0000950124-06-002567 Sample Contracts

SCHEDULE to the ISDA Master Agreement
Master Agreement • May 8th, 2006 • Ford Credit Floorplan LLC • Asset-backed securities • New York
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Ford Credit Floorplan Master Owner Trust __ SERIES __ FLOATING RATE ASSET BACKED NOTES INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 8th, 2006 • Ford Credit Floorplan LLC • Asset-backed securities • New York

Indemnification Agreement, dated , 20___(this “Agreement”), among Ford Motor Credit Company (the “Servicer” or “Ford Credit”), [Underwriter] and [Underwriter], in their individual capacities and as representatives (the “Representatives”) of the several underwriters (collectively, the “Underwriters”) named in Schedule I to the Underwriting Agreement (as hereinafter defined).

Ford Credit Floorplan Corporation]/[Ford Credit Floorplan LLC] Transferor Ford Credit Floorplan Master Owner Trust ___ Issuer Ford Motor Credit Company Servicer Transfer And Servicing Agreement Dated as of , 20___
Transfer and Servicing Agreement • May 8th, 2006 • Ford Credit Floorplan LLC • Asset-backed securities • New York

Transfer And Servicing Agreement, dated as of , 20___, by and among [Ford Credit Floorplan Corporation]/[Ford Credit Floorplan LLC], a [State, entity type] (“[FCF Corp]/[FCF LLC]”), as Transferor, Ford Credit Floorplan Master Owner Trust ___, a Delaware statutory trust, as Issuer, and Ford Motor Credit Company, a Delaware corporation, as Servicer.

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of FORD CREDIT FLOORPLAN LLC (a Delaware Limited Liability Company) by FORD MOTOR CREDIT COMPANY, as Member dated as of July 27, 2001
Limited Liability Company Agreement • May 8th, 2006 • Ford Credit Floorplan LLC • Asset-backed securities • Delaware

THIS AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (the “Agreement”) of FORD CREDIT FLOORPLAN LLC, a Delaware limited liability company (the “Company”), dated as of July 27, 2001, by Ford Motor Credit Company, as the sole member of the Company (the “Member”).

Ford Motor Credit Company Seller [Ford Credit Floorplan Corporation]/[Ford Credit Floorplan LLC] Buyer Receivables Purchase Agreement Dated as of , 20 Ford Credit Floorplan Master Owner Trust __
Receivables Purchase Agreement • May 8th, 2006 • Ford Credit Floorplan LLC • Asset-backed securities • New York

Receivables Purchase Agreement, dated as of , 20___, by and between Ford Motor Credit Company, a Delaware corporation, as Seller, and [Ford Credit Floorplan Corporation, a Delaware corporation (“FCF Corp”)]/[Ford Credit Floorplan LLC, a Delaware limited liability company (“FCF LLC”)], as Buyer.

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