Subordinated Amount
. On any Determination Date, the Available Subordinated Amount for the next Payment Date will be less than the
Required Subordinated Amount after giving effect to any payments to be made on that Payment Date, and continues unremedied for five Business
Days after that Payment Date;
(f)
Excess
Funding Account
. The amounts in the Excess Funding Account exceed 70% of the sum of the "Adjusted Invested Amounts" of all
Series for three consecutive Collection Periods, after giving effect to any payments to be made on each related Payment Date; or
(g)
Acceleration
of Series 2026-3 Notes
. An Event of Default for Series 2026-3 occurs and the Series 2026-3 Notes are accelerated under
Section 5.2 of the Indenture.
20
If an event described in subsections (a) through (c) above
occurs and is continuing, either the Indenture Trustee or the Series 2026-3 Noteholders of a majority of the Note Balance of the
Series 2026-3 Notes by notifying the Depositors and the Servicer (and to the Indenture Trustee if given by the Series 2026-3
Noteholders) may declare that an Amortization Event for the Series 2026-3 Notes (a "
Series 2026-3 Amortization Event
")
has occurred. If an event described in subsections (d) through (g) above occurs, a Series 2026-3 Amortization Event will
occur immediately without any notice or other action by the Indenture Trustee or the Series 2026-3 Noteholders.
ARTICLE VII
REDEMPTION OF NOTES; SERIES FINAL MATURITY
Section 7.1.
Redemption
.
(a)
Optional
Redemption
. The Issuer has the option to permit the Depositors to increase the Depositor Interest by causing the Issuer to redeem
the Notes in whole, but not in part, (i) on any Payment Date during the Note Redemption Period, including the Expected Final Payment
Date, without any Make-Whole Payment and (ii) on any earlier Payment Date, with a Make-Whole Payment. If the Notes are to be redeemed
under this Section 7.1, the Servicer or the Issuer will notify the Indenture Trustee and the Rating Agencies at least ten days before
the Redemption Date. After the Servicer or the Issuer notifies the Indenture Trustee, the Indenture Trustee will promptly notify the
Noteholders:
(i)
of
the Redemption Date;
(ii)
of
the Note Redemption Price;
(iii)
of
the outstanding Note Balance of each Class of the Notes to be redeemed and that the Notes plus accrued and unpaid interest, Make-Whole
Payments and Step-Up Amounts on the Notes to the Redemption Date will be paid in full;
(iv)
of
the place to surrender the Notes for final payment (which will be the office or agency of the Issuer maintained under Section 3.2
of the Indenture); and
(v)
that
on the Redemption Date, the outstanding Note Balance of the Notes plus accrued and unpaid interest on the Notes will become due and payable
and that interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer fails to pay the Notes on the
Redemption Date.
(b)
Deposit
of Note Redemption Price
. If the Notes are to be redeemed under this Section 7.1, the Issuer will cause the Depositors to deposit
on the Business Day before the Redemption Date (or, with satisfaction of the Rating Agency Condition, on the Redemption Date) in the Collection
Account the sum of (A) the Note Redemption Price for the Notes and (B) all other amounts payable by the Issuer under this Indenture
Supplement on such payment Date, and the Notes will be paid in full on the Redemption Date. For the avoidance of doubt, the Depositors
may satisfy their obligation to pay the Note Redemption Price, in whole or in part, by causing the Issuer to issue one or more Series of
Notes, re-open an existing Series of Notes or draw on an existing Variable Funding Note Series, on or before the Redemption Date
and
21
causing the proceeds of such issuance, re-opening or drawing to be deposited in the Collection Account.
(c)
Release
of Funds
. On the Redemption Date, the outstanding Note Balance of the Notes plus accrued and unpaid interest on the Notes will become
due and payable and that interest on the Notes will cease to accrue from and after the Redemption Date, unless the Issuer fails to pay
the Notes on the Redemption Date. On redemption, the Indenture Trustee will release to the Issuer or any other Person entitled to funds
then in the Series 2026-3 Accounts under this Indenture Supplement according to Section 4.7(f).
Section 7.2.
Series Final
Maturity
.
(a)
Reassignment
Amount; Liquidation Proceeds
. If the Sold Receivables are reassigned under Section 2.3(c) or 6.1(b) of the Sale and
Servicing Agreements, the Reassignment Amount will be paid to the Series 2026-3 Noteholders on the first Payment Date after the
Collection Period in which the reassignment occurs. If the Collateral allocable to Series 2026-3 is liquidated under Section 5.6(c) of
the Indenture, the proceeds from the liquidation will be paid to the Series 2026-3 Noteholders on the first Payment Date after the
Collection Period in which the liquidation occurs. If the Indenture Trustee has received the Monthly Investor Report by the related Determination
Date, the Indenture Trustee will (based on the information in the Monthly Investor Report) make payments or distributions of the Reassignment
Amount or the proceeds from any liquidation of Collateral allocable to Series 2026-3 under Section 5.6(c) of the Indenture
according to Section 4.2 on the related Payment Date.
(b)
Payment
in Full
. Notwithstanding anything to the contrary in this Indenture Supplement, the Indenture or the Sale and Servicing Agreements,
(i) all amounts distributed to the Note Paying Agent under Section 7.2(a) for payment to the Series 2026-3 Noteholders
will be considered paid in full to the Series 2026-3 Noteholders on the date the funds are distributed to the Note Paying Agent
under this Section 7.2(b) and will be considered to be a final payment of the Series 2026-3 Notes and (ii) if the
amounts available for final payment to the Series 2026-3 Noteholders and to the Noteholders of any other Series on any Payment
Date are less than the amount required to be so paid, the available amounts will be allocated to each Series based on the respective
amounts required to be paid to each Series on that Payment Date.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1.
Ratification
of Agreement
. The Indenture, as supplemented by this Indenture Supplement, will continue in full force and effect and is ratified
and confirmed.
Section 8.2.
GOVERNING
LAW
. THIS INDENTURE SUPPLEMENT AND EACH SERIES 2026-3 NOTE WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF
NEW YORK.
Section 8.3.
Counterparts
.
This Indenture Supplement may be executed in multiple counterparts. Each counterpart will be an original and all counterparts will together
be one document.
[Remainder of Page Intentionally Left Blank]
22
EXECUTED
BY:
FORD
CREDIT FLOORPLAN MASTER OWNER
TRUST A, as Issuer
By:
U.S. BANK TRUST NATIONAL
ASSOCIATION,
not in its individual capacity, but solely as Owner Trustee
By:
Name:
Title:
THE
BANK OF NEW YORK MELLON, not in its
individual capacity, but solely as Indenture Trustee
By:
Name:
Title:
AGREED AND
ACCEPTED BY:
FORD
MOTOR CREDIT COMPANY LLC,
as Servicer
By:
Name:
Title:
[Signature Page to Series 2026-3 Indenture Supplement]
Appendix A
to Indenture Supplement
Usage and Definitions
Ford Credit Floorplan
Master Owner Trust A
Series
2026-3
Usage
The following usage rules apply to this Appendix,
any document that incorporates this Appendix and any document delivered under any such document:
(a)
The
term "document" includes any document, agreement, instrument, certificate, notice, report, statement or other writing, whether
in electronic or physical form.
(b)
Accounting
terms not defined or not completely defined in this Appendix will have the meanings given to them under generally accepted accounting
principles, international financial reporting standards or other applicable accounting principles in effect in the United States on the
date of the document that incorporates this Appendix.
(c)
References
to "Article," "Section," "Exhibit," "Schedule," "Appendix" or another subdivision of
or to an attachment are, unless otherwise stated, to an article, section, exhibit, schedule, appendix or subdivision of or an attachment
to the document in which the reference appears.
(d)
Any
document defined or referred to in this Appendix or in any document that incorporates this Appendix means the document as amended, modified,
supplemented, restated or replaced, including by waiver or consent, and includes all attachments to and instruments incorporated in the
document.
(e)
Any
statute defined or referred to in this Appendix or in any document that incorporates this Appendix means the statute as amended, modified,
supplemented, restated or replaced, including by succession of comparable successor statute, and includes any rules and regulations
under the statute and any judicial and administrative interpretations of the statute.
(f)
References
to "law" or "applicable law" in this Appendix or in any document that incorporates this Appendix include all rules and
regulations enacted under such law.
(g)
The
calculation of any amount as of the Series Cutoff Date will be determined as of the open of business on that day before the application
or processing of any funds, payments and other transactions on that day. The calculation of any amount for any other day will be determined,
unless otherwise stated, as of the close of business on that day after the application or processing of any funds, payments and other
transactions on that day.
(h)
References
to deposits, transfers and payments of any funds refer to deposits, transfers or payments of such funds in immediately available funds.
AA-
1
(i)
The
terms defined in this Appendix apply to the singular and plural forms of those terms and may be used as nouns or verbs. Terms defined
in the present tense may be used in the past or future tense.
(j)
The
term "including" means "including without limitation."
(k)
References
to a Person are also to its permitted successors and assigns, whether in its individual or representative capacity.
(l)
In
the computation of periods of time from one date to or through a later date, the word "from" means "from and including,"
the word "to" means "to but excluding," and the word "through" means "to and including."
(m)
Except
where "not less than zero" or similar language is indicated, amounts determined by reference to a mathematical formula may be
positive or negative.
(n)
References
to a month, quarter or year are, unless otherwise stated, to a calendar month, calendar quarter or calendar year.
(o)
No
Person will be deemed to have "knowledge" of a particular event or occurrence for purposes of any document that incorporates
this Appendix, unless either (i) a Responsible Person of the Person has actual knowledge of the event or occurrence or (ii) the
Person has received notice of the event or occurrence according to any Transaction Document.
Definitions
"
Accrued Note Interest
" means,
for a Class and a Payment Date, the sum of the Note Monthly Interest and the Note Interest Shortfall for that Class.
"
Accrued Step-Up Amounts
" means,
for a Class and a Payment Date after the Expected Final Payment Date, the sum of the Step-Up Amounts and the Step-Up Shortfall.
"
Adjusted Invested Amount
" means,
as of a date, (a) the Invested Amount, minus (b) during the Required Amortization Period or an Early Amortization Period for
Series 2026-3, the amount of any Principal Collections in the Collection Account allocable to Series 2026-3,
minus
(c) the
amount in the Series 2026-3 Principal Funding Account (excluding any net investment earnings), each as of that date.
"
Asset Representations Review Agreement
"
means the Asset Representations Review Agreement, dated as of February 1, 2016, among the Issuer, the Servicer and the Asset Representations
Reviewer.
"
Asset Representations Reviewer
"
means Clayton Fixed Income Services LLC, a Delaware limited liability company.
"
Available Investor Interest Collections
"
means, for a Payment Date, an amount equal to the sum of (a) the Investor Interest Collections for the related Collection Period,
plus
(b) any net investment earnings on amounts in the Series 2026-3 Accounts for the related Collection Period,
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plus
(c) the Monthly Depositor Servicing Fee for that Payment Date,
plus
(d) any Available Investor Principal Collections
treated as Available Investor Interest Collections pursuant to Section 4.2(c)(iv) of the Indenture Supplement,
plus
(e) if
the Payment Date is the Redemption Date, the portion of the Note Redemption Price in excess of the Note Balance as of such Redemption
Date.
"
Available Investor Principal Collections
"
means, for a Payment Date, an amount equal to the excess of (a) the sum of (i) the Investor Principal Collections for the related
Collection Period,
plus
(ii) any Available Investor Interest Collections, Series 2026-3 Reserve Account Available Amounts,
Excess Interest Collections from other Series in Excess Interest Sharing Group One and Available Depositor Collections that, under
Sections 4.2(a) and (b) of the Indenture Supplement, are to be treated as Available Investor Principal Collections for that
Payment Date,
plus
(iii) the Series 2026-3 Excess Funding Amount,
plus
(iv) any Shared Principal Collections
for other Series in Principal Sharing Group One (including any amounts in the Excess Funding Account that are made available to Series 2026-3
under the Indenture as Shared Principal Collections),
plus
(v) on the termination of the Series 2026-3 Reserve Account
under Section 4.9(c) of the Indenture Supplement, all remaining amounts in the Series 2026-3 Reserve Account (excluding
any net investment earnings and after giving effect to Section 4.2(b)(iii) of the Indenture Supplement,
plus
(vi) if
the Payment Date is the Redemption Date, the portion of the Note Redemption Price equal to the Note Balance as of such Redemption Date,
over
(b) any Reallocated Principal Collections for that Payment Date.
"
Available Subordinated Amount
"
means (a) for the first Determination Date after the Closing Date, an amount equal to the Required Subordinated Amount for the first
Determination Date and (b) for any later Determination Date, an amount equal to the lesser of (i) the Required Subordinated
Amount for that Determination Date and (ii) an amount equal to:
(A)
the Available Subordinated Amount for the prior Determination Date;
minus
(B)
the amount of any Available Depositor Principal Collections used to cover shortfalls on the related Payment Date under Section 4.2(b)(ii) of
the Indenture Supplement;
minus
(C)
the amount of the Investor Charge Offs and Reallocated Principal Collections for the related Payment Date applied to reduce the Available
Subordinated Amount under Sections 4.3 and 4.4 of the Indenture Supplement;
plus
(D)
the amount of any Available Investor Interest Collections paid under Section 4.2(a)(xii) of the Indenture Supplement to
the Depositor Interest Account for distribution to the holders of the Depositor Interest;
minus
(E)
the Incremental Subordinated Amount for the prior Determination Date;
plus
(F)
the Incremental Subordinated Amount for that Determination Date;
minus
(G)
the Subordinated Percentage of the increase in the Series 2026-3 Excess Funding Amount since the prior Payment Date to the next
Payment Date;
plus
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(H)
the Subordinated Percentage of the decrease in the Series 2026-3 Excess Funding Amount since the prior Payment Date to the next
Payment Date;
plus
(I)
an amount equal to the increase, if any, in the Required Subordinated Amount as a result of a change in the Subordination Factor since
the prior Determination Date,
minus
(J)
an amount equal to the decrease, if any, in the Required Subordinated Amount as a result of a change in the Subordination Factor since
the prior Determination Date,
plus
(K)
any increases in the Available Subordinated Amount elected by the Depositors; provided, that the cumulative amount of the increases
may not exceed 3.5% of the initial Note Balance of the Series 2026-3 Notes.
"
Back-up Servicing Fee Rate
" means
0.0065% per annum or a lesser percentage as may be stated by the Back-up Servicer, if any, in an Officer's Certificate delivered to the
Indenture Trustee. If no Back-up Servicing Agreement is in effect, all references to the Back-up Servicing Fee Rate in this Indenture
Supplement will be considered to be deleted from this Indenture Supplement and have no further effect.
"
Class
" means the Class A,
Class B, Class C and Class D Notes, as applicable.
"
Class A Notes
" means the
$600,000,000 Series 2026-3 Class A 5.40% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.
"
Class B Invested Amount
"
means, as of a date, an amount (not less than zero) equal to (a) the initial Note Balance of the Class B Notes,
minus
(b) the aggregate amount of any principal payments made to the Noteholders of the Class B Notes before that date,
minus
(c) the cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Class B Invested Amount under Section 4.3
of the Indenture Supplement before that date,
minus
(d) the cumulative amount of unreimbursed Reallocated Principal Collections
applied to reduce the Class B Invested Amount under Section 4.4 of the Indenture Supplement before that date.
"
Class B Notes
" means the
$35,526,000 Series 2026-3 Class B 5.56% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.
"
Class C Invested Amount
"
means, as of a date, an amount (not less than zero) equal to (a) the initial Note Balance of the Class C Notes,
minus
(b) the aggregate amount of any principal payments made to the Noteholders of the Class C Notes before that date,
minus
(c) the cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Class C Invested Amount under Section 4.3
of the Indenture Supplement before that date,
minus
(d) the cumulative amount of unreimbursed Reallocated Principal Collections
applied to reduce the Class C Invested Amount under Section 4.4 of the Indenture Supplement before that date.
"
Class C Notes
" means the
$31,579,000 Series 2026-3 Class C 5.75% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.
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"
Class D Invested Amount
"
means, as of a date, an amount (not less than zero) equal to (a) the initial Note Balance of the Class D Notes,
minus
(b) the aggregate amount of any principal payments made to the Noteholders of the Class D Notes before that date,
minus
(c) the cumulative amount of unreimbursed Investor Charge-Offs applied to reduce the Class D Invested Amount under Section 4.3
of the Indenture Supplement before that date,
minus
(d) the cumulative amount of unreimbursed Reallocated Principal Collections
applied to reduce the Class D Invested Amount under Section 4.4 of the Indenture Supplement before that date.
"
Class D Notes
" means the $23,684,000
Series 2026-3 Class D 6.00% Asset Backed Notes issued by the Issuer, substantially in the form of Exhibit A.
"
Closing Date
" means October 16, 2026.
"
Dealer Overconcentration
" means,
for a Determination Date, the excess, if any, of (a) the aggregate principal amount of Receivables originated in all Accounts of
a Dealer or a group of affiliated Dealers on the last day of the related Collection Period, over (b)(i) in the case of Dealers affiliated
with AutoNation, Inc., 5%, (ii) in the case of Dealers affiliated with Lithia Motors, Inc., 3%, and (iii) for all
other Dealers or groups of affiliated Dealers, 2%, in each case, of the Pool Balance on the last day of that Collection Period (or, in
any case, a higher percentage if the Rating Agency Condition has been satisfied).
"
Defaulted Amount
" means, for
a Determination Date, an amount (not less than zero) equal to (a) the principal amount of all Receivables that became Defaulted Receivables
during the related Collection Period,
minus
(b) the amount of the Defaulted Receivables that are reassigned to the Depositors
according to the Sale and Servicing Agreements (except that if an Insolvency Event of a Depositor occurs, the amount of the Defaulted
Receivables that are reassigned to that Depositor will be zero),
minus
(c) the amount of the Defaulted Receivables that are
assigned to the Servicer according to the Sale and Servicing Agreements (which will be zero if an Insolvency Event of the Servicer occurs).
"
Development Dealer Overconcentration
"
means, for a Determination Date, the excess, if any, of (a) the aggregate principal amount of Receivables that are Development Dealer
Receivables on the last day of the related Collection Period,
over
(b) 4% of the Pool Balance on the last day of that Collection
Period (or, a higher percentage if the Rating Agency Condition has been satisfied).
"
Distribution Compliance Period
"
means the period from the Closing Date to the 40th day after the Closing Date.
"
Early Amortization Period
" means
the period starting on the day on which a Series 2026-3 Amortization Event occurs (or, if the Servicer is not required to make daily
deposits of Collections in the Collection Account under Section 8.4(b) of the Indenture, starting on the first day of the Collection
Period in which the Series 2026-3 Amortization Event occurs) and ending on the earlier to occur of (a) the end of the Collection
Period before the Payment Date on which the Note Balance of the Series 2026-3 Notes will be paid in full and (b) the Series 2026-3
Final Maturity Date.
"
ERISA
" means the Employee Retirement
Income Security Act of 1974.
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"
Excess Funding Period
" means
the period (i) beginning on any Payment Date for which the amount in the Excess Funding Account exceeds 30% of the sum of the "Adjusted
Invested Amounts" of all Series for the related Collection Period, after giving effect to any payments to be made on each related
Payment Date and (ii) ending on any Payment Date for which the amount in the Excess Funding Account is equal to or less than 30%
of the sum of the "Adjusted Invested Amounts" of all Series, after giving effect to any payments to be made on each related
Payment Date.
"
Excess Interest Collections
"
means, for a Payment Date, an amount equal to the excess, if any, of (a) the Available Investor Interest Collections for that Payment
Date,
over
(b) the amount required to be paid, without duplication, under Sections 4.2(a)(i) through (xv) of the
Indenture Supplement on that Payment Date.
"
Expected Final Payment Date
"
means the October 2029 Payment Date.
"
Fixed Investor Percentage
" means,
for a Deposit Date or Collection Period (or portion of a Collection Period occurring after the end of the Revolving Period), the percentage
equivalent (not to exceed 100%) of a fraction with (a) a numerator equal to the Invested Amount on the last day of the Revolving
Period and (b) a denominator equal to the greater of (i) the Adjusted Pool Balance on the last day of the prior Collection Period
and (ii) the sum of the numerators used to calculate the applicable "Investor Percentages" for allocating Principal Collections
to all Series for that Collection Period, except that, for any Deposit Date or Collection Period occurring after the Collection Period
on the last day of which the Adjusted Invested Amount is zero, the Fixed Investor Percentage will be zero.
"
Fleet Overconcentration
" means,
for a Determination Date, the excess, if any, of (a) the aggregate principal amount of the Receivables that are Fleet Receivables
on the last day of the related Collection Period,
over
(b) 15% of the Pool Balance on the last day of that Collection Period
(or a higher percentage if the Rating Agency Condition has been satisfied).
"
Floating Investor Percentage
"
means, for a Deposit Date or Collection Period (or portion of a Collection Period occurring before the end of the Revolving Period), the
percentage equivalent (not to exceed 100%) of a fraction with (a) a numerator equal to the Adjusted Invested Amount on the last day
of the prior Collection Period (or for the first Collection Period, the initial Note Balance of the Series 2026-3 Notes) and (b) a
denominator equal to the Adjusted Pool Balance on the last day of the prior Collection Period (or for the first Collection Period, the
Adjusted Pool Balance as of the Series Cutoff Date).
"
Incremental Subordinated Amount
"
means, for a Determination Date, the product of:
(a)
a fraction with (i) a numerator equal to an amount (not less than zero) equal to (A) the Adjusted Invested Amount as
of the related Payment Date,
plus
(B) the product of the initial Note Balance of the Series 2026-3 Notes times the
excess of the Required Pool Percentage over 100%, plus (C) the Required Subordinated Amount on that Determination Date (excluding
the Supplemental Subordinated Percentage, if any, from the Subordinated Percentage, and without giving effect to the Incremental
Subordinated Amount), minus (D) the Series 2026-3 Excess
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Funding Amount as of that Determination Date and (ii) a denominator equal to the Pool Balance on that Determination Date;
times
(b)
the Non-Conforming Receivable Amount on that Determination Date.
"
Indenture Supplement
" means,
for Series 2026-3, the Series 2026-3 Indenture Supplement, dated as of October 1, 2026, between the Issuer and the Indenture
Trustee.
"
Initial Invested Amount
" means,
for the Series 2026-3 Notes and for a date, $690,789,000.00. However, the Initial Invested Amount will be reduced by the initial
Note Balance of any Series 2026-3 Notes that are no longer Outstanding on the day before the start of the Early Amortization Period.
"
Interest Collections Shortfall
"
means, for a Payment Date, an amount equal to the excess, if any, of (a) the amount required to be paid, without duplication, under
Sections 4.2(a)(i) through (xv) of the Indenture Supplement on that Payment Date,
over
(b) the Available Investor
Interest Collections for that Payment Date.
"
Interest Period
" means, for a
Payment Date for each Class of Notes, from the 15th day of the month before the Payment Date to the 15th day of the month in which
the Payment Date occurs (or from the Closing Date to November 15, 2026 for the first Payment Date).
"
Invested Amount
" means, as of
a date, an amount equal to (a) the initial Note Balance of the Series 2026-3 Notes,
minus
(b) the aggregate amount
of any principal payments made to the Series 2026-3 Noteholders before that date,
minus
(c) the cumulative amount of
unreimbursed Investor Charge-Offs applied to reduce the Invested Amount under Section 4.3 of the Indenture Supplement before that
date,
minus
(d) the cumulative amount of unreimbursed Reallocated Principal Collections applied to reduce the Invested Amount
under Section 4.4 of the Indenture Supplement before that date.
"
Investor Charge-Off
" means, for
a Payment Date, the excess, if any, of the amount of the unfunded Investor Default Amount for that Payment Date
over
the amount
of the Investor Default Amount applied to reduce the Available Subordinated Amount under Section 4.3 of the Indenture Supplement
for that Payment Date.
"
Investor Default Amount
" means,
for a Payment Date, an amount equal to the product of (a) the Floating Investor Percentage for the related Collection Period,
times
(b) the Defaulted Amount for that Collection Period.
"
Investor Interest Collections
"
means, for a Deposit Date or Collection Period, an amount equal to the sum of (a) the product of (i) the Floating Investor Percentage
for the related Collection Period,
times
(ii) the Interest Collections for that Deposit Date or Collection Period, as applicable,
plus
, (b) the Yield Supplement Interest Collections for that Deposit Date or Collection Period.
"
Investor Percentage
" means, for
a Collection Period (a) for Interest Collections and Defaulted Amounts at any time and Principal Collections during the Revolving
Period, the
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Floating Investor Percentage and (b) for Principal Collections during the Required Amortization Period or the Early Amortization
Period, the Fixed Investor Percentage.
"
Investor Principal Collections
"
means, for a Deposit Date or Collection Period, an amount equal to the product of (a) the Investor Percentage for the related Collection
Period,
times
(b) the Principal Collections for that Deposit Date or Collection Period, as applicable.
"
Make-Whole Payment
" means, for
any payment of the Note Balance of a Class made on a Payment Date before the start of the Note Redemption Period as a result of the
occurrence of a Redemption Date, an amount (not less than zero) equal to for each Class of Notes, the excess of (1) the present
value of (i) the amount of all future interest payments that would otherwise accrue on the Note Balance of that Class at the
Note Interest Rate for that Class on such Payment Date until the start of the Note Redemption Period and (ii) the principal
payment, discounted from the Payment Date on which such payment would have been made to such Payment Date monthly on a 30/360 basis at
the sum of (i) (A) for the Class A Notes, 0.15%, and (B) for the Class B, Class C and Class D Notes,
0.25% plus (ii) the higher of (A) zero and (B) the current maturity matched U.S. Treasury rate over (2) the principal
payment.
"
Manufacturer Overconcentration
"
means, for a Determination Date, the sum of:
(a)
the excess, if any, of (i) the aggregate principal amount of Receivables that relate to a particular Manufacturer (other than
Ford or one of its associated Manufacturers) with a long-term unsecured rating of "A-" or better by Standard & Poor's
and Fitch (if rated by Fitch), and "A3" or better by Moody's (if rated by Moody's) on the last day of the related Collection
Period,
over
(ii) 10% of the Pool Balance on the last day of that Collection Period (or a higher percentage if the Rating
Agency Condition has been satisfied);
plus
(b)
the excess, if any, of (i) the aggregate principal amount of Receivables that relate to a particular Manufacturer (other than
Ford or one of its associated Manufacturers) with a long-term unsecured rating of "BBB+" or lower by Standard & Poor's
or unrated by Standard & Poor's, or "BBB+" or lower by Fitch (if rated by Fitch), or "Baa1" or lower by Moody's
(if rated by Moody's) on the last day of the related Collection Period,
over
(ii) 2% of the Pool Balance on the last day of
that Collection Period (or a higher percentage if the Rating Agency Condition has been satisfied).
"
Medium and Heavy Truck Overconcentration
"
means, for a Determination Date, the excess, if any, of (a) the aggregate principal amount of Receivables that are Medium and Heavy
Truck Receivables on the last day of the related Collection Period,
over
(b) 5% of the Pool Balance on the last day of that
Collection Period (or a higher percentage if the Rating Agency Condition has been satisfied).
"
Monthly Back-up Servicing Fee
"
means, for any Payment Date, an amount equal to one-twelfth of the product of (a) the Back-up Servicing Fee Rate,
times
(b) the
percentage equivalent of a fraction with a numerator equal to the Floating Investor Percentage for the related Collection Period and a
denominator equal to the sum of the "Floating Investor Percentages" for all Series
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for that Collection Period,
times
(c) the aggregate principal amount of Receivables on the last day of the prior Collection Period. If no Back-up Servicing Agreement
is in effect, all references to the Monthly Back-up Servicing Fee in this Indenture Supplement will be considered to be deleted from this
Indenture Supplement and have no further effect.
"
Monthly Depositor Servicing Fee
"
means, for a Payment Date, an amount equal to one-twelfth of the product of (a) the product of (i) the sum of the Servicing
Fee Rate and the Back-up Servicing Fee Rate,
times
(ii) 100%
minus
the sum of the "Floating Investor Percentages"
for all Series for the related Collection Period,
times
(iii) the aggregate principal amount of Receivables on the last
day of the prior Collection Period,
times
(b) the percentage equivalent of a fraction, the numerator of which is the Floating
Investor Percentage for the related Collection Period and the denominator of which is the sum of the "Floating Investor Percentages"
for all Series for that Collection Period.
"
Monthly Investor Report
" has
the meaning stated in Section 3.1(a) of the Indenture Supplement.
"
Monthly Principal Amount
" means,
for each Payment Date, starting with the Payment Date in the month following the month in which the Required Amortization Period or the
Early Amortization Period starts, the Adjusted Invested Amount on that Payment Date.
"
Monthly Principal Payment Rate
"
means, for a Collection Period, the percentage equivalent of a fraction with (a) a numerator equal to the Principal Collections for
that Collection Period and (b) a denominator equal to the Pool Balance on the first day of that Collection Period.
"
Monthly Servicing Fee
" means,
for a Payment Date, an amount equal to one-twelfth of the product of (a) the Servicing Fee Rate,
times
(b) the percentage
equivalent of a fraction with a numerator equal to the Floating Investor Percentage for the related Collection Period and a denominator
equal to the sum of the "Floating Investor Percentages" for all Series for that Collection Period,
times
(c) the
aggregate principal amount of Receivables on the last day of the prior Collection Period, or for the first Collection Period, the aggregate
principal amount of Receivables on the Series Cutoff Date.
"
Non-Conforming Receivable Amount
"
means, for a Determination Date, the excess, if any, of:
(a)
the sum, without duplication, of (i) the principal amount of Receivables that are Ineligible Receivables for that Determination
Date, plus (ii) the aggregate amount of Dealer Overconcentrations, Development Dealer Overconcentrations, Fleet Overconcentrations,
Manufacturer Overconcentrations, Medium and Heavy Truck Overconcentrations and Used Vehicle Overconcentrations for that Determination
Date;
over
(b)
the sum, without duplication, of (i) the principal amount of Receivables that are Ineligible Receivables that became Defaulted
Receivables during the period from the prior Determination Date to the current Determination Date,
plus
(ii) the aggregate
principal amount of Receivables contributing to Dealer Overconcentrations, Development Dealer Overconcentrations, Fleet
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Overconcentrations,
Manufacturer Overconcentrations, Medium and Heavy Truck Overconcentrations and Used Vehicle Overconcentrations that, in each case, became
Defaulted Receivables during the period from the prior Determination Date (or, in the case of the first Determination Date, the Series Cutoff
Date) to the current Determination Date.
"
Note Interest Rate
" means, for
each Class, the interest rate per annum stated in Section 2.2(b) of the Indenture Supplement.
"
Note Interest Shortfall
" means,
for a Class and a Payment Date, an amount equal to the excess, if any, of the Accrued Note Interest for the prior Payment Date for
the Class
over
the amount of interest that was paid to the Noteholders of that Class on the prior Payment Date, together
with interest on the excess amount, to the extent lawful, at the Note Interest Rate for the Class for that Interest Period.
"
Note Monthly Interest
" means,
for a Class and a Payment Date, the aggregate amount of interest accrued on the Note Balance of that Class at the Note Interest
Rate for that Class for the related Interest Period.
"
Note Redemption Period
" means
the period beginning with the second Payment Date before the Expected Final Payment Date.
"
Note Redemption Price
" means,
for the Redemption Date, an amount equal to the sum of:
(a)
the Note Balance as of the Redemption Date; plus
(b)
the Accrued Note Interest payable on the Redemption Date; plus
(c)
the Accrued Step-Up Amounts payable on the Redemption Date;
plus
(d)
any accrued but unpaid Make-Whole Payments payable on the Redemption
Date.
"
Principal Sharing Group One
"
means Series 2026-3 and each other Series stated in the related Indenture Supplement to be included in Principal Sharing Group
One.
"
Principal Shortfall
" means, for
Series 2026-3 and a Payment Date, an amount equal to (a) for any Payment Date in the Revolving Period, zero, and (b) for
any Payment Date for the Required Amortization Period or Early Amortization Period, the excess, if any, of the Monthly Principal Amount
for that Payment Date,
over
the amount of Available Investor Principal Collections for that Payment Date (excluding any Available
Investor Principal Collections attributable to Shared Principal Collections).
"
QIB
" has the meaning stated in
Section 5.3(c)(ii) of the Indenture Supplement.
"
Rating Agency
" means each of Standard & Poor’s and Moody’s.
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"
Rating Agency Condition
" means,
for an action or request and a Rating Agency, the satisfaction of either of the following conditions, according to the then-current policies
of the Rating Agency for that action or request:
(a)
the Rating Agency has notified the Depositors, the Servicer, the Issuer and the Indenture Trustee in writing that the proposed action
or request will not result in a downgrade or withdrawal of its then current rating on any of the Series 2026-3 Notes; or
(b)
the Issuer has given ten Business Days' prior notice to the Rating Agency and the Rating Agency has not notified the Depositors, the
Servicer, the Issuer and the Indenture Trustee before the end of the ten-day period that the action will result in a downgrade or withdrawal
of its then current rating on any of the Series 2026-3 Notes.
"
Reallocated Principal Collections
"
means, for a Payment Date, the amount of Investor Principal Collections applied according to Section 4.4 of the Indenture Supplement
in an amount not to exceed:
(a)
for the Class A Notes, the sum of (i) the Available Subordinated Amount
plus
(ii) the Class B Invested
Amount
plus
(iii) the Class C Invested Amount
plus
(iv) the Class D Invested Amount, in each case, for
that Payment Date;
(b)
for the Class B Notes, the sum of (i) the Available Subordinated Amount
plus
(ii) the Class C Invested
Amount
plus
(iii) the Class D Invested Amount, in each case, for that Payment Date;
(c)
for the Class C Notes, the sum of (i) the Available Subordinated Amount
plus
(ii) the Class D Invested
Amount, in each case, for that Payment Date; and
(d)
for the Class D Notes, the Available Subordinated Amount for that Payment Date.
"
Reassignment Amount
" means, for
a Payment Date, the sum of (a) the Note Balance of the Series 2026-3 Notes on that Payment Date,
plus
(b) the Accrued
Note Interest for each Class for that Payment Date,
plus
(c) any other amounts due and payable by the Issuer on that
Payment Date for Series 2026-3, in each case, after giving effect to any payments to be made on that Payment Date.
"
Record Date
" means, for a Payment
Date and a Book-Entry Note, the close of business on the day before the Payment Date and, for a Payment Date and a Definitive Note, the
last day of the month before the month in which the Payment Date occurs.
"
Redemption Date
" means the Payment
Date stated by the Servicer for a redemption of the Notes under Section 7.1 of the Indenture Supplement.
"
Required Amortization Period
"
means, unless an Early Amortization Period has started before that period, the period starting on the Expected Final Payment Date and
ending on the earliest to occur of (a) the day before the start of the Early Amortization Period, (b) the end of
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the Collection
Period before the Payment Date on which the Note Balance of the Series 2026-3 Notes will be paid in full and (c) the Series 2026-3
Final Maturity Date.
"
Required Pool Percentage
" means
100%.
"
Required Subordinated Amount
"
means, as of a date, the sum of:
(a)
the greater of (i) zero and (ii) the product of (A) the Subordinated Percentage,
times
(B) the excess of
the initial Note Balance of the Series 2026-3 Notes
over
the Series 2026-3 Excess Funding Amount on that date;
plus
(b)
the Incremental Subordinated Amount for that date.
"
Review Demand Date
" means, for
a Review, the date when the Indenture Trustee determines that each of (a) the Status Trigger has occurred and (b) the required
percentage of the Series 2026-3 Noteholders has voted to direct a Review under Section 5.5 of the Indenture Supplement.
"
Review Notice
" means the notice
from the Indenture Trustee to the Asset Representations Reviewer and the Servicer directing the Asset Representations Reviewer to perform
a Review.
"
Review Receivable
" means, for
a Review, each Receivable in an Account that has been designated as "status" by the Servicer as of the last day of the Collection
Period before the Review Demand Date stated in the Review Notice.
"
Revolving Period
" means the period
starting on the Closing Date and ending on the earlier of the day before the date the Required Amortization Period or the Early Amortization
Period starts.
"
Rule 144A
" means Rule 144A
under the Securities Act.
"
Rule 144A Information
" has
the meaning stated in Section 5.3(e) of the Indenture Supplement.
"
Rule 144A Note Transfer
"
has the meaning stated in Section 5.3(b) of the Indenture Supplement.
"
Rule 144A Notes
" means the
Class C and Class D Notes.
"
Secured Parties
" means the Series 2026-3
Noteholders.
"
Series 2026-3
" means the
Series of Notes, the Principal Terms of which are stated in this Indenture Supplement.
"
Series 2026-3 Account Control Agreement
"
means the Series 2026-3 Account Control Agreement, dated as of October 1, 2026, among the Issuer, as grantor, the Indenture Trustee,
as secured party, and The Bank of New York Mellon, in its capacity as both a "securities
AA-
12
intermediary" as defined in Section 8-102
of the UCC and a "bank" as defined in Section 9-102 of the UCC.
"
Series 2026-3 Accounts
"
means the Series 2026-3 Principal Funding Account and the Series 2026-3 Reserve Account, which will be the "Series Accounts"
for Series 2026-3 for purposes of the Indenture.
"
Series 2026-3 Amortization Event
"
has the meaning stated in Section 6.1 of the Indenture Supplement.
"
Series 2026-3 Collateral
"
means (a) all Trust Property allocated to Series 2026-3, including all Collections on the Receivables allocated to Series 2026-3,
(b) all "security entitlements" (as defined in Section 8-102 of the UCC) relating to the Series 2026-3 Accounts
and the property deposited in or credited to any of the Series 2026-3 Accounts, (c) all present and future claims, demands,
causes in action and choses in action relating to the property described above and (d) all payments on or under and all proceeds
of the property described above.
"
Series 2026-3 Excess Funding Amount
"
means, as of a date, the product of (a) the amount in the Excess Funding Account (excluding any net investment earnings) on that
date,
times
(b) a fraction with (i) a numerator equal to the Adjusted Invested Amount as of that date and (ii) a
denominator equal to the sum of the "Adjusted Invested Amounts" of all Series.
"
Series 2026-3 Final Maturity Date
"
means the October 2031 Payment Date.
"
Series 2026-3 Noteholders
"
means the Noteholders of the Series 2026-3 Notes.
"
Series 2026-3 Notes
" has
the meaning stated in Section 2.1(a) of the Indenture Supplement.
"
Series 2026-3 Principal Funding Account
"
means the account stated under Section 4.7(a) of the Indenture Supplement.
"
Series 2026-3 Reserve Account
"
means the account stated under Section 4.7(a) of the Indenture Supplement.
"
Series 2026-3 Reserve Account Available
Amount
" means, for a Payment Date, the lesser of (a) the amount in the Series 2026-3 Reserve Account on that date (excluding
any net investment earnings and before giving effect to any deposit or withdrawal on that Payment Date) and (b) the Series 2026-3
Reserve Account Required Amount for that Payment Date.
"
Series 2026-3 Reserve Account Deposit
Amount
" means, for a Payment Date, the excess, if any, of (a) the Series 2026-3 Reserve Account Required Amount for
that Payment Date,
over
(b) the Series 2026-3 Reserve Account Available Amount for that Payment Date.
"
Series 2026-3 Reserve Account Required
Amount
" means, for a Payment Date, an amount equal to the product of (a) the Series 2026-3 Reserve Account Required
Percentage, times (b) the Initial Invested Amount, except that the Reserve Account Required Amount for the Closing Date is $3,453,945.00.
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13
"
Series 2026-3 Reserve Account Required
Percentage
" means, (a) for a Payment Date not described in clauses (b) or (c), 0.5%, (b) for a Payment Date during
a Subordination Step-Up Period for which the Depositors have elected to increase the Series 2026-3 Reserve Account Required Percentage
according to Section 4.9(b) of the Indenture Supplement, 0.5%
plus
the Step-Up Percentage or (c) for a Payment Date
in the Early Amortization Period on which the Depositors have not elected to increase the Series 2026-3 Reserve Account Required
Percentage under clause (b), 4.5%. The Depositors may reduce any of these percentages if the Rating Agency Condition is satisfied.
"
Series 2026-3 Transaction Documents
"
means the Indenture Supplement, the Series 2026-3 Account Control Agreement, the Asset Representations Review Agreement and the other
Transaction Documents.
"
Series Cutoff Date
" means
the close of business on September 30, 2026.
"
Servicing Fee Rate
" means 1%
per annum.
"
Shared Principal Collections
"
means, for Series 2026-3 and a Payment Date, an amount equal to the excess, if any, of (a) the Available Investor Principal
Collections for that Payment Date (without giving effect to clause (a)(iv) of the definition of "Available Investor Principal
Collections"),
over
(b) the amount required to be deposited or distributed, without duplication, under Section 4.2(c)(i) of
the Indenture Supplement on that Payment Date.
"
Similar Law
" means any federal,
State, local or non-U.S. law or regulation substantially similar to Title I of ERISA or Section 4975 of the Code.
"
Sponsor
" means Ford Credit.
"
Status Trigger
" means, for a
Collection Period, that the aggregate principal amount of Receivables in Accounts that have been designated as "status" by the
Servicer exceeds 11.1% of the Pool Balance, in each case, as of the last day of the Collection Period.
"
Step-Up Amounts
" means, for a
Class and a Payment Date following the Expected Final Payment Date, the aggregate amount accrued on the Note Balance of each Class of
the Notes at the Step-Up Rate for that Interest Period.
"
Step-Up Percentage
" means the
excess of the Subordinated Percentage calculated using a Subordination Factor of 16.50%
over
the Subordinated Percentage calculated
using a Subordination Factor of 12.50%.
"
Step-Up Rate
" means, for each
Class of Notes a rate equal to the Note Interest Rate for that Class
minus
0.01%.
"
Step-Up Shortfall
" means, for
a Class and a Payment Date after the Expected Final Payment Date:
(a)
any Step-Up Amounts for a Class for the prior Payment Date;
plus
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14
(b)
any Step-Up Shortfall for a Class for the prior Payment Date;
minus
(c)
the amount of the Accrued Step-Up Amounts paid to the Noteholders on the prior Payment Date.
"
Subordinated Percentage
" means
the sum of (a) the percentage equivalent of a fraction with (i) a numerator equal to the Subordination Factor and (ii) a
denominator equal to the excess of 100%,
over
the Subordination Factor,
plus
(b) the Supplemental Subordinated Percentage,
if any, established by the Issuer at the direction of the Depositors according to Section 2.5 of the Indenture Supplement.
"
Subordination Factor
" means,
for the Series 2026-3 Notes, (a) for a Determination Date not stated in clause (b), 12.50% or (b) for a Determination Date
during a Subordination Step-Up Period, unless the Depositors have elected to increase the Series 2026-3 Reserve Account Required
Percentage according to Section 4.9(b) of the Indenture Supplement, 16.50%.
"
Subordination Step-Up Period
"
means any period starting on the Determination Date for which the average of the Monthly Principal Payment Rates for the three prior Collection
Periods is less than 25% and ending on the Determination Date for which the average of the Monthly Principal Payment Rates for the three
prior Collection Periods is equal to or greater than 25%.
"
Supplemental Subordinated Percentage
"
has the meaning stated in Section 2.5 of the Indenture Supplement.
"
Underwriting Agreement
" means the Underwriting Agreement, dated as of October 6, 2026, among the Depositors, Ford Credit and Barclays Capital Inc., Deutsche Bank
Securities Inc., Mizuho Securities USA LLC, BMO Capital Markets Corp. and J.P. Morgan Securities LLC, acting on behalf of themselves and
as representatives of the several Underwriters (as defined in the Underwriting Agreement).
"
Used Vehicle Overconcentration
"
means, for a Determination Date, the excess, if any, of (a) the aggregate principal amount of Receivables on credit lines that are
designated by the Servicer for purchases of Used Vehicles on the last day of the related Collection Period,
over
(b) 20% of
the Pool Balance on the last day of that Collection Period (or a higher percentage if the Rating Agency Condition has been satisfied).
"
Void Rule 144A Note Transfer
"
has the meaning stated in Section 5.3(b) of the Indenture Supplement.
"
Yield Supplement Interest Collections
"
means, for any Collection Period for which the Supplemental Subordinated Percentage is greater than zero, the lesser of (a) the product
of Available Depositor Principal Collections,
times
, the Floating Investor Percentage and (b) the product of the Supplemental
Subordinated Percentage,
times
, the excess of (i) the initial Note Balance of the Series 2026-3 Notes over (ii) the
Series 2026-3 Excess Funding Amount on that date, in each case, for that Collection Period.
AA-
15
Exhibit A
Form of Notes
UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE
OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN ANOTHER NAME REQUESTED BY AN AUTHORIZED REPRESENTATIVE
OF DTC (AND PAYMENT IS MADE TO CEDE & CO. OR TO ANOTHER ENTITY REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE OF THIS NOTE FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER OF THIS NOTE,
CEDE & CO., HAS AN INTEREST IN THIS NOTE.
[
Rule 144A Notes Only
: THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER THE SECURITIES OR
BLUE SKY LAWS OF ANY STATE OF THE UNITED STATES. THE HOLDER OF THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE), BY PURCHASING THIS NOTE
(OR A BENEFICIAL INTEREST IN THIS NOTE), AGREES FOR THE BENEFIT OF THE TRUST AND THE DEPOSITORS THAT THIS NOTE (OR A BENEFICIAL INTEREST
IN THIS NOTE) MAY BE SOLD, TRANSFERRED, ASSIGNED, PARTICIPATED, PLEDGED OR DISPOSED OF ONLY IN COMPLIANCE WITH THE SECURITIES ACT
AND OTHER APPLICABLE LAWS, AND ONLY (I) UNDER RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT THE HOLDER
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING
MADE UNDER RULE 144A, (II) TO THE DEPOSITOR OR ITS AFFILIATES, IN EACH CASE, ACCORDING TO ALL APPLICABLE SECURITIES LAWS OF
THE UNITED STATES AND SECURITIES AND BLUE SKY LAWS OF THE STATES OF THE UNITED STATES
.]
EACH HOLDER OF THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE) THAT
IS (I) AN "EMPLOYEE BENEFIT PLAN" THAT IS SUBJECT TO TITLE I OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED ("ERISA"), (II) A "PLAN" THAT IS SUBJECT TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS
AMENDED (THE "CODE"), (III) AN ENTITY THAT IS DEEMED TO BE HOLDING PLAN ASSETS OF ANY OF THE FOREGOING BY REASON OF SUCH
HOLDER'S INVESTMENT IN THE ENTITY WITHIN THE MEANING OF 29 C.F.R. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA
OR (IV) A PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE, LOCAL OR NON-U.S. LAW OR REGULATION THAT IS SUBSTANTIALLY SIMILAR TO TITLE
I OF ERISA OR SECTION 4975 OF THE CODE (A "SIMILAR LAW"), BY ACCEPTING THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE), IS
DEEMED TO REPRESENT THAT ITS PURCHASE, HOLDING AND DISPOSITION OF THIS NOTE (OR A BENEFICIAL INTEREST IN THIS NOTE) IS NOT AND WILL NOT
RESULT IN A NON-EXEMPT
EA-
1
PROHIBITED TRANSACTION UNDER TITLE I OF ERISA OR SECTION 4975 OF THE CODE OR A VIOLATION OF ANY SIMILAR LAW,
AS APPLICABLE.
THE
PRINCIPAL OF THIS NOTE IS
PAYABLE IN INSTALLMENTS AS STATED IN THIS NOTE. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE MAY BE LESS THAN THE AMOUNT
SHOWN ON THE FACE OF THIS NOTE.
EA-
2
Registered
$______________
1
No. [A/B/C/D]-__
CUSIP
No. [_____________]
ISIN No. [___________]
FORD CREDIT FLOORPLAN
MASTER OWNER TRUST A
SERIES 2026-3 ASSET BACKED NOTES, CLASS
[A/B/C/D]
Ford Credit Floorplan
Master Owner Trust A (the "
Trust
" or the "
Issuer
"), a Delaware statutory trust governed by the Second
Amended and Restated Trust Agreement, dated as of August 1, 2001, as amended and restated as of December 1, 2010, for value
received, promises to pay to CEDE & CO., or registered assigns, the principal sum of _______________________ Dollars, or a greater
or lesser amount as determined according to the Indenture and the Indenture Supplement (each as defined on the reverse of this Class
[A/B/C/D]
Note), on the earlier of (i) the Redemption Date under Section 7.1 of the Indenture Supplement and (ii) the October 2031
Payment Date (the "
Series 2026-3 Final Maturity Date
"), except as otherwise stated below or in the Indenture or
the Indenture Supplement. Starting on November 16, 2026 and on each following Payment Date until the principal amount of this Class [A/B/C/D]
Note is paid in full, the Issuer will pay interest on the unpaid principal amount of this Class [A/B/C/D] Note at an annual rate
equal to [__]% (the "
Class [A/B/C/D] Note Interest Rate
"), as determined under the Indenture Supplement. The Issuer
will also pay Step-Up Amounts on this Class [A/B/C/D] Note at the Step-Up Rate on the principal amount of this Class [A/B/C/D]
Note on each Payment Date following the Expected Final Payment Date. Interest and Step-Up Amounts on this Class
[A/B/C/D]
Note will start accruing from October 16, 2026 (the "
Closing Date
") and will be payable in arrears on each Payment Date,
calculated on the basis of a 360-day year consisting of twelve 30 day months. The principal of this Class [A/B/C/D] Note will be
paid in the manner stated on the reverse of this Class [A/B/C/D] Note.
The principal of
and interest, Make-Whole Payments and Step-Up Amounts on this Class
[A/B/C/D] Note are payable in currency of the United States
of America as at the time of payment is legal tender for payment of public and private debts.
Reference is made
to the terms of this Class
[A/B/C/D] Note stated on the reverse of this Class [A/B/C/D] Note, which will have the same
effect as though fully stated on the face of this Class [A/B/C/D] Note.
Unless the certificate
of authentication on this Class
[A/B/C/D] Note has been executed by or on behalf of the Indenture Trustee, by manual signature,
this Class [A/B/C/D] Note will not be entitled to any benefit under the Indenture or the Indenture Supplement referred to on the
reverse of this Class [A/B/C/D] Note, or be valid for any purpose.
1
For the Series 2026-3 Notes, except for the Rule 144A Notes, denominations of $1,000 and integral multiples of $1,000. For the Rule 144A
Notes, denominations of $100,000 and integral multiples of $1,000.
EA-
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The Issuer has caused
this Class [A/B/C/D] Note to be duly executed.
FORD CREDIT FLOORPLAN MASTER OWNER
TRUST
A, as Issuer
By:
_______________________________________________________,
not in its individual capacity, but solely as Owner
Trustee
By:
Name:
Title:
Dated: ________, _____
Indenture Trustee's
Certificate of Authentication
This is one of the
Class [A/B/C/D] Notes stated in the within-mentioned Indenture.
________________________,
not in its individual capacity, but solely as Indenture Trustee
By:
Responsible Person
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FORD CREDIT FLOORPLAN
MASTER OWNER TRUST A
SERIES 2026-3 ASSET BACKED NOTES, CLASS
[A/B/C/D]
Summary of Terms and Conditions
This Class
[A/B/C/D]
Note is one of a duly authorized issue of Notes of the Issuer, designated as the Series 2026-3 Asset Backed Notes (the "
Notes
"),
issued under the Second Amended and Restated Indenture, dated as of August 1, 2001, as amended and restated as of December 1,
2010 (as amended and supplemented, the "
Indenture
"), between the Issuer and The Bank of New York Mellon, as indenture
trustee (the "
Indenture Trustee
"), as supplemented by the Series 2026-3 Indenture Supplement, dated as of October 1, 2026 (the "
Indenture Supplement
" and, together with the Indenture, the "
Series Agreement
"), and
representing the right to receive certain payments from the Issuer. The Notes are subject to all of the terms of the Series Agreement.
All terms used in this Class [A/B/C/D] Note that are defined in the Series Agreement have the meanings stated in the Series Agreement.
In the event of any conflict or inconsistency between the Series Agreement and this Class [A/B/C/D] Note, the Series Agreement
controls.
The Class [A/B] Notes, in an initial aggregate
principal amount of $___________, the Class [B/C/D] Notes, in an initial aggregate principal amount of $_____________, and the Class [C/D]
Notes, in an initial aggregate principal amount of $_____________ will also be issued under the Series Agreement. The rights of the
holders of the [Class B/Class C and] Class D Notes to receive payments on the [Class B/Class C and] Class D
Notes are subordinate to the rights of the holders of the Class A, [Class B and Class C] Notes to receive payments as stated
in the Series Agreement.
The Noteholder, by
its acceptance of this Class
[A/B/C/D] Note, agrees that it will look solely to the property of the Issuer allocated to the
payment of the Notes for payment under this Class [A/B/C/D] Note and under the Series Agreement and that neither the Issuer
nor the Indenture Trustee is liable to the Noteholders for any amount payable under the Notes or the Series Agreement or, except
as stated in the Series Agreement, subject to any liability under the Series Agreement.
This Class
[A/B/C/D]
Note is not a summary of the Series Agreement and reference is made to the Series Agreement for the interests, rights and limitations
of rights, benefits, obligations and duties evidenced by this Class [A/B/C/D] Note, and the rights, duties and immunities of the
Indenture Trustee.
The initial Note
Balance of this Class
[A/B/C/D] Note is $______________. The Note Balance of this Class [A/B/C/D] Note on any date of
determination will be an amount equal to (a) the initial Note Balance of this Class [A/B/C/D] Note, minus (b) the aggregate
amount of principal payments made to the Noteholders of this Class [A/B/C/D] Note on or before that date.
The Expected Final
Payment Date is the October 2029 Payment Date, but principal for the Class
[A/B/C/D] Notes may be paid earlier or later under
certain circumstances stated in the Series Agreement. Payments of principal of the Notes will be payable according to the Series Agreement.
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Subject to the terms and conditions of the Series Agreement,
the Depositors may, from time to time, direct the Owner Trustee, on behalf of the Issuer, to issue one or more new Series of notes.
On each Payment Date,
the Note Paying Agent will pay to each Class
[A/B/C/D] Noteholder of record on the related Record Date (except for the final
payment for this Class [A/B/C/D] Note) that Class [A/B/C/D] Noteholder's pro rata share of the amounts held by the Note Paying
Agent that are allocated and available on that Payment Date to pay interest and principal on the Class [A/B/C/D] Notes under the
Indenture Supplement. Except as stated in the Series Agreement for a final payment, payments to the Noteholders will be made (a) (i) if
the Noteholder has given the Note Registrar appropriate instructions at least five Business Days before that Payment Date and the aggregate
original principal amount of the Noteholder's Class [A/B/C/D] Notes is at least $1,000,000, by wire transfer to the account of the
Noteholder or (ii) by check mailed first class, postage prepaid to each Noteholder (at the Noteholder's address as it appears in
the Note Register), except that for any Notes registered in the name of the nominee of the Clearing Agency, the distribution will be made
by wire transfer and (b) without presentation or surrender of any Note or the making of any notation on the Note. Final payment of
this Class [A/B/C/D] Note will be made only on presentation and surrender of this Class [A/B/C/D] Note at the office or agency
stated in the notice of final payment delivered by the Indenture Trustee to the Noteholders according to the Series Agreement.
This Class
[A/B/C/D]
Note does not represent an obligation of, or an interest in, Ford Credit Floorplan Corporation or Ford Credit Floorplan LLC (the "
Depositors
"),
Ford Motor Credit Company LLC, Ford Motor Company or any Affiliate of any of them and is not insured or guaranteed by any governmental
agency or instrumentality.
Each Noteholder, by accepting a Note, covenants
and agrees that it will not at any time start or pursue against the Issuer or the Depositors, or join in starting or pursuing against
the Issuer or the Depositors, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States federal or state bankruptcy or similar law.
Except as stated
in the Indenture Supplement, the Class
[A/B/C/D] Notes are issuable only in minimum denominations of [$1,000/$100,000] and
integral multiples of $1,000. The transfer of this Class [A/B/C/D] Note will be registered in the Note Register on surrender of this
Class [A/B/C/D] Note for registration of transfer at any office or agency maintained by the Note Registrar accompanied by a written
instrument of transfer, in a form satisfactory to the Indenture Trustee or the Note Registrar, duly executed by the Class [A/B/C/D]
Noteholder or the Noteholder's attorney, and duly authorized in writing with the signature guaranteed, and on surrender one or more new
Class [A/B/C/D] Notes in any authorized denominations of like aggregate principal amount will be issued to the designated transferee
or transferees.
As stated in the
Series Agreement and subject to certain limitations forth in the Series Agreement, Class
[A/B/C/D] Notes are exchangeable
for new Class [A/B/C/D] Notes in any authorized denominations and of like aggregate principal amount, on surrender of the Notes to
be exchanged at the office or agency of the Note Registrar. No service charge may be imposed for
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6
the exchange but the Issuer or Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the exchange.
The Issuer, the Depositors,
the Indenture Trustee and any agent of the Issuer, the Depositors or the Indenture Trustee will treat the person in whose name this Class
[A/B/C/D]
Note is registered as the owner of this Class [A/B/C/D] Note for all purposes, and none of the Issuer, the Depositors, the Indenture
Trustee or any agent of the Issuer, the Depositors or the Indenture Trustee will be affected by notice to the contrary.
The holder of this
Class
[A/B/C/D] Note, by its acceptance of this Class [A/B/C/D] Note, and the owner of a beneficial interest in this
Class [A/B/C/D] Note, by its acceptance of a beneficial interest, covenant and agree that (a) they will not at any time start
or pursue against the Issuer or the Depositors, or join in starting or pursuing against the Issuer or the Depositors, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings under any United States federal or state bankruptcy
or similar law in connection with any obligations relating to the Notes, the Indenture, the Indenture Supplement or any of the other related
transaction documents and (b) if any Depositor becomes a debtor or debtor in possession in a case under any applicable United States
federal or state bankruptcy, insolvency or other similar law now or later in effect or subject to any insolvency, reorganization, liquidation,
rehabilitation or other similar proceedings, any claim that the holders of the Notes of any Series may have at any time against the
Issuer's assets allocated according to the Indenture to any Series unrelated to the Notes, and any claim that the holders of the
Notes have at any time against the Depositors that they may seek to enforce against the Issuer's assets allocated to any unrelated Series,
will be subordinate to the payment in full (including post-petition interest) of the claims of the holders of any Notes of the unrelated
Series and of the holders of any other notes, bonds, contracts or other obligations relating to the unrelated Series.
The holder of this
Class
[A/B/C/D] Note, by acceptance of this Class [A/B/C/D] Note, and each holder of a beneficial interest in this Class [A/B/C/D]
Note, agree to treat the Class [A/B/C/D] Notes as indebtedness of the Issuer for applicable United States federal, state and local
income and franchise tax purposes.
THIS CLASS
[A/B/C/D]
NOTE WILL BE GOVERNED BY AND CONSTRUED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK.
EA-
7
Assignment
Social Security or other identifying number of
assignee_____________________________
FOR VALUE RECEIVED, the undersigned sells, assigns
and transfers unto
_____________________________________
_____________________________________
_____________________________________
_____________________________________
(name and address of assignee)
the within note and all rights under the Note, and irrevocably constitutes
and appoints _________________________________________________________, attorney, to transfer the Note on the books kept for registration
of the Note, with full power of substitution in the premises.
Dated:
___________________
_________________________________________________
1
Signature Guaranteed:
1
NOTE: The signature to this assignment must correspond with the name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatsoever.
EA-
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Exhibit B
Form of Monthly Investor Report
[see attached]
EB-
1
Ford Credit Floorplan Master Owner Trust A
Monthly Investor Report
Collection
Period
__/__/20__
- __/__/20__
Determination
Date
__/__/20__
Payment
Date
__/__/20__
Additional information about the structure, cash flows, defined terms
and parties for each publicly registered series of asset backed securities covered in this report can be found in the applicable prospectus
for the series, available on the SEC website
http://www.sec.gov
under registration number 333-227766
or 333-283567, as applicable, and at
https://www.ford.com/finance/investor-center/asset-backed-securitization
,
located under “Prospectuses” in the “Ford Credit Floorplan Master Owner Trust A” section.
Contents
Pages
Trust Summary
# #
Series 20__–_ Summary
#
#
Page
1
Ford Credit Floorplan Master Owner Trust A
Monthly Investor Report
Collection
Period
__/__/20__
- __/__/20__
Determination
Date
__/__/20__
Payment
Date
__/__/20__
Trust Summary
I.         Principal Receivables
Trust Total
A.    Beginning Adjusted Pool Balance
$
B.    Principal Collections
$
C.    Principal Adjustments
$
D.    Principal Reduction Redesignated Accounts
$
E.    Defaulted Receivables
$
F.    New Principal Receivables
$
G.    Principal Increase Additional Accounts
$
H.    Net Deposits / (Withdrawals) to the Excess Funding Account
$
Ending
Adjusted Pool Balance (A B C D E + F + G + H)
$
Monthly Principal Payment Rate
%
II.       Interest Collections
Trust Total
Gross Interest Collections
$
[Yield Supplement Interest Collections for each Series]
$
Interest Adjustments
$
Recoveries
$
Interest Earned on Collection Account
$
Interest Earned on Excess Funding Account
$
Interest Earned on Backup Servicer Reserve Account
$
Interest
Collections
$
Memo:  Annualized Yield
%
III.      Principal Collections
Trust Total
Principal Collections
$
IV.    Series Balances
Series
Beginning of Period
Adjusted Invested
Amount
Increase/
(Decrease)
End of Period
Adjusted Invested
Amount
Increase/
(Decrease)
Payment Date
Adjusted Invested
Amount
20__–_
$
$
$
$
$
Depositors Amount:
$
$
Total:
$
$
Page
2
Ford Credit Floorplan Master Owner Trust A
Monthly Investor Report
Collection
Period
__/__/20__
- __/__/20__
Determination
Date
__/__/20__
Payment
Date
__/__/20__
V.    Principal and Interest Allocations
Series
Floating Investor %
Investor Principal
Collections
Investor Interest
Collections
20__-_
%
$
$
Depositors %
%
$
$
%
$
$
Memo
Excess
Depositor %
%
Excess Depositor
Collection
$
$
Depositor
Servicing Fee
$
Depositor
Backup Servicing Fee
$
Page
3
Ford Credit Floorplan Master Owner Trust A
Monthly Investor Report
Collection
Period
__/__/20__
- __/__/20__
Determination
Date
__/__/20__
Payment
Date
__/__/20__
VI.    Status Accounts and Net Losses
Trust Total
Principal
Reduction Receivables relating to accounts (including Performance Impaired and other “status” accounts) that were reassigned
by the Issuer to the Depositors.
$
Status Distribution
Number of Days Since
Redesignation of Status
Account
Principal Balance in
Redesignated Status
Accounts
% of Total Principal
Balance
Number of
Redesignated Status Accounts
% of Total Number of Designated Accounts
1 - 30
-
-
-
-
31 - 60
-
-
-
-
61 - 90
-
-
-
-
91 - 120
-
-
-
-
121 - 150
-
-
-
-
151 - 180
-
-
-
-
Total
-
-
-
-
The principal amount of Receivables in “status” accounts that remain in the Trust Pool following the end of the Collection Period.
$
The principal amount of Receivables in “status” accounts as a % of Trust Pool.
%
Status Trigger ([11.1]%) Breached? Yes (Y) / No (N)
[Y/N]
Net
Losses
Current
Collection Period Loss:
#
of Dealer Accounts
Amount
Defaulted
Receivables (Charge Offs)
0
$
(Recoveries)
0
$
Net
Loss for Current Collection Period
$
Ratio
of Net Loss for Current Collection Period to Average of Period Pool Balance
%
Prior
and Current Collection Period Losses:
Ratio
of Net Loss to Average of Period Pool Balance
Third
Prior Collection Period
%
Second
Prior Collection Period
%
Prior
Collection Period
%
Current
Collection Period
%
Four
Month Average (Current and Prior Three Collection Periods)
%
VII.    Excess Funding Account
Beginning Period Balance
$
Net Deposits / (Withdrawals)
$
Ending Period Balance
$
Determination Date balance before giving effect to Payment Date Cashflows
$
Determination Date balance after giving effect to Payment Date Cashflows
$
Memo
Excess Funding Account as a % of aggregate Adjusted Invested Amount
%
Interest Earned on Excess Funding Account
$
Page
4
Ford Credit Floorplan Master Owner Trust A
Monthly Investor Report
Collection
Period
__/__/20__
- __/__/20__
Determination
Date
__/__/20__
Payment
Date
__/__/20__
VIII.    Backup Servicer Reserve Account
Trust Total
Backup Servicer Reserve Account
$
IX.    Non-Conforming Receivables
Trust Total
Ineligible Receivables
$
Dealer Overconcentration
$
Manufacturer Overconcentration (>2% of Pool Balance)
$
Used Vehicle Overconcentration a\
$
Medium and Heavy Truck Overconcentration
$
Development Dealer Overconcentration
$
Fleet Overconcentration
$
Non-Conforming Receivable Amount
$
$
Memo
Principal Receivables relating to Vehicles on Used Lines
$
Principal Receivables relating to Vehicles on Used Lines as a % of Pool Balance
%
Principal Receivables relating to AutoNation
$
Principal Receivables relating to AutoNation as a % of Pool Balance
%
Principal Receivables relating to Lithia
$
Principal Receivables relating to Lithia as a % of Pool Balance
%
Principal Receivables relating to Development Dealers
$
Principal Receivables relating to Development Dealers as a % of Pool Balance
%
Principal Receivables relating to Fleet
$
Principal Receivables relating to Fleet as a % of Pool Balance
%
Principal Receivables relating to New and Used Medium Heavy Truck Lines
$
Principal Receivables relating to New and Used Medium Heavy Truck Lines as a % of Pool Balance
%
Principal Receivables relating to Program Vehicles b\
$
Principal Receivables relating to Program Vehicles as a % of Pool Balance
%
a\  Includes
Receivables related to Vehicles on Used Lines and Program Lines
b\  Primarily
off lease Vehicles purchased by a Dealer at a Ford Credit Approved auction.
Program Lines are separate from Used Lines.
X.    Subordination and Depositor Amount as of Determination Date
Series
Subordinated
%
Subordinated
% times (Initial Note
Balance minus EFA)
(A)
Incremental
Subordinated
Amount
(B)
Required
Subordinated
Amount
(A + B)
20__-_
%
$
$
$
Series
Required
Subordinated
Amount
(C)
Required Pool %
minus 100% times
Initial Invested
Amount
(D)
Required Depositor
Amount as of
Determination Date
(C + D)
20__-_
$
$
$
Page
5
Ford Credit Floorplan Master Owner Trust A
Monthly Investor Report
Collection
Period
__/__/20__
- __/__/20__
Determination
Date
__/__/20__
Payment
Date
__/__/20__
Required Depositor Amount
$
Depositor Amount
$
Memo:  Determination Date Pool Balance
$
XI.    Redesignation Notice
If the below “Redesignated Account” box(es) has been marked “Yes”, notice is hereby given, pursuant to Section 2.8 of the Fifth Amended and Restated Sale and Servicing Agreement dated as of December 1, 2010, that the redesignation of certain Accounts and the reassignment of the Receivables and Related Security in such Accounts occurred on the Redesignation Date of [_____], and a Redesignated Account Schedule has been delivered to the Owner Trustee and the Indenture Trustee according to the Sale and Servicing Agreements.
Redesignated Accounts
Depositor
Trust
Yes
No
Ford Credit Floorplan Corporation
Ford Credit Floorplan Master Owner Trust A
¨
¨
Ford Credit Floorplan LLC
Ford Credit Floorplan Master Owner Trust A
¨
¨
XII.    Early Amortization Declarations
Yes
No
1.    Breach of covenants or agreements made in the Sale and Servicing Agreement, Indenture or Indenture Supplement and uncured for 60 days
¨
¨
2.    Failure to make any required payment or deposit under the Sale and Servicing Agreement, Indenture or Indenture Supplement and uncured for 5 Business Days
¨
¨
3.    Breach of any representation or warranty made in the Sale and Servicing Agreement, Indenture or Indenture Supplement and uncured for 60 days
¨
¨
4.    Bankruptcy, insolvency or receivership of Ford Credit, FCFMOTA or Ford
¨
¨
5.    FCFMOTA is an investment company within the meaning of the Investment Company Act of 1940
¨
¨
6.    Failure of FCF Corp or FCF LLC to convey Receivables pursuant to the Sale and Servicing Agreement and uncured for 10 days
¨
¨
7.    Available Subordinated Amount is less than the Required Subordinated Amount and uncured for 5 days
¨
¨
8.    Servicer default or an event of default with respect to the outstanding notes has occurred
¨
¨
9.    Average monthly payment rate for the past three periods is less than 21%
¨
¨
10.  Excess Funding Account Balance exceeds 70% of Outstanding Series Adjusted Invested Amounts for 3 periods
¨
¨
Memo
Additional statistical information about Ford Credit’s U.S. Dealer Floorplan portfolio and the Trust’s pool for the most recently available quarter can be found on Ford Credit’s website at https://www.ford.com/finance/investor-center/asset-backed-securitization-details, located under “Other Documents” in the “Ford Credit Floorplan Master Owner Trust A” section.
Page
6
Ford Credit Floorplan Master Owner Trust A
Monthly Investor Report
Collection
Period
__/__/20__
- __/__/20__
Determination
Date
__/__/20__
Payment
Date
__/__/20__
XIII.    Repurchase Demand Activity (Rule 15Ga 1)
[ No Activity to Report ]
Name
of
Issuing
Entity
Check
if
Regis-
tered
Name
of
Originator
Total
Assets in
ABS by
Originator
Assets
That
Were Subject of
Demand
Assets
That
Were
Repurchased or
Replaced
Assets
Pending
Repurchase or
Replacement
(within cure
period)
Demand
in
Dispute
Demand
Withdrawn
Demand
Rejected
(#)
($)
(%
of
principal
balance)
(#)
($)
(%
of
principal
balance)
(#)
($)
(%
of
principal
balance)
(#)
($)
(%
of
principal
balance)
(#)
($)
(%
of
principal
balance)
(#)
($)
(%
of
principal
balance)
(#)
($)
(%
of
principal
balance)
Wholesale
Auto Loans
Ford
Motor Credit Company LLC
Ford
Credit Floorplan Master Owner Trust A
CIK#
0000038009
Most Recent Form ABS-15G
Filed By:  Ford Motor Credit Company LLC
CIK# 0000038009
Date:  February __, 20__
Servicer Certification
This report is accurate in all material respects.
Ford Motor Credit Company LLC
/s/ [name]
[title]
Page
7
Ford Credit Floorplan Master Owner Trust A
Monthly Investor Report
Collection
Period
__/__/20__
- __/__/20__
Determination
Date
__/__/20__
Payment
Date
__/__/20__
Series 20 – Summary
I.    Origination Information
Date of Origination
__/__, 20__
Expected Final Payment Date
__/__, 20__
Final Maturity Date
__/__, 20__
Class A
Notes
Class B Notes
Class C
Notes
Class D
Notes
Original Principal Outstanding
$
$
$
$
Note Interest Rate
%
%
%
%
Total Original Principal Outstanding
$
II.    Series Allocations
Current Floating Investor %
%
Investor Principal Collections
$
Principal Default Amounts
$
Investor Interest Collections
$
III.    Collections
Interest
$
Investor Interest Collections
$
Reserve Fund Investment Proceeds
$
Principal Funding Account Investment Proceeds
$
Excess Depositor Interest/Principal Allocation
$
Available Investor Interest Collections
$
Shared Interest Collections from Excess Interest Sharing Group One
$
Available Subordination Draw
$
Reserve Fund Draw
$
Reallocated Principal Collections
$
Total Interest Amounts
$
Principal
$
Investor Principal Collections
$
Investor Default Amount, Investor Charge Off and Reallocated Principal Collections
$
Shared Principal Collections from Principal Sharing Group One (Withdrawal from EFA)
$
Reserve Fund Draw
$
Available Investor Principal Collections
$
Page
8
Ford Credit Floorplan Master Owner Trust A
Monthly Investor Report
Collection
Period
__/__/20__
- __/__/20__
Determination
Date
__/__/20__
Payment
Date
__/__/20__
IV.    Interest Calculations
Class A
Notes
Class B Notes
Class C Notes
Class D Notes
Original Principal Outstanding
$
$
$
$
Note Interest Rate
%
%
%
%
Days in Interest Period
#
#
#
#
Monthly Interest
$
$
$
$
V.    Available Investor Interest Collections Distribution Payments by Priority
Total Interest Amount
$
(1) Current Interest Plus Unpaid Interest from Prior Periods Class A Notes
$
(2) Current Interest Plus Unpaid Interest from Prior Periods Class B Notes
$
(3) Current Interest Plus Unpaid Interest from Prior Periods Class C Notes
$
(4) Current Interest Plus Unpaid Interest from Prior Periods Class D Notes
$
(5) Trustee and Other Fees/Expenses
$
(6) Current and past due Back up Servicing Fee or Servicing Fee if Ford Credit is no longer Servicer
$
(7) Investor Default Amount, to be added to Principal Collections
$
(8) Replenish Reserve Fund
$
(9) Investor Chargeoffs not previously reimbursed, to be added to Principal Collections
$
(10) Reallocated Principal Collections not previously reimbursed, to be added to Principal Collections
$
(11) Servicing Fees due Ford Credit
$
(12) Required Subordination Shortfall to be sent to holders of Depositor Interest
$
(13) Make-Whole Payments and Accrued Step-Up Amounts Due
$
(14) Additional Trustee and Other Fees/Expenses
$
(15) Other Amounts due to Back up Servicer or Successor Servicer
$
(16) Shared with other series in Excess Interest Sharing Group One
$
(17) To the Depositor's Interest Account, remaining amounts to Holders of Depositor Interest
$
VI.    Available Investor Principal Collections Distribution Payments by Priority
Available Investor Principal Collections
$
Deposit to Principal Funding Account
$
Shared with other series in Principal Sharing Group One
$
Remainder released to holders of Depositor Interest
$
VII.   Subordination and Participation
Subordination %
%
Incremental Subordinated Amount
$
Required Subordinated Amount
$
Required Pool % minus 100% times Initial Invested Amount
$
Required Depositor Amount Series 20__-_
$
Page
9
Ford Credit Floorplan Master Owner
Trust A
Monthly Investor Report
Collection
Period
__/__/20__
- __/__/20__
Determination
Date
__/__/20__
Payment
Date
__/__/20__
VIII.  Distribution to Holders of Notes
(per $1,000 denomination note)
Total Amount Allocable to Principal Class A
$
Total Amount Allocable to Interest Class A
$
Total Amount Distributed Class A
$
Total Amount Allocable to Principal Class B
$
Total Amount Allocable to Interest Class B
$
Total Amount Distributed Class B
$
Total Amount Allocable to Principal Class C
$
Total Amount Allocable to Interest Class C
$
Total Amount Distributed Class C
$
Total Amount Allocable to Principal Class D
$
Total Amount Allocable to Interest Class D
$
Total Amount Distributed Class D
$
IX.   Reserve
Fund
Beginning
of Collection Period Balance
$
Reserve
Fund Draw
$
Increases/(Decreases)
$
End
of Collection Period Balance
$
Increases/(Decreases)
$
Payment
Date Balance
$
X.    Credit
Risk Retention
As
of the Determination Date, Ford Motor Credit Company LLC, through the Depositors, maintained a seller’s interest in the Trust
equal to at least 5% of each series of ABS interests issued by the Trust according to Regulation RR under the Securities Exchange
Act of 1934. The seller’s interest is represented by the Depositor Interest, which is required to be maintained
and made available for the Series 2__ _ Notes in an amount equal to the percentage stated below (which is the Subordinated Percentage
for the Series 2__ _ Notes) of the aggregate unpaid principal balance of the Series 2__ _ Notes:
Seller’s
Interest
%
XI.   Memo
Items
Excess
Funding Amount Series 20__-_
$
Page
10