Underwriting Agreement

each as an Underwriter

and as a Representative

of the other Underwriters named in

the Terms Annex

1.            Introduction .  Each of 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 "), propose to sell the Class A Notes (the " Notes ") described in the Terms Annex (the " Terms Annex ") that is attached as Annex A and incorporated into and made part of this agreement (this agreement including the Terms Annex, this " Agreement ").  The Notes will be registered with the Securities and Exchange Commission (the " Commission ") and will be sold to the applicable underwriters listed in the Terms Annex through the representatives (the " Representatives ") signing this Agreement on behalf of themselves and such underwriters (the Representatives and the other underwriters of the Notes, the " Underwriters ").  Other capitalized terms used and not defined in this Agreement will have the meanings given them in the Transaction Documents (defined below).  The rules of usage specified in the Transaction Documents will apply to this Agreement.

Each of the Underwriters is a financial institution appearing on the Federal Reserve Bank of New York's list of TALF Agents who are either primary dealers or broker-dealers who have been specially designated by the Federal Reserve Bank of New York (a " TALF Agent "), and may be a party to that certain Master Loan and Security Agreement among the Federal Reserve Bank of New York (the " FRBNY "), as Lender, various TALF Agents party thereto, The Bank of New York Mellon, as Administrator, and The Bank of New York Mellon, as Custodian (the " MLSA "), in connection with the Term Asset-Backed Securities Loan Facility (" TALF ").  It is expressly intended by the parties hereto that all rights, benefits and remedies of the Underwriters under this Agreement will be for the benefit of, and will be enforceable by, such Underwriter not only in such capacity but also in its capacity as a TALF Agent and as a signatory to the MLSA.

The Notes will be issued by a Delaware statutory trust (the " Trust ") identified in the Terms Annex and established under a trust agreement (the " Trust Agreement ") among the Depositors and an owner trustee and Delaware trustee (the " Owner Trustee ") identified in the Terms Annex.  The Notes will be issued pursuant to an indenture (the " Base Indenture ") and an indenture supplement (the " Indenture Supplement " and, together with the Base Indenture, the " Indenture ") between the Trust and an indenture trustee (the " Indenture Trustee ") and will be secured by a revolving pool of receivables arising in connection with the purchase and financing by various motor vehicle dealers of their new and used car and truck inventory (the " Receivables ") and the Related Security and certain monies due thereunder on or after the Series Cutoff Date identified in the Terms Annex.  The assets of the Trust also include an Interest in Other Floorplan Assets comprised of a 100% participation interest in a pool of Receivables held by Ford Credit Floorplan Master Owner Trust B (" MOTB ").  References herein to the Receivables include the Receivables held by the Trust both directly and indirectly through any participation interest.

The Receivables arising from the purchase by dealers of Ford-manufactured or -distributed vehicles (" In-Transit Receivables ") will be or have been sold by Ford Motor Company, a Delaware corporation (" Ford "), to Ford Motor Credit Company LLC, a Delaware limited liability company (" Ford Credit "), pursuant to 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 pursuant to separate receivables purchase agreements (each, a " Receivables Purchase Agreement ") between Ford Credit and FCF Corp and FCF LLC, as applicable, each as further described in the Terms Annex, and in turn transferred by the related Depositor to the Trust or MOTB and serviced for the Trust or MOTB by Ford Credit (in such capacity, the " Servicer ") pursuant to separate transfer and servicing agreements (each, a " Transfer and Servicing Agreement "), each as further described in the Terms Annex.  A back-up servicer will perform back-up servicing functions pursuant to a back-up servicing agreement (the "Back-up Servicing Agreement"), as described in the Terms Annex.  Ford Credit will also act as administrator for the Trust pursuant to an administration agreement (the " Administration Agreement ") among Ford Credit, the Trust and the Indenture Trustee.

The Trust Agreement, the Sale and Assignment Agreement, the Receivables Purchase Agreements, the Transfer and Servicing Agreements, the Back-up Servicing Agreement, the Indenture and the Administration 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 have prepared and filed with the Commission under the Securities Act of 1933, as amended (the " Securities Act "), and the rules and regulations of the Commission under the Securities Act (the " Rules and Regulations "), a registration statement on Form S-3 (having the registration number stated in the Terms Annex), including a form of prospectus and all amendments that are required as of the date of this Agreement relating to the Notes and the offering of notes from time to time in accordance with Rule 415 under the Securities Act.  The registration statement, as amended, has been declared effective by the Commission.  Such registration statement, as amended at the time of effectiveness, including all material incorporated by reference therein, is referred to in this Agreement as the " Registration Statement ."  The Depositors also have filed with, or will file with, the Commission pursuant to Rule 424(b) (" Rule 424(b) ") under the Securities Act a prospectus supplement relating to the Notes (the " Prospectus Supplement ").  The prospectus relating to the Notes in the form first required to be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the " Base Prospectus ," and the Base Prospectus as supplemented by the Prospectus Supplement required to

be filed to satisfy the condition set forth in Rule 172(c) under the Securities Act is referred to as the " Prospectus ."  Any reference in this Agreement to the Registration Statement, any preliminary prospectus used in connection with the offering of the Notes described in the Terms Annex (the " Preliminary Prospectus ") or the Prospectus will be deemed to refer to and include any exhibits thereto and any documents incorporated by reference therein, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or Prospectus, as the case may be.

At or prior to 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 Notes, which time will be specified in the Terms Annex (such time, the " Time of Sale "), the Depositors have prepared the Preliminary Prospectus and the information (including any "free-writing prospectus," as defined pursuant to 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, subsequent to the initial Time of Sale, the Depositors and the Representatives determine that such 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 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 the time of entry (prior to the Closing Date) into the first new Contract of Sale, including any information that corrects such material misstatements or omissions (such new information, the " Corrective Information ") and the Terms Annex will be deemed to be amended to include such Corrective Information in the Time of Sale Information.  Notwithstanding the foregoing, for the purposes of Section 7 hereof, in the event that 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 such initial Contract of Sale and " Time of Sale Information " with respect to Notes to be purchased by such investor will refer to information available to such purchaser at the time of entry into such initial Contract of Sale.

2.            Representations and Warranties of the Depositors .  Each Depositor represents and warrants to and agrees with the Underwriters that, as of the date of this Agreement:

(a)            Registration Statement and Prospectus .  The Registration Statement has been declared effective by the Commission under the Securities Act; no stop order suspending the effectiveness of the Registration Statement has been issued by the Commission and no proceeding for that purpose has been instituted or, to the knowledge of such Depositor, threatened by the Commission, and the Registration Statement and the Prospectus and any amendment thereto, at the time the Registration Statement became effective and as of the Time of Sale complied, and as of the date of the Prospectus Supplement will comply, in all material respects with the Securities Act and the 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, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and as of the date of the Prospectus and any amendment or supplement thereto and on the date of this Agreement, the Prospectus will not contain any untrue statement of a material fact or omit 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; provided that such Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information relating to

any Underwriter furnished to Ford Credit or such Depositor in writing by such Underwriter through the Representatives expressly for use in the Registration Statement and the Prospectus and any amendment or supplement thereto; and the conditions to the use by such Depositor of a registration statement on Form S-3 under the Securities Act, as set forth in the General Instructions to Form S-3, have been satisfied with respect to the Registration Statement and the Prospectus.  When the Indenture is executed by all the parties to the Indenture, it will conform in all material respects with the Trust Indenture Act of 1939, as amended (the " TIA "), and at all times thereafter will be duly qualified under the TIA.

(b)            Time of Sale Information .  The Time of Sale Information, at the Time of Sale did not, and at the Closing Date will not, contain any untrue statement of a material fact or omit 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; provided that such Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to such Depositor by an Underwriter through the Representatives expressly for use in such Time of Sale Information; provided that if subsequent to the Time of Sale but prior to or on the Closing Date such Depositor 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 light of the circumstances under which they were made not misleading, for purposes of this paragraph, Time of Sale Information will include any Corrective Information provided to the Representatives or Underwriters by such Depositor in accordance with Section 5(c).

(c)            Trust Free Writing Prospectus .  Other than the Preliminary Prospectus and the Prospectus, such 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 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 such Trust Free Writing Prospectus complied in all material respects with the Securities Act, has been filed in accordance with Section 8 (to the extent required by Rule 433 under the Securities Act) and, when taken together with the Preliminary Prospectus, such Trust Free Writing Prospectus, did not at the Time of Sale, and at the Closing Date will not, contain any untrue statements of a material fact or omit 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; provided that such Depositor makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished to such Depositor by an Underwriter through the Representatives expressly for use in such Trust Free Writing Prospectus.

(d)            Documents Incorporated by Reference .  The documents incorporated by reference in the Prospectus, when they were filed with the Commission, conformed in all material respects to the requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, the " Exchange Act "); and any further documents so filed and incorporated by reference in the Prospectus, when such documents are filed with the Commission, will conform in all material respects to the requirements of the Exchange Act and the rules and regulations thereunder.

(e)            Organization and Qualification .  In the case of FCF Corp, it is duly organized and validly existing as a corporation in good standing under the laws of the State of Delaware, and it is qualified as a foreign corporation in good standing and has obtained all

necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Transaction Documents to which it is a party.  In the case of FCF LLC, it is duly organized and validly existing as a limited liability company in good standing under the laws of the State of Delaware, and it is qualified as a foreign limited liability company in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the conduct of its activities requires such qualification, license or approval, unless the failure to obtain such qualifications, licenses or approvals would not reasonably be expected to have a material adverse effect on its ability to perform its obligations under the Transaction Documents to which it is a party.

(f)            No Conflicts and No Violation .  The consummation of the transactions contemplated by the Transaction Documents to which such Depositor is a party and the fulfillment of the terms of the Transaction Documents to which such Depositor is a party will not (i) conflict with or result in a breach of the terms or provisions of, or constitute a default under any indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument under which such Depositor is a debtor or guarantor, (ii) result in the creation or imposition of any lien, charge or encumbrance upon any of the properties or assets of such Depositor pursuant to the terms of any such indenture, mortgage, deed of trust, loan agreement, guarantee or similar agreement or instrument (other than the lien pursuant to the Transfer and Servicing Agreements), (iii) in the case of FCF Corp, violate its Certificate of Incorporation or Bylaws and, in the case of FCF LLC, violate its Certificate of Formation or Limited Liability Company Agreement, or (iv) violate any law or, to such Depositor's knowledge, any order, rule or regulation applicable to such Depositor of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over such Depositor or its properties, in each case which conflict, breach, default, lien, or violation would reasonably be expected to have a material adverse effect on such Depositor's ability to perform its obligations under the Transaction Documents to which it is a party.

(g)            Power, Authorization and Enforceability .  Such Depositor has the power and authority to execute, deliver and perform the terms of each of the Transaction Documents to which it is a party.  Such Depositor has authorized the execution, delivery and performance of the terms of this Agreement and on the Closing Date, the other Transaction Documents to which such Depositor will be a party will have been duly authorized, executed and delivered by such Depositor.  Each of the Transaction Documents to which such Depositor will be a party is the legal, valid and binding obligation of such Depositor enforceable against such Depositor, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to the enforcement of creditors' rights generally or by general equitable principles.

(h)            Conformity of Transaction Documents .  The Transaction Documents will conform to their descriptions in the Prospectus in all material respects.

(i)            Enforceability of Notes .  On the Closing Date, the Notes will have been duly executed, issued and delivered, and when authenticated by the Indenture Trustee and paid for by the Underwriters in accordance with this Agreement, will constitute valid and binding obligations of the Trust entitled to the benefits provided by the Indenture.

(j)            Representations and Warranties in the Basic Documents .  The representations and warranties of such Depositor in the Basic Documents to which it will be a party will be true and correct in all material respects as of the date specified.

(k)            Ineligible Trust .  Such Depositor is not, and on the date on which the first bona fide offer of the Notes was made was not, an "ineligible issuer," as defined in Rule 405 under the Securities Act.

(l)            Investment Company Act .  Neither of the Depositors nor the Trust is, or will, after giving effect to the issuance and sale of the Notes hereunder, be, required to be registered as an "investment company" under the Investment Company Act of 1940, as amended (the " Investment Company Act ").

(m)            TALF Information .  The Notes constitute "eligible collateral" under TALF.  The Notes and the Receivables satisfy all applicable criteria for securities relating to "auto floorplan loans" under TALF, and the Trust and Ford Credit, as Sponsor, have satisfied, or by the Closing Date will have satisfied, all applicable requirements under TALF.  The Preliminary Prospectus contains, and the Prospectus will contain, all applicable information required to be included therein under TALF.

3.            Purchase, Sale and Delivery of the Notes .  On the Closing Date, on the basis of the representations, warranties and agreements contained in this Agreement, but subject to the terms and conditions set forth in this Agreement, the Depositors agree to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Depositors, the respective principal amounts of the Notes set forth opposite such Underwriter's name in the Terms Annex.  The Notes will be purchased by the Underwriters at the purchase prices set forth in the Terms Annex.

Payment for the Notes will be made to the Depositors or to their order by wire transfer of immediately available funds at 10:00 a.m., New York City time, on the closing date specified in the Terms Annex (the " Closing Date ") or at such other time not later than seven (7) full Business Days after such specified closing date as the Representatives and the Depositors may determine.

Payment for the Notes will be made against delivery to the Representatives, for the account of the Underwriters, at the office of Dewey & LeBoeuf LLP, New York, New York, on the Closing Date.  Each of the Notes to be so delivered will be initially represented by one or more notes registered in the name of Cede & Co., the nominee of The Depository Trust Company (" DTC ").  The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and its participating members.

4.            Offering by Underwriters; Payment of Certain Costs and Expenses .

(a)           The Depositors understand that the Underwriters intend to offer the Notes for sale to the public (which may include selected dealers) upon the terms set forth in the Prospectus, in the Time of Sale Information and any Preliminary Prospectus.

(b)           The Underwriters will pay the following costs and expenses incident to the performance of their obligations under this Agreement:  (i) all Blue Sky fees and expenses as well as reasonable fees and expenses of counsel in connection with state securities law qualifications and any legal investment surveys; and (ii) the reasonable fees and expenses of counsel to the Underwriters.  Except as provided in Section 5(h) and Section 10, the Underwriters

will pay all their own costs and expenses, including the cost of printing any agreement among the Underwriters, transfer taxes on resale of the Notes by the Underwriters, and any advertising expenses in connection with any offers that the Underwriters may make.

5.            Covenants of the Depositors .  Each Depositor (and, with respect to Section 5(h) only, Ford Credit) covenants and agrees with the Underwriters:

(a)            Preparation of Offering Documents .  Immediately following the execution of this Agreement, to prepare a prospectus supplement setting forth such information from the Terms Annex and such other information as the Depositors deem appropriate.

(b)            Filing of Prospectus and any Trust Free Writing Prospectus .  If required, to transmit the Prospectus to the Commission within the applicable time period prescribed for such filings under the Rules and Regulations by a means reasonably calculated to result in a timely filing with the Commission pursuant to Rule 424(b) and subject to Section 8, file any Trust Free Writing Prospectuses to the extent required by Rule 433 under the Securities Act.

(c)            Delivery of Proposed Amendment or Supplement .  Prior to the Closing Date, to furnish the Representatives with a copy of any proposed amendment or supplement to the Registration Statement, the Prospectus or the Time of Sale Information and to give the Representatives reasonable opportunity to review such amendment or supplement before it is filed and to provide any final Corrective Information to the Representatives or such Underwriter at a time prior to the new Time of Sale reasonably calculated to allow such Underwriter to provide such Corrective Information to each investor at least 24 hours (or such lesser period as may be agreed to by the Depositors and the Representatives) prior to the new Time of Sale.

(d)            Notice to the Representatives .  Prior to the Closing Date, to advise 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 any 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 notification with respect to any suspension of the qualification of the Notes for offer and sale in any jurisdiction or the initiation or threat of any proceeding for such purpose; and to use its best efforts to prevent the issuance of any such stop order or notification and, if issued, to promptly use its best efforts to obtain its withdrawal.

(e)            Blue Sky Compliance .  To endeavor to qualify the Notes for offer and sale under the securities laws of such states as the Representatives may reasonably request and to continue such qualifications in effect so long as necessary under such laws for the distribution of such Notes; provided that such Depositor will not be required to qualify as a foreign corporation or limited liability company, as applicable, to do business, or to file a general consent to service of process in any jurisdiction; and provided further that the expense of maintaining any such qualification more than one year from the Closing Date with respect to the Notes will be at the Representatives' expense.

(f)            Delivery of Prospectus .  To furnish the Underwriters with copies of the Prospectus as amended or supplemented in such quantities as the Representatives may reasonably request 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 Notes in the six-month period following the Closing Date, and either (i) an event has occurred as a result of which the

Prospectus would include an untrue statement of a material fact or omit 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, or (ii) for any other reason it is necessary during such same period to amend or supplement the Prospectus as amended or supplemented, the Depositors agree to notify the Representatives and to prepare and furnish to the Representatives, as the Representatives may from time to time reasonably request, an amendment or a supplement to the Prospectus that will correct such statement or omission or effect such compliance.  If an Underwriter is required by law to deliver a prospectus or other offering document in connection with sales of any Notes at any time six months or more after the Closing Date, the Representatives will notify the Depositors and inquire if either clause (i) or (ii) above is applicable and, if so, upon the Representatives' request, but at the expense of such Underwriter, the Depositors will prepare and deliver to such Underwriter as many copies as the Representatives may reasonably request of an amended or supplemented prospectus or offering document complying with the Securities Act.

(g)            Earnings Statement .  To make generally available to Noteholders as soon as practicable, but in any event 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; provided that this covenant may be satisfied by posting the monthly investor report for the Trust on a publicly available website.

(h)            Payment of Costs and Expenses .  To pay or cause to be paid, jointly and severally, the following costs and expenses incident to the performance of each of their obligations hereunder:  (i) the Commission's filing fees with respect to the Notes; (ii) all fees of any rating agencies rating the Notes; (iii) all fees and expenses of the Indenture Trustee and the Owner Trustee; (iv) all reasonable fees and expenses of counsel to the Indenture Trustee; (v) all reasonable fees and expenses of counsel to the Owner Trustee; (vi) all fees and expenses of the independent accountants relating to the letters referred to in Sections 6(a) and 6(t); (vii) all fees and expenses of accountants incurred in connection with the delivery of any accountants' or auditors' reports required pursuant to the Indenture or the Transfer and Servicing Agreements or under TALF; (viii) the cost of printing any preliminary and final prospectuses provided to investors (including any amendments and supplements thereto required within six months from the Closing Date pursuant to Section 5(f)) relating to the Notes and the Registration Statement; and (ix) any other fees and expenses incurred in connection with the performance of each of their obligations hereunder.

(i)            Delivery of Reports .  From the date of this Agreement until the retirement of the Notes, or until such time as the Representatives advise the Depositors that the Underwriters have ceased to maintain a secondary market in the Notes, whichever occurs first, to deliver to the Representatives upon request to the extent 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 pursuant to Article III of the Transfer and Servicing Agreements, (ii) each certificate and the annual statements of compliance delivered to the Indenture Trustee pursuant to Article III of the Base Indenture, (iii) each material amendment to any Basic Document and (iv) each monthly investor report for the Trust.

(j)            Cooperation with Rating Agencies .  If the ratings provided with respect to the Notes by the rating agency or agencies that initially rate the Notes are conditional upon the

furnishing of documents or the taking of any other actions by the Depositors, the Depositors will furnish such documents and take any such other actions.

(k)            TALF Requirements .  For so long as any of the Notes remain outstanding, the Depositors will (i) monitor the performance of the Receivables and the Notes and will, upon determining that any statement set forth in paragraph (2) of Annex C to the Prospectus Supplement either was not correct when made or has ceased to be correct, (A) promptly notify each Underwriter of such determination, (B) notify the FRBNY and all registered holders of the Notes in writing of such determination no later than 9:00 a.m. New York City time on the fourth Business Day following such determination, and (C) issue a press release regarding such determination no later than 9:00 a.m. New York City time on the fourth Business Day following such determination, and (ii) notify the FRBNY and all registered holders of the Notes in writing of the occurrence of any Series 2009-2 Amortization Event or Trust Amortization Event.

6.            Conditions of the Obligations of the Underwriters .  The obligations of the Underwriters to purchase and pay for the Notes will be subject to the accuracy of the representations and warranties of the Depositors in this Agreement, to the accuracy of the statements of officers of Ford Credit and the Depositors made pursuant to the provisions of this Agreement, to the performance by the Depositors of their respective obligations under this Agreement and to the following additional conditions precedent:

(a)            Accountant's Letter .  On or prior to the Time of Sale and on or prior to the Closing Date, PricewaterhouseCoopers LLP (or other independent accountants reasonably acceptable to the Representatives) will have furnished to the Representatives a letter substantially in the form and substance of the draft to which the Representatives previously agreed, concerning information in the Preliminary Prospectus and the final Prospectus, respectively.

(b)            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 an Trust Free Writing Prospectus, to the extent required by Rule 433 under the Securities Act) and in accordance with Section 5(b) of this Agreement; 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 such purpose will be pending before or, to the knowledge of the Depositors, threatened by the Commission.

(c)            Officer's Certificates as to Representations and Warranties .  The Representatives will have received an officer's certificate dated the Closing Date of the Chairman of the Board, the President, an Executive Vice President, a Vice President, the Treasurer or any Assistant Treasurer of:

(i)           Ford Credit, in which such officer will state that, to his or her knowledge after reasonable investigation, the representations and warranties of the Servicer contained in each Transfer and Servicing Agreement and of Ford Credit contained in 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 such agreements in all material respects.

(ii)           Each Depositor, in which such officer will state that, to his or her knowledge after reasonable investigation, the representations and warranties of such Depositor contained in the Trust Agreement, each Transfer and Servicing Agreement and each Receivables Purchase Agreement are true and correct in all material respects, and

that such Depositor has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under such agreements in all material respects.

(d)            Officer's Certificates as to Conditions Precedent.   The Representatives will have received as of the Closing Date an officer's certificate signed by the Chairman of the Board, the President, an Executive Vice President, the Treasurer or any Assistant Treasurer of each Depositor representing and warranting that the representations and warranties of such Depositor in this Agreement are true and correct in all material respects, and that such Depositor has complied with all agreements and satisfied all conditions to be performed by it or satisfied by it under this Agreement in all material respects.

(e)            No Material Adverse Change .  Since the dates as of which information is given in the Preliminary Prospectus, as amended or supplemented, 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, otherwise than as set forth or contemplated 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 Notes on the terms and in the manner contemplated in the Prospectus.

(f)            War Out, Market Out .  Subsequent to the execution and delivery of this Agreement:

(i)           (A) 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 transaction; provided that the exercise of such judgment will take into account the availability of alternative means for settlement and the likely duration of such moratorium or disruption with the understanding that if the United States Securities and Exchange Commission or with respect to a banking moratorium, the Board of Governors of the Federal Reserve System or New York State banking authority, as applicable, has unequivocally stated prior to the Closing Date that the resumption of such systems will occur within three Business Days of the scheduled Closing Date for the Notes, the ability to settle the transaction will not be deemed to be substantially impaired and (B) 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 Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented; and

(ii)           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 such 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 or (C) any material outbreak or material escalation of 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, in the Representatives' view has caused a substantial deterioration in the price and/or value of the Notes, that in the case of clause (A), (B), (C) or (D), in the mutual reasonable determination of the Representatives and Ford Credit, the effect of any such event or circumstance makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Notes on the terms and in the manner contemplated in the Prospectus as amended or supplemented.

(g)            In-house Opinion.   Susan J. Thomas, Secretary of each of the Depositors and Ford Credit and Associate General Counsel, Global Structured Finance, of Ford Credit, or other counsel satisfactory to the Representatives in their reasonable judgment, will have furnished to the Representatives her written opinion, dated as of the Closing Date, in form satisfactory to the Representatives in their reasonable judgment, substantially to the effect that:

(i)           Ford Credit is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act, 6 Delaware Code §18-101 et seq., as amended (the " Delaware Limited Liability Company Act ").  Ford Credit is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of Ford Credit to perform its obligations under the Transaction Documents to which it is a party.

(ii)           Ford Credit has the limited liability company power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act.  Ford Credit has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite limited liability company action under the Delaware Limited Liability Company Act.  Ford Credit has duly executed and delivered each of the Transaction Documents to which it is a party under the Delaware Limited Liability Company Act.

(iii)           FCF Corp is validly existing and in good standing as a corporation under the Delaware General Corporation Law, 8 Delaware Code §101 et seq., as amended (the " Delaware General Corporation Law ").  FCF Corp is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of FCF Corp to perform its obligations under the Transaction Documents to which it is a party.

(iv)           FCF LLC is validly existing and in good standing as a limited liability company under the Delaware Limited Liability Company Act.  FCF LLC is duly qualified to transact business and is in good standing in each jurisdiction in the United States of America in which the conduct of its business or the ownership of its properties requires such qualification, unless the failure to obtain such qualification would not reasonably be expected to have a material adverse effect on the ability of FCF LLC to perform its obligations under the Transaction Documents to which it is a party.

(v)           FCF Corp has the corporate power and authority to execute, deliver and perform all its obligations under the Transaction Documents to which it is a party under the Delaware General Corporation Law.  FCF Corp has duly authorized the execution and delivery of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby by all requisite action under the Delaware General Corporation Law.  FCF Corp has du