FORD MOTOR CREDIT COMPANY SERVICER

1
EXHIBIT 4.2

FORD CREDIT AUTO RECEIVABLES CORPORATION
SELLER

FORD MOTOR CREDIT COMPANY
SERVICER

Standard Terms and Conditions of Agreement
Dated as of November 1, 1995
2

TABLE OF CONTENTS

ARTICLES I-X
RESERVED

ARTICLE XI

INTRODUCTION

Definitions

Section 11.1 Definitions . . . . . . . . . . . . . . . . XI-1
Section 11.2 Usage of Terms . . . . . . . . . . . . . . . XI-16
Section 11.3 Cutoff Date and Record Date . . . . . . . . XI-17
Section 11.4 Section References . . . . . . . . . . . . . XI-17
Section 11.5 Compliance Certificates and Opinions . . . . XI-17

ARTICLE XII

The Receivables

Section 12.1 Representations and Warranties
of Seller . . . . . . . . . . . . . . . . . XII-1
Section 12.2 Repurchase Upon Breach . . . . . . . . . . . XII-5
Section 12.3 Custody of Receivable Files . . . . . . . . XII-6
Section 12.4 Duties of Servicer as Custodian . . . . . . XII-6
Section 12.5 Instructions; Authority to Act . . . . . . . XII-7
Section 12.6 Custodian's Indemnification . . . . . . . . XII-7
Section 12.7 Effective Period and Termination . . . . . . XII-8

ARTICLE XIII

Administration and Servicing of Receivables

Section 13.1 Duties of Servicer . . . . . . . . . . . . XIII-1
Section 13.2 Collection of Receivable Payments . . . . XIII-2
Section 13.3 Realization Upon Receivables . . . . . . . XIII-2
Section 13.4 [Reserved] . . . . . . . . . . . . . . . . XIII-2
Section 13.5 Maintenance of Security Interests
in Financed Vehicles . . . . . . . . . . . XIII-2
Section 13.6 Covenants of Servicer . . . . . . . . . . XIII-3
Section 13.7 Purchase of Receivables Upon
Breach . . . . . . . . . . . . . . . . . . XIII-3
Section 13.8 Servicer Fee . . . . . . . . . . . . . . . XIII-4
Section 13.9 Servicer's Certificate . . . . . . . . . . XIII-4

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Section 13.10 Annual Statement as to Compliance;
Notice of Default . . . . . . . . . . . . XIII-5
Section 13.11 Annual Independent Certified
Public Accountant's Report . . . . . . . . XIII-5
Section 13.12 Access to Certain Documentation
and Information Regarding
Receivables . . . . . . . . . . . . . . . XIII-6
Section 13.13 Servicer Expenses . . . . . . . . . . . . XIII-6

ARTICLE XIV

Distributions; Subordination Spread Account;
Statements to Certificateholders

Section 14.1 Accounts . . . . . . . . . . . . . . . . . . XIV-1
Section 14.2 Collections . . . . . . . . . . . . . . . . XIV-3
Section 14.3 Application of Collections . . . . . . . . . XIV-4
Section 14.4 Advances . . . . . . . . . . . . . . . . . . XIV-4
Section 14.5 Additional Deposits . . . . . . . . . . . . XIV-5
Section 14.6 Distributions . . . . . . . . . . . . . . . XIV-5
Section 14.7 Subordination; Subordination
Spread Account; Priority of
Distributions . . . . . . . . . . . . . . XIV-10
Section 14.8 Net Deposits . . . . . . . . . . . . . . . XIV-15
Section 14.9 Statements to Class A
Certificateholders . . . . . . . . . . . . XIV-15

ARTICLE XV

[Intentionally Omitted]

ARTICLE XVI

The Certificates

Section 16.1 The Certificates . . . . . . . . . . . . . . XVI-1
Section 16.2 Authentication of Certificates . . . . . . . XVI-1
Section 16.3 Registration of Transfer and
Exchange of Certificates . . . . . . . . . . XVI-2
Section 16.4 Mutilated, Destroyed, Lost, or Stolen
Certificates . . . . . . . . . . . . . . . . XVI-4
Section 16.5 Persons Deemed Owners . . . . . . . . . . . XVI-4
Section 16.6 Access to List of
Certificateholders' Names

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and Addresses . . . . . . . . . . . . . . . XVI-4
Section 16.7 Maintenance of Office or Agency . . . . . . XVI-5
Section 16.8 Book-Entry Certificates . . . . . . . . . . XVI-5
Section 16.9 Notices to Clearing Agency . . . . . . . . . XVI-7
Section 16.10 Definitive Certificates . . . . . . . . . . XVI-7

ARTICLE XVII

The Seller

Section 17.1 Representations of Seller . . . . . . . . XVII-1
Section 17.2 Liability of Seller; Indemnities . . . . . XVII-3
Section 17.3 Merger or Consolidation of,
or Assumption of the Obligations
of, Seller . . . . . . . . . . . . . . . . XVII-4
Section 17.4 Limitation on Liability of Seller
and Others . . . . . . . . . . . . . . . . XVII-4
Section 17.5 Seller May Own Certificates . . . . . . . XVII-5

ARTICLE XVIII

The Servicer

Section 18.1 Representations of Servicer . . . . . . . XVIII-1
Section 18.2 Indemnities of Servicer . . . . . . . . . XVIII-3
Section 18.3 Merger or Consolidation of, or
Assumption of the Obligations of,
Servicer . . . . . . . . . . . . . . . . . XVIII-5
Section 18.4 Limitation on Liability of
Servicer and Others . . . . . . . . . . . XVIII-5
Section 18.5 Delegation of Duties . . . . . . . . . . . XVIII-6

ARTICLE XIX

Default

Section 19.1 Events of Default . . . . . . . . . . . . . XIX-1
Section 19.2 Appointment of Successor . . . . . . . . . . XIX-3
Section 19.3 Repayment of Advances . . . . . . . . . . . XIX-4
Section 19.4 Notification to Certificateholders . . . . . XIX-4
Section 19.5 Waiver of Past Defaults . . . . . . . . . . XIX-4

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ARTICLE XX

The Trustee

Section 20.1 Duties of Trustee . . . . . . . . . . . . . XX-1
Section 20.2 Trustee's Certificate . . . . . . . . . . . XX-4
Section 20.3 Trustee's Assignment of Purchased
Receivables . . . . . . . . . . . . . . . . XX-4
Section 20.4 Certain Matters Affecting Trustee . . . . . XX-4
Section 20.5 Trustee Not Liable for Certificates
or Receivables . . . . . . . . . . . . . . . XX-7
Section 20.6 Trustee May Own Certificates . . . . . . . . XX-8
Section 20.7 Trustee's Fees and Expenses . . . . . . . . XX-8
Section 20.8 Indemnity of Trustee and
Class A Agent . . . . . . . . . . . . . . . XX-9
Section 20.9 Eligibility Requirements for
Trustee . . . . . . . . . . . . . . . . . . XX-10
Section 20.10 Resignation or Removal of
Trustee . . . . . . . . . . . . . . . . . . XX-10
Section 20.11 Successor Trustee . . . . . . . . . . . . . XX-11
Section 20.12 Merger or Consolidation of Trustee . . . . . XX-12
Section 20.13 Appointment of Co-Trustee or
Separate Trustee . . . . . . . . . . . . . . XX-12
Section 20.14 Representations and Warranties
of Trustee . . . . . . . . . . . . . . . . . XX-14
Section 20.15 Tax Returns . . . . . . . . . . . . . . . . XX-15
Section 20.16 Trustee May Enforce Claims
Without Possession of
Certificates . . . . . . . . . . . . . . . . XX-15
Section 20.17 Suits for Enforcement . . . . . . . . . . . XX-15
Section 20.18 Rights of Certificateholders to
Direct Trustee . . . . . . . . . . . . . . . XX-15

ARTICLE XXI

Termination

Section 21.1 Termination of the Trust . . . . . . . . . . XXI-1
Section 21.2 Optional Purchase of All Receivables . . . . XXI-2

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ARTICLE XXII

Miscellaneous Provisions

Section 22.1 Amendment . . . . . . . . . . . . . . . . XXII-1
Section 22.2 Protection of Title to Trust . . . . . . . XXII-2
Section 22.3 Limitation on Rights of
Certificateholders . . . . . . . . . . . . XXII-5
Section 22.4 Governing Law . . . . . . . . . . . . . . XXII-7
Section 22.5 Notices . . . . . . . . . . . . . . . . . XXII-7
Section 22.6 Severability of Provisions . . . . . . . . XXII-7
Section 22.7 Assignment . . . . . . . . . . . . . . . . XXII-8
Section 22.8 Certificates Nonassessable
and Fully Paid . . . . . . . . . . . . . . XXII-8
Section 22.9 Further Assurances . . . . . . . . . . . . XXII-8
Section 22.10 No Waiver; Cumulative Remedies . . . . . . XXII-8
Section 22.11 Third-Party Beneficiaries . . . . . . . . XXII-8
Section 22.12 Actions by Certificateholders . . . . . . XXII-9

EXHIBITS

Exhibit A - Form of Class A Certificate
Exhibit B - Form of Class B Certificate
Exhibit C - Form of Depository Agreement
Exhibit D-1 - Form of Trustee's Certificate (assignment to
Seller)
Exhibit D-2 - Form of Trustee's Certificate (assignment To
Servicer)

FORD CREDIT GRANTOR TRUSTS
STANDARD TERMS AND CONDITIONS OF AGREEMENT
DATED AS OF NOVEMBER 1, 1995

INTRODUCTION

These Standard Terms and Conditions of Agreement shall be
applicable to Ford Credit Grantor Trusts formed on or after the
date hereof, with respect to which a Pooling and Servicing
Agreement incorporating by reference these Standard Terms and
Conditions of Agreement shall have been executed.

ARTICLE I THROUGH X RESERVED

ARTICLE ARTICLE XI

INTRODUCTION

Definitions

Section 11.1 Definitions. Whenever used in the Agreement
(including these Standard Terms and Conditions of Agreement), the
following words and phrases, unless the context otherwise requires,
shall have the following meanings:

"Advance" means the amount, as of the last day of a
Collection Period, which the Servicer is required to advance on
the respective Receivable pursuant to Section 14.4(a).

"Agreement" means the Pooling and Servicing Agreement
executed by the Seller, the Servicer and the Trustee as of the
Cutoff Date, into which these Standard Terms and Conditions of
Agreement shall be incorporated by reference, and all amendments
and supplements thereto.

"Amount Financed" with respect to a Receivable means
the amount advanced under the Receivable toward the purchase
price of the Financed Vehicle and any related costs.

XI-1
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"Annual Percentage Rate" or "APR" of a Receivable means
the annual rate of finance charges stated in the Receivable.

"Available Interest" means, for any Distribution Date,
the sum of the following amounts with respect to the preceding
Collection Period: (i) that portion of all collections on
Receivables allocable to interest (including amounts withdrawn
from the Payahead Account but excluding amounts deposited into
the Payahead Account, in each case to the extent allocable to
interest), (ii) Liquidation Proceeds to the extent allocable to
interest due thereon in accordance with the Servicer's customary
servicing procedures, (iii) all Advances made by the Servicer of
interest due on Receivables and all amounts advanced by the
Servicer pursuant to Section 14.4(b), and (iv) the Purchase
Amount of each Receivable that became a Purchased Receivable
during the related Collection Period to the extent attributable
to accrued interest thereon; provided, however that in
calculat ing the Available Interest the following will be excluded:
(i) amounts received on Receivables to the extent that the
Servicer has previously made an unreimbursed Advance of interest; and
(ii) Liquidation Proceeds with respect to a particular Receivable to
the extent of any unreimbursed Advances of interest.

"Available Principal" means, for any Distribution Date,
the sum of the following amounts with respect to the preceding
Collection Period: (i) that portion of all collections on
Receivables allocable to principal (including amounts withdrawn
from the Payahead Account but excluding amounts deposited into
the Payahead Account, in each case to the extent allocable to
principal), (ii) Liquidation Proceeds attributable to principal
in accordance with the Servicer's customary servicing procedures,
(iii) all Advances made by the Servicer of principal due on the
Receivables, (iv) to the extent attributable to principal, the
Purchase Amount of each Receivable that became a Purchased
Receivable during such Collection Period, and (v) partial
prepayments attributable to any refunded item included in the
Amount Financed, such as extended warranty protection plan costs,
or physical damage, credit life, disability insurance premiums, or
any partial prepayment which causes a reduction in the Obligor's
periodic payment to below the

XI-2

Scheduled Payment as of the Cutoff Date; provided, however, that
in calculating the Available Principal the following will be
excluded: (i) amounts received on Receivables to the extent that
the Servicer has previously made an unreimbursed Advance of
principal; and (ii) Liquidation with respect to a particular
Receivable to the extent of any unreimbursed Advances of
principal.

"Book-Entry Certificates" shall mean a beneficial
interest in the Class A Certificates, ownership and transfers of
which shall be made through book entries by a Clearing Agency as
described in Section 16.8.

"Business Day" means any day other than a Saturday, a
Sunday, or a day on which banking institutions or trust companies
in New York, New York shall be authorized or obligated by law,
executive order, or governmental decree to remain closed.

"Certificate" means the Class A Certificate and the
Class B Certificate.

"Certificate Account" means the account designated as
such, established and maintained pursuant to Section 14.1.

"Certificateholder" or "Holder" means the Person in
whose name the respective Certificate shall be registered in the
Certificate Register, except that, solely for the purposes of
giving any consent, waiver, request, or demand pursuant to the
Agreement, the interest evidenced by any Class A Certificate
registered in the name of the Seller, the Servicer, or any Person
controlling, controlled by, or under common control with the
Seller or the Servicer, shall not be taken into account in
determining whether the requisite percentage necessary to effect
any such consent, waiver, request, or demand shall have been
obtained; provided, that the Trustee shall not be liable for the
inclusion in any such determination of any interest evidenced by
any Class A Certificate registered in the name of any Person
controlling, controlled by, or under common control with the
Seller or the Servicer unless a Trust Officer in the Corporate
Trust Office with knowledge hereof and familiarity herewith had
actual knowledge that such Person so controlled, was controlled
by, or was under common con-

XI-3

trol with, the Seller or the Servicer, as the case may be.

"Certificate Owner" shall mean, with respect to a Book-
Entry Certificate, the Person who is the owner of such Book-Entry
Certificate, as reflected on the books of the Clearing Agency, or
on the books of a Person maintaining an account with such
Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency) and shall mean, with
respect to a Definitive Certificate, the Certificateholder.

"Certificate Register" and "Certificate Registrar" mean
the register maintained and the registrar appointed pursuant to
Section 16.3.

"Class A Agent" shall have the meaning specified in
Section 14.7.

"Class A Certificate" means any one of the Certificates
executed by the Trust and authenticated by the Trustee in
substantially the form set forth in Exhibit A hereto.

"Class A Certificate Balance" shall equal, initially,
the Class A Percentage of the Original Pool Balance and, thereafter,
shall equal the initial Class A Certificate Balance, reduced
by all amounts distributed to the Class A Certificateholders and
allocable to principal.

"Class A Certificate Factor" means, as of a Distribution
Date, a seven-digit decimal figure equal to the Class A Certificate
Balance as of the close of business on such Distribution Date
divided by the Class A Certificate Balance as of the Cutoff Date.

"Class A Distributable Amount" means on any Distribution
Date, the sum of the Class A Principal Distributable Amount
and the Class A Interest Distributable Amount.

"Class A Interest Carryover Shortfall" means, as of the
close of any Distribution Date, the excess of the Class A Interest
Distributable Amount for such Distribution Date plus any
outstanding Class A Interest Carryover Shortfall from the preceding
Distribution Date

XI-4

plus interest on such outstanding Class A Interest Carryover
Shortfall, to the extent permitted by law, at the Pass-Through
Rate from such preceding Distribution Date through the current
Distribution Date, over the amount of interest that the holders
of the Class A Certificates actually received on such current
Distribution Date.

"Class A Interest Distributable Amount" means, for any
Distribution Date, thirty (30) days of interest at the Pass-
Through Rate on the Class A Certificate Balance as of the close
of business on the last day of the preceding Collection Period.

"Class A Principal Carryover Shortfall" means, as of
the close of any Distribution Date, the excess of the Class A
Principal Distributable Amount plus any outstanding Class A
Principal Carryover Shortfall from the preceding Distribution
Date over the amount of principal that the holders of the Class A
Certificates actually received on such current Distribution Date.

"Class A Principal Distributable Amount" means, with
respect to any Distribution Date, the sum of the Class A Percentage
of: (i) the principal portion of all Scheduled Payments due
during the preceding Collection Period; (ii) the principal
portion of all prepayments in full received during the preceding
Collection Period (and certain partial prepayments relating to
rebates of extended warranty contract costs and insurance premiums
or which cause a reduction in the Obligor's periodic payment
to below the Scheduled Payment as of the Cutoff Date) (without
duplication of amounts included in clause (i) above); (iii) the
Principal Balance of each Receivable that became a Purchased
Receivable under an obligation that arose during the preceding
Collection Period (without duplication of amounts referred to in
clauses (i) and (ii) above) and (iv) the Principal Balance of
each Receivable liquidated by the Servicer during the preceding
Collection Period.

"Class B Certificate" means any one of the Certificates
executed by the Trust and authenticated by the Trustee in
substantially the form set forth in Exhibit B hereto.

"Class B Certificate Balance" shall equal, initially,
the Class B Percentage of the Original Pool

XI-5

Balance and, thereafter, shall equal the initial Class B
Certificate Balance, reduced by all amounts distributed to Class B
Certificateholders (or deposited in the Subordination Spread
Account not including the Subordination Initial Deposit) and
allocable to principal and by the Class A Principal Carryover
Shortfall and the Class B Principal Carryover Shortfall.

"Class B Distributable Amount" means, with respect to
any Distribution Date, the sum of the Class B Principal
Distributable Amount and the Class B Interest Distributable Amount.

"Class B Interest Carryover Shortfall" means, as of the
close of any Distribution Date, the excess of the Class B Interest
Distributable Amount plus any outstanding Class B Interest
Carryover Shortfall on the preceding Distribution Date over the
amount of interest that the holders of the Class B Certificates
received (including amounts deposited in the Subordination Spread
Account) on such current Distribution Date.

"Class B Interest Distributable Amount" means, with
respect to any Distribution Date, thirty (30) days of interest at
the Pass-Through Rate on the Class B Certificate Balance as of
the close of business on the last day of the preceding Collection
Period plus the excess, for each Receivable having an APR greater
than the sum of the Pass-Through Rate and the Servicing Fee Rate,
of the interest portion of the Scheduled Payment over the portion
of such interest equal to interest at the sum of the Pass-Through
Rate and the Servicing Fee Rate.

"Class B Principal Carryover Shortfall" means, as of
the close of any Distribution Date, the excess of the Class B
Principal Distributable Amount and any outstanding Class B
Principal Carryover Shortfall on the preceding Distribution Date
over the amount of principal that the holders of the Class B
Certificates received (including amounts deposited in the
Subordination Spread Amount) on such current Distribution Date.

"Class B Principal Distributable Amount" means, with
respect to any Distribution Date, the sum of the Class B Percentage
of: (i) the principal portion of all Scheduled Payments due
during the preceding Collection

▇▇-▇

▇▇

▇▇▇▇▇▇, (▇▇) the principal portion of all prepayments in full
received during the preceding Collection Period (and certain partial
prepayments relating to rebates of extended warranty contract costs
and insurance premiums or which cause a reduction in the Obligor's
periodic payment to below the Scheduled Payment as of the
Cutoff Date) (without duplication of amounts included in clause (i)
above), (iii) the Principal Balance of each Receivable that became
a Purchased Receivable under an obligation that arose during the
preceding Collection Period (without duplication of amounts included
in clauses (i) and (ii) above) and (iv) the Principal Balance of
each Receivable liquidated by the Servicer during the preceding
Collection Period.

"Clearing Agency" shall mean an organization registered
as a "clearing agency" pursuant to Section 17A of the Securities
Exchange Act of 1934, as amended.

"Clearing Agency Participant" shall mean a broker,
dealer, bank, other financial institution or other Person for
whom from time to time a Clearing Agency effects book-entry
transfers and pledges of securities deposited with the Clearing
Agency.

"Collection Account" means the account designated as
such, established and maintained pursuant to Section 14.1.

"Collection Period" means a calendar month. Any amount
stated "as of the close of business of the last day of a Collection
Period" shall give effect to the following calculations as determined
as of the end of the day on such last day: 1) all applications of
collections, 2) all current and previous Payaheads, 3) all
applications of Payahead Balances, 4) all Advances and reductions of
Outstanding Advances and 5) all distributions.

"Corporate Trust Office" means the office of the
Trustee at which its corporate trust business shall be
administered, which office at the date of the Agreement shall be
specified therein.

"Cutoff Date" means the date specified as such in the
Agreement.

XI-7

"Dealer" means the dealer who sold a Financed Vehicle
and who originated and assigned the respective Receivable to Ford
Motor Credit Company under an existing agreement between such
dealer and Ford Motor Credit Company.

"Dealer Recourse" means, with respect to a Receivable
(i) any amount paid by a Dealer or credited against a reserve
established for, or held on behalf of, a Dealer in excess of that
portion of finance charges rebated to the Obligor which is
attributable to the Dealer's participation, if any, in the
Receivable, and (ii) all recourse rights against the Dealer which
originated the Receivable and any successor Dealer.

"Definitive Certificates" shall have the meaning
specified in Section 16.8.

"Delivery" when used with respect to Subordination
Spread Account Property means:

(a) with respect to bankers' acceptances, commercial paper,
negotiable certificates of deposit and other obligations that
constitute "instruments" within the meaning of Section 9-105(1)(i) of
the UCC and are susceptible of physical delivery, transfer thereof to
the Class A Agent by physical delivery to the Class A Agent in the
State of New York indorsed to, or registered in the name of, the
Class A Agent or indorsed in blank, and, with respect to "money" as
defined in Section 1-201(24) of the UCC, delivery thereof to the
Class A Agent in the State of New York, and with respect to a
"certificated security" (as defined in Section 8-102(1)(a) of the
UCC) transfer thereof (i) by delivery of such certificated security
indorsed to, or registered in the name of, the Class A Agent or
indorsed in blank to a financial intermediary (as defined in Section
8-313(4) of the UCC) and the making by such financial intermediary of
entries on its books and records identifying such certificated
securities as belonging solely and exclusively to the Class A Agent
(acting in its capacity under Section 14.7) and the sending by such
financial intermediary of a confirmation to the Class A Agent of the
purchase of such certificated security by the Class A Agent, or (ii)
by delivery thereof to a "clearing corporation" (as defined in
section 8-102(3) of the UCC) either in bearer form, in registered
form registered to the clearing corporation or

XI-8

to a "custodian bank" (as defined in Section 8-102(4) of the
UCC) or a nominee of either of them subject to the clearing
corporations exclusive control and the making by such clearing
corporation of appropriate entries on its books reducing the
appropriate securities account of the transferor and increasing the
appropriate securities account of a financial intermediary by the
amount of such certificated security, the identification by the
clearing corporation of the certificated securities for the sole and
exclusive account of the financial intermediary, the maintenance in
the State of New York of such certificated securities by such
clearing corporation or a "custodian bank" (as defined in Section
8-102(4) of the UCC) or the nominee of either subject to the clearing
corporation's exclusive control, the indorsement thereof to the
clearing corporation or such custodian bank or a nominee of either of
them subject to the clearing corporation's exclusive control, the
sending of a confirmation to the Class A Agent by the financial
intermediary of the purchase by the Class A Agent of such securities
and the making by such financial intermediary of entries on its books
and records identifying such certificated securities as belonging
solely and exclusively to the Class A Agent (acting in its capacity
under Section 14.7) (all of the foregoing, "Physical Property"), and,
in any event, any such Physical Property in registered form shall be
in the name of the Class A Agent or its nominee; and such additional
or alternative procedures as may hereafter become appropriate to
effect the complete transfer of ownership of any such Subordination
Spread Account Property to the Class A Agent (as defined herein),
consistent with changes in applicable law or regulations or the
interpretation thereof; and

(b) with respect to any securities issued by the U.S.
Treasury, the Federal Home Loan Mortgage Corporation or by the
Federal National Mortgage Association that is a book-entry security
held through the Federal Reserve System pursuant to Federal
book-entry regulations, the following procedures, all in accordance
with applicable law, including applicable federal regulations and
Articles 8 and 9 of the UCC: book-entry registration of such
property to an appropriate book-entry account maintained with a
Federal Reserve Bank by a financial intermediary which is also a
"depositary" pursuant to applicable federal regulations and issuance
by such financial intermediary of a deposit advice or

XI-9

other written confirmation of such book-entry registration to
the Class A Agent of the purchase by the Class A Agent of such book-
entry securities; the making by such financial intermediary of
entries in its books and records identifying such book-entry security
held through the Federal Reserve System pursuant to Federal
book-entry regulations as belonging solely and exclusively to the
Class A Agent acting in its capacity under Section 14.7 and
indicating that such custodian holds such Subordination Spread
Account Property solely as agent for the Class A Agent; and such
additional or alternative procedures as may hereafter become
appropriate to effect complete transfer of ownership of any such
Subordination Spread Account Property to the Class A Agent,
consistent with changes in applicable law or regulations or the
interpretation thereof.

"Depository Agreement" means the agreement among the
Seller, the Trustee, and the initial Clearing Agency, dated as of
the date of the Agreement, substantially in the form attached
hereto as Exhibit C.

"Determination Date" means the eighth Business Day but
not later than the 10th day of each calendar month.

"Distribution Date" means, for each Collection Period,
the 15th day of the following month, or if the 15th day is not a
Business Day, the next following Business Day, commencing with
the date specified in the Agreement.

"Event of Default" means an event specified in Section
19.1.

"Financed Vehicle" means a new or used automobile or
light truck, together with all accessions thereto, securing an
Obligor's indebtedness under the respective Receivable.

"Lien" means a security interest, lien, charge, pledge,
equity, or encumbrance of any kind other than tax liens,
mechanics' liens, and any liens which attach to the respective
Receivable by operation of law.

"Liquidated Receivable" means a Receivable which, by
its terms, is in default and as to which the Servicer has
determined, in accordance with its customary

XI-10

servicing procedures, that eventual payment in full is unlikely
or has repossessed and disposed of the Financed Vehicle.

"Liquidation Proceeds" means the monies collected from
whatever source, during the respective Collection Period, on a
Liquidated Receivable, net of the sum of any amounts expended by
the Servicer for the account of the Obligor plus any amounts
required by law to be remitted to the Obligor.

"Monthly Remittance Condition" has the meaning assigned
to such term in Section 14.1(b) hereof.

"Obligor" on a Receivable means the purchaser or co-
purchasers of the Financed Vehicle or any other Person who owes
payments under the Receivable (not including any Dealer in
respect of Dealer Recourse).

"Officer's Certificate" means a certificate signed by
the chairman of the board, the president, any executive vice
president, any vice president, the treasurer, any assistant
treasurer, or the controller of the Seller or the Servicer, as
appropriate.

"Opinion of Counsel" means a written opinion of counsel
who may but need not be counsel to the Seller or Servicer, which
counsel shall be acceptable to the Trustee.

"Optional Purchase Percentage" means the percentage
specified in the Agreement.

"Original Pool Balance" means the Pool Balance as of
the Cutoff Date, as specified in the Agreement.

"Outstanding Advances" on a Receivable means the sum,
as of the close of business on the last day of a Collection
Period, of all Advances as reduced by payments as specified in
Section 14.4(a) with respect to such Receivable.

"Pass-Through Rate" means the interest rate payable to
Certificateholders, as specified in the Agreement.

XI-11

18
"Payahead" on a Receivable means the amount, as of the
close of business on the last day of a Collection Period,
specified in Section 14.3 with respect to such Receivable.

"Payahead Account" means the account designated as
such, established and maintained pursuant to Section 14.1.

"Payahead Balance" on a Receivable means the sum, as of
the close of business on the last day of a Collection Period, of
all Payaheads made by or on behalf of the Obligor with respect to
such Receivable (including any amount paid by or on behalf of the
Obligor prior to the Cutoff Date that is due on or after the
Cutoff Date and was not used to reduce the principal balance of
such Receivable), as reduced by applications of previous
Payaheads with respect to such Receivable, pursuant to Sections
14.3 and 14.4.

"Person" means any individual, corporation, estate,
partnership, joint venture, association, joint stock company,
trust, unincorporated organization, or government or any agency
or political subdivision thereof.

"Physical Property" has the meaning assigned to such
term in the definition of the term "Delivery" in this Section
11.1.

"Pool Balance" as of the close of business of the last
day of a Collection Period means the aggregate Principal Balance
of the Receivables (excluding Purchased Receivables and Liquidated
Receivables); provided, that where the Pool Balance is relevant in
determining whether the requisite percentage of Class A
Certificateholders necessary to effect any consent, waiver, request,
or demand shall have been obtained, the Pool Balance shall be deemed
to be reduced by the amount equal to the Pool Balance (without giving
effect to this provision) represented by the interests evidenced by
any Class A Certificate registered in the name of the Seller, the
Servicer, or any Person controlling, controlled by, or under common
control with the Seller or the Servicer.

XI-12

19
"Pool Factor" as of the last day of a Collection Period
means a seven-digit decimal figure equal to the Pool Balance
divided by the Original Pool Balance.

"Principal Balance" of a Receivable, as of the close of
business on the last day of a Collection Period, means the Amount
Financed minus the sum of (a) that portion of all Scheduled
Payments due on or prior to such day allocable to principal using
the actuarial or constant yield method, (b) any refunded portion
of extended warranty protection plan costs, or of physical
damage, credit life, or disability insurance premiums included in
the Amount Financed, (c) any payment of the Purchase Amount with
respect to the Receivable allocable to principal and (d) any
prepayment in full or any partial prepayments applied to reduce
the principal balance of the Receivable.

"Program" has the meaning assigned to such term in
Section 13.11 hereof.

"Purchase Amount" means the amount, as of the close of
business on the last day of a Collection Period, required to be
paid by an Obligor to prepay in full the respective Receivable
under the terms thereof (which amount shall include a full
month's interest, in the month of payment, at the Annual
Percentage Rate).

"Purchased Receivable" means a Receivable purchased as
of the close of business on the last day of respective Collection
Period by the Servicer pursuant to Section 13.7 or by the Seller
pursuant to Section 12.2.

"Realized Losses" means, the excess of the Principal
Balance of any Liquidated Receivable (as reduced by any
Payaheads) over Liquidation Proceeds to the extent allocable to
principal received in the Collection Period.

"Receivable" means any retail installment sale contract
which shall appear on Schedule A to the Agreement (which Schedule
A may be in the form of microfiche) and any amendments, modifications
or supplements to such retail installment sale contract which has
not been released by the Trustee from the Trust.

XI-13

"Receivable Files" means the documents specified in
Section 12.3.

"Record Date" means the fourteenth day of the current
calendar month; provided, however, that if Definitive Certificates
are issued pursuant to Section 16.10 hereof, subsequent to
the issuance of such Definitive Certificates the Record Date for
any Distribution Dateshall be the last day of the Collection
Period immediately preceding the month in which such Distribution
Date occurs.

"Required Deposit Rating" means the rating specified in
the Agreement.

"Residual Certificate" has the meaning assigned to such
term in Section 16.1 hereof.

"Scheduled Payment" on a Receivable means that portion
of the payment required to be made by the Obligor during the
respective Collection Period sufficient to amortize the Principal
Balance under the actuarial method over the term of the Receivable
and to provide interest at the APR.

"Seller" means Ford Credit Auto Receivables Corporation
as the seller of the Receivables under the Agreement, and each
successor to Ford Credit Auto Receivables Corporation (in the
same capacity) pursuant to Section 17.3.

"Servicer" means Ford Motor Credit Company as the
servicer of the Receivables, and each successor to Ford Motor
Credit Company (in the same capacity) pursuant to Section 18.3 or
19.2.

"Servicer Fees" means the sum of the Servicing Fee and
the Supplemental Servicing Fee.

"Servicer's Certificate" means a certificate completed
and executed by the Servicer by any executive vice president, any
vice president, the treasurer, any assistant treasurer, the
controller, or any assistant controller of the Servicer pursuant
to Section 13.9.

"Servicing Fee" means, with respect to a Collection
Period, the fee payable to the Servicer for

XI-14

services rendered during the respective Collection Period, which
shall be equal to one-twelfth of the Servicing Fee Rate multiplied
by the Pool Balance as of the first day of the Collection
Period.

"Servicing Fee Rate" means the percentage set forth in
the Agreement.

"Simple Interest Method" means the method of allocating
a fixed level payment to principal and interest, pursuant to
which the portion of such payment that is allocated to interest
is equal to the product of the fixed rate of interest multiplied
by the unpaid principal balance multiplied by the period of time
elapsed since the preceding payment of interest was made.

"Simple Interest Receivable" means any Receivable under
which the portion of a payment allocable to interest and the
portion allocable to principal is determined in accordance with
the Simple Interest Method.

"State" means any state or commonwealth of the United
States of America, or the District of Columbia.

"Subordination Initial Deposit" means the amounts, if
any, deposited into the Subordination Spread Account on the date
of initial issuance of the Certificates pursuant to Section 14.7
and specified in the Agreement.

"Subordination Spread Account" means the account
established and maintained pursuant to Section 14.7.

"Subordination Spread Account Property" has the meaning
specified in Section 14.7(a)(ii).

"Supplemental Servicing Fee" means the fee payable to
the Servicer for certain services rendered during the respective
Collection Period, determined pursuant to and defined in Section
13.8.

"Total Available Amount" shall mean, for each
Distribution Date, the sum of the Available Interest and the
Available Principal.

XI-15

"Trust" means the trust created by the Agreement, the
estate of which shall consist of the Receivables (other than
Purchased Receivables) and all monies paid thereon other than
amounts deposited or to be deposited in the Payahead Account, and
all monies due thereon, on or after the Cutoff Date; security
interests in the Financed Vehicles; funds deposited in the
Collection Account and the Certificate Account and proceeds
thereof; any property (including the right to receive Liquidation
Proceeds) that shall have secured a Receivable and that shall
have been acquired by or on behalf of the Trustee; proceeds from
claims on any physical damage, credit life, or disability insurance
policies covering Financed Vehicles or Obligors; any Dealer
Recourse; all right, title and interest of the Seller in and to
the Purchase Agreement; and the proceeds of any and all of the
foregoing.

"Trustee" means the Person acting as Trustee under the
Agreement, its successor in interest, and any successor trustee
pursuant to Section 20.11.

"Trustee Officer" means the chairman or vice-chairman
of the board of directors, the chairman or vice-chairman of the
executive committee of the board of directors, the president, any
vice president, the secretary, any assistant secretary, the
treasurer, any assistant treasurer, the cashier, any assistant
cashier, any trust officer or assistant trust officer, the
controller and any assistant controller, or any other officer of
the Trustee customarily performing functions similar to those
performed by any of the above designated officers and also means,
with respect to a particular corporate trust matter, any other
officer to whom such matter is referred because of his knowledge
of and familiarity with the particular subject.

"Trustee's Certificate" means a certificate completed
and executed by the Trustee by a Trustee Officer pursuant to
Section 20.2, substantially in the form of, in the case of
assignment to the Seller, Exhibit D-1 and in the case of an
assignment to the Servicer, Exhibit D-2.

"UCC" means the Uniform Commercial Code as in effect in
the respective jurisdiction.

XI-16

Section 11.2 Usage of Terms. With respect to
all terms in the Agreement, the singular includes the
plural and the plural the singular; words importing any
gender include the other genders; references to "writing"
include printing, typing, lithography, and other means of
reproducing words in a visible form; references to
agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered
into in accordance with their respective terms and not
prohibited by the Agreement; references to Persons
include their permitted successors and assigns; and the
term "including" means "including without limitation."

Section 11.3 Cutoff Date and Record Date. All
references to the Record Date prior to the first Record
Date in the life of the Trust shall be to the Cutoff
Date.

Section 11.4 Section References. All section
references shall be to Sections in these Standard Terms
and Conditions of Agreement.

Section 11.5 Compliance Certificates and
Opinions. Upon any application or request by the Seller
or the Servicer to the Trustee to take any action under
any provision herein, the Seller or the Servicer (as the
case may be) shall furnish to the Trustee an Officer's
Certificate stating that all conditions precedent, if
any, provided for herein relating to the proposed action
have been complied with and an Opinion of Counsel stating
that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that
in the case of any such application or request as to
which the furnishing of such documents is specifically
required by any provision of this Agreement relating to
such particular application or request, no additional
certificate or opinion need be furnished.

Every certificate or opinion with respect to
compliance with a condition or covenant provided herein
shall include:

(1) a statement that each
individual signing such certificate or opinion
has read such covenant or condition and the
definitions herein relating thereto;

XI-17
24

(2) a brief statement as
to the nature and scope of the examination or
investigation upon which the statements or
opinions contained in such certificate or
opinion are based;

(3) a statement that, in
the opinion of each such individual, he has
made such examination or investigation as is
necessary to enable him to express an informed
opinion as to whether or not such covenant or
condition has been complied with; and

(4) a statement as to
whether or not, in the opinion of each such
individual, such condition or covenant has been
complied with.

XI-18

ARTICLE XII

The Receivables

Section 12.1 Representations and Warranties of
Seller. The Seller makes the following representations
and warranties as to the Receivables on which the Trustee
relies in accepting the Receivables in trust and executing
and authenticating the Certificates. Such representations
and warranties speak as of the execution and
delivery of the Agreement, but shall survive the sale,
transfer, and assignment of the Receivables to the Trustee
and, if applicable, any subsequent assignment or transfer
pursuant to Article XV:

(i) Characteristics of Receivables.
Each Receivable (a) shall have been originated in
the United States of America by a Dealer for the
retail sale of a Financed Vehicle in the ordinary
course of such Dealer's business, shall have been
fully and properly executed by the parties thereto,
shall have been purchased by the Seller from Ford Motor
Credit Company, which in turn shall have purchased
such Receivable from such Dealer under an existing
dealer agreement with Ford Motor Credit Company, and
shall have been validly assigned by such Dealer to Ford
Motor Credit Company, which in turn shall have been
validly assigned by Ford Motor Credit Company to the
Seller in accordance with its terms, (b) shall
have created or shall create a valid, subsisting,
and enforceable first priority security
interest in favor of Ford Motor Credit Company
in the Financed Vehicle, which security interest
has been assigned by Ford Motor Credit
Company to the Seller, which in turn shall be
assignable by the Seller to the Trustee, (c)
shall contain customary and enforceable provisions
such that the rights and remedies of the
holder thereof shall be adequate for realization
against the collateral of the benefits of the security,
(d) shall provide for level monthly payments (provided
that the payment in the first or last month in the life of
the Receivable may be minimally different from the

XII-1
26

level payment) that fully amortize the Amount
Financed by maturity and yield interest at the
Annual Percentage Rate, and (e) shall provide
for, in the event that such contract is prepaid,
a prepayment that fully pays the Principal Balance.

(ii) Schedule of Receivables.
The information set forth in Schedule A to the
Agreement shall be true and correct in all
material respects as of the opening of business
on the Cutoff Date, and no selection procedures
believed to be adverse to the Certificateholders
shall have been utilized in selecting the
Receivables.

(iii) Compliance with Law.
Each Receivable and the sale of the Financed
Vehicle shall have complied at the time it was
originated or made and at the execution of the
Agreement shall comply in all material respects
with all requirements of applicable federal,
State, and local laws, and regulations thereunder,
including, without limitation, usury laws,
the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Fair Credit Reporting
Act, the Fair Debt Collection Practices
Act, the Federal Trade Commission Act, the
▇▇▇▇▇▇▇▇-▇▇▇▇ Warranty Act, the Federal Reserve
Board's Regulations B and Z, and State adaptations
of the National Consumer Act and of the
Uniform Consumer Credit Code, and other consumer
credit laws and equal credit opportunity and
disclosure laws.

(iv) Binding Obligation. Each
Receivable shall represent the genuine, legal,
valid, and binding payment obligation in writing
of the Obligor, enforceable by the holder thereof
in accordance with its terms subject to the effect
of bankruptcy, insolvency, reorganization, or
other similar laws affecting the enforcement of
creditors' rights generally.

(v) No Government Obligor.
None of the Receivables shall be due from the
United States of America or any State or from

XII-2
27

any agency, department, or instrumentality of
the United States of America or any State.

(vi) Security Interest in Financed
Vehicle. Immediately prior to the sale, assignment,
and transfer thereof, each Receivable shall be
secured by a validly perfected first security interest
in the Financed Vehicle in favor of Ford Motor
Credit Company as secured party or all necessary
and appropriate actions shall have been commenced that
would result in the valid perfection of a first security
interest in the Financed Vehicle in favor of Ford
Motor Credit Company as secured party.

(vii) Receivables in Force. No
Receivable shall have been satisfied, subordinated,
or rescinded, nor shall any Financed Vehicle have
been released from the lien granted by the related
Receivable in whole or in part.

(viii) No Waiver. No provision
of a Receivable shall have been waived.

(ix) No Defenses. No right of
rescission, setoff, counterclaim, or defense shall
have been asserted or threatened with respect to
any Receivable.

(x) No Liens. To the best of
the Seller's knowledge, no liens or claims
shall have been filed for work, labor, or materials
relating to a Financed Vehicle that shall be
liens prior to, or equal or coordinate with,
the security interest in the Financed Vehicle
granted by the Receivable.

(xi) No Default. Except for
payment defaults continuing for a period of not
more than thirty days as of the Cutoff Date, no
default, breach, violation, or event permitting
acceleration under the terms of any Receivable
shall have occurred; and no continuing condition
that with notice or the lapse of time would
constitute a default, breach, violation,
or event permitting acceleration under the

XII-3
28

terms of any Receivable shall have arisen; and
the Seller shall not waive any of the
foregoing.

(xii) Insurance. Ford Motor
Credit Company, in accordance with its
customary procedures, shall have determined that
the Obligor has obtained or agreed to obtain
physical damage insurance covering the Financed
Vehicle.

(xiii) Title. It is the
intention of the Seller that the transfer and
assignment herein contemplated constitute a sale
of the Receivables from the Seller to the Trust
and that the beneficial interest in and title
to the Receivables not be part of the Seller's
estate in the event of the filing of a
bankruptcy petition by or against the Seller
under any bankruptcy law. No Receivable has been
sold, transferred, assigned, or pledged by the
Seller to any Person other than the Trustee.
Immediately prior to the transfer and assignment
herein contemplated, the Seller had good
and marketable title to each Receivable free
and clear of all Liens, encumbrances, security
interests, and rights of others and, immediately
upon the transfer thereof, the Trustee for
the benefit of the Certificateholders shall
have good and marketable title to each
Receivable, free and clear of all Liens,
encumbrances, security interests, and rights of others;
and the transfer has been perfected under the
UCC.

(xiv) Valid Assignment. No
Receivable shall have been originated in, or
shall be subject to the laws of, any jurisdiction
under which the sale, transfer, and assignment
of such Receivable under the Agreement
or pursuant to transfers of the Certificates
shall be unlawful, void, or voidable. The
Seller has not entered into any agreement with
any account debtor that prohibits, restricts or
conditions the assignment of any portion of the
Receivables.

XII-4
29

(xv) All Filings Made. All
filings (including, without limitation, UCC
filings) necessary in any jurisdiction to give
the Trustee a first perfected ownership interest
in the Receivables shall have been made.

(xvi) Chattel Paper. Each
Receivable constitutes "chattel paper" as defined
in the UCC.

(xvii) No Simple Interest
Receivables. None of the Receivables are Simple
Interest Receivables.

(xviii) One Original. There
shall be only one original executed copy of
each Receivable.

(xix) Agreement. The
representations and warranties in the Agreement
shall be true.

Section 12.2 Repurchase Upon Breach. The
Seller, the Servicer, or the Trustee, as the case may be,
shall inform the other parties to the Agreement and Ford
Motor Credit Company promptly, in writing, upon the
discovery of any breach of the Seller's representations
and warranties pursuant to Section 12.1. Unless the
breach shall have been cured by the last day of the
second Collection Period following the discovery, the
Trustee shall enforce the obligation of the Seller under
the Purchase Agreement, and, if necessary, the Seller
shall enforce the obligation of Ford Motor Credit Company
under the Purchase Agreement, to repurchase any Receivable
materially and adversely affected by the breach as
of such last day (or, at the Seller's option, the last
day of the first Collection Period following the discovery).
In consideration of the purchase of the Receivable,
the Seller shall remit the Purchase Amount, in the
manner specified in Section 14.5. The sole remedy of the
Trustee, the Trust, or the Certificateholders with
respect to a breach of the Seller's representations and
warranties pursuant to Section 12.1 shall be to require
the Seller to repurchase Receivables pursuant to this
Section 12.2 or to enforce the obligation of Ford Motor
Credit Company to the Seller to repurchase such Receivables
pursuant to the Purchase Agreement.

XII-5
30

Section 12.3 Custody of Receivable Files. To
assure uniform quality in servicing the Receivables and
to reduce administrative costs, the Trustee, upon the
execution and delivery of the Agreement, hereby revocably
appoints the Servicer, and the Servicer hereby accepts
such appointment, to act as the agent of the Trustee as
custodian of the following documents or instruments which
are hereby constructively delivered to the Trustee with
respect to each Receivable:

(i) The original of the
Receivable.

(ii) The original credit application
fully executed by the Obligor or a photocopy thereof.

(iii) The original certificate
of title or such documents that the Servicer or
Ford Motor Credit Company shall keep on file,
in accordance with its customary procedures,
evidencing the security interest of Ford Motor
Credit Company in the Financed Vehicle.

(iv) Any and all other documents
that the Servicer or the Seller shall
keep on file, in accordance with its customary
procedures, relating to a Receivable, an Obligor,
or a Financed Vehicle.

The Servicer shall provide an Officer's Certificate
to the Trustee confirming that the Servicer has
received on behalf of the Trustee all the documents and
instruments necessary for the Servicer to act as the
agent of the Trustee for the purposes set forth in this
Section, including the documents referred to herein, and
the Trustee is hereby authorized to rely on such
Officer's Certificate.

Section 12.4 Duties of Servicer as Custodian.

(a) Safekeeping. The Servicer shall hold
the Receivable Files on behalf of the Trustee for the use
and benefit of all present and future Certificateholders,
and maintain such accurate and complete accounts, re-

XII-6
31

cords, and computer systems pertaining to each Receivable
File as shall enable the Trustee to comply with these
Standard Terms and Conditions of Agreement. In performing
its duties as custodian the Servicer shall act with
reasonable care, using that degree of skill and attention
that the Servicer exercises with respect to the receivable
files relating to all comparable automotive receivables
that the Servicer services for itself or others.
In accordance with its customary practices with respect
to its retail installment sale contracts, the Servicer
shall conduct, or cause to be conducted, periodic audits
of the Receivable Files held by it under the Agreement,
and of the related accounts, records, and computer systems,
in such a manner as shall enable the Trustee to
verify the accuracy of the Servicer's record keeping.
The Servicer shall promptly report to the Trustee any
failure on its part to hold the Receivable Files and
maintain its accounts, records, and computer systems as
herein provided and promptly take appropriate action to
remedy any such failure. Nothing herein shall be deemed
to require an initial review or any periodic review by
the Trustee of the Receivable Files.

(b) Maintenance of and Access to Records.
The Servicer shall maintain each Receivable File at one
of its offices specified in Schedule B to the Agreement,
or at such other office as shall be specified to the
Trustee by written notice not later than 90 days after
any change in location. The Servicer shall make available
to the Trustee or its duly authorized representatives,
attorneys, or auditors a list of locations of the
Receivable Files, the Receivable Files, and the related
accounts, records, and computer systems maintained by the
Servicer at such times as the Trustee shall instruct.

Section 12.5 Instructions; Authority to Act.
All instructions from the Trustee shall be in writing and
signed by a Trust Officer, and the Servicer shall be
deemed to have received proper instructions with respect
to the Receivable Files upon its receipt of such written
instructions.

Section 12.6 Custodian's Indemnification. The
Servicer as custodian shall indemnify the Trustee for any
and all liabilities, obligations, losses, compensatory
damages, payments, costs, or expenses of any kind whatsoever
that may be imposed on, incurred, or asserted

XII-7
32

against the Trustee as the result of any improper act or
omission in any way relating to the maintenance and
custody by the Servicer as custodian of the Receivable
Files; provided, however, that the Servicer shall not be
liable for any portion of any such amount resulting from
the willful misfeasance, bad faith, or negligence of the
Trustee.

Section 12.7 Effective Period and Termination.
The Servicer's appointment as custodian shall become
effective as of the Cutoff Date and shall continue in
full force and effect until terminated pursuant to this
Section 12.7. If Ford Motor Credit Company shall resign
as Servicer in accordance with the provisions of the
Agreement or if all of the rights and obligations of the
Servicer shall have been terminated under Section 19.1,
the appointment of the Servicer as custodian shall be
terminated by the Trustee, or by the Holders of Class A
Certificates evidencing not less than 25% of the Class A
Certificate Balance, in the same manner as the Trustee or
such Holders may terminate the rights and obligations of
the Servicer under Section 19.1. As soon as practicable
after any termination of such appointment, the Servicer
shall deliver the Receivable Files and the related accounts
and records maintained by the Servicer to the Trustee or
the Trustee's agent at such place or places as the Trustee
may reasonably designate.

XII-8
33

ARTICLE XIII

Administration and Servicing of Receivables

Section 13.1 Duties of Servicer. The Servicer shall manage, service,
administer, and make collections on the Receivables with reasonable care,
using that degree of skill and attention that the Servicer exercises with
respect to all comparable receivables that it services for itself or
others. The Servicer's duties shall include collection and posting of all
payments, responding to inquiries of Obligors on such Receivables,
investigating delinquencies, sending payment coupons to Obligors, reporting
tax information to Obligors, accounting for collections, furnishing monthly
and annual statements to the Trustee with respect to distributions, and
making Advances pursuant to Section 14.4. The Servicer shall follow its
customary standards, policies, and procedures in performing its duties as
Servicer. Without limiting the generality of the foregoing, the Servicer
is authorized and empowered by the Trustee to execute and deliver, on
behalf of itself, the Trust, the Certificateholders, or the Trustee or any
of them, any and all instruments of satisfaction or cancellation, or
partial or full release or discharge, and all other comparable instruments,
with respect to such Receivables or to the Financed Vehicles securing such
Receivables. If the Servicer shall commence a legal proceeding to enforce
a Receivable, the Trustee (in the case of a Receivable other than a
Purchased Receivable) shall thereupon be deemed to have automatically
assigned, solely for the purpose of collection, such Receivable to the
Servicer. If in any enforcement suit or legal proceeding it shall be held
that the Servicer may not enforce a Receivable on the ground that it shall
not be a real party in interest or a holder entitled to enforce the
Receivable, the Trustee shall, at the Servicer's expense and direction,
take steps to enforce the Receivable, including bringing suit in its name
or the name of the Certificateholders. The Trustee shall furnish the
Servicer with any powers of attorney and other documents reasonably
necessary or appropriate to enable the Servicer to carry out its servicing
and administrative duties hereunder. The Servicer, at its expense, shall
obtain on behalf of the Trust all licenses, if any, required by the laws of
any jurisdiction to be held by the Trust in connection with

XIII-1
34

ownership of the Receivables, and shall make all filings and pay all
fees as may be required in connection therewith during the term hereof.

Section 13.2 Collection of Receivable Payments. The Servicer shall
make reasonable efforts to collect all payments called for under the terms
and provisions of such Receivables as and when the same shall become due
and shall follow such collection procedures as it follows with respect to
all comparable receivables that it services for itself or others. The
Servicer may grant extensions, rebates, or adjustments on a Receivable,
which shall not, for the purposes of the Agreement (other than Section
13.6 hereof), modify the original due dates and amounts of the Scheduled
Payments. The Servicer may in its discretion waive any late payment
charge or any other fees that may be collected in the ordinary course of
servicing a Receivable.

Section 13.3 Realization Upon Receivables. On behalf of the Trust,
the Servicer shall use reasonable efforts, consistent with its customary
servicing procedures, to repossess or otherwise convert the ownership of
the Financed Vehicle securing any Receivable as to which the Servicer
shall have determined eventual payment in full is unlikely. The Servicer
shall follow such customary and usual practices and procedures as it shall
deem necessary or advisable in its servicing of comparable receivables,
which may include reasonable efforts to realize upon any Dealer Recourse
and selling the Financed Vehicle at public or private sale. The foregoing
shall be subject to the provision that, in any case in which the Financed
Vehicle shall have suffered damage, the Servicer shall not expend funds in
connection with the repair or the repossession of such Financed Vehicle
unless it shall determine in its discretion that such repair and/or
repossession will increase the Liquidation Proceeds by an amount greater
than the amount of such expenses.

Section 13.4 [Reserved]

Section 13.5 Maintenance of Security Interests in Financed Vehicles.
The Servicer shall, in accordance with its customary servicing procedures,
take such steps as are necessary to maintain perfection of the security
interest created by each Receivable in the related Fi-

XIII-2
35

nanced Vehicle. The Trustee hereby authorizes the Servicer to take such
steps as are necessary to re-perfect such security interest on behalf of
the Trust in the event of the relocation of a Financed Vehicle or for any
other reason.

Section 13.6 Covenants of Servicer. The Servicer shall not release
the Financed Vehicle securing each such Receivable from the security
interest granted by such Receivable in whole or in part except in the
event of payment in full by or on behalf of the Obligor thereunder or
repossession, nor shall the Servicer impair the rights of the
Certificateholders in the Receivables, nor shall the Servicer change the
Annual Percentage Rate with respect to any Receivable, nor shall the
Servicer modify the number or amount of Scheduled Payments under a
Receivable.

Section 13.7 Purchase of Receivables Upon Breach. (a) The Servicer
or the Trustee shall inform the other party promptly, in writing, upon the
discovery of any breach pursuant to Section 13.2, 13.5 or 13.6. Unless the
breach shall have been cured by the last day of the second Collection
Period following such discovery (or, at the Servicer's election, the last
day of the first following Collection Period), the Servicer shall purchase
any Receivable materially and adversely affected by such breach as
determined by the Trustee (which shall include any Receivable as to which
a breach of Section 13.6 has occurred). In consideration of the purchase
of such Receivable, the Servicer shall remit the Purchase Amount in the
manner specified in Section 14.5. For purposes of this Section 13.7, the
Purchase Amount shall consist in part of a release by the Servicer of all
rights of reimbursement with respect to Outstanding Advances on the
Receivable. The sole remedy of the Trustee, the Trust, or the
Certificateholders with respect to a breach pursuant to Section 13.2, 13.5
or 13.6 shall be to require the Servicer to purchase Receivables pursuant
to this Section 13.7.

(b) In the event that the Obligor with respect to a
Receivable shall have been declared bankrupt and at such time or
thereafter the Servicer's records relating to such Receivable shall
record that the periodic payment thereon has been reduced at or since
such declaration and that such Receivable has been extended

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beyond __________ __, ____, the Servicer shall pay an amount equal to
the amount of a prepayment which would cause such a reduction in the
amount of the new periodic payment over the remainder of the original
scheduled life of the Receivable.

Section 13.8 Servicer Fee. The Servicer shall be entitled to any
interest earned on the amounts deposited in the Collection Account and
the Payahead Account during such Collection Period plus all late fees,
prepayment charges (including, in the case of a Receivable that provides
for payments according to the "Rule of 78's" and that is prepaid in full,
the difference between the Principal Balance of such Receivable (plus
accrued interest to the date of prepayment) and the principal balance of
such Receivable computed according to the "Rule of 78's"), and other
administrative fees and expenses or similar charges allowed by applicable
law with respect to Receivables during such Collection Period (the
"Supplemental Servicing Fee"). The Servicer also shall be entitled to
the Servicing Fee, as provided herein.

Section 13.9 Servicer's Certificate. (a) On or about the tenth day
of each calendar month, the Servicer shall deliver to the Trustee (with a
copy to each of the rating agencies requested to provide a rating on the
Class A Certificates) a Servicer's Certificate containing all information
necessary to make the distributions pursuant to Section 14.6 (including,
if required, withdrawals from or deposits to the Payahead Account and
Advances by the Servicer pursuant to Section 14.4) for the Collection
Period preceding the date of such Servicer's Certificate, and all
information necessary for the Trustee to send statements to
Certificateholders pursuant to Section 14.9. Receivables purchased or to
be purchased by the Servicer or the Seller shall be identified by the
Servicer by the Seller's account number with respect to such Receivable
(as specified in Schedule A of the Agreement).

(b) On or about the fifth (but in no event later than the
tenth) calendar day of each calendar month, the Servicer shall deliver to
the underwriter(s) of the Class A Certificates the Class A Certificate
Factor as of the close of business on the Distribution Date occurring in
that month.

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37

Section 13.10 Annual Statement as to Compliance; Notice of Default.
(a) The Servicer shall deliver to the Trustee and to each of the rating
agencies requested by the Seller or an affiliate to provide a rating on
the Class A Certificates which is then rating the Class A Certificates, on
or before April 30 of each year beginning April 30, 1996, an Officer's
Certificate, dated as of December 31 of the preceding calendar year,
stating that (i) a review of the activities of the Servicer during the
preceding 12-month (or shorter) period and of its performance under the
Agreement has been made under such officer's supervision and (ii) to the
best of such officer's knowledge, based on such review, the Servicer has
fulfilled all its obligations under the Agreement throughout such year,
or, if there has been a default in the fulfillment of any such obligation,
specifying each such default known to such officer and the nature and
status thereof. A copy of such certificate and the report referred to in
Section 13.11 may be obtained by any Certificateholder by a request in
writing to the Trustee addressed to the Corporate Trust Office.

(b) The Servicer shall deliver to the Trustee and to each of
the rating agencies requested by the Seller or an affiliate to provide a
rating on the Class A Certificates which is then rating the Class A
Certificates, promptly after having obtained knowledge thereof, but in no
event later than 5 Business Days thereafter, written notice in an
Officer's Certificate of any event which with the giving of notice or
lapse of time, or both, would become an Event of Default under Section
19.1. The Seller shall deliver to the Trustee and to each of such rating
agencies then rating the Class A Certificates, promptly after having
obtained knowledge thereof, but in no event later than 5 Business Days
thereafter, written notice in an Officer's Certificate of any event which
with the giving of notice or lapse of time, or both, would become an Event
of Default under clause (ii) of Section 19.1.

Section 13.11 Annual Independent Certified Public Accountant's Report.
The Servicer shall cause a firm of independent certified public
accountants, who may also render other services to the Servicer or to the
Seller or to Ford Motor Credit Company, to deliver to the Trustee and each
of the rating agencies then rating the Class A Certificates on or before
April 30 of each year

XIII-5
38

beginning April 30, 1996 with respect to the prior calendar
year a report addressed to the Board of Directors of
the Servicer and to the Trustee, to the effect that such
firm has audited the financial statements of the Servicer
and issued its report thereon and that such audit (1) was
made in accordance with generally accepted auditing
standards, (2) included tests relating to automotive
loans serviced for others in accordance with the requirements
of the Uniform Single Audit Program for Mortgage
Bankers (the "Program"), to the extent the procedures in
such Program are applicable to the servicing obligations
set forth in the Agreement, and (3) except as described
in the report, disclosed no exceptions or errors in the
records relating to automobile and light truck loans
serviced for others that, in the firm's opinion, paragraph
four of such Program requires such firm to report.

The Report will also indicate that the firm is
independent of the Servicer within the meaning of the
Code of Professional Ethics of the American Institute of
Certified Public Accountants.

Section 13.12 Access to Certain Documentation
and Information Regarding Receivables. The Servicer
shall provide to the Certificateholders access to the
Receivables Files in such cases where the Certificateholder
shall be required by applicable statutes or regulations
to review such documentation. Access shall be
afforded without charge, but only upon reasonable request
and during the normal business hours at the respective
offices of the Servicer. Nothing in this Section shall
affect the obligation of the Servicer to observe any
applicable law prohibiting disclosure of information
regarding the Obligors, and the failure of the Servicer
to provide access to information as a result of such
obligation shall not constitute a breach of this Section
13.12.

Section 13.13 Servicer Expenses. The Servicer
shall be required to pay all expenses incurred by it in
connection with its activities hereunder, including fees
and disbursements of independent accountants, taxes
imposed on the Servicer and expenses incurred in connection
with distributions and reports to Certificateholders.

XIII-6
39

ARTICLE XIV

Distributions; Subordination Spread Account;
Statements to Certificateholders

Section 14.1 Accounts. (a) The Servicer
shall establish the Collection Account and the Certificate
Account in the name of the Trustee for the benefit
of the Certificateholders, and shall establish the
Payahead Account in the name of the Trustee on behalf of
the Obligors. The Collection Account and the Payahead
Account shall be segregated trust accounts initially
established with the Trustee and maintained with the
Trustee so long as (i) the deposits of the Trustee have
the Required Deposit Rating or (ii) the Collection Account
and the Payahead Account are maintained in the
Corporate Trust Department of the Trustee; provided,
however, that all amounts held in the Collection Account
and the Payahead Account shall, to the extent permitted
by applicable laws, rules, and regulations, be invested
as directed by the Servicer by the bank or trust company
then maintaining the accounts in interest-bearing time
deposits of such bank or trust company (provided that
such investments shall have the Required Deposit Rating)
that mature not later than the Distribution Date for the
Collection Period to which such amounts relate and any
such time deposits so acquired shall be held until maturity
and provided, further that if the Servicer is required
to remit collections daily to the Collection
Account pursuant to Section 14.2 then such remittances,
and any remittances to the Payahead Account, shall be
invested at the written direction of the Servicer as to
specific investments in investments rated A-1+ by Standard
& Poor's Ratings Group and P-1 by ▇▇▇▇▇'▇ Investors
Service, Inc. or in other investments as may be permitted
by each of such rating agencies, in each case maturing in
immediately available funds on the Distribution Date next
succeeding the date of investment. Such written direction
shall certify that any such investment is authorized
by this Section. The Certificate Account shall be a
segregated trust account established and maintained with
the Trustee, and the amounts in such account shall not be
invested. Should the short-term unsecured debt obligations
of the Trustee no longer have the Required Deposit
Rating then, unless the Collection Account and the
Payahead Account are maintained in the Corporate Trust
Department of the Trustee, the Servicer shall as soon as

XIV-1
40

is reasonably practical, with the Trustee's assistance as
necessary, cause the Collection Account and the Payahead
Account (i) to be moved to a bank or trust company, the
short-term unsecured debt obligations of which shall have
the Required Deposit Rating or (ii) to be moved to the
Corporate Trust Department of the Trustee.

(b) Notwithstanding the provisions
of clause (a) above and of the third paragraph of Section
14.6(a), for so long as (i) Ford Motor Credit Company is
the Servicer, (ii) the rating of Ford Motor Credit
Company's short-term unsecured debt is at least P-1 by
▇▇▇▇▇'▇ Investors Service, Inc. and is at least A-1 by
Standard & Poor's Ratings Group and (iii) no Event of Default
shall have occurred (each, a "Monthly Remittance
Condition"), Payaheads need not be remitted to and deposited
in the Payahead Account but instead may be remitted
to and held by the Servicer. So long as each Monthly
Remittance Condition is satisfied, the Servicer shall not
be required to segregate or otherwise hold separate any
Payaheads remitted to the Servicer as aforesaid but shall
be required to remit Payaheads to the Certificate Account
in accordance with Section 14.6(a)(ii). At any time as
any Monthly Remittance Condition is not satisfied, the
Servicer shall deposit in the Payahead Account the amount
of any Payaheads then held or received by it (which
amount shall be at least equal to the Payahead Balance as
of the close of business on the last day of the immediately
preceding Collection Period). Notwithstanding the
foregoing, if a Monthly Remittance Condition is not
satisfied the Servicer may utilize, with respect to
Payaheads, an alternative remittance schedule (which may
include the remittance schedule utilized by the Servicer
before the Monthly Remittance Condition became unsatisfied),
if the Servicer provides to the Trustee written
confirmation from each rating agency which has an
outstanding rating on the Class A Certificates and was
requested by the Seller or an affiliate to rate the Class
A Certificates that such alternative remittance schedule
will not result in the downgrading or withdrawal by such
rating agencies of the ratings then assigned to the Class
A Certificates. The Trustee shall not be deemed to have
knowledge of any event or circumstance under clause (iii)
of the first sentence of this Section 14.1(b) that would
require remittance of the Payaheads to the Payahead
Account unless the Trustee has received notice of such
event or circumstance from the Seller or the Servicer in

XIV-2
41

an Officer's Certificate or from the Holders of Class A
Certificates evidencing not less than 25% of the Class A
Certificate Balance or unless a Trustee Officer in the
Corporate Trust Office with knowledge hereof and
familiarity herewith has actual knowledge of such event or
circumstance.

Section 14.2 Collections. The Servicer shall
remit daily to the Collection Account (i) all payments by
or on behalf of the Obligors (including Payaheads on the
Receivables but excluding Purchased Receivables) and (ii)
all Liquidation Proceeds, both as collected during the
Collection Period. Ford Motor Credit Company, so long as
it is acting as the Servicer, may make remittances of
collections on a less frequent basis than that specified
in the immediately preceding sentence. It is understood
that such less frequent remittances may be made only on
the specific terms and conditions set forth below in this
Section 14.2 and only for so long as such terms and
conditions are fulfilled. Accordingly, notwithstanding
the provisions of the first sentence of this Section
14.2, the Servicer shall remit collections received
during a Collection Period to the Collection Account in
immediately available funds on the related Distribution
Date but only for so long as each Monthly Remittance
Condition is satisfied. Notwithstanding the foregoing,
if a Monthly Remittance Condition is not satisfied the
Servicer may utilize an alternative remittance schedule
(which may include the remittance schedule utilized by
the Servicer before the Monthly Remittance Condition
became unsatisfied), if the Servicer provides to the
Trustee written confirmation from each rating agency
which has an outstanding rating on the Class A
Certificates and was requested by the Seller or an affiliate to
rate the Class A Certificates that such alternative
remittance schedule will not result in the downgrading or
withdrawal by such rating agencies of the ratings then
assigned to the Class A Certificates. The Trustee shall
not be deemed to have knowledge of any event or
circumstance under clause (iii) of the definition of Monthly
Remittance Condition that would require daily remittance
by the Servicer to the Collection Account unless the
Trustee has received notice of such event or circumstance
from the Seller or the Servicer in an Officer's
Certificate or from the Holders of Class A Certificates
evidencing not less than 25% of the Class A Certificate Balance
or a Trustee Officer in the Corporate Trust Office with

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42

knowledge hereof or familiarity herewith has actual
knowledge of such event or circumstance. For purposes of
this Article XIV the phrase "payments by or on behalf of
Obligors" shall mean payments made by Persons other than
the Servicer or by other means.

Section 14.3 Application of Collections. For
the purposes of this Agreement, as of the close of
business on the last day of each Collection Period, all
collections for the Collection Period with respect to
each Receivable (other than a Purchased Receivable) shall
be applied by the Servicer as follows:

Payments by or on behalf of the Obligor
which are not late fees, prepayment charges, or
other administrative fees and expenses, or
similar charges, applied in accordance with
Section 13.8 shall be applied first to reduce
Outstanding Advances made with respect to such
Receivable, as described in Section 14.4(a)
below. Next, any excess shall be applied to
the Scheduled Payment with respect to such
Receivable. Finally, any remaining excess
(except partial prepayments which cause a
reduction in the Obligor's periodic payment to
below the Scheduled Payment as of the Cutoff
Date) shall be added to the Payahead Balance,
and shall be applied to prepay the Receivable,
but only if the sum of such excess and the
previous Payahead Balance shall be sufficient
to prepay the Receivable in full. Otherwise,
any remaining excess payments shall constitute
a Payahead, and shall increase the Payahead
Balance.

Section 14.4 Advances. (a) As of the close
of business on the last day of each Collection Period, if
the payments by or on behalf of the Obligor on a
Receivable (other than a Purchased Receivable) after
application under 14.3 shall be less than the Scheduled Payment,
whether as a result of any extension granted to the
Obligor or otherwise, the Payahead Balance, if any, with
respect to such Receivables shall be applied by the
Servicer to the extent of the shortfall, and such
Payahead Balance shall be reduced accordingly. Next,
subject to the following sentence, the Servicer shall
make an Advance of any remaining shortfall. The Servicer

XIV-4
43

will be obligated to make an Advance in respect of a
Receivable only to the extent that the Servicer, in its
sole discretion, shall determine that the Advance shall
be recoverable from subsequent collections or recoveries
on any Receivable. With respect to each Receivable, the
Advance shall increase Outstanding Advances. Outstanding
Advances shall be reduced by subsequent payments by or on
behalf of the Obligor, collections of Liquidation
Proceeds and payments of the Purchase Amount.

If the Servicer shall determine that
an Outstanding Advance with respect to any Receivable
shall not be recoverable, the Servicer shall be
reimbursed from any collections made on other Receivables in
the Trust, and Outstanding Advances with respect to such
Receivable shall be reduced accordingly.

(b) In the event that an Obligor
shall prepay a Receivable in full, if the related contract
did not require such Obligor to pay a full month's
interest, for the month of prepayment, at the Annual
Percentage Rate, the Servicer shall make an
unreimbursable advance of the amount of such interest.

Section 14.5 Additional Deposits. The
Servicer shall deposit in the Collection Account the
aggregate Advances pursuant to Section 14.4(a) and the
aggregate advances pursuant to Section 14.4(b). To the
extent that the Servicer fails to make an advance
pursuant to Section 14.4(b) on the date required, the Class A
Agent shall withdraw such amount from the Subordination
Spread Account and deposit such amount in the Collection
Account. The Servicer and the Seller shall deposit in
the Collection Account the aggregate Purchase Amount with
respect to Purchased Receivables and the Servicer shall
deposit therein all amounts to be paid under Sections
21.2 and 13.7(b). All such deposits with respect to a
Collection Period shall be made, in immediately available
funds, on the Distribution Date related to such
Collection Period.

Section 14.6 Distributions.

(a) On each Distribution Date, the
Trustee shall cause to be made the following transfers and
distributions in the amounts set forth in the Servicer's
Certificate for such Distribution Date:

XIV-5
44

(i) From the Collection Account
to the Certificate Account, in immediately
available funds, the entire amount then on
deposit in the Collection Account; provided,
however, that in the event that the Servicer is
required to make deposits to the Collection
Account on a daily basis pursuant to Section
14.2, the amount of the funds transferred from
the Collection Account to the Certificate
Account will include only those funds that were
deposited in the Collection Account for the
Collection Period related to such Distribution
Date.

(ii) From the Payahead Account,
or from the Servicer in the event the
provisions of Section 14.1(b) above are applicable,
to the Certificate Account, in immediately
available funds, (x) the portion of Payaheads
constituting Scheduled Payments or prepayments
in full, required by Sections 14.3 and 14.4(a),
and (y) the Payahead Balance, if any, relating
to any Purchased Receivable.

(iii) From the Certificate
Account to the Payahead Account, or to the
Servicer in the event the provisions of
Sections 14.1(b) above are applicable, in
immediately available funds, the aggregate Payaheads
required by Section 14.3 for the Collection
Period related to such Distribution Date.

(iv) From the Certificate
Account to the Servicer, in immediately available
funds, repayment of Outstanding Advances
pursuant to Section 14.4(a).

(b) Prior to each Distribution Date, the
Servicer shall on each Determination Date calculate the
Total Available Amount, the Available Interest, the
Available Principal, the Class A Distributable Amount and
the Class B Distributable Amount and, based on the Total
Available Amount and the other distributions to be made
on such Distribution Date, determine the amount
distributable to Certificateholders of each Class.

XIV-6
45

(c) On each Distribution Date, the Trustee
(based on the information contained in the Servicer's
Certificate delivered on the related Determination Date
pursuant to Section 13.9) shall, subject to subsection
(d) hereof, make the following distributions in the
following order of priority:

(i) first, to the Servicer,
from the Available Interest, the Servicer Fee
and all unpaid Servicer Fees from prior Collection Periods;

(ii) second, to the Class A
Certificateholders:

(A) from the Class A Percentage
of the Available Interest (except as provided in
the proviso to subsection (d)(i) below) (as such
Available Interest has been reduced by Servicer
Fee payments), an amount equal to the sum of the
Class A Interest Distributable Amount and any
outstanding Class A Interest Carryover Shortfall
as of the close of the preceding Distribution Date
(plus, to the extent not otherwise provided for,
interest on such Class A Interest Carryover Shortfall at
the Pass-Through Rate from such preceding Distribution
Date through the current Distribution Date, to the
extent permitted by law);

(B) from the Class A Percentage
of the Available Principal, an amount equal to the
sum of the Class A Principal Distributable Amount
and any outstanding Class A Principal Carryover
Shortfall as of the close of the preceding Distribution
Date;

(iii) third, to the Class B
Certificateholders subject to Section 14.7(d)
below:

(A) from the Available
Interest (as such Available Interest has been
reduced by payments pursuant to clauses (i) and
(ii) above), an amount equal to the sum of the
Class B Interest Distributable Amount and any
outstanding Class B Interest Carryover Short-

XIV-7
46

fall as of the close of the preceding Distribution
Date; and

(B) from the Class B
Percentage of the Available Principal, an amount
equal to the sum of the Class B Principal
Distributable Amount and any outstanding Class B
Principal Carryover Shortfall as of the close
of the preceding Distribution Date;

provided, however, that amounts otherwise distributable
to the Class B Certificateholders shall instead be deposited
by the Trustee in the Subordination Spread Account
to the extent provided in Section 14.7(c) hereof to cover
any Subordination Spread Account deficiency resulting
from payments on such Distribution Date from the Subordination
Spread Account pursuant to Section 14.6(d) or otherwise.

(d) The rights of the Class B
Certificateholders to receive distributions in respect of the
Class B Certificates shall be and hereby are subordinated
to the rights of the Class A Certificateholders to receive
distributions in respect of the Class A Certificates
and the rights of the Servicer to receive the
Servicing Fee (and any accrued and unpaid Servicer Fees
from prior Collection Periods) in the event of delinquency
or defaults on the Receivables. Such subordination
shall be effected as follows, and all payments shall be
effected pursuant to clause (i) below prior to any payments
pursuant to clause (ii):

(i) If the Class A Percentage
of the Available Interest (as such Available
Interest has been reduced by Servicer Fee payments)
is less than the sum of the Class A Interest
Distributable Amount and any Class A
Interest Carryover Shortfall (including interest
on such Shortfall as provided in paragraph
(c)(ii)(A) above) from the preceding Distribution
Date, the Class A Certificateholders shall
be entitled to receive distributions in respect
of such deficiency first, from the Class B
Percentage of the Available Interest; second,
if such amounts are insufficient, from amounts
on deposit in the Subordination Spread Account;
and third, if such amounts are insufficient,

XIV-8
47

from the Class B Percentage of the Available
Principal; provided, however, that if the
amount required to be advanced by the Servicer
pursuant to Section 14.4(b) for the Collection
Period shall not have been advanced by the
Servicer, the resulting shortfall shall be
allocated pro rata among the Class A Certificates
and the Class B Certificates and any such
shortfall with respect of the Class A Certificates
(and any Class A Carryover Shortfalls
attributable thereto) shall be paid only from
amounts that are or become available in the
Subordination Spread Account after giving effect
to any deposit thereto on such day. Upon
either the written instructions of the Servicer
or the written instructions of the Trustee
(based solely on the information contained in
the Servicer's Certificate delivered on the
related Determination Date pursuant to Section
13.9), the Class A Agent shall release from the
amounts available in the Subordination Spread
Account the amounts required pursuant to Section
14.6(c)(ii) above and distribute such
amounts to the Trustee.

(ii) If the Class A Percentage
of the Available Principal is less than the sum
of the Class A Principal Distributable Amount
and any Class A Principal Carryover Shortfall
from the preceding Distribution Date, the Class
A Certificateholders shall be entitled to receive
distributions in respect of such deficiency
first, from the Class B Percentage of
the Available Principal; second, if such
amounts are insufficient, from amounts on deposit
in the Subordination Spread Account; and
third, if such amounts are insufficient, from
the Class B Percentage of the Available Interest.
Upon either the written instructions of
the Servicer or the written instructions of the
Trustee (based solely on the information contained
in the Servicer's Certificate delivered
on the related Determination Date pursuant to
Section 13.9), the Class A Agent shall release
from the amounts available in the Subordination
Spread Account the amounts required pursuant to

XIV-9
48

Section 14.6(c)(ii) above and distribute such
amounts to the Trustee.

(e) Subject to Section 21.1 respecting
the final payment upon retirement of each Certificate,
the Servicer shall on each Distribution Date instruct the
Trustee to distribute to each Certificateholder of any
Class of record on the preceding Record Date either by
wire transfer, in immediately available funds to the
account of such holder at a bank or other entity having
appropriate facilities therefor, if such Certificateholder
is the Seller or a Clearing Agency and shall have
provided to the Servicer appropriate instructions prior
to such Distribution Date, or, if not, by check mailed to
such Certificateholder (such check to be mailed as soon
as reasonably practicable on or after such Distribution
Date) at the address of such holder appearing in the
Certificate Register, the amounts to be distributed to
such Certificateholder pursuant to such holder's Certificates.

Section 14.7 Subordination; Subordination
Spread Account; Priority of Distributions.

(a) (i) In order to effectuate the
subordination provided for herein, there shall be established
and maintained with the Class A Agent a separate
trust account (the "Subordination Spread Account") to
include the money and other property deposited and held
therein pursuant to this subsection 14.7(a)(i) and subsection
14.7(a)(ii). The Subordination Spread Account
shall be maintained in the name "Chemical Bank, as Class
A Agent." On the date of issuance of the Certificates,
the Seller shall deposit the Subordination Initial Deposit,
if any, into the Subordination Spread Account. The
Subordination Spread Account shall not be part of the
Trust. Each of the Class A Certificateholders, on behalf
of itself and its successors and assigns (including, but
not limited to, any future Holder of a Class A Certificate)
hereby appoints Chemical Bank, acting in its capacity
as agent for the purposes of this Section 14.7 and
not as Trustee, with respect to the Subordination Spread
Account and the Subordination Spread Account Property
(the "Class A Agent"), and the Class A Agent hereby
accepts such appointment.

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49

(ii) In order to provide for the
prompt payment to the Class A Certificateholders and
the Servicer, in accordance with subsections 14.6(c)
and 14.6(d), to give effect to the subordination
provided for herein, and to assure availability of
the amounts maintained in the Subordination Spread
Account:

(A) The Seller, as initial
holder of the Class B Certificates, hereby
sells, conveys, and transfers to the Class A
Agent and its successors and assigns, the
Subordination Initial Deposit and all proceeds
thereof, subject, however, to the limitations
set forth below, and solely for the purpose of
providing for payment of the Class A Distributable
Amount provided for in Section 14.6 and
this Section; and

(B) The Seller, as initial
holder of the Class B Certificates, on behalf
of itself and its successors and assigns hereby
sells, conveys, and transfers to the Class A
Agent, all its right, title, and interest in
and to the Subordination Spread Account, subject,
however, to the limitations set forth
below, and all proceeds of the foregoing,
including, without limitation, all other amounts
and investments held from time to time in the
Subordination Spread Account (whether in the
form of deposit accounts, Physical Property,
book-entry securities, or otherwise) subject,
however, to the limitations set forth below,
and solely for the purpose of providing for
payment of the Class A Distributable Amount
provided for in Section 14.6 and this Section;

(all of the foregoing, subject to the limitations set
forth below, the "Subordination Spread Account Property"),
to have and to hold all the aforesaid property,
rights and privileges unto the Class A Agent, its successors
and assigns, in trust for the uses and purposes, and
subject to the terms and provisions, set forth in this
Section 14.7. The Class A Agent hereby acknowledges such
transfer and accepts the trust hereunder and shall hold
and distribute the Subordination Spread Account Property

XIV-11
50

in accordance with the terms and provisions of this
Section 14.7.

(i) The trust established pursuant
to this Section 14.7 shall not under any
circumstances be deemed to be part of or otherwise
includable in the Trust.

(b) On each Distribution Date, if the
amount of the Subordination Spread Account (after giving
effect to all payments to be made from such Account
pursuant to Section 14.6(d) on such Date) is less than
the Specified Subordination Spread Account Balance for
such Distribution Date, the Servicer shall instruct the
Trustee, after payment of any amounts required to be
distributed to Class A Certificateholders and the
Servicer, to withhold from amounts otherwise distributable
to the Class B Certificateholders and not otherwise
distributed to Class A Certificateholders or the Servicer
and deposit in the Subordination Spread Account all such
amounts, or such lesser amounts as are sufficient to
restore the amount in the Subordination Spread Account to
the Specified Subordination Spread Account Balance. For
purposes of calculating the Class B Certificate Balance,
any amounts so deposited will be deemed to have been paid
to the Class B Certificateholders. Subject to Section
14.7(d), if the amount of the Subordination Spread Account
(after taking into account any withdrawals therefrom
pursuant to Section 14.7(e)) is greater than the
Specified Subordination Spread Account Balance for such
Distribution Date, the Class A Agent shall upon the
written instruction of the Servicer release to the Trustee
and, the Trustee at the instruction of the Servicer,
shall distribute the amount of the excess to the Class B
Certificateholders on a pro rata basis in accordance with
their ownership of the Class B Certificates. Amounts
properly distributed to the Class B Certificateholders
pursuant to this Section 14.7(c), either directly from
the Certificate Account without deposit in the Subordination
Spread Account or from the Subordination Spread
Account, shall be deemed released from the trust established
by this Section 14.7, and Class B Certificateholders
shall in no event thereafter be required to refund any
such distributed amounts.

XIV-12
51

specified in Section 14.1(a), in accordance with written
instructions from the holders of Class B Certificates
evidencing not less than 51% of the Class B Certificate
Balance or their designee, and such investments shall not
be sold or disposed of prior to their maturity. All such
investments shall be made in the name of the Class A
Agent or its nominee and all income and gain realized
thereon shall be solely for the benefit of the Class B
Certificateholders and shall be payable by the Class A
Agent to the Class B Certificateholders on each Distribution Date.

(ii) With respect to the Subordination
Spread Account Property, the Class B Certificateholders
and the Class A Agent agree that:

(A) Any Subordination
Spread Account Property that is held in deposit
accounts shall be held solely in the name of
the Class A Agent at one or more depository
institutions having the Required Deposit Rating.
Each such Deposit Account shall be subject to the
exclusive custody and control of the Class A Agent,
and the Class A Agent shall have sole signature
authority with respect thereto.

(B) Any Subordination
Spread Account Property that constitutes Physical
Property shall be delivered to the Class A
Agent in accordance with paragraph (a) of the
definition of "Delivery" and shall be held,
pending maturity or disposition, solely by the
Class A Agent or a financial intermediary (as
such term is defined in Section 8-313(4) of the
UCC) acting solely for the Class A Agent.

(C) Any Subordination
Spread Account Property that is a book-entry
security held through the Federal Reserve System
pursuant to federal book-entry regulations
shall be delivered in accordance with paragraph
(b) of the definition of "Delivery" and shall
be maintained by the Class A Agent, pending
maturity or disposition, through continued
book-entry registration of such Subordination

XIV-13
52

Spread Account Property as described in such
paragraph.

(D) Property of a type
which is not capable of being delivered to the
Class A Agent in accordance with the definition
of "Delivery" shall not constitute Subordination
Spread Account Property.

Effective upon Delivery of any Subordination
Spread Account Property in the form of Physical Property
or book-entry securities, the Class A Agent shall be
deemed to have represented that it has purchased such
Subordination Spread Account Property for value, in good
faith, and without notice of any adverse claim thereto.

(iii) Investment earnings
attributable to the Subordination Spread Account
Property and proceeds therefrom shall be held
by the Class A Agent for the benefit of the
Class B Certificateholders. Investment earnings
attributable to the Subordination Spread
Account Property shall not be available to
satisfy the subordination provisions of this
Agreement and shall not otherwise be subject to
any claims or rights of the Class A Certificateholders
or the Servicer. The Class A Agent shall cause
all investment earnings attributable to the
Subordination Spread Account to be distributed
on each Distribution Date to the Class B Certificateholders.
Notwithstanding the foregoing, the Subordination Spread
Account may contain at any time uninvested cash in an
amount not to exceed the maximum amount insured
by the FDIC without giving rise to any obligation
to withdraw such cash from the Subordination
Spread Account. Realized losses, if any,
on investment of the Subordination Spread Account
Property shall be charged first against
undistributed investment earnings attributable
to the Subordination Spread Account Property
and then against the Subordination Spread Account
Property.

(iv) The Class A Agent shall not enter
into any subordination or

XIV-14
53

intercreditor agreement with respect to the
Subordination Spread Account Property.

(d) If the Servicer pursuant to Section
14.4 determines on any Determination Date that it is
required to make an Advance and does not do so from its
own funds, the Servicer shall promptly instruct the Class
A Agent in writing to withdraw funds, in an amount specified
by the Servicer, from the Subordination Spread
Account and deposit them in the Certificate Account
maintained with the Trustee to cover any shortfall. Such
payment shall be deemed to have been made by the Servicer
pursuant to Section 14.4 for purposes of making distributions
pursuant to this Agreement, but shall not otherwise
satisfy the Servicer's obligation to deliver the
amount of the Advances to the Class A Agent, and the
Servicer shall within two Business Days replace any funds
in the Subordination Spread Account so used.

(e) Upon termination of this Agreement in
accordance with Section 21.2, any amounts on deposit in
the Subordination Spread Account shall be paid to the
then holders of the Class B Certificates.

Section 14.8 Net Deposits. For so long as (i)
Ford Motor Credit Company shall be the Servicer, (ii) the
Servicer shall be entitled pursuant to Section 14.2 to
remit collections on a monthly rather than daily basis,
and (iii) the Servicer shall be entitled pursuant to
Section 14.1(b) to retain Payaheads rather than deposit
them in the Payahead Account, Ford Motor Credit Company
(in whatever capacity) may make the remittances pursuant
to Sections 14.2 and 14.5 above, net of amounts to be
distributed to Ford Motor Credit Company (in whatever
capacity) pursuant to Section 14.6(c). Nonetheless, the
Servicer shall account for all of the above described
remittances and distributions except for the Supplemental
Servicing Fee in the Servicer's Certificate as if the
amounts were deposited and/or transferred separately.

Section 14.9 Statements to Class A
Certificateholders. On each Distribution Date, the Trustee
shall include with each distribution to each Class A
Certificateholder, a statement (which statement shall
also be provided to each rating agency then rating the
Class A Certificates) based on information in the
Servicer's Certificate furnished pursuant to Section

XIV-15
54

13.9, setting forth for the Collection Period relating to
such Distribution Date the following information:

(i) the amount of such distribution
allocable to principal;

(ii) the amount of such distribution
allocable to interest;

(iii) the Pool Balance as of the
close of business on the last day of the preceding
Collection Period;

(iv) the amount of the Servicing
Fee paid to the Servicer with respect to the
related Collection Period and the Class A
Certificateholder's Class A Percentage of the
Servicing Fee and the amount of any unpaid
Servicing Fees and the change in such amount
from that of the prior Distribution Date;

(v) the amount of the Class A
Principal and Interest Carryover Shortfalls, if
any, on such Distribution Date and the change
in the Class A Principal and Interest Carryover
Shortfalls from the preceding Distribution
Date;

(vi) the Class A Certificate
Factor and Class B Certificate Balance as of
such Distribution Date;

(vii) the amount otherwise
distributable to the Class B Certificateholders
that is distributed to Class A Certificateholders
on such Distribution Date;

(viii) the balance of the Subordination
Spread Account on such Distribution
Date, after giving effect to distributions made
on such Distribution Date and the change in
such balance from the preceding Distribution
Date;

(ix) the aggregate Payahead
Balance and the change in such balance from the
preceding Distribution Date; and

XIV-16
55

(x) the amount of Advances on
such Distribution Date.

Each amount set forth pursuant to subclauses (i), (ii),
(iv) or (v) above shall be expressed as a dollar amount
per $1,000 of original principal balance of a Class A
Certificate.

Within the prescribed period of time for tax
reporting purposes after the end of each calendar year
during the term of the Agreement, the Trustee shall mail,
to each Person who at any time during such calendar year
shall have been a holder of a Class A Certificate, a
statement containing the sum of the amounts set forth in
clauses (i), (ii), (iv) and (v) and such other information,
if any, as the Servicer determines is necessary to
ascertain the Class A Certificateholder's share of the
gross income and deductions of the Trust (exclusive of
the Supplemental Servicing Fee), for such calendar year
or, in the event such Person shall have been a holder of
a Class A Certificate during a portion of such calendar
year, for the applicable portion of such year, for the
purposes of such Certificateholder's preparation of
federal income tax returns.

XIV-17
56

ARTICLE XV

[Intentionally Omitted]

ARTICLE XVI

The Certificates

Section 16.1 The Certificates. The Class A
Certificates shall be issued in denominations of $1,000;
the Class B Certificates shall be issued in denominations
of $100,000 or in any amount in excess thereof each in
fully registered form and integral multiples thereof;
provided, however, that one Class A Certificate and one
Class B Certificate may be issued in a denomination equal
to the residual amount (the "Residual Certificate"). The
Certificates shall be executed on behalf of the Trust by
manual or facsimile signature of the chairman of the
board, vice chairman of the board, any vice president, or
any authorized Trust Officer of the Trustee under the
Trustee's seal imprinted thereon and attested on behalf
of the Trust by the manual or facsimile signature of the
Secretary, any Assistant Secretary or any Trust Officer
of the Trustee. Certificates bearing the manual or
facsimile signatures of individuals who were, at the time
when such signatures shall have been affixed, authorized
to sign on behalf of the Trust, shall be valid and binding
obligations of the Trust, notwithstanding that such
individuals or any of them shall have ceased to be so
authorized prior to the authentication and delivery of
such Certificates or did not hold such offices at the
date of such Certificates.

Section 16.2 Authentication of Certificates.
The Trustee shall cause the Certificates to be executed
on behalf of the Trust, authenticated, and delivered to
or upon the written order of the Seller, signed by its
chairman of the board, its president, or any vice president,
without further corporate action by the Seller, in
authorized denominations, pursuant to the Agreement. No
Certificate shall entitle its holder to any benefit under
the Agreement, or shall be valid for any purpose, unless
there shall appear on such Certificate a certificate of
authentication substantially in the form set forth in

XVI-1
57

Exhibit A or Exhibit B hereto executed by the Trustee by
manual signature; such authentication shall constitute
conclusive evidence that such Certificate shall have been
duly authenticated and delivered hereunder. All Certificates
shall be dated the date of their authentication.

Section 16.3 Registration of Transfer and
Exchange of Certificates. The Certificate Registrar
shall keep or cause to be kept, at the office or agency
maintained pursuant to Section 16.7, a Certificate Register
in which, subject to such reasonable regulations as
it may prescribe, the Trustee shall provide for the
registration of Certificates and of transfers and exchanges
of Certificates as herein provided. The Trustee
shall be the initial Certificate Registrar.

The Class B Certificates shall initially be
retained by the Seller. No transfer of a Class B Certificate
shall be made unless the registration requirements
of the Securities Act of 1933, as amended, and any applicable
State securities laws are complied with, or such
transfer is exempt from the registration requirements
under said Act and laws. In the event that a transfer is
to be made in reliance upon an exemption from said Act or
laws, the Class B Certificateholder desiring to effect
such transfer and such Certificateholder's prospective
transferee must each certify in writing to the Seller and
the Trustee the facts surrounding such transfer and
provide both the Seller and the Trustee with a written
Opinion of Counsel in form and substance satisfactory to
the Seller and the Trustee that such transfer may be made
pursuant to an exemption from said Act or laws, which
Opinion of Counsel shall not be an expense of the Seller
or the Trustee. Neither the Seller nor the Trustee is
under an obligation to register the Class B Certificates
under said Act or any other securities law.

No transfer of a Class B Certificate shall be
made unless the Class B Certificateholder desiring to
effect such transfer shall have given each rating agency
requested by the Seller or an affiliate to rate the Class
A Certificates and which then has an outstanding rating
thereon, the Seller and the Trustee prior written notice
of such proposed transfer, and such rating agencies shall
have notified such Class B Certificateholder, the Seller
and the Trustee, in writing, that such proposed transfer
will not result in the qualification, downgrading or

XVI-2
58

withdrawal of the rating then assigned to the Class A Certificates by
such rating agencies.

In addition to the restrictions on transfer of Class B
Certificates set forth in the two immediately preceding paragraphs, no
transfer of a Class B Certificate shall be made unless prior to such
transfer the Holder of such Class B Certificate delivers to the
Seller and the Trustee either a ruling of the Internal Revenue Service or
an Opinion of Counsel, which shall be independent outside counsel,
satisfactory to the Trustee and each rating agency requested by the Seller
or an affiliate to rate the Class A Certificates and which has an
outstanding rating thereon in either case to the effect that the proposed
transfer (x) will not result in the arrangement contemplated by this
Agreement being treated as an association (or publicly traded partnership)
taxable as a corporation under either (I) the Code, as from time to time
in force or (II) the tax laws of the State of New York and (y) will not
have any adverse effect on the Federal income taxation of the Trust or the
Class A Certificateholders. The Class B Certificate shall not be
transferred separately from the right to receive all amounts in the
Subordination Spread Account, unless the ruling of the Internal Revenue
Service or the Opinion of Counsel referred to in the preceding sentence
would permit such transfer.

Upon surrender for registration of transfer of any Certificate
at the Corporate Trust Office, the Trustee shall execute, authenticate,
and deliver, in the name of the designated transferee or transferees, one
or more new Certificates in authorized denominations of a like aggregate
amount dated the date of authentication by the Trustee. At the option of
a Holder, Certificates may be exchanged for other Certificates of
authorized denominations of a like aggregate amount upon surrender of
the Certificates to be exchanged at the Corporate Trust Office.

Every Certificate presented or surrendered for registration of
transfer or exchange shall be accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the holder or his attorney duly authorized in writing.
Each Certificate surrendered for registration

XVI-3
59

of transfer and exchange shall be cancelled and subsequently disposed of
by the Trustee.

No service charge shall be made for any registration of
transfer or exchange of Certificates, but the Trustee may require payment
of a sum sufficient to cover any tax or governmental charge that may be
imposed in connection with any transfer or exchange of Certificates.

Section 16.4 Mutilated, Destroyed, Lost, or Stolen
Certificates. If (a) any mutilated Certificate shall be surrendered to
the Certificate Registrar, or if the Certificate Registrar shall receive
evidence to its satisfaction of the destruction, loss, or theft of any
Certificate and (b) there shall be delivered to the Certificate Registrar
and the Trustee such security or indemnity as may be required by them to
save each of them harmless, then in the absence of notice that such
Certificate shall have been acquired by a bona fide purchaser, the
Trustee on behalf of the Trust shall execute and the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost, or stolen Certificate, a new Certificate
of like tenor and denomination. In connection with the issuance of any
new Certificate under this Section 16.4, the Trustee and the Certificate
Registrar may require the payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith.
Any duplicate Certificate issued pursuant to this Section 16.4 shall
constitute conclusive evidence of ownership in the Trust, as if originally
issued, whether or not the lost, stolen, or destroyed Certificate shall be
found at any time.

Section 16.5 Persons Deemed Owners. The Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate
shall be registered as the owner of such Certificate for the purpose of
receiving distributions pursuant to Section 14.6 and for all other purposes
whatsoever, and neither the Trustee nor the Certificate Registrar shall be
bound by any notice to the contrary.

Section 16.6 Access to List of Certificateholders' Names and
Addresses. The Trustee shall furnish or cause to be furnished to the
Servicer, within 15 days

XVI-4
60

after receipt by the Trustee of a request therefor from the Servicer in
writing, a list, in such form as the Servicer may reasonably require, of
the names and addresses of the Certificateholders as of the most recent
Record Date. If three or more Certificateholders, or one or more Holders
of Class A Certificates aggregating not less than 25% of the Class A
Certificate Balance, apply in writing to the Trustee, and such application
states that the applicants desire to communicate with other
Certificateholders of such Class with respect to their rights under the
Agreement or under the Certificates and such application shall be
accompanied by a copy of the communication that such applicants propose to
transmit, then the Trustee shall, within five Business Days after the
receipt for such application, request from the Clearing Agency and make
available to such Certificateholders access during normal business hours
to the current list of Certificateholders. Each Holder, by receiving and
holding a Certificate, shall be deemed to have agreed to hold neither the
Servicer nor the Trustee accountable by reason of the disclosure of its
name and address, regardless of the source from which such information
was derived.

Section 16.7 Maintenance of Office or Agency. The Trustee shall
maintain in the Borough of Manhattan, The City of New York, an office or
offices or agency or agencies where Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or
upon the Trustee in respect of the Certificates and the Agreement may be
served. The Trustee initially designates the Corporate Trust Office as
specified in the Agreement as its office for such purposes. The Trustee
shall give prompt written notice to the Servicer and to Certificateholders
of any change in the location of the Certificate Register or any such
office or agency.

Section 16.8 Book-Entry Certificates. The Class A
Certificates, upon original issuance, (except for the Residual
Certificate) will be issued in the form of typewritten Certificates
representing the Book-Entry Certificates, to be delivered to The
Depository Trust Company, the initial Clearing Agency, by, or on behalf
of, the Seller. The Class A Certificates delivered to The Depository
Trust Company shall initially be registered on the Certificate Register in
the name of CEDE &

XVI-5
61

Co., the nominee of the initial Clearing Agency, and no
Certificate Owner will receive a definitive certificate
representing such Certificate Owner's interest in the
Class A Certificates, except as provided in Section
16.10. Unless and until definitive, fully registered
Class A Certificates (the "Definitive Certificates") have
been issued to Certificate Owners pursuant to Section
16.10:

(i) the provisions of this
Section 16.8 shall be in full force and effect;

(ii) the Seller, the Servicer,
the Certificate Registrar, and the Trustee may
deal with the Clearing Agency for all purposes
(including the making of distributions on the
Class A Certificates) as the authorized
representative of the Certificate Owners;

(iii) to the extent that the
provisions of this Section 16.8 conflict with
any other provisions of this Agreement, the
provisions of this Section 16.8 shall control;

(iv) the rights of Certificate
Owners shall be exercised only through the
Clearing Agency and shall be limited to those
established by law and agreements between such
Certificate Owners and the Clearing Agency
and/or the Clearing Agency Participants.
Pursuant to the Depository Agreement, unless and
until Definitive Certificates are issued
pursuant to Section 16.10, the initial Clearing
Agency will make book-entry transfers among the
Clearing Agency Participants and receive and
transmit distributions of principal and
interest on the Class A Certificates to such
Clearing Agency Participants; and

(v) whenever this Agreement
requires or permits actions to be taken based
upon instructions or directions of Holders of
Class A Certificates evidencing a specified
percentage of the Class A Certificate Balance
the Clearing Agency shall be deemed to
represent such percentage only to the extent that
it has received instructions to such effect from

XVI-6
62

Certificate Owners and/or Clearing Agency
Participants owning or representing, respectively,
such required percentage of the beneficial
interest in Class A Certificates and has
delivered such instructions to the Trustee.

Section 16.9 Notices to Clearing Agency.
Whenever notice or other communication to the Class A
Certificateholders is required under this Agreement,
other than to the Holder of the Residual Certificate,
unless and until Definitive Certificates shall have been
issued to Certificate Owners pursuant to Section 16.10,
the Trustee and the Servicer shall give all such notices
and communications specified herein to be given to
Holders of the Class A Certificates to the Clearing Agency.

Section 16.10 Definitive Certificates. If
(i)(A) the Seller advises the Trustee in writing that the
Clearing Agency is no longer willing or able to properly
discharge its responsibilities under the Depository
Agreement, and (B) the Trustee or the Seller is unable to
locate a qualified successor, (ii) the Seller at its
option, advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing
Agency, or (iii) after the occurrence of an Event of
Default, Certificate Owners representing beneficial
interests aggregating not less than 51% of the Class A
Certificate Balance advise the Trustee and the Clearing
Agency through the Clearing Agency Participants in
writing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interests of
the Certificate Owners, then the Trustee shall notify the
Clearing Agency and request that the Clearing Agency
notify all Certificate Owners of the occurrence of any
such event and of the availability of Definitive Certificates
to Certificate Owners requesting the same and that
the Record Date for any Distribution Date subsequent to
the issuance of Definitive Certificates will be the last
day of the Collection Period immediately preceding the
month in which such Distribution Date occurs. Prior to
the issuance of Definitive Certificates, the Trustee
shall provide written notice to Salomon Brothers Inc, CS
First Boston Corporation, ▇▇▇▇▇▇▇, ▇▇▇▇▇ & Co., ▇▇▇▇▇▇▇
Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and ▇.▇.
▇▇▇▇▇▇ Securities Inc. that, upon the issuance of Definitive
Certificates, the Record Date for any Distribution
Date will be the last day of the Collection Period imme-

XVI-7
63

diately preceding the month in which such Distribution
Date occurs. Upon surrender to the Trustee of the Class
A Certificates by the Clearing Agency, accompanied by
registration instructions from the Clearing Agency for
registration, the Trustee shall issue the Definitive
Certificates and deliver such Definitive Certificates in
accordance with the instructions of the Clearing Agency.
Neither the Seller, the Certificate Registrar nor the
Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the
issuance of Definitive Certificates, the Trustee shall
recognize the Holders of the Definitive Certificates as
Certificateholders hereunder. The Trustee shall not be
liable if the Trustee or the Seller is unable to locate a
qualified successor Clearing Agency.

XVI-8
64

ARTICLE XVII

The Seller

Section 17.1 Representations of Seller. The
Seller makes the following representations on which the
Trustee relied in accepting the Receivables in trust and
executing and authenticating the Certificates. The
representations speak as of the execution and delivery of
the Agreement and shall survive the sale of the Receivables
to the Trustee and, if applicable, any subsequent assignment
or transfer pursuant to Article XV:

(i) Organization and Good
Standing. The Seller shall have been duly
organized and shall be validly existing as a
corporation in good standing under the laws of
the State of Delaware, with power and authority
to own its properties and to conduct its
business as such properties shall be currently
owned and such business is presently conducted,
and had at all relevant times, and shall have,
power, authority, and legal right to acquire
and own the Receivables.

(ii) Due Qualification. The
Seller shall be duly qualified to do business
as a foreign corporation in good standing, and
shall have obtained all necessary licenses and
approvals in all jurisdictions in which the
ownership or lease of property or the conduct
of its business shall require such
qualifications.

(iii) Power and Authority. The
Seller shall have the power and authority to
execute and deliver the Agreement and to carry
out its terms. The Seller shall have full
power and authority to sell and assign the
property to be sold and assigned to and
deposited with the Trustee as part of the Trust
and shall have duly authorized such sale and
assignment to the Trustee by all necessary
corporate action; and the execution, delivery,
and performance of the Agreement shall have been

XVII-1
65

duly authorized by the Seller by all necessary
corporate action.

(iv) Valid Sale; Binding Obligations.
The Agreement shall evidence a valid sale, transfer,
and assignment of the Receivables, enforceable
against creditors of and purchasers from the
Seller; and a legal, valid and binding obligation
of the Seller enforceable in accordance with its terms.

(v) No Violation. The
consummation of the transactions contemplated by the
Agreement and the fulfillment of the terms hereof
shall not conflict with, result in any breach of
any of the terms and provisions of, nor constitute
(with or without notice or lapse of time) a default
under, the articles of incorporation or by-laws
of the Seller, or any indenture, agreement, or
other instrument to which the Seller is a party or
by which it shall be bound; nor result in the creation or
imposition of any Lien upon any of its properties
pursuant to the terms of any such indenture,
agreement, or other instrument; nor violate
any law or, to the best of the Seller's
knowledge, any order, rule, or regulation
applicable to the Seller of any court or of any
federal or state regulatory body, administrative
agency, or other governmental instrumentality
having jurisdiction over the Seller or its properties.

(vi) No Proceedings. To the
Seller's best knowledge, there are no proceedings
or investigations pending, or threatened,
before any court, regulatory body, administrative
agency, or other governmental instrumentality
having jurisdiction over the Seller or
its properties: A) asserting the invalidity of
the Agreement or the Certificates; B) seeking
to prevent the issuance of the Certificates or
the consummation of any of the transactions
contemplated by the Agreement; C) seeking any
determination or ruling that might materially
and adversely affect the performance by the
Seller of its obligations under, or the validi-

XVII-2
66

ty or enforceability of, the Agreement or the
Certificates; or D) relating to the Seller and
which might adversely affect the federal income
tax attributes of the Certificates.

Section 17.2 Liability of Seller; Indemnities.
The Seller shall be liable in accordance herewith only to
the extent of the obligations specifically undertaken by
the Seller under the Agreement.

(i) The Seller shall indemnify,
defend, and hold harmless the Trustee and the
Trust from and against any taxes that may at
any time be asserted against the Trustee or the
Trust with respect to, and as of the date of,
the sale of the Receivables to the Trust or the
issuance and original sale of the Certificates,
including any sales, gross receipts, general
corporation, tangible personal property, privilege,
or license taxes (but, in the case of the Trust,
not including any taxes asserted with respect
to ownership of the Receivables or federal or
other income taxes arising out of the transactions
contemplated by the Agreement) and costs and
expenses in defending against the same.

(ii) The Seller shall indemnify,
defend, and hold harmless the Trustee from and
against any loss, liability, or expense incurred
by reason of (a) the Seller's willful
misfeasance, bad faith, or negligence (other
than errors in judgment) in the performance of
its duties under the Agreement, or by reason of
reckless disregard of its obligations and duties
under the Agreement and (b) the Seller's
violation of federal or state securities laws
in connection with the registration or the sale
of the Certificates.

Indemnification under this Section 17.2 shall
survive the termination of this Agreement and shall
include, without limitation, reasonable fees and expenses
of counsel and expenses of litigation. If the Seller
shall have made any indemnity payment to the Trustee
pursuant to this Section and the Trustee thereafter shall

XVII-3
67

collect any of such amounts from others, the Trustee
shall repay such amounts to the Seller, without interest.

Section 17.3 Merger or Consolidation of, or
Assumption of the Obligations of, Seller. Any Person (i)
into which the Seller may be merged or consolidated, (ii)
resulting from any merger, conversion, or consolidation
to which the Seller shall be a party, (iii) succeeding to
the business of the Seller, or (iv) more than 50% of the
voting stock of which is owned directly or indirectly by
Ford Motor Company, which Person in any of the foregoing
cases executes an agreement of assumption to perform
every obligation of the Seller under this Agreement, will
be the successor to the Seller under this Agreement
without the execution or filing of any document or any
further act on the part of any of the parties to this
Agreement; provided, however, that (x) the Seller shall
have delivered to the Trustee an Officer's Certificate
and an Opinion of Counsel each stating that such
consolidation, merger, or succession and such agreement or
assumption comply with this Section 17.3 and that all
conditions precedent, if any, provided for in the Agreement
relating to such transaction have been complied with
and (y) the Seller shall have delivered to the Trustee an
Opinion of Counsel either (A) stating that, in the opinion
of such Counsel, all financing statements and continuation
statements and amendments thereto have been executed and
filed that are necessary fully to preserve and protect the
interest of the Trustee in the Receivables, and reciting
the details of such filings, or (B) stating that, in the
opinion of such Counsel, no such action shall be necessary
to preserve and protect such interest. The Seller shall
provide notice of any merger, consolidation, or succession
pursuant to this Section 17.3 to each rating agency then
providing a rating for the Certificates. Notwithstanding
anything herein to the contrary, the execution of the
foregoing agreement or assumption and compliance with clauses
(x) or (y) above shall be conditions to the consummation of
the transactions referred to in clauses (i), (ii), or (iii) above.

Section 17.4 Limitation on Liability of Seller
and Others. The Seller and any director or officer or
employee or agent of the Seller may rely in good faith on
the advice of counsel or on any document of any kind,
prima facie properly executed and submitted by any Person
respecting any matters arising hereunder. The Seller

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shall not be under any obligation to appear in, prosecute,
or defend any legal action that shall not be incidental
to its obligations under the Agreement, and that in its
opinion may involve it in any expense or liability.

Section 17.5 Seller May Own Certificates. The
Seller and any Person controlling, controlled by, or
under common control with the Seller may in its individual
or any other capacity become the owner or pledgee of
Certificates with the same rights as it would have if it
were not the Seller or an affiliate thereof, except as
otherwise provided in the definition of "Certificateholder"
specified in Section 11.1 and except as otherwise
specifically provided herein. Certificates so owned by
or pledged to the Seller or such controlling or commonly
controlled Person shall have an equal and proportionate
benefit under the provisions of the Agreement, without
preference, priority, or distinction as among all of the
Certificates.

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ARTICLE XVIII

The Servicer

Section 18.1 Representations of Servicer. The
Servicer makes the following representations on which the
Trustee relies in accepting the Receivables in trust and
executing and authenticating the Certificates. The
representations speak as of the execution and delivery of
the Agreement and shall survive the sale of the Receivables
to the Trustee and, if applicable, any subsequent assignment
or transfer pursuant to Article XV:

(i) Organization and Good
Standing. The Servicer shall have been duly
organized and shall be validly existing as a
corporation in good standing under the laws of
the state of its incorporation, with power and
authority to own its properties and to conduct
its business as such properties shall be
currently owned and such business is presently
conducted, and had at all relevant times, and
shall have, power, authority, and legal right
to acquire, own, sell, and service the Receivables
and to hold the Receivable Files as custodian on
behalf of the Trustee;

(ii) Due Qualification. The
Servicer shall be duly qualified to do business
as a foreign corporation in good standing, and
shall have obtained all necessary licenses and
approvals in all jurisdictions in which the
ownership or lease of property or the conduct
of its business (including the servicing of the
Receivables as required by the Agreement) shall
require such qualifications;

(iii) Power and Authority. The
Servicer shall have the power and authority to
execute and deliver the Agreement and to carry
out its terms; and the execution, delivery, and
performance of the Agreement shall have been
duly authorized by the Servicer by all necessary
corporate action;

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(iv) Binding Obligation. The
Agreement shall constitute a legal, valid, and
binding obligation of the Servicer enforceable
in accordance with its terms;

(v) No Violation. The
consummation of the transactions contemplated by
the Agreement and the fulfillment of the terms
hereof shall not conflict with, result in any
breach of any of the terms and provisions of,
nor constitute (with or without notice or lapse
of time) a default under, the articles of
incorporation or by-laws of the Servicer, or any
indenture, agreement, or other instrument to
which the Servicer is a party or by which it
shall be bound; nor result in the creation or
imposition of any Lien upon any of its
properties pursuant to the terms of any such
indenture, agreement, or other instrument (other
than the Agreement); nor violate any law or, to
the best of the Servicer's knowledge, any
order, rule, or regulation applicable to the
Servicer of any court or of any federal or
state regulatory body, administrative agency,
or other governmental instrumentality having
jurisdiction over the Servicer or its
properties; and

(vi) No Proceedings. There are
no proceedings or investigations pending, or,
to the Servicer's best knowledge, threatened,
before any court, regulatory body,
administrative agency, or other governmental
instrumentality having jurisdiction over the
Servicer or its properties: A) asserting the
invalidity of the Agreement or the Certificates,
B) seeking to prevent the issuance of the Certificates
or the consummation of any of the transactions
contemplated by the Agreement, C) seeking any
determination or ruling that might materially
and adversely affect the performance by the
Servicer of its obligations under, or the
validity or enforceability of, the Agreement or
the Certificates, or D) relating to the
Servicer and which might adversely affect the
federal income tax attributes of the
Certificates.

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Section 18.2 Indemnities of Servicer. The
Servicer shall be liable in accordance herewith only to
the extent of the obligations specifically undertaken by
the Servicer under the Agreement.

(i) The Servicer shall defend,
indemnify, and hold harmless the Trustee, the
Trust, and the Certificateholders from and
against any and all costs, expenses, losses,
damages, claims, and liabilities, arising out
of or resulting from the use, ownership, or
operation by the Servicer or any affiliate
thereof of a Financed Vehicle.

(ii) The Servicer shall
indemnify, defend, and hold harmless the Trustee and
the Trust from and against any taxes that may
at any time be asserted against the Trustee or
the Trust with respect to the transactions
contemplated herein, including, without
limitation, any sales, gross receipts, general
corporation, tangible personal property, privilege,
or license taxes (but, in the case of the
Trust, not including any taxes asserted with
respect to, and as of the date of, the sale of
the Receivables to the Trust or the issuance
and original sale of the Certificates, or
asserted with respect to ownership of the
Receivables, or federal or other income taxes arising
out of the transactions contemplated by the
Agreement) and costs and expenses in defending
against the same.

(iii) The Servicer shall
indemnify, defend, and hold harmless the Trustee, the
Trust, and the Certificateholders from and
against any and all costs, expenses, losses,
claims, damages, and liabilities to the extent
that such cost, expense, loss, claim, damage,
or liability arose out of, or was imposed upon
the Trustee, the Trust, or the Certificateholders
through, the negligence, willful misfeasance, or
bad faith of the Servicer in the performance of
its duties under the Agreement or by reason of
reckless disregard of its obligations and duties
under the Agreement.

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72

(iv) The Servicer shall indemnify,
defend, and hold harmless the Trustee from
and against all costs, expenses, losses,
claims, damages, and liabilities arising out of
or incurred in connection with the acceptance
or performance of the trusts and duties herein
contained, except to the extent that such cost,
expense, loss, claim, damage, or liability:
(a) shall be due to the willful misfeasance,
bad faith, or negligence (except for errors in
judgment) of the Trustee; (b) relates to any
tax other than the taxes with respect to which
either the Seller or the Servicer shall be
required to indemnify the Trustee; (c) shall
arise from Trustee's breach of any of its
representations or warranties set forth in Section
20.14; (d) shall be one as to which the Seller
is required to indemnify the Trustee; or (e)
shall arise out of or be incurred in connection
with the performance by the Trustee of the
duties of successor Servicer hereunder.

In addition to the foregoing indemnities, if
the Trustee is entitled to indemnification by the Seller
pursuant to Section 17.2 and the Seller is unable for any
reason to provide such indemnification to the Trustee,
then the Servicer shall be liable for any indemnification
that the Trustee is entitled to under Section 17.2.

For purposes of this Section, in the event of
the termination of the rights and obligations of Ford
Motor Credit Company (or any successor thereto pursuant
to Section 18.3) as Servicer pursuant to Section 19.1, or
a resignation by such Servicer pursuant to this
Agreement, such Servicer shall be deemed to be the Servicer
pending appointment of a successor Servicer (other than
the Trustee) pursuant to Section 19.2.

Indemnification under this Section 18.2 by Ford
Motor Credit Company (or any successor thereto pursuant
to Section 18.3) as Servicer, with respect to the period
such Person was (or was deemed to be) the Servicer, shall
survive the termination of such Person as Servicer or a
resignation by such Person as Servicer as well as the
termination of this Agreement and shall include
reasonable fees and expenses of counsel and expenses of
litigation. If the Servicer shall have made any indemnity

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payments pursuant to this Section and the recipient
thereafter collects any of such amounts from others, the
recipient shall promptly repay such amounts to the
Servicer, without interest.

Section 18.3 Merger or Consolidation of, or
Assumption of the Obligations of, Servicer. Any Person
(i) into which the Servicer may be merged or
consolidated, (ii) resulting from any merger, conversion, or
consolidation to which the Servicer shall be a party, or
(iii) succeeding to the business of the Servicer, or so
long as Ford Motor Credit Company acts as Servicer, any
corporation more than 50% of the voting stock of which is
owned directly or indirectly by Ford Motor Company, which
corporation in any of the foregoing cases executes an
agreement of assumption to perform every obligation of
the Servicer under this Agreement, will be the successor
to the Servicer under this Agreement without the
execution or filing of any paper or any further act on the
part of any of the parties to this Agreement; provided,
however, that (x) the Servicer shall have delivered to
the Trustee an Officer's Certificate and an Opinion of
Counsel each stating that such consolidation, merger or
succession and such agreement of assumption comply with
this Section 18.3 and that all conditions precedent
provided for in the Agreement relating to such
transaction have been complied with and (y) the Servicer
shall have delivered to the Trustee an Opinion of Counsel
either (A) stating that, in the opinion of such Counsel,
all financing statements and continuation statements and
amendments thereto have been executed and filed that are
necessary fully to preserve and protect the interest of
the Trustee in the Receivables, and reciting the details
of such filings, or (B) stating that, in the opinion of
such Counsel, no such action shall be necessary to
preserve and protect such interest. The Servicer shall
provide notice of any merger, consolidation or succession
pursuant to this Section 18.3 to each rating agency then
providing a rating for the Certificates. Notwithstanding
anything herein to the contrary, the execution of the
foregoing agreement or assumption and compliance with
clauses (x) or (y) above shall be conditions to the
consummation of the transactions referred to in clauses
(i), (ii), or (iii) above.

Section 18.4 Limitation on Liability of
Servicer and Others. Neither the Servicer nor any of the

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directors or officers or employees or agents of the
Servicer shall be under any liability to the Trust or the
Certificateholders, except as provided under the Agreement,
for any action taken or for refraining from the
taking of any action pursuant to the Agreement or for
errors in judgment; provided, however, that this provision
shall not protect the Servicer or any such person
against any liability that would otherwise be imposed by
reason of willful misfeasance or bad faith in the performance
of duties or by reason of reckless disregard of
obligations and duties under the Agreement, or by reason
of negligence in the performance of its duties under the
Agreement (except for errors in judgment). The Servicer
and any director, officer or employee or agent of the
Servicer may rely in good faith on any Opinion of Counsel
or on any Officer's Certificate or certificate of auditors
believed to be genuine and to have been signed by
the proper party in respect of any matters arising under
this Agreement.

Except as provided in the Agreement, the
Servicer shall not be under any obligation to appear in,
prosecute, or defend any legal action that shall not be
incidental to its duties to service the Receivables in
accordance with the Agreement, and that in its opinion
may involve it in any expense or liability; provided,
however, that the Servicer may undertake any reasonable
action that it may deem necessary or desirable in respect
of the Agreement and the rights and duties of the parties
to the Agreement and the interests of the Certificateholders
under the Agreement. In such event, the legal
expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs, and liabilities
of the Servicer.

Section 18.5 Delegation of Duties. So long as
Ford Motor Credit Company acts as Servicer, the Servicer
may at any time without notice or consent delegate
substantially all its duties under this Agreement to any
corporation more than 50% of the voting stock of which is
owned, directly or indirectly, by Ford Motor Company.
The Servicer may at any time perform specific duties as
servicer under the Agreement through sub-contractors;
provided that no such delegation or subcontracting shall
relieve the Servicer of its responsibilities with respect
to such duties as to which the Servicer shall remain
primarily responsible with respect thereto.

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ARTICLE XIX

Default

Section 19.1 Events of Default. If any one of
the following events ("Events of Default") shall occur
and be continuing:

(i) Any failure by the Servicer
to deliver to the Trustee for distribution to
Certificateholders or deposit in the Subordination
Spread Account any proceeds or payment
required to be so delivered under the terms of
the Certificates and the Agreement that shall
continue unremedied for a period of three Business
Days after written notice of such failure
is received by the Servicer from the Trustee or
after discovery of such failure by an officer
of the Servicer; or

(ii) Failure on the part of the
Servicer or the Seller duly to observe or to
perform in any material respect any other
covenants or agreements of the Servicer or the
Seller (as the case may be) set forth in the
Certificates or in the Agreement, which failure
shall (a) materially and adversely affect the
rights of Certificateholders and (b) continue
unremedied for a period of 90 days after the
date on which written notice of such failure,
requiring the same to be remedied, shall have
been given (1) to the Servicer or the Seller
(as the case may be), by the Trustee, or (2) to
the Servicer or the Seller (as the case may
be), and to the Trustee by the Holders of Class
A Certificates evidencing not less than 25% of
the Class A Certificate Balance; or

(iii) The entry of a decree or
order by a court or agency or supervisory
authority having jurisdiction in the premises for
the appointment of a conservator, receiver, or
liquidator for the Servicer in any insolvency,
readjustment of debt, marshalling of assets and
liabilities, or similar proceedings, or for the
winding up or liquidation of its respective

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affairs, and the continuance of any such decree
or order unstayed and in effect for a period of
90 consecutive days; or

(iv) The consent by the Servicer
to the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment
of debt, marshalling of assets and liabilities,
or similar proceedings of or relating to the
Servicer of or relating to substantially all of
its property; or the Servicer shall admit in
writing its inability to pay its debts generally
as they become due, file a petition to take
advantage of any applicable insolvency or
reorganization statute, make an assignment for the
benefit of its creditors, or voluntarily suspend
payment of its obligations;

then, and in each and every case, so long as an Event of
Default shall not have been remedied, either the Trustee,
or the Holders of the Class A Certificates evidencing not
less than 51% of the Class A Certificate Balance, by
notice then given in writing to the Servicer (and to the
Trustee if given by the Certificateholders) (with a copy
to each rating agency requested to provide a rating on
the Certificates) may terminate all of the rights and
obligations of the Servicer under the Agreement. On or
after the receipt by the Servicer of such written notice,
all authority and power of the Servicer under the Agreement,
whether with respect to the Certificates or the
Receivables or otherwise, shall, without further action,
pass to and be vested in the Trustee or such successor
Servicer as may be appointed under Section 19.2; and,
without limitation, the Trustee is hereby authorized and
empowered to execute and deliver, on behalf of the
predecessor Servicer, as attorney-in-fact or otherwise, any
and all documents and other instruments, and to do or
accomplish all other acts or things necessary or appropriate
to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement of
the Receivables and related documents, or otherwise.

The predecessor Servicer shall cooperate with
the successor Servicer and the Trustee in effecting the
termination of the responsibilities and rights of the
predecessor Servicer under the Agreement, including the
transfer to the successor Servicer for administration by

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it of all cash amounts that shall at the time be held by
the predecessor Servicer for deposit, or shall thereafter
be received with respect to a Receivable and the delivery
of the Receivable Files, and the related accounts and records
maintained by the Servicer. All reasonable costs
and expenses (including attorneys' fees) incurred in
connection with transferring the Receivable Files to the
successor Servicer and amending the Agreement to reflect
such succession as Servicer pursuant to this Section 19.1
shall be paid by the predecessor Servicer upon presentation
of reasonable documentation of such costs and expenses.

Section 19.2 Appointment of Successor. (a)
Upon the Servicer's receipt of notice of termination pursuant
to Section 19.1 or the Servicer's resignation in
accordance with the terms of the Agreement, the predecessor
Servicer shall continue to perform its functions as
Servicer under the Agreement, in the case of termination,
only until the date specified in such termination notice
or, if no such date is specified in a notice of termination,
until receipt of such notice and, in the case of
resignation, until the later of (x) the date 45 days from
the delivery to the Trustee of written notice of such
resignation (or written confirmation of such notice) in
accordance with the terms of the Agreement and (y) the
date upon which the predecessor Servicer shall become unable
to act as Servicer, as specified in the notice of
resignation and accompanying Opinion of Counsel. In the
event of the Servicer's resignation or termination
hereunder, the Trustee shall appoint a successor Servicer,
and the successor Servicer shall accept its appointment
by a written assumption in form acceptable to the Trustee.
In the event that a successor Servicer has not been
appointed at the time when the predecessor Servicer has
ceased to act as Servicer in accordance with this Section
19.2, the Trustee without further action shall automatically
be appointed the successor Servicer. Notwithstanding
the above, the Trustee shall, if it shall be legally
unable so to act, appoint, or petition a court of
competent jurisdiction to appoint, any established
institution, having a net worth of not less than $100,000,000
and whose regular business shall include the servicing of
automotive receivables, as the successor to the Servicer
under the Agreement.

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(b) Upon appointment, the successor
Servicer shall be the successor in all respects to the
predecessor Servicer and shall be subject to all the
responsibilities, duties, and liabilities arising thereafter
relating thereto placed on the predecessor Servicer,
and shall be entitled to the Servicer Fees and
all of the rights granted to the predecessor Servicer,
by the terms and provisions of the Agreement.

(c) In connection with such appointment,
the Trustee may make such arrangements for the compensation
of such successor Servicer out of payments on Receivables
as it and such successor Servicer shall agree;
provided, however, that no such compensation shall be in
excess of that permitted the predecessor Servicer under
the Agreement. The Trustee and such successor Servicer
shall take such action, consistent with the Agreement, as
shall be necessary to effectuate any such succession.

Section 19.3 Repayment of Advances. If the
identity of the Servicer shall change, the predecessor
Servicer shall be entitled to receive to the extent of
available funds reimbursement for Outstanding Advances
pursuant to Section 14.3 and 14.4, in the manner specified
in Section 14.6, with respect to all Advances made
by the predecessor Servicer.

Section 19.4 Notification to Certificateholders.
Upon any termination of, or appointment of a successor
to, the Servicer pursuant to this Article XIX, the
Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing
in the Certificate Register and to each of the rating
agencies then rating the Certificates.

Section 19.5 Waiver of Past Defaults. The
Holders of Class A Certificates evidencing not less than
51% of the Class A Certificate Balance may, on behalf of
all Holders of Certificates, waive any default by the
Servicer in the performance of its obligations hereunder
and its consequences, except a default in making any
required deposits to or payments from the Collection
Account or the Certificate Account in accordance with the
Agreement. Upon any such waiver of a past default, such
default shall cease to exist, and any Event of Default
arising therefrom shall be deemed to have been remedied
for every purpose of the Agreement. No such waiver shall

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extend to any subsequent or other default or impair any
right consequent thereon.

XIX-5
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ARTICLE XX

The Trustee

Section 20.1 Duties of Trustee. The Trustee,
both prior to the occurrence of an Event of Default and
after an Event of Default shall have been cured or
waived, shall undertake to perform such duties as are
specifically set forth in the Agreement. If an Event of
Default shall have occurred and shall not have been cured
or waived and, in the case of an Event of Default described
in Section 19.1, the Trustee has received notice
of such Event of Default pursuant to Section 13.10(b),
the Trustee shall exercise such of the rights and powers
vested in it by the Agreement, and shall use the same
degree of care and skill in their exercise, as a prudent
person would exercise or use under the circumstances in
the conduct of his own affairs; provided, however, that
if the Trustee shall assume the duties of the Servicer
pursuant to Section 19.2, the Trustee in performing such
duties shall use the degree of skill and attention
customarily exercised by a servicer with respect to
automobile receivables that it services for itself or others.

The Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents,
orders, or other instruments furnished to the Trustee
that shall be specifically required to be furnished
pursuant to any provision of the Agreement, shall examine
them to determine whether they conform to the requirements
of the Agreement.

The Trustee shall take and maintain custody of
the Schedule of Receivables included as an exhibit to the
Agreement and shall retain all Servicer's Certificates
identifying Receivables that become Purchased Receivables.

No provision of the Agreement shall be construed
to relieve the Trustee from liability for its own
negligent action, its own negligent failure to act (other
than errors in judgment), or its own bad faith; provided,
however, that:

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(i) Prior to the occurrence of
an Event of Default, and after the curing or
waiving of all such Events of Default that may
have occurred, the duties and obligations of
the Trustee shall be determined solely by the
express provisions of the Agreement, the Trustee
shall not be liable except for the performance
of such duties and obligations as shall
be specifically set forth in the Agreement, no
implied covenants or obligations shall be read
into the Agreement against the Trustee and, in
the absence of bad faith on the part of the
Trustee, the Trustee may conclusively rely on
the truth of the statements and the correctness
of the opinions expressed upon any certificates
or opinions furnished to the Trustee and conforming
to the requirements of the Agreement;

(ii) The Trustee shall not be
liable for an error of judgment made in good
faith by a Trustee Officer, unless it shall be
proved that the Trustee shall have been negligent
in ascertaining the pertinent facts;

(iii) The Trustee shall not be
liable with respect to any action taken, suffered,
or omitted to be taken in good faith in
accordance with the Agreement or at the direction
of the Holders of Class A Certificates
evidencing not less than 25% of the Class A
Certificate Balance relating to the time, method,
and place of conducting any proceeding for
any remedy available to the Trustee, or exercising
any trust or power conferred upon the Trustee,
under the Agreement;

(iv) The Trustee shall not be
charged with knowledge of any failure by the
Servicer to comply with the obligations of the
Servicer referred to in Section 19.1, or of any
failure by the Seller to comply with the obligations
of the Seller referred to in Section 19.1, unless
a Trustee Officer assigned to the Trustee's
Corporate Trust Department obtains actual
knowledge of such failure (it being
understood that knowledge of the Servicer or
the Servicer as custodian, in its capacity as

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agent for the Trustee, is not attributable to
the Trustee) or the Trustee receives written
notice of such failure from the Servicer or the
Seller, as the case may be, or the Holders of
Class A Certificates evidencing not less than
25% of the Class A Certificate Balance; and

(v) Without limiting the
generality of this Section or Section 20.4, the
Trustee shall have no duty (i) to see to any
recording, filing, or depositing of the Agreement,
any agreement referred to therein, or any
financing statement or continuation statement
evidencing a security interest in the Receivables
or the Financed Vehicles, or to see to
the maintenance of any such recording, filing,
or depositing or to any rerecording, refiling
or redepositing of any thereof, (ii) to see to
any insurance of the Financed Vehicles or
Obligors or to effect or maintain any such
insurance, (iii) to see to the payment or
discharge of any tax, assessment, or other
governmental charge or any Lien or encumbrance of
any kind owing with respect to, assessed or levied
against, any part of the Trust, (iv) to confirm
or verify the contents of any reports or
certificates of the Servicer delivered to the
Trustee pursuant to the Agreement believed by
the Trustee to be genuine and to have been
signed or presented by the proper party or
parties, or (v) to inspect the Financed Vehicles
at any time or ascertain or inquire as to
the performance or observance of any of the
Seller's or the Servicer's representations,
warranties, or covenants or the Servicer's
duties and obligations as Servicer and as
custodian of the Receivable Files under the
Agreement.

The Trustee shall not be required to expend or
risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder, or in
the exercise of any of its rights or powers, if there
shall be reasonable ground for believing that the repayment
of such funds or adequate indemnity against such
risk or liability shall not be reasonably assured to it,
and none of the provisions contained in the Agreement

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shall in any event require the Trustee to perform, or be
responsible for the manner of performance of, any of the
obligations of the Servicer under the Agreement except
during such time, if any, as the Trustee shall be the
successor to, and be vested with the rights, duties,
powers, and privileges of, the Servicer in accordance
with the terms of the Agreement.

Section 20.2 Trustee's Certificate. Upon
request of the Seller or Servicer, on or as soon as
practicable after each Distribution Date on which Receivables
shall be assigned to the Seller or the Servicer, as
applicable, pursuant to Section 20.3, the Trustee shall
execute a Trustee's Certificate (in the form of Exhibit
D-1 or D-2, as applicable), based on the information
contained in the Servicer's Certificate for the related
Collection Period, amounts deposited to the Certificate
Account and notices received pursuant to the Agreement,
identifying the Receivables repurchased by the Seller
pursuant to Section 12.2 or purchased by the Servicer
pursuant to Section 13.7 or 21.2 during such Collection
Period, and shall deliver such Trustee's Certificate,
accompanied by a copy of the Servicer's Certificate for
such Collection Period to the Seller or the Servicer, as
the case may be. The Trustee's Certificate submitted
with respect to such Distribution Date shall operate, as
of such Distribution Date, as an assignment, without
recourse, representation, or warranty, to the Seller or
the Servicer, as the case may be, of all the Trustee's
right, title, and interest in and to such repurchased
Receivable, and all security and documents relating
thereto, such assignment being an assignment outright and
not for security.

Section 20.3 Trustee's Assignment of Purchased
Receivables. With respect to all Receivables repurchased
by the Seller pursuant to Section 12.2 or purchased by
the Servicer pursuant to Section 13.7 or 21.2, the
Trustee shall by a Trustee's Certificate (in the form of
Exhibit D-1 or D-2, as applicable) assign, without
recourse, representation, or warranty, to the Seller or
the Servicer (as the case may be) all the Trustee's right,
title, and interest in and to such Receivables, and all
security and documents relating thereto.

Section 20.4 Certain Matters Affecting Trustee.
Except as otherwise provided in Section 20.1:

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(i) The Trustee may rely and
shall be protected in acting or refraining from
acting upon any resolution, Officer's Certificate,
Servicer's Certificate, certificate of
auditors, or any other certificate, statement,
instrument, opinion, report, notice, request,
consent, order, appraisal, bond, or other paper
or document believed by it to be genuine and to
have been signed or presented by the proper
party or parties.

(ii) The Trustee may consult
with counsel and any Opinion of Counsel shall
be full and complete authorization and protection
in respect of any action taken or suffered
or omitted by it under the Agreement in good
faith and in accordance with such Opinion of
Counsel.

(iii) The Trustee shall be under
no obligation to exercise any of the rights or
powers vested in it by the Agreement, or to
institute, conduct, or defend any litigation
under the Agreement or in relation to the
Agreement, at the request, order, or direction
of any of the Certificateholders pursuant to
the provisions of the Agreement, unless such
Certificateholders shall have offered to the
Trustee reasonable security or indemnity
against the costs, expenses, and liabilities
that may be incurred therein or thereby; nothing
contained in the Agreement, however, shall
relieve the Trustee of the obligations, upon
the occurrence of an Event of Default (that
shall not have been cured or waived), to exercise
such of the rights and powers vested in it
by the Agreement, and to use the same degree of
care and skill in their exercise as a prudent
man would exercise or use under the circumstances
in the conduct of his own affairs.

(iv) The Trustee shall not be
liable for any action taken, suffered or omitted
by it in good faith and reasonably believed
by it to be authorized or within the discretion
or rights or powers conferred upon it by the
Agreement.

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85

(v) Prior to the occurrence of
an Event of Default and after the curing or
waiving of all Events of Default that may have
occurred, the Trustee shall not be bound to
make any investigation into the facts of
matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice,
request, consent, order, approval, bond, or
other paper or document, unless requested in
writing so to do by Holders of Class A
Certificates evidencing not less than 25% of
the Class A Certificate Balance; provided, however,
that if the payment within a reasonable time to
the Trustee of the costs, expenses, or liabilities
likely to be incurred by it in the making
of such investigation shall be, in the opinion
of the Trustee, not reasonably assured to the
Trustee by the security afforded to it by the
terms of the Agreement, the Trustee may require
reasonable indemnity against such cost,
expense, or liability as a condition to so
proceeding. The reasonable expense of every such
examination shall be paid by the Servicer or,
if paid by the Trustee, shall be reimbursed by
the Servicer upon demand. Nothing in this
clause (v) shall affect the obligation of the
Servicer to observe any applicable law
prohibiting disclosure of information regarding
the Obligors.

(vi) The Trustee may execute any
of the trusts or powers hereunder or perform
any duties under the Agreement either directly
or by or through agents or attorneys or a
custodian. The Trustee shall not be responsible
for any misconduct or negligence of any such
agent or custodian appointed with due care by
it hereunder or of the Servicer in its capacity
as Servicer or custodian.

(vii) Subsequent to the sale of
the Receivables by the Seller to the Trustee,
the Trustee shall have no duty of independent
inquiry, except as may be required by Section
20.1, and the Trustee may rely upon the
representations and warranties and covenants of the
Seller and the Servicer contained in the Agree-

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ment with respect to the Receivables and the
Receivable Files.

Section 20.5 Trustee Not Liable for
Certificates or Receivables. The recitals contained herein
and in the Certificates (other than the certificate of
authentication on the Certificates) shall be taken as the
statements of the Seller or the Servicer, as the case may
be, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee shall make no
representations as to the validity or sufficiency of the
Agreement or of the Certificates (other than the certificate
of authentication on the Certificates), or of any
Receivable or related document. The Trustee shall at no time
have any responsibility or liability for or with respect
to the legality, validity, and enforceability of any
security interest in any Financed Vehicle or any
Receivable, or the perfection and priority of such a security
interest or the maintenance of any such perfection and
priority, or for or with respect to the efficacy of the
Trust or its ability to generate the payments to be
distributed to Certificateholders under the Agreement,
including, without limitation: the existence, condition,
location, and ownership of any Financed Vehicle; the
review of any Receivable File therefor; the existence and
enforceability of any physical damage insurance thereon;
the existence and contents of any Receivable or any
Receivable File or any computer or other record thereof;
the validity of the assignment of any Receivable to the
Trust or of any intervening assignment; the completeness
of any Receivable or any Receivable File; the performance
or enforcement of any Receivable; the compliance by the
Seller or the Servicer with any warranty or representation
made under the Agreement or in any related document
and the accuracy of any such warranty or representation
prior to the Trustee's receipt of notice or other
discovery of any noncompliance therewith or any breach thereof;
any investment of monies by the Servicer or any loss
resulting therefrom (it being understood that the Trustee
shall remain responsible for any Trust property that it
may hold); the acts or omissions of the Seller, the
Servicer, or any Obligor; an action of the Servicer taken
in the name of the Trustee; or any action by the Trustee
taken at the instruction of the Servicer; provided,
however, that the foregoing shall not relieve the Trustee
of its obligation to perform its duties under the
Agreement. Except with respect to a claim based on the fail-

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ure of the Trustee to perform its duties under the
Agreement or based on the Trustee's negligence or willful
misconduct, no recourse shall be had for any claim based
on any provision of the Agreement, the Certificates, or
any Receivable or assignment thereof against the Trustee
in its individual capacity, the Trustee shall not have
any personal obligation, liability, or duty whatsoever to
any Certificateholder or any other Person with respect to
any such claim, and any such claim shall be asserted
solely against the Trust or any indemnitor who shall
furnish indemnity as provided in the Agreement. The
Trustee shall not be accountable for the use or application
by the Seller of any of the Certificates or of the
proceeds of such Certificates, or for the use or application
of any funds paid to the Servicer in respect of the
Receivables. Any obligation of the Trustee to give any
notice or statement to any rating agency hereunder shall
constitute only a best efforts obligation and such notice
or statement shall be so provided only as a matter of
courtesy and accommodation, the Trustee having no
liability to any rating agency or any other Person for any
failure to so provide such notice or statement. The
Trustee may rely on the accuracy of such certification
until it receives from the Seller an Officer's
Certificate superseding such certification.

Section 20.6 Trustee May Own Certificates.
The Trustee in its individual or any other capacity may
become the owner or pledgee of Certificates and may deal
with the Seller and the Servicer in banking transactions
with the same rights as it would have if it were not
Trustee.

Section 20.7 Trustee's Fees and Expenses. The
Servicer shall pay to the Trustee, and the Trustee shall
be entitled to, reasonable compensation (which shall not
be limited by any provision of law in regard to the
compensation of a trustee of an express trust) for all
services rendered by it in the execution of the trusts
created by the Agreement and in the exercise and
performance of any of the Trustee's powers and duties under
the Agreement, and the Servicer, shall pay or reimburse the
Trustee upon its request for all reasonable expenses,
disbursements, and advances (including the reasonable
compensation and the expenses and disbursements of its
counsel and of all persons not regularly in its employ)
incurred or made by the Trustee in accordance with any

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provisions of the Agreement except any such expense,
disbursement, or advance as may be attributable to its
willful misfeasance, negligence, or bad faith, and the
Servicer shall indemnify the Trustee for, and hold it
harmless against any loss, liability, or expense incurred
without willful misfeasance, negligence, or bad faith on
its part, arising out of or in connection with the acceptance
or administration of the Trust, including the costs
and expenses of defending itself against any claim or
liability in connection with the exercise or performance
of any of its powers or duties under the Agreement.
Additionally, the Seller, pursuant to Section 17.2, and
the Servicer, pursuant to Section 18.2, respectively,
shall indemnify the Trustee with respect to certain
matters, and Certificateholders, pursuant to Section 20.4
shall, upon the circumstances therein set forth, indemnify
the Trustee under certain circumstances. The provisions
of this Section 20.7 shall survive the termination
of this Agreement.

Section 20.8 Indemnity of Trustee and Class A
Agent. The Trustee shall be indemnified by the Servicer
and held harmless against any loss, liability, fee,
disbursement, or expense (including any compensation or
expense referred to in Section 20.7) arising out of or
incurred in connection with the acceptance or performance
of the trusts and duties contained in the Agreement to
the extent that (i) the Trustee shall not be entitled to
indemnity for such loss, liability, fee, disbursement, or
expense by the Seller pursuant to Section 17.2 or Section
20.7, the Servicer pursuant to Section 18.2, or the
Certificateholders pursuant to Section 20.4; (ii) such
loss, liability, fee, disbursement, or expense shall not
have been incurred by reason of the Trustee's willful
misfeasance, bad faith, or negligence (except for errors
in judgment); and (iii) such loss, liability, fee,
disbursement, or expense shall not have been incurred by
reason of the Trustee's breach of its representations and
warranties pursuant to Section 20.14. The Class A Agent
shall be indemnified by the Servicer and held harmless
against any loss, liability, fee, disbursement, or
expense arising out of or incurred in connection with the
acceptance or performance of its duties contained in the
Agreement except to the extent that such loss, liability,
fee, disbursement, or expense shall have been incurred by
reason of the Class A Agent's willful misfeasance or
gross negligence; provided, however, that notwithstanding

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the foregoing, the Class A Agent shall be entitled to
indemnification pursuant to this Section 20.8 with respect
to any actions of the Class A Agent taken in accordance with
the written instructions of the Servicer or of the Trustee
pursuant to Sections 14.7(d)(i) or 14.7(d)(ii).

Section 20.9 Eligibility Requirements for
Trustee. The Trustee under the Agreement shall at all
times be a corporation having an office in the same state
as the location of the Corporate Trust Office as specified
in the Agreement; organized and doing business under
the laws of such state or the United States of America;
authorized under such laws to exercise corporate trust
powers; and having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination
by federal or state authorities. If such corporation
shall publish reports of condition at least annually,
pursuant to law or to the requirements of the aforesaid
supervising or examining authority, then for the
purpose of this Section 20.9, the combined capital and
surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most
recent report of condition so published. In case at any
time the Trustee shall cease to be eligible in accordance
with the provisions of this Section 20.9, the Trustee
shall resign immediately in the manner and with the
effect specified in Section 20.10.

Section 20.10 Resignation or Removal of Trustee.
The Trustee may at any time resign and be discharged
from the trusts hereby created by giving written notice
thereof to the Servicer. Upon receiving such notice of
resignation, the Servicer shall promptly appoint a
successor Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to the
resigning Trustee and one copy to the successor Trustee.
If no successor Trustee shall have been so appointed and
have accepted appointment within 30 days after the giving
of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the
appointment of a successor Trustee.

If at any time the Trustee shall cease to be
eligible in accordance with the provisions of Section
20.9 and shall fail to resign after written request
therefor by the Servicer, or if at any time the Trustee

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shall be legally unable to act, or shall be adjudged
bankrupt or insolvent, or a receiver of the trustee or of
its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its
property or affairs for the purpose of rehabilitation,
conservation, or liquidation, then the Servicer may
remove the Trustee. If it shall remove the Trustee under
the authority of the immediately preceding sentence, the
Servicer shall promptly appoint a successor Trustee by
written instrument, in duplicate, one copy of which
instrument shall be delivered to the Trustee so removed
and one copy to the successor Trustee and shall promptly
pay all fees owed to the outgoing Trustee.

Any resignation or removal of the Trustee and
appointment of a successor Trustee pursuant to any of the
provisions of this Section 20.10 shall not become effective
until acceptance of appointment by the successor
Trustee pursuant to Section 20.11 and payment of all fees
and expenses owed and any other amounts due hereunder to
the outgoing Trustee. The Servicer shall provide notice
of such resignation or removal of the Trustee to each of
the rating agencies then rating the Certificates.

Section 20.11 Successor Trustee. Any successor
Trustee appointed pursuant to Section 20.10 shall
execute, acknowledge, and deliver to the Servicer and to
its predecessor Trustee an instrument accepting such
appointment under the Agreement, and thereupon the resignation
or removal of the predecessor Trustee shall become
effective and such successor Trustee, without any further
act, deed, or conveyance, shall become fully vested with
all the rights, powers, duties, and obligations of its
predecessor under the Agreement, with like effect as if
originally named as Trustee. The predecessor Trustee
shall upon payment of its fees and expenses and any other
amounts due it hereunder deliver to the successor Trustee
all documents and statements and monies held by it under
the Agreement; and the Servicer and the predecessor
Trustee shall execute and deliver such instruments and do
such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor
Trustee all such rights, powers, duties, and obligations.

No successor Trustee shall accept appointment
as provided in this Section 20.11 unless at the time of

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such acceptance such successor Trustee shall be eligible
pursuant to Section 20.9.

Upon acceptance of appointment by a successor
Trustee pursuant to this Section 20.11, the Servicer
shall mail notice of the successor of such Trustee under
the Agreement to all Holders of Certificates at their
addresses as shown in the Certificate Register. If the
Servicer shall fail to mail such notice within 10 days
after acceptance of appointment by the successor Trustee,
the successor Trustee shall cause such notice to be
mailed at the expense of the Servicer.

Section 20.12 Merger or Consolidation of
Trustee. Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated,
or any corporation resulting from any merger, conversion,
or consolidation to which the Trustee shall be a party,
or any corporation succeeding to all or substantially all
of the corporate trust business of the Trustee, shall be
the successor of the Trustee hereunder, provided such
corporation shall be eligible pursuant to Section 20.9,
without the execution or filing of any instrument or any
further act on the part of any of the parties hereto;
anything herein to the contrary notwithstanding.

Section 20.13 Appointment of Co-Trustee or
Separate Trustee. Notwithstanding any other provisions
of the Agreement, at any time, for the purpose of meeting
any legal requirements of any jurisdiction in which any
part of the Trust or any Financed Vehicle may at the time
be located, the Servicer and the Trustee acting jointly
shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by
the Trustee to act as co-trustee, jointly with the Trustee,
or separate trustee or separate trustees, of all or
any part of the Trust, and to vest in such Person, in
such capacity and for the benefit of the Certificateholders,
such title to the Trust, or any part thereof, and,
subject to the other provisions of this Section 20.13,
such powers, duties, obligations, rights, and trusts as
the Servicer and the Trustee may consider necessary or
desirable. If the Servicer shall not have joined in such
appointment within 15 days after the receipt by it of a
request so to do, or in the case an Event of Default
shall have occurred and be continuing, the Trustee alone
shall have the power to make such appointment. No co-

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trustee or separate trustee under the Agreement shall be
required to meet the terms of eligibility as a successor
trustee pursuant to Section 20.9 and no notice of a
successor trustee pursuant to Section 20.11 and no notice
to Certificateholders of the appointment of any co-trustee
or separate trustee shall be required pursuant to
Section 20.11.

Each separate trustee and co-trustee shall, to
the extent permitted by law, be appointed and act subject
to the following provisions and conditions:

(i) All rights, powers, duties,
and obligations conferred or imposed upon the
Trustee shall be conferred upon and exercised
or performed by the Trustee and such separate
trustee or co-trustee jointly (it being understood
that such separate trustee or co-trustee
is not authorized to act separately without the
Trustee joining in such act), except to the
extent that under any law of any jurisdiction
in which any particular act or acts are to be
performed (whether as Trustee under the Agreement
or as successor to the Servicer under the
Agreement), the Trustee shall be incompetent or
unqualified to perform such act or acts, in
which event such rights, powers, duties, and
obligations (including the holding of title to
the Trust or any portion thereof in any such
jurisdiction) shall be exercised and performed
singly by such separate trustee or co-trustee,
but solely at the direction of the Trustee;

(ii) No trustee under the Agreement
shall be personally liable by reason of any act or
omission of any other trustee under the Agreement;

(iii) The Servicer and the Trustee
acting jointly may at any time accept the
resignation of or remove any separate trustee
or co-trustee; and

(iv) All duties owed hereunder
to the Trustee by the Servicer shall be deemed
to be owed to each separate trustee and co-trustee.

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Any notice, request, or other writing given to
the Trustee shall be deemed to have been given to each of
the then separate trustees and co-trustees, as effectively
as if given to each of them. Every instrument appointing
any separate trustee or co-trustee shall refer
to the Agreement and the conditions of this Article XX.
Each separate trustee and co-trustee, upon its acceptance
of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment,
either jointly with the Trustee or separately, as may be
provided therein, subject to all the provisions of the
Agreement, specifically including every provision of the
Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee.
Each such instrument shall be filed with the Trustee and
a copy thereof given to the Servicer.

Any separate trustee or co-trustee may at any
time appoint the Trustee, its agent or attorney-in-fact
with full power and authority, to the extent not prohibited
by law, to do any lawful act under or in respect of
the Agreement on its behalf and in its name. If any
separate trustee or co-trustee shall die, become incapable
of acting, resign, or be removed, all of its estates,
properties, rights, remedies, and trusts shall vest in
and be exercised by the Trustee, to the extent permitted
by law, without the appointment of a new or successor
trustee.

Section 20.14 Representations and Warranties
of Trustee. The Trustee shall make the following representations
and warranties on which the Seller and Certificateholders
shall rely:

(i) The Trustee is a New York
corporation duly organized, validly existing,
and in good standing under the laws of the
State of New York.

(ii) The Trustee has full corporate
power, authority, and legal right to execute,
deliver, and perform the Agreement, and
shall have taken all necessary action to authorize
the execution, delivery, and performance by it of
the Agreement.

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(iii) The Agreement shall have
been duly executed and delivered by the
Trustee.

Section 20.15 Tax Returns. The Servicer shall
prepare or shall cause to be prepared any tax returns
required to be filed by the Trust and shall remit such
returns to the Trustee for signature at least five days
before such returns are due to be filed. The Trustee,
upon request, will furnish the Servicer with all such
information known to the Trustee as may be reasonably
required in connection with the preparation of all tax
returns of the Trust, and shall, upon request, execute
such returns.

Section 20.16 Trustee May Enforce Claims
Without Possession of Certificates. All rights of action
and claims under this Agreement or the Certificates may
be prosecuted and enforced by the Trustee without the
possession of any of the Certificates or the production
thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in
its own name as trustee. Any recovery of judgment shall,
after provision for the payment of the reasonable
compensation, expenses, disbursements, and advances of the
Trustee, its agents and counsel, be for the ratable
benefit of the Certificateholders in respect of which
such judgment has been obtained.

Section 20.17 Suits for Enforcement. If an
Event of Default shall occur and be continuing, the
Trustee, in its discretion may, subject to the provisions
of Section 20.1, proceed to protect and enforce its
rights and the rights of the Certificateholders under
this Agreement by a suit, action, or proceeding in
equity or at law or otherwise, whether for the specific
performance of any covenant or agreement contained in this
Agreement or in aid of the execution of any power granted
in this Agreement or for the enforcement of any other
legal, equitable, or other remedy as the Trustee, being
advised by counsel, shall deem most effectual to protect
and enforce any of the rights of the Trustee or the
Certificateholders.

Section 20.18 Rights of Certificateholders to
Direct Trustee. Holders of Class A Certificates evidencing
not less than 51% of the Class A Certificate Balance

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shall have the right to direct the time, method, and
place of conducting any proceeding for any remedy
available to the Trustee, or exercising any trust or
power conferred on the Trustee; provided, however, that,
subject to Section 20.1, the Trustee shall have the right to
decline to follow any such direction if the Trustee being
advised by counsel determines that the action so directed
may not lawfully be taken, or if the Trustee in good
faith shall, by a Trustee Officer, determine that the
proceedings so directed would be illegal or subject it to
personal liability or be unduly prejudicial to the rights
of Certificateholders not parties to such direction; and
provided further that nothing in this Agreement shall
impair the right of the Trustee to take any action deemed
proper by the Trustee and which is not inconsistent with
such direction by the Certificateholders.

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ARTICLE XXI

Termination

Section 21.1 Termination of the Trust. The
respective obligations and responsibilities of the
Seller, the Servicer, and the Trustee created hereby and the
Trust created by the Agreement shall terminate upon (i)
the purchase as of the last day of any Collection Period
by the Servicer at its option, pursuant to Section 21.2,
of the corpus of the Trust and the subsequent distribution
to Certificateholders pursuant to Section 14.6 of
the amount required to be deposited pursuant to Section
21.2 or (ii) the payment to Certificateholders of all
amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as
part of the Trust; provided, however, that in no event
shall the trust created by the Agreement continue beyond
the expiration of 21 years from the death of the last
survivor of the descendants of ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
currently residing in Clarkston, Michigan, living on the
date of the Agreement. The Servicer shall promptly
notify the Trustee of any prospective termination
pursuant to this Section 21.1.

Notice of any termination, specifying the
Distribution Date upon which the Certificateholders may
surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be
given promptly by the Trustee by letter to Certificate
holders mailed not earlier than the 15th day and not
later than the 25th day of the month next preceding the
specified Distribution Date stating (A) the Distribution
Date upon which final payment of the Certificates shall
be made upon presentation and surrender of the Certificates
at the office of the Trustee therein designated,
(B) the amount of any such final payment, and (C) if
applicable, that the Record Date otherwise applicable to
such Distribution Date is not applicable, payments being
made only upon presentation and surrender of the
Certificates at the office of the Trustee therein specified.
The Trustee shall give such notice to the Certificate
Registrar (if other than the Trustee) at the time such
notice is given to Certificateholders. Upon presentation
and surrender of the Certificates, the Trustee shall
cause to be distributed to Certificateholders amounts

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97

distributable on such Distribution Date pursuant to
Section 14.6.

In the event that all of the Certificateholders
shall not surrender their Certificates for cancellation
within six months after the date specified in the
abovementioned written notice, the Trustee shall give a second
written notice to the remaining Certificateholders to
surrender their Certificates for cancellation and receive
the final distribution with respect thereto. If within
one year after the second notice all the Certificates
shall not have been surrendered for cancellation, the
Trustee may take appropriate steps, or may appoint an
agent to take appropriate steps, to contact the remaining
Certificateholders concerning surrender of their
Certificates, and the cost thereof shall be paid out of the
funds and other assets that shall remain subject to the
Agreement. Any funds remaining in the Trust after
exhaustion of such remedies shall be distributed by the
Trustee to the Edison Institute, Dearborn, Michigan.

Section 21.2 Optional Purchase of All
Receivables. On the last day of any Collection Period as of
which the Pool Factor shall be less than the Optional
Purchase Percentage, the Servicer shall have the option
to purchase the corpus of the Trust. To exercise such
option, the Servicer shall deposit pursuant to Section
14.5 in the Collection Account an amount equal to the
aggregate Purchase Amount for the Receivables, plus the
appraised value of any other property held by the Trust,
such value to be determined by an appraiser mutually
agreed upon by the Servicer and the Trustee, and shall
succeed to all interests in and to the Trust.

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98

ARTICLE XXII

Miscellaneous Provisions

Section 22.1 Amendment. The Agreement may be
amended by the Seller, the Servicer, the Trustee and the
Class A Agent, without the consent of any of the
Certificateholders, to cure any ambiguity, to correct or
supplement any provisions in the Agreement, or to add any
other provisions with respect to matters or questions arising
under the Agreement that shall not be inconsistent with
the provisions of the Agreement; provided, however, that
such action shall not, as evidenced by an Opinion of
Counsel, adversely affect in any material respect the
interests of any Certificateholder. The Agreement also
may be amended by the Seller, the Servicer, the Trustee
and the Class A Agent, without the consent of any of the
Certificateholders, to provide for the transfer of the
Class B Certificates; provided, however, that the
conditions specified in the third and fourth paragraphs of
Section 16.3 shall be satisfied prior to such transfer;
provided, further, that such amendment shall not change
the timing of or the amount of any distributions that the
Class A Certificateholders are entitled to receive hereunder.

The Agreement may also be amended from time to
time by the Seller, the Servicer, the Trustee and the
Class A Agent with the consent of the Holders of Class A
Certificates and Class B Certificates, each voting as a
Class (which consent of any Holder of a Certificate given
pursuant to this Section or pursuant to any other provision
of this Agreement shall be conclusive and binding on
such Holder and on all future Holders of such Certificate
and of any Certificate issued upon the transfer thereof
or in exchange thereof or in lieu thereof whether or not
notation of such consent is made upon the Certificate),
evidencing not less than 51% of the Class A Certificate
Balance and Class B Certificate Balance, respectively,
for the purpose of adding any provisions to or changing
in any manner or eliminating any of the provisions of the
Agreement, or of modifying in any manner the rights of
the Holders of Certificates; provided, however, that no
such amendment shall (a) increase or reduce in any manner
the amount of, or accelerate or delay the timing of,
collections of payments on Receivables or distributions

XXII-1
99

that shall be required to be made on any Certificate or
change the Pass Through Rate or the Specified Subordinated
Spread Account Balance or (b) reduce the aforesaid
percentage required to consent to any such amendment,
without the consent of the Holders of all Certificates
then outstanding.

Prior to the execution of any such amendment or
consent, the Servicer will provide and the Trustee shall
distribute written notification of the substance of such
amendment or consent to each of the rating agencies then
rating the Certificates.

Promptly after the execution of any such
amendment or consent, the Trustee shall furnish written
notification of the substance of such amendment or consent to
each Certificateholder.

It shall not be necessary for the consent of
Certificateholders pursuant to this Section 22.1 to
approve the particular form of any proposed amendment or
consent, but it shall be sufficient if such consent shall
approve the substance thereof. The manner of obtaining
such consents (and any other consents of Certificateholders
provided for in this Agreement) and of evidencing the
authorization of the execution thereof by Certificateholders
shall be subject to such reasonable requirements
as the Trustee may prescribe, including the establishment
of record dates pursuant to paragraph number 2 of the
Depository Agreement.

Prior to the execution of any amendment to the
Agreement, the Trustee shall be entitled to receive and
rely upon an Opinion of Counsel stating that the execution
of such amendment is authorized or permitted by the
Agreement and the Opinion of Counsel referred to in
Section 22.2(i)(1). The Trustee may, but shall not be
obligated to, enter into any such amendment which affects
the Trustee's own rights, duties or immunities under the
Agreement or otherwise.

Section 22.2 Protection of Title to Trust.

(a) The Seller shall execute and file
such financing statements and cause to be executed and
filed such continuation statements, all in such manner

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100

and in such places as may be required by law fully to
preserve, maintain, and protect the interest of the
Certificateholders and the Trustee in the Receivables and
in the proceeds thereof. The Seller shall deliver (or
cause to be delivered) to the Trustee file-stamped copies
of, or filing receipts for, any document filed as provided
above, as soon as available following such filing.

(b) Neither the Seller nor the Servicer
shall change its name, identity, or corporate structure
in any manner that would, could, or might make any financing
statement or continuation statement filed by the
Seller in accordance with paragraph (a) above seriously
misleading within the meaning of # 9-402(7) of the UCC,
unless it shall have given the Trustee at least five
days' prior written notice thereof and shall have promptly
filed appropriate amendments to all previously filed
financing statements or continuation statements.

(c) The Seller and the Servicer shall
give the Trustee at least 60 days' prior written notice
of any relocation of its principal executive office if,
as a result of such relocation, the applicable provisions
of the UCC would require the filing of any amendment of
any previously filed financing or continuation statement
or of any new financing statement and shall promptly file
any such amendment. The Servicer shall at all times
maintain each office from which it shall service Receivables,
and its principal executive office, within the United States
of America.

(d) The Servicer shall maintain accounts
and records as to each Receivable accurately and in
sufficient detail to permit (i) the reader thereof to
know at any time the status of such Receivable, including
payments and recoveries made and payments owing (and the
nature of each) and (ii) reconciliation between payments
or recoveries on (or with respect to) each Receivable and
the amounts from time to time deposited in the Certificate
Account and Payahead Account in respect of such Receivable.

(e) The Servicer shall maintain its
computer systems so that, from and after the time of sale
under the Agreement of the Receivables to the Trust, the
Servicer's master computer records (including any back-up
archives) that refer to a Receivable shall indicate

XXII-3
101

clearly the interest of the particular grantor trust in
such Receivable and that such Receivable is owned by the
Trust. Indication of the Trust's ownership of a Receivable
shall be deleted from or modified on the Servicer's
computer systems when, and only when, the Receivable
shall have been paid in full or repurchased.

(f) If at any time the Seller or the
Servicer shall propose to sell, grant a security interest
in, or otherwise transfer any interest in automotive
receivables to any prospective purchaser, lender, or
other transferee, the Servicer shall give to such
prospective purchaser, lender, or other transferee computer
tapes, records, or print-outs (including any restored
from back-up archives) that, if they shall refer in any
manner whatsoever to any Receivable, shall indicate
clearly that such Receivable has been sold and is owned
by the Trust.

(g) The Servicer shall permit the Trustee
and its agents at any time during normal business hours
to inspect, audit, and make copies of and abstracts from
the Servicer's records regarding any Receivable.

(h) Upon request, the Servicer shall
furnish to the Trustee, within twenty Business Days, a
list of all Receivables (by contract number and name of
Obligor) then held as part of the Trust, together with a
reconciliation of such list to the Schedule of Receivables
and to each of the Servicer's Certificates furnished before
such request indicating removal of Receivables from the Trust.

(i) The Servicer shall deliver to the
Trustee:

(1) promptly after the
execution and delivery of the Agreement and of
each amendment thereto, an Opinion of Counsel
either (A) stating that, in the opinion of such
Counsel, all financing statements and continuation
statements have been executed and filed that are
necessary fully to preserve and protect the interest
of the Trustee in the Receivables, and reciting
the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or
(B) stating

XXII-4
102

that, in the opinion of such Counsel, no such
action shall be necessary to preserve and protect
such interest; and

(2) within 90 days after
the beginning of each calendar year beginning
with the first calendar year beginning more
than three months after the Cutoff Date, an
Opinion of Counsel, dated as of a date during
such 90-day period, either (A) stating that, in
the opinion of such Counsel, all financing
statements and continuation statements have
been executed and filed that are necessary
fully to preserve and protect the interest of
the Trustee in the Receivables, and reciting
the details of such filings or referring to
prior Opinions of Counsel in which such details
are given, or (B) stating that, in the opinion
of such Counsel, no such action shall be
necessary to preserve and protect such interest.

Each Opinion of Counsel referred to in clause
(i)(1) or (i)(2) above shall specify any action necessary
(as of the date of such opinion) to be taken in the
following year to preserve and protect such interest.

(j) The Seller shall, to the extent
required by applicable law, cause the Certificates to be
registered with the Securities and Exchange Commission
pursuant to Section 12(b) or Section 12(g) of the Securities
Exchange Act of 1934 within the time periods specified in
such sections.

(k) For the purpose of facilitating the
execution of the Agreement and for other purposes, the
Agreement may be executed in any number of counterparts,
each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute
but one and the same instrument.

Section 22.3 Limitation on Rights of Certificateholders.
The death or incapacity of any Certificateholder shall not
operate to terminate the Agreement or the Trust, nor entitle
such Certificateholder's legal representatives or heirs to
claim an accounting or to take any action or commence any
proceeding in any court for a partition or winding up of the
Trust, nor otherwise

XXII-5
103

affect the rights, obligations, and liabilities of the
parties to the Agreement or any of them.

No Certificateholder shall have any right to
vote (except as provided in Section 22.1 or 19.5) or in
any manner otherwise control the operation and management
of the Trust, or the obligations of the parties to the
Agreement, nor shall anything in the Agreement set forth,
or contained in the terms of the Certificates, be construed
so as to constitute the Certificateholders from
time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to
any third person by reason of any action taken pursuant
to any provision of the Agreement.

No Certificateholder shall have any right by
virtue or by availing itself of any provisions of the
Agreement to institute any suit, action, or proceeding in
equity or at law upon or under or with respect to the
Agreement, unless such Holder previously shall have given
to the Trustee a written notice of default and of the
continuance thereof, and unless also (i) the default
arises from the Seller's or the Servicer's failure to
remit payments when due hereunder, or (ii) the Holders of
Class A Certificates evidencing not less than 25% of the
Class A Certificate Balance shall have made written
request upon the Trustee to institute such action, suit
or proceeding in its own name as Trustee under the Agreement
and shall have offered to the Trustee such reasonable
indemnity as it may require against the costs, expenses, and
liabilities to be incurred therein or thereby, and
the Trustee, for 30 days after its receipt of such notice,
request, and offer of indemnity, shall have neglected or
refused to institute any such action, suit or proceeding and
during such 30-day period no request or waiver inconsistent
with such written request has been given to the Trustee
pursuant to this Section or Section 19.5; no one or more
Holders of Certificates shall have any right in any manner
whatever by virtue or by availing itself or themselves of
any provisions of the Agreement to affect, disturb, or
prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over
or preference to any other such Holder, or to enforce
any right, under the Agreement except in the manner
provided in the Agreement and for the equal, ratable, and
common benefit of all Certificateholders. For the protection
and enforcement

XXII-6
104

of the provisions of this Section 22.3, each
Certificateholder and the Trustee shall be entitled to
such relief as can be given either at law or in equity.

Section 22.4 GOVERNING LAW. THE AGREEMENT
SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND
REMEDIES OF THE PARTIES UNDER THE AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 22.5 Notices. All demands, notices,
and communications upon or to the Seller, the Servicer,
the Trustee, or any rating agency under the Agreement
shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, and shall be
deemed to have been duly given upon receipt (a) in the
case of the Seller or the Servicer, to the agent for
service as specified in the Agreement, or at such other
address as shall be designated by the Seller or the
Servicer in a written notice to the Trustee, (b) in the
case of the Trustee, at the Corporate Trust Office, (c)
in the case of ▇▇▇▇▇'▇ Investors Service, Inc., at the
following address: ▇▇▇▇▇'▇ Investors Service, Inc., ABS
Monitoring Department, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, and (d) in the case of Standard & Poor's
Ratings Group, at the following address: Standard &
Poor's Ratings Group, ▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇, Attention: Asset Backed Surveillance
Department. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first
class mail, postage prepaid, at the address of such
Holder as shown in the Certificate Register. Any notice
so mailed within the time prescribed in the Agreement
shall be conclusively presumed to have been duly given,
whether or not the Certificateholder shall receive such
notice.

Section 22.6 Severability of Provisions. If
any one or more of the covenants, agreements, provisions,
or terms of the Agreement shall be for any reason
whatsoever held invalid, then such covenants, agreements,
provisions, or terms shall be deemed severable from the
remaining covenants, agreements, provisions, or terms of
the Agreement and shall in no way affect the validity or
enforceability of the other provisions of the Agreement
or of the Certificates or the rights of the Holders
thereof.

XXII-7
105

Section 22.7 Assignment. Notwithstanding
anything to the contrary contained herein, except as
provided in Sections 17.3 and 18.3 and as provided in the
provisions of the Agreement concerning the resignation of
the Servicer, the Agreement may not be assigned by the
Seller or the Servicer without the prior written consent
of the Trustee and the Holders of Class A Certificates
evidencing not less than 66-2/3% of the Class A
Certificate Balance.

Section 22.8 Certificates Nonassessable and
Fully Paid. Certificateholders shall not be personally
liable for obligations of the Trust. The interests
represented by the Certificates shall be nonassessable
for any losses or expenses of the Trust or for any reason
whatsoever, and, upon authentication thereof by the
Trustee pursuant to Section 16.2 or Section 16.3,
Certificates shall be deemed fully paid.

Section 22.9 Further Assurances. The Seller
and the Servicer agree to do and perform, from time to
time, any and all acts and to execute any and all further
instruments required or reasonably requested by the
Trustee more fully to effect the purposes of this Agreement,
including, without limitation, the execution of any
financing statements or continuation statements relating
to the Receivables for filing under the provisions of the
Uniform Commercial Code of any applicable jurisdiction.

Section 22.10 No Waiver; Cumulative Remedies.
No failure to exercise and no delay in exercising, on the
part of the Trustee or the Certificateholders, any right,
remedy, power or privilege hereunder, shall operate as a
waiver thereof; nor shall any single or partial exercise
of any right, remedy, power or privilege hereunder
preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.
The rights, remedies, powers and privileges therein
provided are cumulative and not exhaustive of any rights,
remedies, powers and privileges provided by law.

Section 22.11 Third-Party Beneficiaries. This
Agreement will inure to the benefit of and be binding
upon the parties hereto, the Certificateholders, and
their respective successors and permitted assigns.
Except as otherwise provided in this Article XXII, no
other person will have any right or obligation hereunder.

XXII-8
106

Section 22.12 Actions by Certificateholders.
(a) Wherever in this Agreement a provision is made that
an action may be taken or a notice, demand, or instruction
given by Certificateholders, such action, notice, or
instruction may be taken or given by any Certificateholder,
unless such provision requires a specific percentage
of Certificateholders.

(b) Any request, demand, authorization,
direction, notice, consent, waiver, or other act by a
Certificateholder shall bind such Certificateholder and
every subsequent holder of such Certificate issued upon
the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done
or omitted to be done by the Trustee or the Servicer in
reliance thereon, whether or not notation of such action
is made upon such Certificate.

* * * *

XXII-9

107

EXHIBIT A

[FORM OF CLASS A CERTIFICATE -- SEE REVERSE FOR CERTAIN DEFINITIONS]

[The following legend to be inserted if this Certificate is issued to CEDE &
Co.:]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION, TO THE ISSUER OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (AND ANY PAYMENT
IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

FORD CREDIT 1995-B GRANTOR TRUST

______% ASSET BACKED CERTIFICATE, CLASS A

evidencing a fractional undivided interest in the Trust, as defined below,
the property of which includes a pool of retail installment sale contracts
secured by new and used automobiles and light trucks and sold to the Trust by
Ford Credit Auto Receivables Corporation.

(This Certificate does not represent an interest in or obligation of Ford
Credit Auto Receivables Corporation or Ford Motor Credit Company or any of
their respective affiliates, except to the extent described below.)

NUMBER [R-] CUSIP ___________
$_____________

THIS CERTIFIES THAT ____________ is the registered owner of a
___________________________ dollars nonassessable, fully-paid, fractional
undivided interest in the Ford Credit 1995-B Grantor Trust (the "Trust") formed
by Ford Credit Auto
108

Receivables Corporation, a Delaware corporation (the "Seller"). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of November 1,
1995 (the "Agreement"), among the Seller, Ford Motor Credit Company, as
Servicer (the "Servicer"), and Chemical Bank, as Trustee (the "Trustee") and as
Class A Agent, a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized Certificates designated as "____%
Asset Backed Certificates, Class A" (herein called the "Class A Certificates").
Also issued under the Agreement are Certificates designated as "____% Asset
Backed Certificates, Class B" (the "Class B Certificates"). The Class B
Certificates and the Class A Certificates are hereinafter collectively called
the "Certificates." The aggregate undivided interest in the Trust evidenced by
all Class A Certificates is 93.5%. This Class A Certificate is issued under
and is subject to the terms, provisions, and conditions of the Agreement, to
which Agreement the holder of this Class A Certificate by virtue of the
acceptance hereof assents and by which such holder is bound. The property of
the Trust includes (as more fully described in the Agreement) a pool of retail
installment sale contracts for new and used automobiles and light trucks (the
"Receivables"), certain monies due thereunder on or after November 1, 1995,
security interests in the vehicles financed thereby, certain bank accounts and
the proceeds thereof, property (including the right to receive Liquidation
Proceeds) securing the Receivables and held by the Trustee, proceeds from
claims on physical damage, credit life and disability insurance policies
covering vehicles financed thereby and the obligors thereunder, certain other
items financed by the obligors, certain interests of the Seller in Dealer
Recourse, all right, title and interest of the Seller in and to the Purchase
Agreement and any and all proceeds of the foregoing.

Under the Agreement, there will be distributed on the 15th day of
each month or, if such 15th day is not a Business Day, the next Business Day
(the "Distribution Date"), commencing on December 15, 1995 to the person in
whose name this Class A Certificate is registered at either the close of
business on the fourteenth day of the current calendar month or, after the
issuance of Definitive Certificates pursuant to the Agreement, the last day of
the Collection Period immediately preceding the month in which such
Distribution Date occurs (the "Record Date"), such Class A Certificateholder's

A-2

109
fractional undivided interest in the lesser of (a) the sum of the Class A
Distributable Amount and any outstanding Class A Interest Carryover Shortfall
from the preceding Distribution Date (plus, to the extent not otherwise
provided for, interest on such Class A Interest Carryover Shortfall at the
Pass-Through Rate from such preceding Distribution Date through the current
Distribution Date, to the extent permitted by law and, with respect to the
Class A Interest Distributable Amount only, to the extent provided in the
Agreement) and any Class A Principal Carryover Shortfall and (b) the sum of (i)
the Total Available Amount (but with respect to the Class A Interest
Distributable Amount only to the extent provided in the Agreement) and (ii)
amounts available in the Subordination Spread Account.

The holder of this Class A Certificate by virtue of the acceptance
hereof assents to the appointment, pursuant to Section 14.7 of the Agreement,
of Chemical Bank acting solely as agent, and not as Trustee, for such holder
with respect to the Subordination Spread Account and the Subordination Spread
Account Property.

Distributions on this Class A Certificate will be made by the
Trustee by check or money order mailed to the Class A Certificateholder of
record in the Certificate Register without the presentation or surrender of
this Class A Certificate or the making of any notation hereon except that with
respect to Class A Certificates registered in the name of Cede & Co., the
nominee for the Clearing Agency, distributions will be made in the form of
immediately available funds. Except as otherwise provided in the Agreement and
notwithstanding the above, the final distribution on this Class A Certificate
will be made after due notice by the Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class A
Certificate at the office or agency maintained for that purpose by the Trustee
in the Borough of Manhattan, The City of New York. The Record Date otherwise
applicable to such distribution shall not be applicable.

Reference is hereby made to the further provisions of this Class A
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been
executed by an authorized officer of the Trustee, by manual signature, this
Class A Certificate shall not

A-3

110

entitle the holder hereof to any benefit under the Agreement or be valid for
any purpose.

IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in
its individual capacity has caused this Class A Certificate to be duly
executed.

FORD CREDIT 1995-B GRANTOR
TRUST

By: CHEMICAL BANK, as Trustee

By: ___________________________
Name:
Title:

DATED:

[SEAL]

ATTEST:

_________________________
TRUST OFFICER

This is one of the Class A Certificates referred to
in the within-mentioned Agreement.

CHEMICAL BANK, as Trustee

By: _______________________
Authorized Officer

A-4

111

[Reverse of Certificate]

The Certificates do not represent an obligation of, or an interest
in, the Seller, the Servicer, the Trustee or any affiliate of any of them. The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Receivables, all as more specifically set forth in
the Agreement. A copy of the Agreement may be examined during normal business
hours at the principal office of the Seller, and at such other places, if any,
designated by the Seller, by any Certificateholder upon request.

The Agreement permits, with certain exceptions therein provided,
the amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement at any time
by the Seller and the Trustee with the consent of the Holders of Class A
Certificates and Class B Certificates, each voting as a Class, evidencing not
less than 51% of the Class A Certificate Balance and Class B Certificate
Balance, respectively. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and on all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.

As provided in the Agreement and subject to certain limitations set
forth therein, the transfer of this Certificate is registrable in the
Certificate Register upon surrender of this Certificate for registration of
transfer at the offices or agencies maintained by the Trustee in its capacity
as Certificate Registrar, or by any successor Certificate Registrar, in the
Borough of Manhattan, The City of New York, accompanied by a written instrument
of transfer in form satisfactory to the Trustee and the Certificate Registrar
duly executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee.

A-5
112

The Class A Certificates are issuable only as registered
Certificates without coupons in denominations of $1,000 and integral multiples
thereof; however, one Certificate may be issued in a denomination equal to the
residual amount. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or
governmental charges payable in connection therewith.

The Trustee, the Certificate Registrar, and any agent of the
Trustee or the Certificate Registrar may treat the person in whose name this
Class A Certificate is registered as the owner hereof for all purposes, and
neither the Trustee, the Certificate Registrar, nor any such agent shall be
affected by any notice to the contrary.

The obligations and responsibilities created by the Agreement and
the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as part of the Trust. The
Servicer of the Receivables may at its option purchase the corpus of the Trust
at a price specified in the Agreement, and such purchase of the Receivables and
other property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable only as of the last day of any
Collection Period as of which the Pool Balance is less than 10% of the original
aggregate principal balance of the Receivables.

The recitals contained herein (other than the certificate of
authentication herein) shall be taken as the statements of the Seller or the
Servicer, as the case may be, and the Trustee assumes no responsibility for the
correctness thereof. The Trustee makes no representations as to the validity
or sufficiency of this Certificate (other than the certificate of
authentication herein), or of any Receivable or related document.

A-6
113

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

________________________________________________________________________________
(Please print or typewrite name and address, including
postal zip code, of assignee)

________________________________________________________________________________
the within Certificate, and all rights thereunder,
hereby irrevocably constituting and appointing

________________________________________________________________________Attorney
to transfer said Certificate on the books of the Certifi-
cate Registrar, with full power of
substution in the premises.

Dated:

__________________________*
Signature Guaranteed

__________________________*

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by a member firm of the New York Stock Exchange or a commercial bank
or trust company.

A-7
114

EXHIBIT B

[FORM OF CLASS B CERTIFICATE -- SEE REVERSE FOR CERTAIN DEFINITIONS]

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
PURSUANT TO THE SECURITIES ACT OF 1933 AND MAY NOT BE TRANSFERRED OR SOLD
UNLESS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN OPINION OF COUNSEL
THAT SUCH REGISTRATION IS NOT REQUIRED AND THE SATISFACTION OF CERTAIN OTHER
REQUIREMENTS SPECIFIED IN THE AGREEMENT. EACH HOLDER OF THIS CERTIFICATE
ACKNOWLEDGES AND AGREES THAT IT HAS ASSIGNED, SOLD, CONVEYED AND TRANSFERRED
ALL ITS RIGHT, TITLE AND INTEREST IN AND TO THE SUBORDINATION SPREAD ACCOUNT
AND THE SUBORDINATION SPREAD ACCOUNT PROPERTY IN ACCORDANCE WITH SECTION 14.7
OF THE AGREEMENT.

FORD CREDIT 1995-B GRANTOR TRUST

____% ASSET BACKED CERTIFICATE, CLASS B

NUMBER
R1
$_________

THIS CERTIFIES THAT Ford Credit Auto Receivables Corporation is the
registered owner of a ______________________________ dollars and ________ cents
nonassessable, fully-paid, fractional undivided interest
115

in the Ford Credit 1995-B Grantor Trust (the "Trust") formed by Ford Credit Auto
Receivables Corporation, a Delaware corporation (the "Seller"). The Trust was
created pursuant to a Pooling and Servicing Agreement dated as of November 1,
1995 (the "Agreement"), among the Seller, Ford Motor Credit Company, as
Servicer (the "Servicer"), and Chemical Bank, as Trustee (the "Trustee") and as
Class A Agent, a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized Certificates designated as "____%
Asset Backed Certificates, Class B" (herein called the "Class B Certificates").
Also issued under the Agreement are Certificates designated as "____% Asset
Backed Certificates, Class A" (the "Class A Certificates"). The Class B
Certificates and the Class A Certificates are hereinafter collectively called
the "Certificates." The aggregate undivided interest in the Trust evidenced by
all Class B Certificates is 6.5%. This Class B Certificate is issued under and
is subject to the terms, provisions, and conditions of the Agreement, to which
Agreement the holder of this Class B Certificate by virtue of the acceptance
hereof assents and by which such holder is bound. The property of the Trust
includes (as more fully described in the Agreement) a pool of retail
installment sale contracts for new and used automobiles and light trucks (the
"Receivables"), certain monies due thereunder on or after November 1, 1995,
security interests in the vehicles financed thereby, certain bank accounts and
the proceeds thereof, property (including the right to receive Liquidation
Proceeds) securing the Receivables, proceeds from claims on physical damage,
credit life and disability insurance policies covering vehicles financed
thereby and the obligors thereunder, certain other items financed by the
obligors, certain interests of the Seller in Dealer Recourse, all right, title
and interest of the Seller in and to the Purchase Agreement and any and all
proceeds of the foregoing. The rights of the holders of the Class B
Certificates are subordinated to the rights of the holders of the Class A
Certificates, as set forth in the Agreement.

Under the Agreement, there will be distributed on the 15th day of each
month or, if such 15th day is not a Business Day, the next Business Day (the
"Distribution

B-2
116

Date"), commencing on December 15, 1995, to the person in whose name this Class
B Certificate is registered at either the close of business on the fourteenth
day of the current calendar month or, after the issuance of Definitive
Certificates pursuant to the Agreement, the last day of the Collection Period
immediately preceding the month in which such Distribution Date occurs (the
"Record Date"), such Class B Certificateholder's fractional undivided interest
in the lesser of (a) the sum of the Class B Distributable Amount and any
outstanding Class B Interest Carryover Shortfall and any Class B Principal
Carryover Shortfall and (b) the sum of (i) the Total Available Amount and (ii)
amounts available in the Subordination Spread Account in excess of the
Specified Subordinated Spread Account Balance for the next succeeding
Distribution Date, in each case after giving effect to (A) the amounts required
to be distributed to the holders of Class A Certificates pursuant to the
subordination of the rights of the holders of Class B Certificates and (B) the
amounts required to be deposited in the Subordination Spread Account and to pay
the Servicing Fee (including any unpaid Servicing Fees with respect to prior
Collection Periods) payable to the Servicer on such Distribution Date.

Each holder of this Class B Certificate acknowledges and agrees that its
rights to receive distributions in respect of this Class B Certificate are
subordinated to the rights of the Class A Certificateholders to receive
distributions in respect of the Class A Certificates and the rights of the
Servicer to receive the Servicing Fee (and any unpaid Servicing Fees from prior
Collection Periods) in the event of delinquency or defaults on the Receivables.
Each holder of this Class B Certificate acknowledges and agrees that, in order
to give effect to the subordination provisions provided in the Agreement, it
has assigned, sold, conveyed and transferred all its right, title and interest
in and to the Subordination Spread Account on the terms and conditions set
forth in the Agreement.

Distributions on this Class B Certificate will be made by the Trustee by
wire transfer, check or money order mailed to the Class B Certificateholder of
record in the Certificate Register without the presentation or surrender of
this Class B Certificate or the making of any notation hereon. Except as
otherwise provided in the

B-3
117

Agreement and notwithstanding the above, the final distribution on this Class B
Certificate will be made after due notice by the Trustee of the pendency of
such distribution and only upon presentation and surrender of this Class B
Certificate at the office or agency maintained for that purpose by the Trustee
in the Borough of Manhattan, The City of New York.

Reference is hereby made to the further provisions of this Class B
Certificate set forth on the reverse hereof, which further provisions shall for
all purposes have the same effect as if set forth at this place.

Unless the certificate of authentication hereon shall have been executed
by an authorized officer of the Trustee, by manual signature, this Class B
Certificate shall not entitle the holder hereof to any benefit under the
Agreement or be valid for any purpose.

B-4
118

IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Class B Certificate to be duly executed.

FORD CREDIT 1995-B GRANTOR TRUST

CHEMICAL BANK, as Trustee

DATED:__________ By: ______________________________
Name:
Title:

[SEAL]

ATTEST:

__________________
Trust Officer

This is one of the Class B Certificates referred to
in the within-mentioned Agreement.

CHEMICAL BANK, as Trustee

By: ___________________________
Authorized Officer

B-5
119

[Reverse of Certificate]

The Certificates do not represent an obligation of, or an interest in, the
Seller, the Servicer, the Trustee or any affiliate of any of them. The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Receivables, all as more specifically set forth in
the Agreement. A copy of the Agreement may be examined during normal business
hours at the principal office of the Seller, and at such other places, if any,
designated by the Seller, by any Certificateholder upon request.

The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
Seller and the rights of the Certificateholders under the Agreement at any time
by the Seller and the Trustee with the consent of the Holders of Class A
Certificates and Class B Certificates, each voting as a Class, evidencing not
less than 51% of the Class A Certificate Balance and Class B Certificate
Balance, respectively. Any such consent by the Holder of this Certificate
shall be conclusive and binding on such Holder and on all future Holders of
this Certificate and of any Certificate issued upon the transfer hereof or in
exchange herefor or in lieu hereof whether or not notation of such consent is
made upon this Certificate. The Agreement also permits the amendment thereof,
in certain limited circumstances, without the consent of the Holders of any of
the Certificates.

As provided in the Agreement and subject to certain limitations therein
set forth, the transfer of this Certificate is registrable in the Certificate
Register upon surrender of this Certificate for registration of transfer at the
offices or agencies maintained by the Trustee in its capacity as Certificate
Registrar, or by any successor Certificate Registrar, in the Borough of
Manhattan, The City of New York, accompanied by a written instrument of
transfer in form satisfactory to the Trustee and the Certificate Registrar duly
executed by the holder hereof or such holder's attorney duly authorized in
writing, and thereupon one or more new Certificates of authorized denominations
evidencing the same aggregate interest in the Trust will be issued to the
designated transferee.

The Class B Certificates are issuable only as registered Certificates
without coupons in denominations of $100,000 and integral multiples thereof;
however, one Certificate may be issued in a denomination equal to the residual
amount. As provided in the Agreement and subject to certain limitations
therein set forth, Certificates are exchangeable for new Certificates of
authorized denominations evidencing the same aggregate denomination, as

B-6
120

requested by the holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charges payable in
connection therewith.

The Trustee, the Certificate Registrar, and any agent of the Trustee or
the Certificate Registrar may treat the person in whose name this Class B
Certificate is registered as the owner hereof for all purposes, and neither the
Trustee, the Certificate Registrar, nor any such agent shall be affected by any
notice to the contrary.

The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the payment to Certificateholders of
all amounts required to be paid to them pursuant to the Agreement and the
disposition of all property held as part of the Trust. The Servicer of the
Receivables may at its option purchase the corpus of the Trust at a price
specified in the Agreement, and such purchase of the Receivables and other
property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable only as of the last day of any
Collection Period as of which the Pool Balance is less than 10% of the original
aggregate principal balance of the Receivables.

B-7
121

ASSIGNMENT

FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers
unto

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

_________________________________________________________
(Please print or typewrite name and address, including postal zip code, of
assignee)

________________________________________________________ the within
Certificate, and all rights thereunder, hereby irrevocably constituting and
appointing

________________________________________________Attorney to transfer said
Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.

Dated:

__________________________*
Signature Guaranteed

__________________________*

B-8
122
EXHIBIT C

[DTC LOGO]

BOOK-ENTRY-ONLY COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS)
(WITHOUT OWNER OPTION TO REDEEM)/
OTHER ASSET-BACKED SECURITIES/AND PASS-THROUGH CERTIFICATES

Letter of Representations
[To be Completed by Issuer and Trustee]

___________________________
[Name of Issuer]

_______________________________
[Name of Trustee]

____ __, 199_

Attention: General Counsel's Office
THE DEPOSITORY TRUST COMPANY
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

Re: ______________________________________________
______________________________________________
______________________________________________

Ladies and Gentlemen:

This letter sets forth our understanding with respect to certain
matters relating to the above-referenced issue (the "Securities"). Trustee
will act as trustee with respect to the Securities pursuant to a trust
indenture dated ____ __, 199_ (the "Document"). _______________________
("Underwriter") is distributing the Securities through The Depository Trust
Company ("DTC").

To induce DTC to accept the Securities as eligible for deposit
at DTC, and to act in accordance with its Rules with respect to the Securities,
Issuer and Trustee make the following representations to DTC:

1. Prior to closing on the Securities on ____ __, ____,
there shall be deposited with DTC one Security certificate registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities
in the face amounts set forth on Schedule A hereto, the total of which
represents
123

The Depository Trust Company
____ __, 199_
Page 2

100% of the principal amount of such Securities. If, however, the aggregate
principal amount of any maturity exceeds $150 million, one certificate will be
issued with respect to each $150 million of principal

amount and an additional certificate will be issued with respect to any
remaining principal amount. Each $150 million certificate shall bear the
following legend:

Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation
("DTC"), to Issuer or its agent for registration of transfer,
exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede &
Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
registered owner hereof, Cede & Co., has an interest herein.

2. In the event of any solicitation of consents from or
voting by holders of the Securities, Issuer or Trustee shall establish a record
date for such purposes (with no provision for revocation of consents or votes
by subsequent holders) and shall, to the extent possible, send notice of such
record date to DTC not less than 15 calendar days in advance of such record
date. Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Reorganization Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇, and
receipt of such notices shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇.
Notices to DTC pursuant to this Paragraph by mail or by any other means shall
be sent to DTC's Reorganization Department as indicated in Paragraph 4.

3. In the event of a full or partial redemption, Issuer or
Trustee shall send a notice to DTC specifying: (a) the amount of the redemption
or refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be mailed to Security
holders or published (the "Publication Date"). Such notice shall be sent to
DTC by a secure means (e.g., legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is
in DTC's possession no later than the close of business on the business day
before or, if possible, two business days before the Publication Date. Issuer
or Trustee shall forward such notice either in a separate secure transmission
for each CUSIP number or in a secure transmission for multiple CUSIP numbers
(if applicable) which includes a manifest or list of each CUSIP number
submitted in that transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of such
notice.) The Publication Date shall be not less than 30 days nor more than 60
days prior to the redemption date or, in the case of an advance refunding, the
date that the proceeds are deposited in escrow. Notices to DTC pursuant to
this Paragraph by telecopy shall be sent to DTC's Call Notification Department
at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (▇▇▇) ▇▇▇-▇▇▇▇. Notices to DTC pursuant
to this Paragraph by mail or by any other means shall be sent to:

124

The Depository Trust Company
____ __, 199_
Page 3

Manager: Call Notification Department
The Depository Trust Company
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

4. In the event of an invitation to tender the Securities,
notice by Issuer or Trustee to Security holders specifying the terms of the
tender and the Publication Date of such notice shall be sent to DTC by a secure
means in the manner set forth in the preceding Paragraph. Notices to DTC
pursuant to this Paragraph and notices of other corporate actions (including
mandatory tenders, exchanges and capital changes) by telecopy shall be sent to
DTC's Reorganization Department at (▇▇▇) ▇▇▇-▇▇▇▇ or (▇▇▇) ▇▇▇-▇▇▇▇, and
receipt of such notices shall be confirmed by telephoning (▇▇▇) ▇▇▇-▇▇▇▇.
Notices to DTC pursuant to the above by mail or by any other means shall be
sent to:

Manager, Reorganization Department
Reorganization Window
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

5. All notices and payment advices sent to DTC shall
contain the CUSIP number of the Securities.

6. Trustee shall send DTC written notice with respect to
the dollar amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably 5, but
not less than 2, business days prior to such payment date. Such notices, which
shall also contain the current pool factor and Trustee contact's name and
telephone number, shall be sent by telecopy to DTC's Dividend Department at
(▇▇▇) ▇▇▇-▇▇▇▇, or if by mail or by any other means to:

Manager: Announcements
Dividend Department
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

7. [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND
CROSS OUT THE OTHER:] [The interest accrual period is record date to record
date.] [The interest accrual period is payment date to payment date.]

8. Interest payments and principal payments that are part
of periodic principal-and-interest payments shall be received by Cede & Co., as
nominee of DTC, or its registered assigns in same-day funds on each payment
date (or the equivalent in accordance with existing arrangements between Issuer
or trustee and DTC). Such payments shall be made payable to the order of Cede
& Co. Absent any other existing arrangements, such payments shall be addressed
as follows:

C-3
125

The Depository Trust Company
____ __, 199_
Page 4

Manager; Cash Receipts
Dividend Department
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

9. [NOTE: ISSUER MUST REPRESENT ONE OF THE FOLLOWING, AND
CROSS OUT THE OTHER:]

Securities Eligible for DTC's Same-Day Funds Settlement
("SDFS") System. Other principal payments (redemption payments) shall be made
in same-day funds by Trustee in the manner set forth in the SDFS Paying Agent
Operating Procedures, a copy of which previously has been furnished to Trustee.

Securities Eligible for DTC's Next-Day Funds Settlement
("NDFS") System. Other principal payments (redemption payments) shall be made
in next-day funds by Trustee to Cede & Co., as nominee of DTC, or its
registered assigns, on each payment date. Such payments shall be made payable
to the order of Cede & Co., and shall be addressed as follows:

NDFS Redemptions Manager
Reorganization/Redemptions Department
The Depository Trust Company
▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇; ▇▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇

10. DTC may direct Issuer or Trustee to use any other number
or address as the number or address to which notices or payments of interest or
principal may be sent.

11. In the event of a redemption, acceleration, or any other
similar transaction (e.g., tender made and accepted in response to Issuer's or
Trustee's invitation) necessitating a reduction in the aggregate principal
amount of Securities outstanding or an advance refunding of part of the
Securities outstanding, DTC, in its discretion: (a) may request Issuer or
Trustee to issue and authenticate a new Security certificate; or (b) may make
an appropriate notation on the Security certificate indicating the date and
amount of such reduction in principal except in the case of final maturity, in
which case the certificate will be presented to Issuer or Trustee prior to
payment, if required.

12. In the event that Issuer determines that beneficial
owners of Securities shall be able to obtain certificated Securities, Issuer or
Trustee shall notify DTC of the availability of certificates. In such event,
Issuer or Trustee shall issue, transfer, and exchange certificates in
appropriate amounts, as required by DTC and others.

13. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Trustee (at which time DTC will confirm with Issuer or
Trustee the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Trustee shall cooperate fully with
DTC by taking appropriate

C-4
126

The Depository Trust Company
____ __, 199_
Page 5

action to make available one or more separate certificates evidencing
Securities to any DTC Participant having Securities credited to its DTC
accounts.

14. Issuer: (a) understands that DTC has no obligation to,
and will not, communicate to its Participants or to any person having an
interest in the Securities any information contained in the security
certificate(s); and (b) acknowledges that neither DTC's Participants nor any
person having an interest in the Securities shall be deemed to have notice of
the provisions of the Security certificates by virtue of submission of such
certificate(s) to DTC.

15. Nothing herein shall be deemed to require Trustee to
advance funds on behalf of Issuer.

Notes: Very truly yours,
-----
A. If there is a Trustee (as defined in this Letter of
Representations), Trustee as well as Issuer must sign this __________________________________________
Letter. If there is no Trustee, in signing this Letter (Issuer)
Issuer itself undertakes to perform all of the obligations
set forth herein. By:
---------------------------------------
(Authorized Officer's Signature)
B. Schedule B contains statements that DTC believes
accurately describe DTC, the method of effecting book-entry
transfers of securities distributed through DTC, and ___________________________________________
certain related matters. (Trustee)

By:
---------------------------------------
(Authorized Officer's Signature)

Received and Accepted:
THE DEPOSITORY TRUST COMPANY

By:
----------------------------------------

cc: Underwriter
Underwriter's Counsel

C-5
127

SCHEDULE A

(Describe Issue)

CUSIP Principal Amount Maturity Date Interest Rate
----- ---------------- ------------- -------------

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128

SCHEDULE B

SAMPLE OFFERING DOCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(PREPARED BY DTC--BRACKETED MATERIAL MAY BE
APPLICABLE ONLY TO CERTAIN ISSUES)

1. The Depositary Trust Company ("DTC"), New York, NY, will
act as securities depository for the securities (the "Securities"). The
Securities will be issued as fully-registered securities registered in the name
of Cede & Co. (DTC's partnership nominee). One fully-registered Security
certificate will be issued for [each issue of] the Securities, [each] in the
aggregate principal amount of such issue, and will be deposited with DTC. [If,
however, the aggregate principal amount of [any] issue exceeds $150 million,
one certificate will be issued with respect to each $150 million of principal
amount and an additional certificate will be issued with respect to any
remaining principal amount of such issue.]

2. DTC is a limited-purpose trust company organized under
the New York Banking Law, a "banking organization" within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a "clearing
corporation" within the meaning of the New York Uniform Commercial Code, and a
"clearing agency" registered pursuant to the provisions of Section 17A of the
Securities Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The Rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.

3. Purchases of Securities under the DTC system must be
made by or through Direct Participants, which will receive a credit for the
Securities on DTC's records. The ownership interest of each actual purchaser
of each Security ("Beneficial Owner") is in turn to be recorded on the Direct
and Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Securities are to be accomplished by entries made on
the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the
securities is discontinued.

4. To facilitate subsequent transfers, all Securities
deposited by Participants with DTC are registered in the name of DTC's
partnership nominee, Cede & Co. The deposit of Securities with DTC and their
registration in the name of Cede & Co. effect no change in beneficial
ownership. DTC has no knowledge of the actual Beneficial Owners of the
Securities; DTC's records reflect only the identity of the Direct Participants
to whose accounts such Securities are credited, which may or may not be the
Beneficial Owners. The Participants will remain responsible for keeping
account of their holdings on behalf of their customers.

C-7
129

5. Conveyances of notices and other communications by DTC
to Direct Participants, by Direct Participants to Indirect Participants, and by
Direct Participants and Indirect Participants to Beneficial Owners will be
governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

[6. Redemption notices shall be sent to Cede & Co. If less
than all of the Securities within an issue are being redeemed, DTC's practice
is to determine by lot the amount of the interest of each Direct Participant in
such issue to be redeemed.]

7. Neither DTC nor Cede & Co. will consent or vote with
respect to Securities. Under its usual procedures, DTC mails an Omnibus Proxy
to the Issuer as soon as possible after the record date. The Omnibus Proxy
assigns Cede & Co.'s consenting or voting rights to those Direct Participants
to whose accounts the Securities are credited on the record date (identified in
a listing attached to the Omnibus Proxy).

8. Principal and interest payments on the Securities will
be made to DTC. DTC's practice is to credit Direct Participants' accounts on
payable date in accordance with their respective holdings shown on DTC's
records unless DTC has reason to believe that it will not receive payment on
payable date. Payments by Participants to Beneficial Owners will be governed
by standing instructions and customary practices, as is the case with
securities held for the accounts of customers in bearer form or registered in
"street name," and will be the responsibility of such Participant and not of
DTC, the Agent, or the Issuer, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal and
interest to DTC is the responsibility of the Issuer or the Agent, disbursement
of such payments to Direct Participants shall be the responsibility of DTC, and
disbursement of such payments to the Beneficial Owners shall be the
responsibility of Direct and Indirect Participants.

[9. A Beneficial Owner shall give notice to elect to have
its Securities purchased or tendered, through its Participant, to the
[Tender/Remarketing] Agent, and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to the [Tender/Remarketing] Agent. The
requirement for physical delivery of Securities in connection with a demand for
purchase or a mandatory purchase will be deemed satisfied when the ownership
rights in the Securities are transferred by Direct Participants on DTC's
records.]

10. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to the Issuer or the Agent. Under such circumstances, in the event that
a successor securities depository is not obtained, Security certificates are
required to be printed and delivered.

11. The Issuer may decide to discontinue use of the system
of book-entry transfer through DTC (or a successor securities depository). In
that event, Security certificates will be printed and delivered.

12. The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that the Issuer believes to be
reliable, but the Issuer takes no responsibility for the accuracy thereof.

C-8
130

EXHIBIT D-1

Trustee's Certificate
pursuant to Section 20.3
of the Pooling and Servicing
Agreement

Chemical Bank, as trustee (the "Trustee") of the Ford Credit 1995-B
Grantor Trust created pursuant to the Pooling and Servicing Agreement
(including the Standard Terms and Conditions of Agreement incorporated by
reference therein, the "Pooling and Servicing Agreement") dated as of November
1, 1995, among Ford Credit Auto Receivables Corporation, as Seller (the
"Seller"), Ford Motor Credit Company, as Servicer and the Trustee, does hereby
sell, transfer, assign, and otherwise convey to the Seller, without recourse,
representation, or warranty, all of the Trustee's right, title, and interest in
and to all of the Receivables (as defined in the Pooling and Servicing
Agreement) identified in the attached Servicer's Certificate as "Purchased
Receivables," which are to be repurchased by the Seller pursuant to Section
12.2 and all security and documents relating thereto.

IN WITNESS WHEREOF I have hereunto set my hand this ____ day of
__________, 19__.

___________________________
131

EXHIBIT D-2

Trustee's Certificate
pursuant to Section 20.3
of the Pooling and Servicing
Agreement

Chemical Bank, as trustee (the "Trustee") of the Ford Credit 1995-B
Grantor Trust created pursuant to the Pooling and Servicing Agreement
(including the Standard Terms and Conditions of Agreement incorporated by
reference therein, the "Pooling and Servicing Agreement") dated as of November
1, 1995, among Ford Credit Auto Receivables Corporation, as Seller, Ford Motor
Credit Company, as Servicer (the "Servicer") and the Trustee, does hereby sell,
transfer, assign, and otherwise convey to the Servicer, without recourse,
representation, or warranty, all of the Trustee's right, title, and interest in
and to all of the Receivables (as defined in the Pooling and Servicing
Agreement) identified in the attached Servicer's Certificate as "Purchased
Receivables," which are to be purchased by the Servicer pursuant to Section
13.7 or 21.2, and all security and documents relating thereto.

IN WITNESS WHEREOF I have hereunto set my hand this ____ day of
__________, 19__.

___________________________

FORD MOTOR CREDIT COMPANY SERVICER

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