FORM OF RECEIVABLES PURCHASE AGREEMENT

Exhibit 99.2

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 __

Table of Contents

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          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.

Recitals

          A. The Seller desires to sell to the Buyer, and the Buyer desires to purchase from the Seller, certain Receivables arising from time to time in connection with the Accounts designated hereunder and Interests in Other Floorplan Assets.

          B. Pursuant to the Transfer and Servicing Agreement, the Buyer has agreed to transfer to the Issuer all such Receivables and Interests in Other Floorplan Assets purchased by the Buyer hereunder.

          C. Pursuant to a transfer and servicing agreement among [FCF Corp]/[FCF LLC], the Issuer and the Servicer, [FCF Corp]/[FCF LLC] has also agreed to transfer to the Issuer all the receivables and interests in other floorplan assets that have been purchased by [FCF Corp]/[FCF LLC] under a separate receivables purchase agreement between it and the Seller.

          D. Pursuant to the Indenture and the Indenture Supplements, the Issuer will issue from time to time Notes secured by the Receivables and any Interests in Other Floorplan Assets.

          In consideration of the mutual covenants and agreements herein contained, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows.

Statement of Agreement

ARTICLE I

Definitions

           Section 1.01. Definitions . Whenever used in this Agreement, the following words and phrases have the following meanings, and the definitions of such terms are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.

          “ Account ” means, as of any date of determination, each Initial Account and, from and after the related Addition Date, each Additional Account and excluding, from and after the related Redesignation Date, each Redesignated Account.

          “ Account Schedule ” means the Initial Account Schedule, as the same may be from time to time supplemented by the Additional Account Schedules, amended by the Redesignated Account Schedules, supplemented or amended by the Other Floorplan Asset Schedules, or otherwise modified.

          “ Addition Date ” has the meaning specified in Section 2.05(a).

          “ Addition Notice ” has the meaning specified in Section 2.05(a).

          “ Additional Account ” means each floorplan financing account established with a Dealer pursuant to a Sales and Service Agreement or a Floorplan Financing Agreement that is designated pursuant to Section 2.05 and identified in the applicable Additional Account Schedule (it being understood, that any Dealer may have one or more floorplan financing accounts, depending on how many dealership locations the Dealer has, the number of credit lines, or both, and that all or only a portion of a Dealer’s floorplan financing accounts may be designated pursuant to said Sections).

          “ Additional Account Schedule ” has the meaning specified in Section 2.01(e)(iii).

          “ Additional Cut-Off Date ” means, with respect to Additional Accounts or Interests in Other Floorplan Assets, the day specified in the Addition Notice delivered with respect to such Additional Accounts or Interests in Other Floorplan Assets pursuant to Section 2.05(a).

          “ Adjustment Fees ” means the amounts payable by Ford to Ford Credit in connection with Ford’s assignment to Ford Credit under the Sale and Assignment Agreement of Ford’s right to receive amounts payable by a Dealer from time to time in respect of such Dealer’s purchase of New Vehicles manufactured or distributed by Ford pursuant to the related Sales and Service Agreement.

          “ Adjustment Payment ” has the meaning specified in Section 3.08(a) of the Transfer and Servicing Agreement.

          “ Affiliate ” means, with respect to any specified Person, any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

          “ Agreement ” means this Receivables Purchase Agreement, as the same may be further amended, supplemented or otherwise modified from time to time.

          “ Amortization Event ” has the meaning specified in the Indenture.

          “ Assignment ” has the meaning specified in Section 2.05(b).

          “ Business Day ” means any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in The City of New York or the State of Delaware are authorized or obligated by law, executive order or governmental decree to be closed.

          “ Buyer ” means [FCF Corp]/[FCF LLC], as buyer under this Agreement.

          “ Cash Management Agreement ” means, with respect to any Dealer, an agreement entered into between Ford Credit and such Dealer, the terms of which are governed by the Floorplan Financing Guidelines, under which such Dealer may, from time to time, (i) prepay its wholesale obligations arising under the related Floorplan Financing Agreement to Ford Credit and, (ii) request new advances from Ford Credit of amounts previously repaid by such Dealer under such Cash Management Agreement.

          “ Class ” means, with respect to any Series, any one of the classes of Notes of such Series.

          “ Closing Date ” has, with respect to any Series, the meaning specified in the related Indenture Supplement.

          “ Collections ” means, without duplication, all payments received by the Seller or the Servicer in respect of the Receivables or, if applicable, Interests in Other Floorplan Assets, in the form of cash, checks, wire transfers or any other form of payment.

          “ Collection Account ” has the meaning specified in the Indenture.

          “ Collection Period ” means, with respect to each Distribution Date, unless otherwise provided in an Indenture Supplement, the period from and including the first day of the preceding calendar month to and including the last day of such calendar month.

          “ Common Collateral ” has the meaning specified in Section 6.01(a).

          “ Common Vehicle Collateral ” has the meaning specified in Section 6.01(a).

          “ Common Non-Vehicle Collateral ” has the meaning specified in Section 6.01(a).

          “ Cut-Off Date ” means the close of business on                      , 20___.

          “ Dealer ” means a Person engaged generally in the business of purchasing Vehicles from a manufacturer or distributor thereof and holding such Vehicles for sale or lease in the ordinary course of business.

          “ Defaulted Receivable ” means each Transferred Receivable that on any date of determination:

     (a) has been charged off as uncollectible on or before such date in accordance with the Servicer’s customary and usual procedures for servicing dealer floorplan receivables that are comparable to the Receivables; or

     (b) remains outstanding and owned by the Issuer after the expiration of six consecutive calendar months from the date on which the Account giving rise to such Receivable was redesignated pursuant to Section 2.07(b) after such Account became a Performance Impaired Ineligible Account.

          “ Delaware Trustee ” means [Delaware Trustee], a Delaware [entity type], in its capacity as Delaware trustee under the Trust Agreement, its successors in interest and any successor Delaware trustee under the Trust Agreement.

          “ Designated Jurisdictions ” means the following states: [list States]. If the Transferor wishes to add Receivables arising in an Account not located in a Designated Jurisdiction, the Transferor may amend the definition of “Designated Jurisdictions” to add such jurisdictions without the prior consent of the Noteholders or any Series Enhancers; provided , the Rating Agency Condition is satisfied. In addition, in the event that (a) (i) the Indenture Trustee and the Owner Trustee receive an Opinion of Counsel from outside counsel unaffiliated with the Transferors to the effect that, due to a change in law or regulation or the interpretation of any law or regulation in any jurisdiction, the expense incurred in connection with the transfer of Receivables originated in such jurisdiction would be increased and (ii) the Administrator certifies that such expense will be increased by $1,000,000 or more and (b) the Rating Agency Condition is satisfied, the definition of “Designated Jurisdictions” will be amended without the prior consent of the Noteholders or any Series Enhancers, to remove such jurisdiction from the definition thereof.

          “ Determination Date ” means, with respect to any Distribution Date, the day that is two Business Days before such Distribution Date.

          “ Distribution Date ” means, with respect to any Series, the date specified in the related Indenture Supplement.

          “ Distribution Date Statement ” means, with respect to any Series, a report prepared by the Servicer on each Determination Date for the immediately preceding Collection Period in substantially the form set forth in the related Indenture Supplement.

          “ Eligible Account ” means each individual floorplan financing account established with a Dealer pursuant to a Sales and Service Agreement or a Floorplan Financing Agreement in the ordinary course of business that, as of the date of determination with respect thereto:

     (a) is in existence and maintained and serviced by or on behalf of the Seller;

     (b) relates to a Dealer showroom located in one of the Designated Jurisdictions;

     (c) is in favor of a Dealer in which Ford or any Affiliate of Ford does not have an equity investment exceeding ___% as determined by the Servicer on the Determination Dates occurring in January, April, July and October of each year, beginning with                      , 20___, based on information available to the Servicer as of the last day of the immediately preceding Collection Period;

     (d) is in favor of a Dealer that has not been classified by the Servicer as “status” (or comparable classification) under the Floorplan Financing Guidelines by reason of (i) such Dealer’s failure to make any principal or interest payment when due under the related Floorplan Financing Agreement or (ii) the occurrence of an Insolvency Event with respect to such Dealer; and

     (e) is an Account in respect of which no material amounts have been charged off as uncollectible at any time within the previous 24 months.

     “ Eligible Receivable ” means each Receivable that:

     (a) was originated or acquired by the Seller in the ordinary course of business and, (i) in the case of a Receivable described in clauses (a) or (b) of the definition of “Receivable,” was originated or acquired on or after                      , 20___or (ii) in the case of a Receivable relating to an Account designated on any Addition Date, was originated or acquired on or after the Eligible Receivable Origination Cut-Off Date specified in the related Addition Notice;

     (b) except for any Adjustment Fees payable by Ford, is secured by a perfected first priority interest in the related Vehicle;

     (c) is not a Fleet Receivable;

     (d) relates to an automobile or light-duty truck;

     (e) is the subject of a valid sale and assignment from the Seller to the Buyer of all the Seller’s rights and interest in such Receivable, including (i) all Related Security, (ii) all related rights under, as applicable, the Sales and Service Agreement, the Sale and Assignment Agreement and the Floorplan Financing Agreement and (iii) all related proceeds;

     (f) is created in compliance with all requirements of applicable law and pursuant to, as applicable, the Sales and Service Agreement, the Sale and Assignment Agreement or the Floorplan Financing Agreement;

     (g) as to which Ford and Ford Credit, as applicable, have obtained all material consents and governmental authorizations required to be obtained by them in connection with (i) the creation of the Receivable, the sale of the Receivable to the Buyer, the transfer of the Receivable to the Issuer and the pledge of the Receivable to the Indenture Trustee and (ii) if applicable, Ford’s performance under the related Sales and Service Agreement, Ford’s performance under the related Sale and Assignment Agreement and/or Ford Credit’s performance under the related Floorplan Financing Agreement;

     (h) as to which the Buyer and the Issuer will at all times have good and marketable title, free and clear of all Liens arising before the transfer to the Issuer or arising at any time, other than the Liens permitted under this Agreement or the other Transaction Documents;

     (i) except for any Adjustment Fees payable by Ford, will at all times be the legal and assignable payment obligation of the related Dealer, enforceable against such Dealer in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or other similar laws;

     (j) as to any Adjustment Fees payable by Ford, will at all times be the legal and assignable payment obligation of Ford, enforceable against Ford in accordance with its terms, except as enforceability may be limited by applicable bankruptcy or other similar laws;

     (k) is not subject to any right of rescission, setoff or any other defense of the related Dealer or Ford, as applicable, including defenses arising out of violations of usury laws;

     (l) as to which Ford, Ford Credit and the Buyer, as applicable, have satisfied in all material respects all of their obligations required to be satisfied by them;

     (m) as to which none of Ford, Ford Credit or the Buyer, as applicable, has taken or failed to take any action that would materially impair the rights of the Issuer or the Noteholders in the Receivable; and

     (n) constitutes either a “general intangible,” an “account,” a “payment intangible” or “tangible chattel paper,” each as defined in Article 9 of the UCC.

          “ Eligible Receivable Origination Cut-Off Date ” means, with respect to Additional Accounts or Interests in Other Floorplan Assets, the day specified in the Addition Notice delivered with respect to such Additional Accounts or Interests in Other Floorplan Assets pursuant to Section 2.06(c); provided , that such day will not be more than 60 days prior to the related Addition Date.

          “ FCF Corp ” means Ford Credit Floorplan Corporation, a Delaware corporation, and its successors.

          “ FCF LLC ” means Ford Credit Floorplan LLC, a Delaware limited liability company, and its successors.

          “ Fleet Receivables ” means all amounts shown on the Servicer’s records as amounts payable by any Dealer in connection with fleet purchases of Vehicles by such Dealer.

          “ Floorplan Financing Agreement ” means, collectively, the group of related agreements, as in effect from time to time, between and among the Seller (either as the originator of a floorplan financing account or by virtue of an assignment and assumption by the Seller from the applicable originator of such account), the Dealer with respect thereto and, in the case of New Vehicles, a Manufacturer, pursuant to which (a) the Seller agrees to extend credit to such Dealer to finance New Vehicles and/or Used Vehicles manufactured or distributed by such Manufacturer, (b) the Seller has a security interest in the specific Vehicles financed by the Seller, certain other Vehicles, certain other collateral and the proceeds thereof, (c) such Dealer agrees to repay advances made by the Seller at the time of Vehicle sale or lease and (d) the obligations of such Dealer to repay such advances is evidenced by one or more promissory notes of such Dealer.

          “ Floorplan Financing Guidelines ” means the written policies and procedures of Ford Credit, as such policies and procedures may be amended from time to time, (a) relating to

the operation of its floorplan financing business, including the written policies and procedures for determining the interest rate charged to Dealers, the other terms and conditions relating to Ford Credit’s floorplan financing accounts, the creditworthiness of Dealers and the extension of credit to Dealers, (b) relating to the maintenance of accounts and collection of receivables and (c) relating to Cash Management Agreements.

          “ Ford ” means Ford Motor Company, a Delaware corporation, and its successors.

          “ Ford Credit ” means Ford Motor Credit Company, a Delaware corporation, and its successors.

          “ Governmental Authority ” means the United States of America or any state or other political subdivision thereof and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to the government of the United States of America or any state or other political subdivision thereof having jurisdiction over the applicable Person.

          “ Indenture ” means the Indenture, dated as of                      , 20___, between the Issuer and the Indenture Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Indenture Supplement ” has the meaning specified in the Indenture.

          “ Indenture Trustee ” means [Indenture Trustee], a [State, entity type], in its capacity as indenture trustee under the Indenture, its successors in interest and any successor indenture trustee under the Indenture.

          “ Ineligible Account ” means, as of any date of determination, each Account that is not an Eligible Account on such date.

          “ Ineligible Receivable ” means, as of any date of determination, each Receivable that is not an Eligible Receivable on such date.

          “ Initial Account ” means each floorplan financing account established with a Dealer pursuant to a Sales and Service Agreement or a Floorplan Financing Agreement that is identified in the Initial Account Schedule (it being understood, that any Dealer may have one or more floorplan financing accounts, depending on how many dealership locations the Dealer has, the number of credit lines, or both, and that all or only a portion of a Dealer’s floorplan financing accounts may be designated pursuant to this Agreement).

          “ Initial Account Schedule ” has the meaning specified in Section 2.01(e)(ii).

          “ Insolvency Event ” has the meaning specified in the Indenture.

          “ Insurance Proceeds ” has the meaning specified in the Transfer and Servicing Agreement.

          “ Interest Collections ” means, without duplication, (a) all Collections of Interest Receivables owned by the Buyer, (b) if applicable, all Collections of the non-principal portion of the Buyer’s Interests in Other Floorplan Assets, (c) all interest and earnings on Eligible Investments credited to the Collection Account and the Excess Funding Account (net of losses and investment expenses) and (d) all Recoveries.

          “ Interests in Other Floorplan Assets ” means any participation interests in receivables that constitute Pooled Participation Receivables or Purchased Participation Receivables.

          “ Interest Receivables ” means, without duplication:

     (a) in connection with an Account, (i) all amounts billed and payable by the related Dealer with respect to the Receivables in such Account pursuant to the related Floorplan Financing Agreement between such Dealer and Ford Credit that constitute (x) interest and (y) other non-principal and non-interest charges, including flat charges established by Ford Credit from time to time to cover miscellaneous costs, and (ii) all Adjustment Fees described in clause (c) of the definition of “Receivable”; and

     (b) in connection with an Interest in Other Floorplan Assets, the amount described in clause (a) of this definition arising in connection with each Other Floorplan Account related to such Interest in Other Floorplan Assets.

          “ In-Transit Period ” means, with respect to any Vehicle, the period from and including the day the Vehicle is released from the factory by Ford for delivery to a Dealer to and including the day of delivery of the Vehicle to such Dealer; provided , however , that if an Invoice Amount has not yet been established for such Vehicle on the day of delivery, the In-Transit Period with respect to such Vehicle will continue to and include the day on which the Invoice Amount is established, but in no event more than 30 days following the day of delivery.

          “ Invoice Amount ” means the total amount payable by a Dealer to the Seller for a Vehicle as set forth on the Vehicle invoice issued by Ford.

          “ Issuer ” means Ford Credit Floorplan Master Owner Trust ___, the corpus of which consists of the Trust Assets.

          “ Lien ” means any mortgage, deed of trust, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, participation interest, priority or other security agreement or preferential arrangement of any kind or nature whatsoever, including any conditional sale or other title retention agreement and any financing lease having substantially the same economic effect as any of the foregoing.

          “ Manufacturer ” means, with respect to any Receivable, the manufacturer or distributor of the Vehicle relating to such Receivable.

          “ New Vehicle ” means any Vehicle that is (i) a currently untitled Vehicle, (ii) a previously titled Vehicle purchased by a Dealer at a closed auction conducted by Ford or (iii) a

Vehicle previously subject to a retail lease under one of Ford Credit’s retail lease programs that a Dealer has acquired pursuant to the Dealer’s purchase option relating to such lease.

          “ Nonfloorplan Agreement ” has the meaning specified in Section 6.01(a).

          “ Noteholder ” or “ Holder ” means the Person in whose name a Note is registered on the Note Register and, if applicable, the holder of any Bearer Note or Coupon, as the case may be, or such other Person deemed to be a “Noteholder” or “Holder” in the related Indenture Supplement.

          “ Notes ” means the Asset Backed Notes issued by the Issuer pursuant to the Indenture and the Indenture Supplements.

          “ Officer’s Certificate ” means (a) with respect to any corporation, unless otherwise specified in this Agreement, a certificate signed by the Chairman of the Board, Vice Chairman of the Board, President, any Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of such corporation and (b) with respect to any limited liability company, unless otherwise specified in this Agreement, a certificate signed by any Manager, the President, any Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary of such limited liability company.

          “ Opinion of Counsel ” means a written opinion of counsel, who may be counsel for, or an employee of, the Person providing the opinion and who is reasonably acceptable to the Indenture Trustee.

          “ Other Floorplan Account ” means each floorplan financing account established with a Dealer pursuant to a Floorplan Financing Agreement for which the related receivables are subject to an Interests in Other Floorplan Assets sold by the Seller to the Buyer hereunder (it being understood, that any Dealer may have one or more floorplan financing accounts, depending on how many dealership locations the Dealer has, the number of credit lines, or both, and that all or only a portion of a Dealer’s floorplan financing accounts may be designated pursuant to this Agreement).

          “ Other Floorplan Asset Schedule ” means, with respect to any Interests in Other Floorplan Assets, a computer file or written list specifying the identity of the related Other Floorplan Accounts (by the Dealer account number or other similar number assigned by the related seller), and the Principal Receivables arising in connection therewith as of the related Additional Cut-Off Date, as the same may be amended from time to time in connection with the designation or redesignation of Other Floorplan Accounts subject to such Interests in Other Floorplan Assets.

          “ Other Floorplan Asset Transaction Documents ” means, with respect to any Interests in Other Floorplan Assets, the agreements and other writings governing the issuance of such Interests in Other Floorplan Assets, as identified therein.

          “ Other Floorplan Assets ” means, collectively, any Pooled Participation Receivables, Purchased Participation Receivables, Syndicated Receivables, Third-Party Financed In-Transit Receivables or Third-Party Purchased Receivables.

          “ Other Floorplan Receivable ” means, in connection with an Other Floorplan Account, all amounts owing by the related Dealer that are of the type described in the definition of “Receivable,” and all agreements and other writings with respect to such Other Floorplan Account of the type described in such definition.

          “ Owner Trustee ” means [Owner Trustee], a [State, entity type], in its capacity as owner trustee under the Trust Agreement, its successors in interest and any successor owner trustee under the Trust Agreement.

          “ Performance Impaired Ineligible Account ” means an Account that is an Ineligible Account due to the failure to satisfy the condition specified in clause (d) of the definition of “Eligible Account.”

          “ Person ” means any legal person, including any individual, corporation, partnership, association, joint-stock company, limited liability company, trust, unincorporated organization, governmental entity or other entity of similar nature.

          “ Pooled Participation Receivables ” means receivables that are originated by Ford Credit under Floorplan Financing Agreements and transferred by Ford Credit, directly or indirectly, into a pool of assets existing outside of the Issuer, in which such pool Ford Credit, directly or indirectly, owns a participation interest issued under agreements similar to the Transaction Documents.

          “ Principal Collections ” means, without duplication, (a) all Collections of Principal Receivables owned by the Buyer, (b) if applicable, all Collections of the principal portion of the Buyer’s Interests in Other Floorplan Assets and (c) all amounts representing prepayments by related Dealers made pursuant to any Cash Management Agreements (excluding, in all cases, Recoveries thereof).

          “ Principal Receivables ” means, without duplication, (a) in connection with an Account, the amounts shown on the Servicer’s records as Transferred Receivables (other than amounts representing Interest Receivables) that are payable by the related Dealer under (i) the related Sales and Service Agreement that have been assigned by Ford to Ford Credit pursuant to the Sale and Assignment Agreement and (ii) the related Floorplan Financing Agreement and (b) in connection with an Interest in Other Floorplan Assets, the amount described in clause (a) of this definition arising in connection with each Other Floorplan Account related to such Interest in Other Floorplan Assets.

          “ Purchased Participation Receivables ” means receivables originated by a third party under a dealer floorplan financing agreement to which such third party is a party, which receivables are participated to Ford Credit pursuant to a participation or similar agreement between such third party and Ford Credit.

          “ Rating Agency ” means, with respect to any outstanding Series or Class, each statistical rating agency selected by the Transferor to rate the Notes of such Series or Class, unless otherwise specified in the related Indenture Supplement.

          “ Rating Agency Condition ” means, with respect to any action, that each Rating Agency has notified the Transferor, the Servicer, the Issuer and the Indenture Trustee in writing that such action will not result in a reduction or withdrawal of the then-current rating of any outstanding Series or Class rated by such Rating Agency.

          “ Reassignment ” means a Reassignment of Receivables in Redesignated Accounts, between the Seller and the Buyer, substantially in the form of Exhibit D.

          “ Receivable ” means, in connection with an Account, all amounts shown on the Servicer’s records as:

     (a) amounts payable by the related Dealer in respect of such Dealer’s purchase of a New Vehicle manufactured or distributed by Ford or its affiliates pursuant to the related Sales and Service Agreement, but only if the payment of such amounts upon delivery of such New Vehicle to such Dealer will be financed by Ford Credit pursuant to the Floorplan Financing Agreement establishing such Account;

     (b) amounts payable by the related Dealer which constitute Third-Party Financed In-Transit Receivables;

     (c) Adjustment Fees payable by Ford to Ford Credit in respect of the amounts payable, as described in clauses (a) and (b) above, that have been purchased by Ford Credit from Ford pursuant to the Sale and Assignment Agreement; and

     (d) amounts payable by the related Dealer in respect of an advance made by the Seller (including any advances requested by such Dealer from the Seller pursuant to its Cash Management Agreement) to finance such Dealer’s purchase of a Vehicle under the related Floorplan Financing Agreement;

together with, in the case of each of clauses (a), (b), (c) and (d) above, the group of agreements and other writings, as in effect from time to time, evidencing such amounts and the security interest created in connection therewith. A Receivable that becomes a Defaulted Receivable will not be shown on the Servicer’s records as amounts payable (and will cease to be included as a Receivable) on the day on which it becomes a Defaulted Receivable.

          “ Recoveries ” means, with respect to any Determination Date, all amounts received, including Insurance Proceeds, by the Servicer during the Collection Period immediately preceding such Determination Date for application against Defaulted Receivables or, if applicable, Interests in Other Floorplan Assets that have defaulted.

          “ Redesignated Account ” means a former Account that has been redesignated by the Seller pursuant to Section 2.07 and is identified in the applicable Redesignated Account Schedule.

          “ Redesignated Account Schedule ” means, with respect to any Redesignated Accounts, a computer file or written list specifying the identity of such Redesignated Accounts (by the Dealer account number assigned by the Seller), and the Principal Receivables arising in connection therewith as of the related Redesignation Date.

          “ Redesignation Date ” means the date on which Accounts are redesignated to the Seller as specified in the related Redesignation Notice.

          “ Redesignation Notice ” means the notice furnished by the Seller (or the Servicer on its behalf) in connection with the redesignation of Accounts as Redesignated Accounts pursuant to Section 2.07(b)(i).

          “ Related Security ” means (a) the security interest granted by or on behalf of the related Dealer with respect to any Transferred Receivable, including (i) a first priority perfected security interest in the related Vehicle, (ii) a perfected security interest in certain parts inventory, equipment, fixtures, service accounts or realty of such Dealer and (iii) all guarantees of such Receivable and (b) in the case of a Receivable described in clauses (a) or (b) of the definition of “Receivable,” all of the Seller’s rights, remedies, powers and privileges under the Sale and Assignment Agreement.

          “ Repurchase Price ” means, (x) with respect to any Receivable for any date on which such Receivable is to be repurchased pursuant to Section 2.03(c), an amount equal to the sum of (a) the amounts payable by the Dealer in respect thereof as reflected in the records of the Servicer as of the date of repurchase and (b) without duplication, if applicable, (i) any Adjustment Payment with respect thereto and (ii) all accrued and unpaid interest from the last date in respect of which interest on such Receivable was received by the Servicer, at a per annum rate equal to the rate charged to the Dealer under the related Floorplan Financing Agreement and (y) with respect to any Interest in Other Floorplan Assets for any date on which such Other Floorplan Assets are to be repurchased pursuant to Section 2.03(c), the sum of the Repurchase Prices of each Other Floorplan Receivable relating to such Interest in Other Floorplan Assets.

          “ Requirements of Law ” for any Person means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of an arbitrator or Governmental Authority, whether federal, state or local, in each case applicable to or binding upon such Person or to which such Person is subject.

          “ Sale and Assignment Agreement ” means the Sale and Assignment Agreement, dated as of                      , 20___, between Ford and Ford Credit pursuant to which (a) Ford sells and assigns to Ford Credit the right to receive amounts payable by a Dealer to Ford from time to time in respect of such Dealer’s purchase of New Vehicles manufactured or distributed by Ford pursuant to the related Sales and Service Agreement, (b) Ford agrees to pay Ford Credit the related Adjustment Fees in respect of such sale and assignment and (c) Ford assigns to Ford Credit the first priority perfected security interest granted to Ford by such Dealer in such New Vehicles, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Sales and Service Agreement ” means each Sales and Service Agreement, together with any related Vehicle Terms of Sale Bulletin as in effect from time to time, between a Dealer and Ford pursuant to which, among other things, such Dealer purchases from time to time Vehicles from Ford or its Affiliates, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Seller ” means Ford Credit, as seller under this Agreement.

          “ Series ” means any series of Notes issued pursuant to the Indenture and the related Indenture Supplement.

          “ Series Account ” means any deposit, trust, escrow, reserve or similar account maintained for the benefit of the Noteholders of any Series or Class, as specified in the related Indenture Supplement.

          “ Series Cut-Off Date ” has, with respect to any Series, the meaning specified in the related Indenture Supplement.

          “ Series Enhancer ” has the meaning specified in the Indenture.

          “ Servicer ” means, initially, Ford Credit, in its capacity as servicer under this Agreement and, after any Servicing Transfer, the Successor Servicer.

          “ Servicing Fee ” has the meaning specified in Section 3.02(a) of the Transfer and Servicing Agreement.

          “ Successor Servicer ” has the meaning specified in Section 6.02(a) of the Transfer and Servicing Agreement.

          “ Syndicated Receivables ” means receivables that are originated by Ford Credit under a syndicated floorplan financing arrangement between a Dealer and a group of lenders, one of which is Ford Credit.

          “ Tax Opinion ” means, with respect to any action, an Opinion of Counsel to the effect that, for United States federal income tax purposes, (a) such action will not adversely affect the tax characterization as debt of the Notes of any outstanding Series or Class that were characterized as debt at the time of their issuance, (b) such action will not cause the Issuer to be treated as an association (or publicly traded partnership) taxable as a corporation and (c) such action will not cause or constitute an event in which gain or loss would be recognized by any Noteholder.

          “ Third-Party Financed In-Transit Receivables ” means receivables representing the payment obligations of Dealers in respect of the In-Transit Period and arising from their purchases of New Vehicles of which Ford is the Manufacturer and for which Ford Credit will not be the finance source.

          “ Third-Party Purchased Receivables ” means receivables originated by a third party under a dealer floorplan financing agreement to which such third party is a party, which receivables are purchased by Ford Credit pursuant to a purchase or similar agreement between such third party and Ford Credit.

          “ Transaction Documents ” has the meaning specified in the Indenture.

          “ Transfer and Servicing Agreement ” means the Transfer and Servicing Agreement, dated as of                      , 20___, among the Transferor, the Servicer and the Issuer, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Transfer Date ” has the meaning specified in Section 2.01(a).

          “ Transferor ” means [FCF Corp]/[FCF LLC] and its successors and assigns permitted under the Transfer and Servicing Agreement.

          “ Transferor Interest ” has the meaning specified in the Indenture.

          “ Transferred Receivable ” means, with respect to any Account, each Receivable arising in connection with such Account that is (i) an Eligible Receivable or (ii) an Ineligible Receivable transferred in accordance with the provisions of Section 2.08.

          “ Trust Agreement ” means the Amended and Restated Trust Agreement relating to the Issuer, dated as of                      , 20___, among [FCF Corp], [FCF LLC], the Owner Trustee and the Delaware Trustee, as the same may be amended, supplemented or otherwise modified from time to time.

          “ Trust Assets ” has the meaning specified in the Indenture.

          “ Trust Termination Date ” has the meaning specified in the Trust Agreement.

          “ UCC ” means the Uniform Commercial Code, as amended from time to time, in effect in the applicable jurisdiction.

          “ Used Vehicle ” means any Vehicle other than a New Vehicle.

          “ Vehicle ” means an automobile, a light-, medium-, or heavy-duty truck, van or other vehicle classification used by Ford Credit from time to time.

          “ Vice President ” when used with respect to the Servicer means any vice president whether or not designated by a number or word or words added before or after the title “vice president.”

           Section 1.02. Other Definitional Provisions .

            (a) All terms used herein and not otherwise defined herein have the meanings ascribed to them in the Transfer and Servicing Agreement, the Trust Agreement, the Indenture or, with respect to any Series, the related Indenture Supplement, as applicable.

            (b) All terms defined in this Agreement have the defined meanings when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.

            (c) As used in this Agreement and in any certificate or other document made or delivered pursuant hereto or thereto, accounting terms not defined in this Agreement or

in any such certificate or other document, and accounting terms partly defined in this Agreement or in any such certificate or other document to the extent not defined, have the respective meanings given to them under generally accepted accounting principles or regulatory accounting principles, as applicable and as in effect on the date of this Agreement. To the extent that the definitions of accounting terms in this Agreement or in any such certificate or other document are inconsistent with the meanings of such terms under generally accepted accounting principles or regulatory accounting principles in the United States, the definitions contained in this Agreement or in any such certificate or other document will control.

          (d) Any reference to each Rating Agency only applies to any specific rating agency if such rating agency is then rating any outstanding Series.

          (e) Unless otherwise specified, references to any dollar amount as of any particular date mean such amount at the close of business on such day.

          (f) The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement refer to this Agreement as a whole and not to any particular provision of this Agreement. References to any subsection, Section, Schedule or Exhibit are references to subsections, Sections, Schedules and Exhibits in or to this Agreement, unless otherwise specified. The term “including” means “including without limitation.”

ARTICLE II

Sale of Receivables and Interests in Other Floorplan Assets

      Section 2.01. Sale of Receivables and Interests in Other Floorplan Assets .

          (a) By execution of this Agreement, the Seller does hereby sell, transfer, assign, set over and otherwise convey, without recourse (except as expressly provided herein), to the Buyer the following property on and as of the dates specified below:

    (i) on the first Closing Date, (A) all of its right, title and interest in, to and under each Receivable arising in connection with each Initial Account and all Related Security with respect thereto owned by the Seller at the close of business on the Cut-Off Date and (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof;

    (ii) on the applicable Addition Date, (A) all of its right, title and interest in, to and under each Transferred Receivable arising in connection with each Additional Account and all Related Security with respect thereto or any Interest in Other Floorplan Assets (including, without limitation, any security interest granted to the Seller pursuant to the terms of such Interest in Other Floorplan Assets) owned by the Seller at the close of business on the applicable Additional Cut-Off Date, and (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof; and

    (iii) on each Business Day occurring before the earlier of (x) the occurrence of an Amortization Event specified in Section 5.01(ii) of the Indenture or (y) the Trust Termination Date, on which day a new Transferred Receivable is created in connection with the Accounts (each such Business Day being a “ Transfer Date ”), (A) all of its right, title and interest in, to and under such Transferred Receivable and all Related Security with respect thereto owned by the Seller at the close of business on the applicable Transfer Date and not previously sold to the Buyer pursuant hereto and (B) all monies due or to become due and all amounts received with respect thereto and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof.

          (b) The foregoing sale, transfer, assignment, set-over and conveyance, and any subsequent sales, transfers, assignments, set-overs and conveyances of additional assets (including any Interests in Other Floorplan Assets), do not constitute, and are not intended to result in, the creation, or an assumption by the Buyer, of any obligation of the Servicer, the Seller, Ford or any other Person in connection with the Accounts, the related Receivables, the Interests in Other Floorplan Assets or under any agreement or instrument relating thereto, including any obligation to any Dealers or Ford. The foregoing sales, transfers, assignments, set-overs and conveyances are not sales, transfers, assignments, set-overs and conveyances of the Accounts; they are sales, transfers, assignments, set-overs and conveyances of the Transferred Receivables arising in connection with the Accounts.

          (c) In connection with such sales, the Seller will record and file, at its own expense, a financing statement on form UCC-1 or any other applicable form (and continuation statements when applicable) naming the Seller as “seller” and the Buyer as “buyer” thereon with respect to (i) the Transferred Receivables now existing and hereafter created for the sale of “tangible chattel paper,” “payment intangibles,” “general intangibles” or “accounts” (each as defined in the UCC) and (ii) Interests in Other Floorplan Assets for the sale of “certificated securities,” “payment intangibles” or “general intangibles” (each as defined in the UCC), meeting the requirements of applicable law in such manner and in such jurisdictions as are necessary to perfect the sale and assignment of the Transferred Receivables and the Related Security and any Interests in Other Floorplan Assets to the Buyer, and to deliver a file-stamped copy of such financing statements or other evidence of such filing to the Buyer on or before the first Closing Date, in the case of the Initial Accounts, and (if any additional filing is necessary) the applicable Addition Date, in the case of Additional Accounts or Interests in Other Floorplan Assets. The Buyer is under no obligation whatsoever to file such financing statement, or a continuation statement to such financing statement, or to make any other filing under applicable law in connection with such sales.

          (d) The Seller and the Buyer intend that all transfers of Transferred Receivables and Interests in Other Floorplan Assets under this Agreement constitute sales of such Transferred Receivables or Interests in Other Floorplan Assets and not transfers of such Transferred Receivables or Interests in Other Floorplan Assets as security for a loan. However, if the transfers of the Transferred Receivables or Interests in Other Floorplan Assets hereunder were to be characterized as transfers of security for a loan and not as sales, then (i) the Seller will have granted, and hereby grants, to the Buyer a security interest in each Transferred Receivable and the accompanying Related Security and each Interest in Other Floorplan Assets (including, without limitation, any security interest granted to the Seller pursuant to the terms of such

          Interest in Other Floorplan Assets), in each case, whether now owned or hereafter acquired, and all monies due or to become due and all amounts received with respect thereto and all proceeds (including “proceeds,” as defined in the UCC) and Recoveries thereof and (ii) this Agreement constitutes a security agreement.

          (e) In connection with such sales, at its own expense, on or before the first Closing Date, in the case of the Initial Accounts, and on or before the applicable Addition Date, in the case of Additional Accounts or Interests in Other Floorplan Assets, the Seller will:

    (i) indicate in its computer files that the Transferred Receivables arising in connection with the Accounts and the Related Security or the Interests in Other Floorplan Assets, as applicable: (A) have been sold or assigned, as the case may be, to the Buyer pursuant to this Agreement, then (B) transferred by the Buyer to the Issuer pursuant to the Transfer and Servicing Agreement and then (C) pledged by the Issuer to the Indenture Trustee for the benefit of the Noteholders and any Series Enhancers pursuant to the Indenture;

    (ii) in the case of the Initial Accounts, deliver to the Buyer a computer file or written list of such Initial Accounts specifying the identity of such Initial Accounts (by the Dealer account number assigned by the Seller) and the Principal Recei