FORD CREDIT AUTO RECEIVABLES CORPORATION Seller FORD MOTOR CREDIT COMPANY Servicer and CHEMICAL BANK Trustee SERIES 1996-2 SUPPLEMENT Dated as of December 31, 1995 to

EXHIBIT 4.3

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FORD CREDIT AUTO RECEIVABLES CORPORATION
Seller

FORD MOTOR CREDIT COMPANY
Servicer

and

CHEMICAL BANK
Trustee

_______________________________________

SERIES 1996-2 SUPPLEMENT
Dated as of December 31, 1995
to

POOLING AND SERVICING AGREEMENT

Dated as of December 31, 1991

_______________________________________

$[96-2 AMOUNT]
FORD CREDIT AUTO LOAN MASTER TRUST
SERIES 1996-2
FLOATING RATE

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TABLE OF CONTENTS

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ARTICLE I

Creation of the Series 1996-2 Certificates

SECTION 1.01. Designation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

Definitions

SECTION 2.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE III

Servicing Fee

SECTION 3.01. Servicing Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE IV

Rights of Series 1996-2 Certificateholders and
Allocation and Application of Collections

SECTION 4.01. Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 4.02. Monthly Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
SECTION 4.03. Determination of Monthly Principal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.04. Establishment of Reserve Fund
and Funding Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 4.05. Deficiency Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 4.06. Application of Investor Non-Principal
Collections, Investment Proceeds,
Net Trust Swap Receipts and Available
Investor Principal Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 4.07. Distributions to Series 1996-2
Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
SECTION 4.08. Application of Reserve Fund and
Available Subordinated Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
SECTION 4.09. Investor Charge-Offs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.10. Excess Servicing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.11. Excess Principal Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.12. Asset Composition Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 4.13. Excess Funding Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32

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ARTICLE V

Distributions and Reports to
Series 1996-2 Certificateholders

SECTION 5.01. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.02. Reports and Statements to Series
1996-2 Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.03. Determination of Three-Month LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
SECTION 5.04. Determination of One-Month LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

ARTICLE VI

Amortization Events

SECTION 6.01. Additional Amortization Events . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

ARTICLE VII

Optional Repurchase

SECTION 7.01. Optional Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37

ARTICLE VIII

Final Distributions

SECTION 8.02. Distribution of Proceeds of Sale,
Disposition or Liquidation of the
Receivables Pursuant to Section 9.02
of the Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

ARTICLE IX

Miscellaneous Provisions

SECTION 9.01. Execution and Delivery of the Interest
Rate Swap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 9.02. Registration of the Series 1996-2
Certificates under the Securities Exchange
Act of 1934 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 9.03. Ratification of Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 9.04. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

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SECTION 9.05. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40

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EXHIBITS

Exhibit A Form of Certificate
Exhibit B-1 Form of Distribution Date Statement for
the Trustee
Exhibit B-2 Form of Distribution Date Statement for
Persons other than the Trustee
Exhibit C Form of Interest Rate Swap

Schedule 1 List of Series 1996-2 Accounts

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SERIES 1996-2 SUPPLEMENT dated as of December 31, 1995 (the
"Series Supplement"), among FORD CREDIT AUTO RECEIVABLES CORPORATION, a
Delaware corporation, as Seller, FORD MOTOR CREDIT COMPANY, a Delaware
corporation, as Servicer, and CHEMICAL BANK, a New York banking corporation, as
Trustee.

Pursuant to Section 6.03 of the Pooling and Servicing
Agreement dated as of December 31, 1991 (as amended and supplemented, the
"Agreement"), among the Seller, the Servicer and the Trustee, the Seller may
from time to time direct the Trustee to issue, on behalf of the Trust, one or
more new Series of Investor Certificates representing fractional undivided
interests in the Trust. The Principal Terms of any new Series are to be set
forth in a Supplement to the Agreement.

Pursuant to this Series Supplement, the Seller and the Trustee
shall create a new Series of Investor Certificates and specify the Principal
Terms thereof.

ARTICLE I

Creation of the Series 1996-2 Certificates

SECTION 1.01. Designation. (a) There is hereby created a
Series of Investor Certificates to be issued pursuant to the Agreement and this
Series Supplement to be known as the"Series 1996-2, Floating Rate Auto
Loan Asset Backed Certificates".

(b) In the event that any term or provision contained
herein shall conflict with or be inconsistent with any term or provision
contained in the Agreement, the terms and provisions of this Series Supplement
shall govern.

ARTICLE II

Definitions

SECTION 2.01. Definitions. (a) Whenever used in this
Series Supplement the following words and phrases shall have the following
meanings.

"Accumulation Period" shall mean, unless an Early Amortization
Event shall have occurred prior thereto (other than an Early Amortization Event
which has resulted in an Early Amortization Period which has ended as described
in clause (c) of the definition thereof), the period commencing on the
Accumulation Period Commencement Date and ending upon the first
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to occur of (a) the commencement of an Early Amortization Period or (b) the
Expected Final Payment Date.

"Accumulation Period Commencement Date": The date which is,
with respect to an Accumulation Period Length of (i) one calendar month, the
first day of the [ ] Collection Period, (ii) two calendar months, the first
day of the [ ] Collection Period, (iii) three calendar months, the first day
of the [ ] Collection Period, (iv) four calendar months, the first day of
the [ ] Collection Period and (v) five calendar months, the first day of the
[ ] Collection Period; provided, however, that the Accumulation Period
Commencement Date shall be (x) [ ], if, prior to such date, any other
outstanding Series of Investor Certificates shall have entered into an early
amortization period or (y) in the case of an Accumulation Period Length of less
than five months, the earlier of (A) the date an early amortization period has
commenced with respect to any other outstanding Series of Investor
Certificates and (B) the Accumulation Period Commencement Date as determined
above.

"Accumulation Period Determination Date": [ ].

"Accumulation Period Length": As determined by the Servicer
on the Accumulation Period Determination Date, a period of not less than one
calendar month nor more than five calendar months, equal to the product
(rounded upwards to the nearest whole number) of (i) five multiplied by (ii) a
fraction, the numerator of which is the Invested Amount as of such Accumulation
Period Determination Date (after giving effect to all changes therein on such
date) and the denominator of which is equal to the sum of such Invested Amount
and the Outstanding Series Invested Amount as of such Accumulation Period
Determination Date (after giving effect to all changes therein on such date).

"Additional Early Amortization Event" shall have the meaning
specified in Section 6.01.

"Additional Interest" shall have the meaning specified in
Section 4.02(a).

"Adjustment Date" shall mean the second London Business Day
preceding each Quarterly Payment Date, provided, however, that if an Early
Amortization Period shall have commenced and be continuing, "Adjustment Date"
shall mean the second London Business Day preceding each Distribution Date.

"Aggregate Available Subordinated Amount" shall mean the sum
of the Available Subordinated Amount and the Swap Available Subordinated
Amount.

"Allocable Miscellaneous Payments" shall mean, with respect to
any Distribution Date, the product of (a) the Series

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1996-2 Allocation Percentage for the related Collection Period and (b)
Miscellaneous Payments with respect to the related Collection Period.

"Asset Composition Event" shall have the meaning specified in
Section 4.12.

"Asset Correction Amount" shall have the meaning specified in
Section 4.12.

"Available Investor Principal Collections" shall mean, with
respect to any Distribution Date, the sum of (a) an amount equal to Investor
Principal Collections for such Distribution Date, (b) Allocable Miscellaneous
Payments with respect to such Distribution Date, (c) Series 1996-2 Excess
Principal Collections on deposit in the Collection Account for such
Distribution Date and (d) on the Termination Date, any funds in the Reserve
Fund after giving effect to Section 4.08.

"Available Seller's Collections" shall mean, with respect to
any Deposit Date, the sum of (a) the Available Sellers Non-Principal
Collections for such Deposit Date and (b) the Available Seller's Principal
Collections for such Deposit Date; provided, however, that the Available
Sellers Collections shall be zero for any Collection Period with respect to
which the Available Subordinated Amount is zero on the Determination Date
immediately following the end of such Collection Period.

"Available Seller's Non-Principal Collections" shall mean,
with respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's Percentage for the related
Collection Period over (ii) the Excess Seller's Percentage for such Collection
Period by (b) Non-Principal Collections for such Deposit Date.

"Available Seller's Principal Collections" shall mean, with
respect to any Deposit Date, an amount equal to the result obtained by
multiplying (a) the excess of (i) the Seller's Percentage for the related
Collection Period over (ii) the Excess Seller's Percentage for such Collection
Period by (b) Principal Collections for such Deposit Date.

"Available Subordinated Amount" for the first
Determination Date shall mean an amount equal to the Required Subordinated
Amount. The Available Subordinated Amount for any subsequent Determination
Date shall mean an amount equal to the sum of

(i) the lesser of (x) the Available Subordinated Amount
for the preceding Determination Date, minus (A) the Required
Subordination Draw Amount with respect to the preceding Distribution
Date to the extent provided in

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Section 4.08, minus (B) withdrawals from the Reserve Fund pursuant to
Section 4.08 on the preceding Distribution Date to make distributions
pursuant to Section 4.06(a)(iv) (but excluding any other withdrawals
from the Reserve Fund), plus (C) the portion of Excess Servicing for
such preceding Distribution Date distributed to the Seller pursuant
to Section 4.10(c), minus (D) the Incremental Subordinated Amount for
such preceding Determination Date, plus (E) the Incremental
Subordinated Amount for the current Determination Date and (y) the
Required Subordinated Amount;

plus (ii) the Subordinated Percentage of funds withdrawn
from the Excess Funding Account since the prior Distribution Date and
to be withdrawn from the Excess Funding Account up to and including
the succeeding Distribution Date and paid to the Seller or allocated
to one or more Series; and

minus (iii) the Subordinated Percentage of funds deposited
in the Excess Funding Account since the prior Distribution Date and to
be deposited into the Excess Funding Account up to and including the
succeeding Distribution Date;

provided, however, that once the Accumulation Period or any Early Amortization
Period (other than an Early Amortization Period which has ended as described in
clause (c) of the definition thereof) shall have commenced, the Required
Subordinated Amount shall be calculated based on the Invested Amount as of the
close of business on the day preceding such Accumulation Period or Early
Amortization Period.

"Calculation Agent" shall mean the Trustee or any other
Calculation Agent selected by the Seller which is reasonably acceptable to the
Trustee.

"Certificate Rate: With respect to the first Interest Period
[ ]%, and for any subsequent Interest Period, Three-Month LIBOR determined on
the related Adjustment Date plus (ii) [ ] basis points ([ ]%), provided,
however, that if an Early Amortization Period shall have commenced and then be
continuing, the "Certificate Rate" with respect to each related Interest Period
shall be One-Month LIBOR determined on the related Adjustment Date plus ____
basis points (0.__%).

"Certificateholders Monthly Servicing Fee" shall have the
meaning specified in Section 3.01.

"Closing Date" shall mean February 15, 1996.

"Controlled Amortization Amount" shall mean the
quotient obtained by dividing the Invested Amount as of the

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Accumulation Period Determination Date (after giving effect to any changes
therein on such date) by the Accumulation Period Length.

"Controlled Distribution Amount" shall mean, for any
Distribution Date with respect to the Accumulation Period, the excess, if any,
of (i) the product of the Controlled Amortization Amount and the number of
Distribution Dates with respect to the Accumulation Period through and
including such Distribution Date over (ii) the sum of amounts on deposit in the
Excess Funding Account and the Principal Funding Account, in each case before
giving effect to any withdrawals from or deposits to such accounts on such
Distribution Date.

"Deficiency Amount" shall have the meaning specified in
Section 4.05.

"Early Amortization Event" shall mean any Early Amortization
Event specified in Section 9.01 of the Agreement, together with any Additional
Early Amortization Event specified in Section 6.01 of this Series Supplement.

"Early Amortization Period" shall mean an Early Amortization
Period with respect to Series 1996-2.

"Excess Principal Collections" shall mean the amounts equal to
the balances referred to as such in Sections 4.06(b)(ii) and 4.06(c)(ii).

"Excess Reserve Fund Required Amount" shall mean, for any
Distribution Date with respect to an Early Amortization Period, an amount
equal to the greater of (a) 5% of the initial principal balance of the Series
1996-2 Certificates and (b) the excess of (i) the sum of (x) the Available
Subordinated Amount on the preceding Determination Date (after giving effect to
the allocations, distributions, withdrawals and deposits to be made on such
Distribution Date) and (y) (A) a percentage equal to the excess of the Required
Participation Percentage over 100%, multiplied by (B) the outstanding principal
balance of the Certificates on such Distribution Date (after giving effect to
any changes therein on such Distribution Date) over (ii) the Seller's Interest
on such Distribution Date (after giving effect to changes therein on such
Distribution Date); provided that the Excess Reserve Fund Required Amount shall
not exceed such Available Subordinated Amount.

"Excess Seller's Percentage" shall mean, with respect to any
Collection Period, a percentage (which percentage shall never be less than 0%
nor more than 100%) equal to (a) 100% minus, when used with respect to
Non-Principal Receivables and Defaulted Receivables, the sum of (i) the
Floating Allocation Percentage with respect to such Collection Period and the
sum of

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the floating allocation percentages for all other outstanding Series of
Investor Certificates for such Collection Period and (ii) the percentage
equivalent of a fraction, the numerator of which is the sum of the Aggregate
Available Subordinated Amount as of the Determination Date occurring in such
Collection Period and the sum of the aggregate available subordinated amounts
for all other outstanding Series of Investor Certificates as of such
Determination Date (in each case, after giving effect to the allocations,
distributions, withdrawals and deposits to be made on the Distribution Date
immediately following such Determination Date), and the denominator of which is
the Pool Balance as of the last day of the immediately preceding Collection
Period or (b) 100% minus, when used with respect to Principal Receivables, the
sum of (i) the floating allocation percentages for all outstanding Series that
are in their revolving periods with respect to such Collection Period and the
sum of the principal allocation percentages for all outstanding Series of
Investor Certificates that are not in their revolving periods with respect to
such Collection Period and (ii) the percentage equivalent of a fraction, the
numerator of which is the sum of the Aggregate Available Subordinated Amount as
of the Determination Date Occurring in such Collection Period and the sum of
the aggregate available subordinate amounts for all other Series of Investor
Certificates as of such Determination Date (in each case, after giving effect
to the allocations, distributions, withdrawals and deposits to be made on the
Distribution Date immediately following such Determination Date), and the
denominator of which is the Pool Balance as of the last day of such
immediately preceding Collection Period.

"Excess Servicing" shall mean, with respect to any
Distribution Date, the amount, if any, specified pursuant to Section
4.06(a)(vi) with respect to such Distribution Date.

"Expected Final Payment Date" shall mean the [ ]
Distribution Date.

"Floating Allocation Percentage" shall mean, with respect to
any Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as of
the last day of the immediately preceding Collection Period (after giving
effect to the reinvestment to occur on the next succeeding Distribution Date)
and the denominator of which is the Pool Balance as of such last day; provided,
however, that, with respect to the first Collection Period, the Floating
Allocation Percentage shall mean the percentage equivalent of a fraction, the
numerator of which is the Initial Invested Amount and the denominator of which
is the Pool Balance on the Cut-Off Date.

"Incremental Subordinated Amount" shall mean, with respect to
any Determination Date, the result obtained by

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multiplying (a) a fraction, the numerator of which is the sum of the Invested
Amount on the last day of the immediately preceding Collection Period (or with
respect to the first Determination Date, the Invested Amount on the Closing
Date) and the Available Subordinated Amount for such Determination Date
(calculated without subtracting or adding the Incremental Subordinated Amount
for such Distribution Date as described in clause (D) or (E), respectively, of
the definition thereof and without adding the Incremental Subordinated Amount
in the definition of Required Subordinated Amount as used in the definition of
Available Subordinated Amount) (or with respect to the first Determination
Date, the product of the Invested Amount on the Closing Date and the
Subordinated Percentage) and the denominator of which is the Pool Balance on
such last day by (b) the Trust Incremental Subordinated Amount.

"Initial Invested Amount" shall mean the initial principal
amount of the Series 1996-2 Certificates, which is $[96-2 AMOUNT], plus (a) the
amount of any withdrawals from the Excess Funding Account pursuant to Section
4.13(b) in connection with an increase in the Pool Balance, minus (b) the
amount of any additions to the Excess Funding Account pursuant to Section
4.06(b)(i) in connection with a reduction in the Pool Balance.

"Initial Principal Amount" shall mean $[96-2 AMOUNT].

"Initial Swap Subordinated Amount" shall mean $[ ].

"Interest Period" shall mean, with respect to any Distribution
Date, the period from and including the Distribution Date immediately preceding
such Distribution Date (or, in the case of the first Distribution Date, from
and including the Closing Date) to but excluding such Distribution Date.

"Interest Rate Swap" shall mean the interest rate swap
agreement, the form of which is attached hereto as Exhibit C, dated as of
February 15, 1996, between the Swap Counterparty and the Trust in connection
with Series 1996-2.

"Interest Shortfall" shall have the meaning specified in
Section 4.02.

"Invested Amount" shall mean, when used with respect to any
date, an amount equal to (a) the Initial Invested Amount minus (b) the amount,
without duplication, of principal payments (except principal payments made from
the Excess Funding Account and any transfers from the Excess Funding Account to
the Principal Funding Account) made to Series 1996-2 Certificateholders or
deposited to the Principal Funding Account prior to such date minus (c) the
excess, if any, of the aggregate amount of Investor Charge-Offs over Investor
Charge-Offs reimbursed

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pursuant to Section 4.08 prior to such date. In addition, for purposes of the
definition of "Early Amortization Period", the Invested Amount shall be an
amount equal to the outstanding principal amount of the Certificates.

"Investment Proceeds" shall mean, with respect to any
Determination Date, all interest and other investment earnings (net of losses
and investment expenses) on funds on deposit in the Series 1996-2 Accounts,
together with an amount equal to the Series 1996-2 Allocation Percentage of the
interest and other investment earnings on funds held in the Collection Account
credited as of such date to the Collection Account pursuant to Section 4.02 of
the Agreement.

"Investor Charge-Offs" shall have the meaning specified in
Section 4.09.

"Investor Default Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) the Defaulted Amount
for the related Collection Period and (b) the Floating Allocation Percentage
for the related Collection Period.

"Investor Non-Principal Collections" shall mean, with respect
to any Distribution Date, an amount equal to the product of (i) the Floating
Allocation Percentage for the related Collection Period and (ii) Non-Principal
Collections deposited in the Collection Account for the related Collection
Period.

"Investor Principal Collections" shall mean, with
respect to any Distribution Date, the sum of (a) the product of (i) the
Floating Allocation Percentage, with respect to the Revolving Period, or
the Principal Allocation Percentage, with respect to the Accumulation
Period or an Early Amortization Period, for the related Collection Period (or
any partial Collection Period which occurs as the first Collection Period
during an Early Amortization Period), and (ii) Principal Collections deposited
in the Collection Account for the related Collection Period (or any partial
Collection Period which occurs as the first Collection Period during an Early
Amortization Period) and (b) the amount, if any, of Collections of NonPrincipal
Receivables, Excess Servicing and Available Seller's Collections to be
distributed pursuant to Section 4.06(a)(iv), 4.08(b) (to the extent Section
4.08(b) relates to a shortfall in distributions pursuant to Section
4.06(a)(iv)) or 4.10(a) on such Distribution Date; provided that in the case of
clause (a), if for any Distribution Date the sum of the Floating Allocation
Percentage (if the Revolving Period is in effect), the Principal Allocation
Percentage (if the Early Amortization Period or the Accumulation Period is in
effect), the floating allocation percentage for all other outstanding Series of
Investor Certificates in their revolving period and the principal allocation
percentage for all other outstanding Series of Investor Certificates in

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their early amortization or accumulation period exceeds 100%, then Principal
Collections shall be allocated among such Series (including Series 1996-2) pro
rata on the basis of such floating allocation percentages and principal
allocation percentages.

"London Business Day" shall mean any business day on which
dealings in deposits in United States dollars are transacted in the London
interbank market.

"Monthly Interest" shall have the meaning specified in Section
4.02.

"Monthly Payment Rate" shall mean, for any Collection Period,
the percentage derived from dividing the Principal Collections for such
Collection Period by the average daily Pool Balance for such Collection Period.

"Monthly Principal" shall have the meaning specified in
Section 4.03.

"Monthly Servicing Fee" shall have the meaning specified in
Section 3.01.

"Net Trust Swap Payment" shall mean, for any Collection
Period, the monthly obligation, if any, of the Trust to the Swap Counterparty
pursuant to the Interest Rate Swap to the extent that such monthly obligation
exceeds the obligation of the Swap Counterparty to the Trust pursuant to the
Interest Rate Swap for such Collection Period.

"Net Trust Swap Receipt" shall mean, for any Collection
Period, the amount of the monthly obligation, if any, of the Swap Counterparty
to the Trust pursuant to the Interest Rate Swap to the extent that such monthly
obligation exceeds the monthly obligation of the Trust to the Swap Counterparty
pursuant to the Interest Rate Swap for such Collection Period and, following
the termination of the Interest Rate Swap in accordance with its terms, the net
amount of any such obligation that would have benefitted the Trust in the
absence of such a termination shall be paid by applying Collections allocated
to the Swap Available Subordinated Amount.

"One-Month LIBOR" shall mean, with respect to any Interest
Period, the offered rates for deposits in United States dollars having a
maturity of one month (the "Index Maturity") commencing on the related
Adjustment Date which appears on the Reuters Screen LIBO Page as of
approximately 11:00 A.M., London time, on such date of calculation. If at
least two such offered rates appear on the Reuters Screen LIBO Page, One-Month
LIBOR will be the arithmetic mean (rounded upwards, if necessary, to the
nearest one-sixteenth of a percent) of such offered rates. If fewer than two
such quotations appear, One-Month LIBOR with

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respect to such Interest Period will be determined at approximately 11:00 A.M.,
London time, on such Adjustment Date on the basis of the rate at which time, on
such Adjustment Date on the basis of the rate at which deposits in United
States dollars having the Index Maturity are offered to prime banks in the
London interbank market by four major banks in the London interbank market
selected by the Calculation Agent and in a principal amount equal to an amount
of not less than U.S. $1,000,000 and that is representative for a single
transaction in such market at such time. The Calculation Agent will request
the principal London office of each of such banks to provide a quotation of its
rate. If at least two such quotations are provided, One-Month LIBOR will be
the arithmetic mean (rounded upwards as aforesaid) of such quotations. If
fewer than two quotations are provided, One-Month LIBOR with respect to such
Interest Period will be the arithmetic mean (rounded upwards as aforesaid) of
the rates quoted at approximately 11:00 A.M., New York City time, on such
Adjustment Date by three major banks in New York, New York selected by the
Calculation Agent for loans in United States dollars to leading European banks
having the Index Maturity and in a principal amount equal to an amount of not
less than U.S. $1,000,000 and that is representative for a single transaction
in such market at such time; provided, however, that if the banks selected as
aforesaid are not quoting as mentioned in this sentence, One-Month LIBOR in
effect for the applicable period will be One-Month LIBOR in effect for the
previous period.

"Outstanding Series Invested Amount": The aggregate
"Invested Amounts", as defined in the applicable Supplement, with respect to
any other outstanding Series of Investor Certificates for which the revolving
period for such other outstanding Series of Investor Certificates is not
scheduled to end before the last day of the [ ] Collection Period.

"Pool Factor" shall mean, with respect to any Determination
Date, a number carried out to eleven decimals representing the ratio of the
Invested Amount as of such Determination Date (determined after taking into
account any increases or decreases in the Invested Amount which will occur on
the following Distribution Date) to the Initial Invested Amount.

"Principal Allocation Percentage" shall mean, with respect to
any Collection Period, the percentage equivalent (which percentage shall never
exceed 100%) of a fraction, the numerator of which is the Invested Amount as of
the last day of the Revolving Period and the denominator of which is the Pool
Balance as of the last day of the immediately preceding Collection Period;
provided, however, that with respect to that portion of any Collection Period
that falls after the date on which any Early Amortization Event occurs (other
than an Early Amortization Event which has resulted in an Early Amortization
Period which has ended as described in clause (c) thereof), the

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Principal Allocation Percentage shall be reset using the Pool Balance as of the
close of business on the date on which such Early Amortization Event shall have
occurred and Principal Collections shall be allocated for such portion of such
Collection Period using such reset Principal Allocation Percentage.

"Quarterly Payment Date" shall mean the 15th day of [February,
May, August and December (or, if any such day is not a business day, the next
succeeding business day) commencing .]

"Reassignment Amount" shall mean, with respect to any
Distribution Date, after giving effect to any deposits and distributions
otherwise to be made on such Distribution Date, the sum of (i) the Invested
Amount on such Distribution Date, (ii) accrued and unpaid interest on the
unpaid principal balance of the Series 1996-2 Certificates (calculated on the
basis of the outstanding principal balance of the Series 1996-2 Certificates at
the Certificate Rate through the day preceding such Distribution Date), and
(iii) the amount of Additional Interest, if any, for such Distribution Date and
any Additional Interest previously due but not distributed to the Series 1996-2
Certificateholders on a prior Distribution Date.

"Required Participation Percentage" shall mean, with respect
to Series 1996-2, 104%; provided, however, that the seller may, upon 10 days'
prior notice to the Trustee, each Rating Agency and any Enhancement Provider,
reduce the Required Participation Percentage to a percentage which shall not be
less than 100%, provided that each Rating Agency shall have notified the seller
or the Servicer that any such reduction will not result in a reduction or
withdrawal of the rating of any outstanding Series or Class with respect to
which it is a Rating Agency.

"Required Subordinated Amount" shall mean, as of any date of
determination, the sum of (a) the product of (i) the Subordinated Percentage
and (ii) the Invested Amount on such date and (b) the Incremental Subordinated
Amount.

"Required Subordination Draw Amount" shall have the meaning
specified in Section 4.05.

"Reserve Fund" shall have the meaning specified in Section
4.04.

"Reserve Fund Deposit Amount" shall mean, with respect to any
Distribution Date, the amount, if any, by which (i) the Reserve Fund Required
Amount for such Distribution Date exceeds (ii) the amount of funds in the
Reserve Fund after giving effect to any withdrawals therefrom on such
Distribution Date.

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"Reserve Fund Required Amount" shall mean, with respect to any
Distribution Date, an amount equal to the product of (a) 0.35% and (b) the
outstanding principal balance of the Certificates on such Distribution Date
(after giving effect to any changes therein on such Distribution Date).

"Reuters Screen LIBO Page" shall mean the display designated
as page "LIBO" on the Reuters Monitor Money Rates Service (or such other page
as may replace the LIBO page on that Service for the purpose of displaying
London interbank offered rates of major banks).

"Revolving Period" shall mean the period beginning at the
close of business on the Business Day immediately preceding the Series Cut-Off
Date and ending on the earlier of (a) the close of business on the day
immediately preceding the Accumulation Period Commencement Date, and (b) the
close of business on the day an Early Amortization Period commences; provided,
however, that, if any Early Amortization Period ends as described in clause (c)
of the definition thereof, the Revolving Period will recommence as of the close
of business on the day such Early Amortization Period ends.

"Seller's Collections" shall mean, with respect to any
Collection Period, the sum of (a) the Seller's Percentage of Non-Principal
Collections for the related Collection Period, plus (b) the Seller's Percentage
of Principal Collections for the related Collection Period.

"Seller's Percentage" for any Collection Period shall mean (i)
with respect to Non-Principal Receivables and Defaulted Receivables, 100% minus
the aggregate of the floating allocation percentages for each outstanding
Series and (ii) with respect to Principal Receivables, 100% minus the sum of
(a) the aggregate of the floating allocation percentages for all Series in
their revolving periods and (b) the aggregate of the principal allocation
percentages for all Series that are not in their revolving periods, but in any
case shall not be less than 0%.

"Series Cut-Off Date" shall mean December 31, 1995.

"Series 1996-2" shall mean the Series of Investor
Certificates, the terms of which are specified in this Series Supplement.

"Series 1996-2 Accounts" shall have the meaning specified in
Section 4.04(e)(i).

"Series 1996-2 Allocation Percentage" for a Collection Period
shall mean the percentage derived from the fraction the numerator of which is
the Invested Amount on the last Business Day preceding such Collection Period
and the denominator of which

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is the Trust Invested Amount on the last Business Day preceding such Collection
Period.

"Series 1996-2 Certificateholders" shall mean the Holders of
Series 1996-2 Certificates.

"Series 1996-2 Certificateholders' Interest" shall mean that
portion of the Certificateholders' Interest evidenced by the Series 1996-2
Certificates.

"Series 1996-2 Certificates" shall mean any one of the
certificates executed by the Seller and authenticated by the Trustee,
substantially in the form of Exhibit A.

"Series 1996-2 Excess Principal Collections" shall mean that
portion of Excess Principal Collections allocated to Series 1996-2 pursuant to
Section 4.11.

"Series 1996-2 Principal Shortfall" shall have the meaning
specified in Section 4.11.

"Servicing Fee Rate" shall mean, with respect to Series
1996-2, 1.0% or, for any Distribution Date in respect of which the Monthly
Servicing Fee has been waived, 0%.

"Special Payment Date" shall mean each Distribution Date with
respect to any Early Amortization Period (other than an Early Amortization
Period which has ended as described in clause (c) thereof).

"Subordinated Percentage" shall mean the percentage
equivalent of a fraction, the numerator of which is 10% and the denominator of
which is the excess of 100% over 10%.

"Swap Available Subordinated Amount" shall mean (a) with
respect to the first Determination Date, the Initial Swap Subordinated Amount,
and (b) with respect to each subsequent Determination Date, the Swap Available
Subordinated Amount for the immediately preceding Determination Date minus the
aggregate amount, if any, of prior payments of Required Subordination Draw
Amounts made from Available Seller's Collections applied to reduce the Swap
Available Subordinated Amount in accordance with Section 4.08(b).

"Swap Counterparty" shall mean Ford Motor Credit Company.

"Telerate Page 3750" shall mean the display designated as such
on the Dow Xxxxx Telerate Service (or such other page as may replace the page
on that service or such other service or services as may be nominated by the
British Bankers' Association

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for the purpose of displaying London interbank offered rate for U.S. dollar
deposits).

"Termination Date" shall mean the [ ] Distribution Date.

"Termination Proceeds" shall mean any Termination
proceeds arising out of a sale of Receivables (or interests herein) pursuant to
Section 12.02(c) of the Agreement with respect to Series 1996-2.

"Three-Month LIBOR" shall mean the London interbank offered
rate for three-month United States dollar deposits established by the
Calculation Agent on each Adjustment Date pursuant to Section 5.03.

"Trust Available Subordinated Amount" shall mean the sum of
the Aggregate Available Subordinated Amount for Series 1996-2 and the aggregate
available subordinated amounts for all other outstanding Series.

(a) Notwithstanding anything to the contrary in this
Series Supplement or the Agreement, the term "Rating Agency" shall mean,
whenever used in this Series Supplement or the Agreement with respect to Series
1996-2, Standard & Poor's and Moody's. As used in this Series Supplement and
in the Agreement with respect to Series 1996-2, "highest investment category"
shall mean (i) in the case of Standard & Poor's, AAA and A-1+, as applicable,
and (ii) in the case of Moody's, Aaa and P-1, as applicable.

(b) Notwithstanding anything to the contrary in this
Series Supplement or the Agreement, the terms "Enhancement Provider" and
"Beneficiary" shall exclude the Swap Counterparty for purposes of such party's
(i) receipt of any notices, Opinions of Counsel, Officer's Certificates,
statements or the like and (ii) required consent to the appointment of any
Successor Servicer.

(c) All capitalized terms used herein and not otherwise
defined herein have the meanings ascribed to them in the Agreement. The
definitions in Section 2.01 are applicable to the singular as well as the
plural forms of such terms and to the masculine as well as to the feminine and
neuter genders of such terms.

(d) The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Series Supplement shall refer to this
Series Supplement as a whole and not to any particular provision of this Series
Supplement; references to any Article, Section or Exhibit are references to
Articles, Sections and Exhibits in or to this Series Supplement unless
otherwise

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specified; and the term "including" means "including without limitation".

ARTICLE III

Servicing Fee

SECTION 3.01. Servicing Compensation. The monthly
servicing fee (the "Monthly Servicing Fee") shall be payable to the Servicer,
in arrears, on each Distribution Date in respect of any Collection Period (or
portion thereof) occurring prior to the earlier of the first Distribution Date
following the Series 1996-2 Termination Date and the first Distribution Date on
which the Invested Amount is zero, in an amount equal to one-twelfth of the
product of (a) the Servicing Fee Rate and (b) the Series 1996-2, Allocation
Percentage of the Pool Balance as of the last day of the second Collection
Period preceding such Distribution Date (or with respect to the first
Distribution Date, as of the Series Cut-Off Date). The share of the Servicing
Fee allocable to the Series 1996-2 Certificateholders with respect to any
Distribution Date (the "Certificateholders Monthly Servicing Fee") shall be
equal to one-twelfth of the product of (a) the Servicing Fee Rate and (b) the
Invested Amount as of the last day of the Collection Period second preceding
such Distribution Date; provided, however, that with respect to the first
Distribution Date, the Certificateholders Monthly Servicing Fee shall be equal
to $[ ]. The remainder of the Monthly Servicing Fee shall be paid by the
Seller and in no event shall the Trust, the Trustee or the Series 1996-2
Certificateholders be liable for the share of the Monthly Servicing Fee to be
paid by the Seller; and the remainder of the Servicing Fee shall be paid by the
Seller and the Investor Certificateholders of other Series and the Series
1996-2 Certificateholders shall in no event be liable for the share of the
Servicing Fee to be paid by the Seller or the Investor Certificateholders of
other Series. The Certificateholders Monthly Servicing Fee shall be payable to
the Servicer solely to the extent amounts are available for distribution in
accordance with the terms of this Series Supplement.

The Servicer will be permitted, in its sole discretion, to
waive the Monthly Servicing Fee for any Distribution Date by notice to the
Trustee on or before the related Determination Date; provided that the
Servicer believes that sufficient Collections of Non-Principal Receivables will
be available on any future Distribution Date to pay the Certificateholders
Monthly Servicing Fee relating to the waived Monthly Servicing Fee. If the
Servicer so waives the Monthly Servicing Fee for any Distribution Date, the
Monthly Servicing Fee and the Certificateholders Monthly Servicing Fee for such
Distribution Date shall be deemed to be zero for all purposes of this Series
Supplement and the Agreement; provided, however, that such

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Certificateholders Monthly Servicing Fee shall be paid on a future Distribution
Date solely to the extent amounts are available therefor pursuant to Section
4.10(b); provided further that, to the extent any such Waived
Certificateholders Monthly Servicing Fee is so paid, the related portion of the
Monthly Servicing Fee to be paid by the Seller shall be paid by the Seller to
the Servicer.

ARTICLE IV

Rights of Series 1996-2 Certificateholders and
Allocation and Application of Collections

SECTION 4.01. Allocations. Payments to Seller. (a)
Collections of Non-Principal Receivables and Principal Receivables,
Miscellaneous Payments and Defaulted Amounts, as they relate to Series 1996-2,
shall be allocated and distributed as set forth in this Article.

(b) The Servicer shall instruct the Trustee to withdraw
from the Collection Account and pay to the Seller on the dates set forth below
the following amounts:

(i) on each Deposit Date:

(A) an amount equal to the Excess Seller's
Percentage for the related Collection Period of
Non-Principal Collections deposited in the Collection
Account for such Deposit Date; and

(B) an amount equal to the Excess Seller's
Percentage for the related Collection Period of
Principal Collections deposited in the Collection
Account for such Deposit Date, if the Seller's
Participation Amount (determined after giving effect
to any Principal Receivables transferred to the Trust
on such Deposit Date) exceeds the Trust Available
Subordinated Amount for the immediately preceding
Determination Date (after giving effect to the
allocations, distributions, withdrawals and deposits
to be made on the Distribution Date immediately
following such Determination Date); and

(ii) on each Deposit Date with respect to the
Revolving Period or the revolving period for any other
Series of Investor Certificates, an amount equal to the
Available Seller's Principal Collections for such Deposit
Date, if the Seller's Participation Amount (determined after
giving effect to any Principal Receivables transferred to the
Trust on such Deposit

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Date) exceeds the Trust Available Subordinated Amount for the
immediately preceding Determination Date (after giving effect to the
allocations, distributions, withdrawal, and deposits to be made on the
Distribution Date immediately following such Deposit Date); provided,
however, that Available Seller's Principal Collections shall be
paid to the Seller with respect to any Collection Period only after an
amount equal to the sum of (A) the Deficiency Amount, if any, relating
to the immediately preceding Collection Period and (B) the excess, if
any, of the Reserve Fund Required Amount over the amount in the
Reserve Fund on the immediately preceding Distribution Date (after
giving effect to the allocations of, distributions from, and deposits
in, the Reserve Fund on such Distribution Date), has been deposited in
the Collection Account from such Available Seller's Principal
Collections.

The withdrawals to be made from the Collection Account
pursuant to this Section 4.01(b) do not apply to deposits into the Collection
Account that do not represent Collections, including Miscellaneous Payments,
payment of the purchase price for the Certificateholders' Interest pursuant to
Section 2.03 of the Agreement, payment of the purchase price for the Series
1996-2 Certificateholders' Interest pursuant to Section 7.01 of this Series
Supplement and proceeds from the sale, disposition or liquidation of
Receivables pursuant to Section 9.02 or 12.02 of the Agreement.

By way of clarification of Section 2.08(c) of the Agreement,
any Principal Receivables arising in a Removed Account after the Removal Date
shall be the subject of the Reassignment referred to in such Section 2.08(c)
and shall therefore not be included in the Trust, and Collections in respect of
the Receivables in such Ineligible Account shall be allocated as follows: (i)
Principal Collections shall be allocated first to the oldest outstanding
principal balance of such Receivables and (ii) Defaulted Receivables and
Non-Principal Collections in respect of such Ineligible Account shall be
allocated to the Trust on the basis of the ratio of the Principal Receivables
owned by the Trust in such Ineligible Account on the related Business Day to
the total amount of Principal Receivables in such ineligible Account on such
Business Day, and the remainder of such collections of principal, Defaulted
Receivables and Non-Principal Collections shall be allocated to the Seller;

(c) The Servicer shall instruct the Trustee to withdraw
from the Collection Account and deposit into the Reserve Fund on Deposit Dates
with respect to the Revolving Period Available Seller's Principal Collections
for such Deposit Date, up to the amount of the excess, if any, determined
pursuant to Section 4.01(b)(ii)(B).

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SECTION 4.02. Monthly Interest. (a) The amount of monthly
interest ("Monthly Interest") with respect to the Series 1996-2 Certificates on
any Distribution Date shall be an amount equal to (a) the actual number of days
in the related Interest Period divided by 360 multiplied by (b) of the product
of (i) the Certificate Rate and (ii) the outstanding principal balance of the
Series 1996-2 Certificates as of the close of business on the preceding
Distribution Date (after giving effect to all repayments of principal made to
Certificateholders on such preceding Distribution Date, if any); provided,
however, with respect to the first Distribution Date, Monthly Interest shall be
equal to $[ ].

On the Determination Date preceding each Distribution Date,
the Servicer shall determine the excess, if any (the "Interest Shortfall"), of
(x) the aggregate Monthly Interest for the Interest Period applicable to such
Distribution Date over (y) the amount which will be available to be deposited
in the Interest Funding Account on such Distribution Date in respect thereof
pursuant to this Series Supplement. If, on any Quarterly Payment Date or any
Special Payment Date, an amount covering any Interest Shortfall for any prior
Distribution Date shall not have been deposited into the Interest Funding
Account pursuant to Section 4.06(a)(i), then an additional amount ("Additional
Interest") equal to (a) the actual number of days in the related Interest
Period divided by 360 multiplied (b) the product of (i) the Certificate Rate
plus two percentage points and (ii) such Interest Shortfall (or the portion
thereof which has not been paid or deposited in the Interest Funding Account)
shall be payable as provided herein with respect to the Series 1996-2
Certificates on each Distribution Date following such Distribution Date to and
including the Distribution Date on which such Interest Shortfall is paid or
deposited in the Interest Funding Account. Notwithstanding anything to the
contrary herein, Additional Interest shall be payable to the Interest Funding
Account or distributed to Series 1996-2 Certificateholders only to the extent
permitted by applicable law.

SECTION 4.03. Determination of Monthly Principal. The amount
of monthly principal ("Monthly Principal") distributable with respect to the
Series 1996-2 Certificates on each Distribution Date with respect to an Early
Amortization Period and the Accumulation Period shall be equal to the Available
Investor Principal Collections with respect to such Distribution Date;
provided, however, that for each Distribution Date with respect to the
Accumulation Period, Monthly Principal shall not exceed the Controlled
Distribution Amount for such Distribution Date; and provided further that
Monthly Principal shall not exceed the outstanding principal balance of the
Series 1996-2 Certificates.

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SECTION 4.04. Establishment of Reserve Fund and Funding
Accounts. (a)(i) The Servicer, for the benefit of the Series 1996-2
Certificateholders, shall cause to be established and maintained in the name of
the Trustee, on behalf of the Trust, an Eligible Deposit Account (the "Reserve
Fund") which shall be identified as the "Reserve Fund for the Ford Credit Auto
Loan Master Trust, Series 1996-2" and shall bear a designation clearly
indicating that the funds deposited therein are held for the benefit of the
Series 1996-2 Certificateholders.

(ii) At the direction of the Servicer, funds on deposit in
the Reserve Fund shall at the direction of the Servicer be invested by the
Trustee in Eligible Investments selected by the Servicer that will mature so
that such funds will be available at the close of business on or before the
Business Day next preceding the following Distribution Date. All Eligible
Investments shall be held by the Trustee for the benefit of the Series 1996-2
Certificateholders. On each Distribution Date, all interest and other
investment earnings (net of losses and investment expenses) on funds on deposit
in the Reserve Fund received prior to such Distribution Date shall be applied
as set forth in Section 4.06(a) of this Series Supplement. Funds deposited in
the Reserve Fund on a Business Day (which immediately precedes a Distribution
Date) upon the maturity of any Eligible Investments are not required to be
invested overnight.

(b)(i) The Servicer, for the benefit of the Series 1996-2
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Interest Funding
Account"), which shall be identified as the "Interest Funding Account for the
Ford Credit Auto Loan Master Trust, Series 1996-2" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 1996-2 Certificateholders.

(ii) At the direction of the Servicer, funds on deposit in
the Interest Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer. All such Eligible Investments shall be
held by the Trustee for the benefit of the Series 1996-2 Certificateholders.
On each Distribution Date, all interest and other investment earnings (net of
losses and investment expenses) on funds on deposit in the Interest
Funding Account shall be applied as set forth in Section 4.06(a) of this Series
Supplement. Funds deposited in the Interest Funding Account on any
Distribution Date (which are not distributed to Certificateholders pursuant to
Section 4.07 on such Distribution Date) shall be invested at the direction of
the Servicer in Eligible Investments that will mature so that such funds will
be available on or before the close of business on the Business Day preceding
the next following Distribution Date or, if an Early Amortization Event shall
have occurred, the next

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following Special Payment Date. Funds deposited in the Interest Funding
Account on a Business Day (which immediately precedes a Quarterly Payment Date)
upon the maturity of any Eligible Investments are not required to be invested
overnight.

(c)(i) The Servicer, for the benefit of the
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Principal Funding
Account"), which shall be identified as the "Principal Funding Account for Ford
Credit Auto Loan Master Trust Series 1996-2" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 1996-2 Certificateholders.

(ii) At the direction of the Servicer, funds on deposit in
the Principal Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer; provided that (unless otherwise agreed to
by the Rating Agencies) such investments bear interest at a rate based on
LIBOR, payable on a monthly basis with the interest rate thereon reset monthly.
All such Eligible Investments shall be held by the Trustee for the benefit of
the Series 1996-2 Certificateholders. On each Distribution Date all interest
and other investment earnings (net of losses and investment expenses) on funds
on deposit therein shall be applied as set forth in Section 4.06(a) of this
Series Supplement. Funds on deposit in the Principal Funding Account shall be
invested at the direction of the Servicer in Eligible Investments that will
mature so that such funds will be available on or before the close of business
on the Business Day next preceding the following Distribution Date or, if an
Early Amortization Event shall have occurred, the next Special Payment Date.
Funds deposited in the Principal Funding Account on a Business Day (which
immediately precedes the Expected Payment Date) upon the maturity of any
Eligible Investments are not required to be invested overnight.

(d)(i) The Servicer, for the benefit of the Series 1996-2
Certificateholders, shall establish and maintain in the name of the Trustee, on
behalf of the Trust, an Eligible Deposit Account (the "Excess Funding
Account"), which shall be identified as the "Excess Funding Account for Ford
Credit Auto Loan Master Trust, Series 1996-2" and shall bear a designation
clearly indicating that the funds deposited therein are held for the benefit of
the Series 1996-2 Certificateholders.

(ii) At the direction of the Servicer, funds on deposit in
the Excess Funding Account shall be invested by the Trustee in Eligible
Investments selected by the Servicer; provided that (unless otherwise agreed to
by the Rating Agencies) such investments bear interest at a rate based on
LIBOR, payable on a monthly basis with the interest rate thereon reset monthly.
All such Eligible Investments shall be held by the Trustee for

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the benefit of the Series 1996-2 Certificateholders. On each Distribution
Date, all interest and other investment earnings (net of losses and investment
expenses) on funds on deposit in the Excess Funding Account shall be applied as
set forth in Section 4.06(a) of this Series Supplement. Funds deposited in the
Excess Funding Account on any Distribution Date shall be invested in Eligible
Investments that will mature so that such funds will be available on or before
the close of business on the Business Day next preceding the following
Distribution Date; provided that if, pursuant to Section 4.13, deposits to and
withdrawals from the Excess Funding Account are being made on a weekly or daily
basis, then such Eligible Investments shall mature on each Business Day
on a weekly or daily basis, as the case may be; provided further that such
Eligible Investments shall still mature so that funds will be available on or
before the close of business on the Business Day next preceding the
following Distribution Date. Funds deposited in the Excess Funding Account on
a Business Day (which immediately precedes a Distribution Date) upon the
maturity of any Eligible Investments are not required to be invested overnight.

(e)(i) The Trustee shall possess all right, title and
interest in and to all funds on deposit from time to time in, and all Eligible
Investments credited to, the Reserve Fund, the Interest Funding Account, the
Principal Funding Account and the Excess Funding Account (collectively, the
"Series 1996-2 Accounts") and in all proceeds thereof. The Series 1996-2
Accounts shall be under the sole dominion and control of the Trustee for the
benefit of the Certificateholders. If, at any time, any of the Series 1996-2
Accounts ceases to be an Eligible Deposit Account, the Trustee (or the Servicer
on its behalf) shall within 10 Business Days (or such longer period, not to
exceed 30 calendar days, as to which each Rating Agency may consent) establish
a new Series 1996-2 Account meeting the conditions specified in paragraph
(a)(i), (b)(i), (c)(i) or (d)(i) above, as applicable, as an Eligible Deposit
Account and shall transfer any cash and/or any investments to such new Series
1996-2 Account. Neither the Seller, the Servicer nor any person or entity
claiming by, through or under the Seller, the Servicer or any such person or
entity shall have any right, title or interest in, or any right to withdraw any
amount from, any Series 1996-2 Account, except as expressly provided herein.
Schedule 1, which is hereby incorporated into and made part of this Series
Supplement, identifies each Series 1996-2 Account by setting forth the account
number of each such account, the account designation of each such account and
the name of the institution with which such account has been established. If a
substitute Series 1996-2 Account is established pursuant to this Section, the
Servicer shall provide to the Trustee an amended Schedule 1, setting forth the
relevant information for such substitute Series 1996-2 Account.

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(ii) Pursuant to the authority granted to the Servicer in
Section 3.01(a) of the Agreement, the Servicer shall have the power, revocable
by the Trustee, to make withdrawals and payments or to instruct the Trustee to
take withdrawals and payments from the Series 1996-2 Accounts for the purposes
of carrying out the Servicer's or Trustee's duties hereunder.

(f) Unless otherwise agreed to by the Rating Agencies, at
no time may greater than 10% of the outstanding principal balance of the
Certificates be invested in Eligible Investments (other than obligations of the
United States government) of any single entity or its Affiliates.

SECTION 4.05. Deficiency Amount. With respect to each
Distribution Date, on the related Determination Date, the Servicer shall
determine the amount (the "Deficiency Amount"), if any, by which

(a) the sum of

(i) Monthly Interest for such Distribution Date,

(ii) any Monthly Interest previously due but not
deposited in the Interest Funding Account on a prior Distribution
Date,

(iii) Additional Interest, if any, for such Distribution
Date and any Additional Interest previously due but not deposited into
the Interest Funding Account on a prior Distribution Date,

(iv) the Certificateholders Monthly Servicing Fee for such
Distribution Date,

(v) the Investor Default Amount, if any, for such
Distribution Date,

(vi) the Series 1996-2 Allocation Percentage of the
amount of any Adjustment Payment required to be deposited in the
Collection Account pursuant to Section 3.09(a) of the Agreement with
respect to the related Collection Period that has not been so
deposited as of such Determination Date and,

(vii) the Net Trust Swap Payment, if any, with respect to
such Distribution Date,

exceeds (b) the sum of

(i) Investor Non-Principal Collections for such
Distribution Date plus any Investment Proceeds plus the Net
Trust Swap Receipt, if any, with respect to such Distribution
Date and

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(ii) the amount of funds in the Reserve Fund which
are available pursuant to Section 4.08(a) to cover any portion
of the amount, if any, by which the amount of clause (a)
exceeds the amount of clause (b)(i).

The "Required Subordination Draw Amount" shall be the lesser
of (x) the Deficiency Amount and (y) either the Available Subordinated Amount
or, in the event of an Early Amortization Event (other than an Early
Amortization Event which has resulted in an Early Amortization Period which has
ended as described in clause (c) of the definition thereof), the Aggregate
Available Subordinated Amount on the related Determination Date. Following an
Early Amortization Event, any Required Subordination Draw Amount shall reduce
the Swap Available Subordinated Amount in its entirety before any reduction to
the Available Subordinated Amount.

SECTION 4.06. Application of Investor Non-Principal
Collections, Investment Proceeds, Net Trust Swap Receipts and Available
Investor Principal Collections. The Servicer shall cause the Trustee to make
the following distributions on each Distribution Date:

(a) On each Distribution Date, an amount equal to the sum
of Investor Non-Principal Collections, and any Investment Proceeds and payments
in respect of Net Trust Swap Receipts, if any, with respect to such
Distribution Date will be distributed in the following priority:

(i) first, an amount equal to Monthly Interest for such
Distribution Date (net of any Net Trust Swap Receipts not required to
be paid on such date), plus any payments in respect of Net Trust Swap
Receipts, if any, plus the amount of any Monthly Interest previously
due but not deposited in the Interest Funding Account or distributed
to the Series 1996-2 Certificateholders on a prior Distribution Date,
plus the amount of any Additional Interest for such Distribution Date
and any Additional Interest previously due but not deposited in the
Interest Funding Account or distributed to the Series 1996-2
Certificateholders on a prior Distribution Date, shall be deposited to
the Interest Funding Account; then, the Net Trust Swap Payment, if
any, shall be paid to the Swap Counterparty;

(ii) second, an amount equal to the Certificateholders
Monthly Servicing Fee for such Distribution Date shall be distributed
to the Servicer (unless such amount has been netted against deposits
to the Collection Account or waived);

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(iii) third, an amount equal to the Reserve Fund Deposit
Amount, if any, for such Distribution Date shall be deposited in the
Reserve Fund;

(iv) fourth, an amount equal to the Investor Default
Amount for such Distribution Date shall be treated as a portion of
Investor Principal Collections for such Distribution Date; and

(v) fifth, the balance, if any, shall constitute Excess
Servicing and shall be allocated and distributed as set forth in
Section 4.10.

(b) On each Distribution Date with respect to the
Revolving Period, an amount equal to Available Investor Principal Collections
deposited in the Collection Account for the related Collection Period shall be
applied in the following priority:

(i) first, if (A) the Pool Balance at the end of the
preceding Collection Period is less than the Pool Balance at the end
of the second preceding Collection Period and (B) the Pool Balance at
the end of the preceding Collection Period is less than the Required
Participation Amount for such Distribution Date (calculated before
giving effect to any deposits to the Excess Funding Account and any
excess funding account for any other Series in their revolving periods
to be made on such Distribution Date), then the Servicer shall cause
to be deposited into the Excess Funding Account an amount which will
reduce the Invested Amount such that, together with the deposits to
the excess funding accounts (and the resulting reductions in the
invested amounts) for other outstanding Series in their revolving
periods for such Distribution Date, the Pool Balance is equal to the
Required Participation Amount, and

(ii) second, an amount equal to the balance (such balance
being part of "Excess Principal Collections"), if any, of such
Available Investor Principal Collections shall be applied in
accordance with Section 4.04 of the Agreement.

For purposes of determining the amount to be applied pursuant to subparagraph
(i) above, allocations of the amounts to be deposited in the Excess Funding
Account and the excess funding account for other outstanding Series shall be
made pro rata on the basis of the invested amounts (including the Invested
Amount) for such Series.

If the Servicer has elected in respect of a Collection Period
to make withdrawals from the Excess Funding Account on a daily or weekly basis
pursuant to Section 4.13(b), then deposits into the Excess Funding Account
required by this Section 4.06(b) shall be made on each Business Day in such
Collection Period (if

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daily withdrawals and deposits have been elected) or on each Wednesday (or the
next succeeding Business Day if such Wednesday is not a Business Day) in such
Collection Period (if weekly withdrawals and deposits have been elected). In
the case of such election, the Pool Balance referred to in clause (B) above
shall be the Pool Balance on the preceding Business Day, in the case of an
election to make daily deposits and withdrawals, and on the Monday next
preceding the related Wednesday, in the case of an election to make weekly
deposits and withdrawals.

(c) On each Distribution Date with respect to the
Accumulation Period or an Early Amortization Period, an amount equal to
Available Investor Principal Collections will be distributed in the following
priority:

(i) first, an amount equal to Monthly Principal for such
Distribution Date shall be deposited by the Servicer or the Trustee
into the Principal Funding Account; and

(ii) second, for each Distribution Date with respect to
the Accumulation Period unless an Early Amortization Event has
occurred, after giving effect to the deposit referred to in clause (i)
above, an amount equal to the balance (such balance being part of
"Excess Principal Collections"), if any, of such Available Investor
Principal Collections shall be applied in accordance with Section 4.04
of the Agreement and Section 4.11 hereof.

SECTION 4.07. Distributions to Series 1996-2
Certificateholders. (a) The Servicer shall cause the Trustee to make the
following distributions at the following times from the Interest Funding
Account, the Principal Funding Account and the Excess Funding Account:

(i) on each Quarterly Payment Date and on each Special
Payment Date, all amounts on deposit in the Interest Funding Account
(other than Investment Proceeds) shall be distributed to the Series
1996-2 Certificateholders to pay accrued interest on the Series 1996-2
Certificates plus any accrued Additional Interest that has not been
previously distributed to the Series 1996-2 Certificateholders;

(ii) on each Special Payment Date and on the Expected
Final Payment Date, all amounts on deposit in the Principal Funding
Account, the Excess Funding Account and (after giving effect to the
application pursuant to Section 4.07(a)(i)) the Interest Funding
Account, up to a maximum amount on any such day equal to the excess of
the outstanding principal balance of the Series 1996-2 Certificates
over the unreimbursed Investor Charge-Offs, shall be distributed to
the Series 1996-2 Certificateholders; and

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(iii) on each Distribution Date following an Asset
Composition Event, the Asset Composition Amount will be distributed to
Series 1996-2 Certificateholders as set forth in Section 4.12(b) of
this Series Supplement.

(b) [Reserved]

(c) The distributions to be made pursuant to this Section
are subject to the provisions of Sections 2.03, 9.02, 10.01 and 12.02 of the
Agreement and Sections 8.01 and 8.02 of this Series Supplement.

SECTION 4.08. Application of Reserve Fund and Available
Subordinated Amount. (a) If the portion of Investor Non-Principal
Collections, Investment Proceeds and Net Trust Swap Receipts, if any, allocated
to Series 1996-2 Certificateholders on any Distribution Date pursuant to
Section 4.06(a) is not sufficient to make the entire distributions required on
such Distribution Date by Section 4.06(a)(i), (ii) and (iv), the Servicer shall
cause the Trustee to withdraw funds from the Reserve Fund to the extent
available therein, and apply such funds to complete the distributions pursuant
to Section 4.06(a)(i), (ii) and (iv); provided, however, that during any Early
Amortization Period (other than an Early Amortization Period which has ended as
described in clause (c) of the definition thereof) funds shall not be withdrawn
from the Reserve Fund to make distributions otherwise required by Section
4.06(a)(iv) to the extent that, after giving effect to such withdrawal, the
amount on deposit in the Reserve Fund shall be less than $_________.

(b) If there is a Required Subordination Draw Amount for
such Distribution Date, the Servicer shall, subject to the following paragraph,
apply or cause the Trustee to apply the Available Seller's Collections on
deposit in the Collection Account on such Distribution Date, but only up to the
amount of the Required Subordination Draw Amount, to make up the shortfall in
the distributions required by Sections 4.06(a)(i), (ii) and (iv) that have not
been made through the application of funds from the Reserve Fund in accordance
with Section 4.08(a). Any such Available Seller's Collections remaining after
the application thereof pursuant to the preceding sentence shall be treated as
a portion of Investor Principal Collections for such Distribution Date, but
only up to the amount of unpaid Adjustment Payments allocated to Series 1996-2
as described in Section 4.05(a)(vi). The amount of the Available Sellers
Collections applied in accordance with the two preceding sentences shall reduce
(i) if an Early Amortization Event shall have occurred, to first the Swap
Available Subordinated Amount to the extent thereof and then the Available
Subordinated Amount, or (ii) if an Early Amortization Event shall not have
occurred, the Available Subordinated Amount as described in clause (i)(x)(A) of
the

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definition thereof. If the Required Subordination Draw Amount exceeds
Available Seller's Collections for such Distribution Date, (i) to the Swap
Available Subordinated Amount to the extent thereof and then the Available
Subordinated Amount or (ii) the Available Subordinated Amount, as the case may
be, shall be further reduced by the amount of such excess, but not by more than
the sum of (x) the Investor Default Amount and (y) the amount of unpaid
Adjustment Payments allocated to Series 1996-2 as described in Section
4.05(a)(vi).

If for such Distribution Date the sum of the Required
Subordination Draw Amount and the aggregate of the required subordination draw
amounts for all other Series outstanding exceeds the Available Seller's
Collections on deposit in the Collection Account on such Distribution Date,
then such Available Seller's Collections shall be allocated to such Series
(including Series 1996-2) pro rata on the basis of such required subordination
draw amounts (including the Required Subordination Draw Amount).

(c) After giving effect to the allocations of,
distributions from, and deposits in, the Reserve Fund made pursuant to Sections
4.01(c), 4.04, 4.06(a) and 4.08(a) and (d), (i) if the amount in the Reserve
Fund is greater than the Reserve Fund Required Amount (or, for any Distribution
Date with respect to an Early Amortization Period, the Excess Reserve Fund
Required Amount) for such Distribution Date, then the Servicer shall cause the
Trustee to distribute such excess amount to the Seller and (ii) if the amount in
the Reserve Fund is less than such Reserve Fund Required Amount, then the
Trustee shall, subject to the following paragraph, deposit any remaining
Available Seller's Collections on deposit in the Collection Account for such
Distribution Date after giving effect to paragraph (b) of Section 4.08 into the
Reserve Fund until the amount in the Reserve Fund is equal to such Reserve Fund
Required Amount. On the Termination Date, any funds in the Reserve Fund will be
treated as Available Investor Principal Collections. Upon payment in full of
the outstanding principal balance of the Series 1996-2 Certificates, any funds
remaining on deposit in the Reserve Fund shall be paid to the Seller.

If for such Distribution Date the sum of the amount required
to be deposited into the Reserve Fund and the aggregate of the amounts required
to be deposited into the reserve funds for all other Series outstanding exceeds
the Available Seller's collections that remain available to make such deposits
on such Distribution Date, then such remaining Available Seller's Collections
shall be allocated to such Series (including Series 1996-2) pro rata on the
basis of the amounts required to be deposited in each such reserve fund
(including the Reserve Fund).

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(d) If, for any Distribution Date with respect to an
Early Amortization Period, after giving effect to the allocations of,
distributions from, and deposits in, the Reserve Fund and the reserve funds for
other Series made pursuant to Sections 4.01(c), 4.04, 4.06(a) and 4.08(a), the
amount in the Reserve Fund is less than the Excess Reserve Fund Required
Amount for such Distribution Date, the Trustee shall, subject to the following
paragraph, deposit any remaining Available Seller's Collections on deposit in
the Collection Account for such Distribution Date into the Reserve Fund until
the amount in the Reserve Fund is equal to such Excess Reserve Fund Required
Amount.

If for any Distribution Date the sum of the amount required to
be deposited into the Reserve Fund to fund the Excess Reserve Fund Required
Amount and the aggregate of the amounts required to be deposited into the
reserve funds for all other Series outstanding to fund the excess reserve fund
required amounts for such Series exceeds the remaining Available Seller's
Collections available to make such deposits for such Distribution Date, then
such remaining Available Seller's Collections shall be allocated to such Series
(including Series 1996-2) pro rata on the basis of such amounts required to be
deposited in each such reserve fund (including the Reserve Fund) to fund the
excess reserve fund required amount.

(e) The balance of Available Seller's Collections on
any Distribution Date, after giving effect to any distributions thereof
pursuant to Sections 4.08(b), (c) and (d) and the distributions in respect of
other Series referred to in Sections 4.08(b), (c) and (d), shall be distributed
to the Seller on such Distribution Date; provided that if the Trust Available
Subordinated Amount for the immediately preceding Determination Date exceeds
the Seller's Participation Amount on such date (determined after giving effect
to any Principal Receivables transferred to the Trust on such Distribution
Date), Section 4.08(c) hereof shall not apply and such balance of Available
Seller's Collections shall be deposited into the Reserve Fund to the extent of
such excess. Any remaining Available Seller's Principal Collections shall be
paid to the Seller.

SECTION 4.09. Investor Charge-Offs. If, on any
Distribution Date on which the Available Subordinated Amount on the preceding
Determination Date (after giving effect to the allocations, distributions,
withdrawals and deposits to be made on such Distribution Date) is zero and the
Deficiency Amount for such Distribution Date is greater than zero, the Invested
Amount shall be reduced by the amount of the excess of such Deficiency Amount
over any remaining Available Subordinated Amount on such Determination Date,
but not by more than the Investor Default Amount. Investor Charge-Offs shall
thereafter be reimbursed and the Invested Amount increased (but not by an
amount in excess of the aggregate unreimbursed Investor Charge-Offs) on any
Distribu-

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tion Date by the sum of (a) Allocable Miscellaneous Payments with respect to
such Distribution Date and (b) the amount of Excess Servicing allocated and
available for that purpose pursuant to Section 4.10(a).

SECTION 4.10. Excess Servicing. The Servicer shall cause the
Trustee to apply, on each Distribution Date, Excess Servicing with respect to
the Collection Period immediately preceding such Distribution Date, to make the
following distributions in the following priority:

(a) an amount equal to the aggregate amount of Investor
Charge-Offs which have not been previously reimbursed as provided in
Section 4.09 (after giving effect to the allocation on such
Distribution Date of any amount for that purpose pursuant to Section
4.09) shall be treated as a portion of Available Investor Principal
Collections with respect to such Distribution Date;

(b) an amount equal to the aggregate outstanding amounts
of the Certificateholders Monthly Servicing Fee which have been
previously waived pursuant to Section 3.01 shall be distributed to the
Servicer; and

SECTION 4.11. Excess Principal Collections.

"Series 1996-2 Excess Principal Collections", with respect to
any Distribution Date, shall mean Excess Principal Collections for such
Distribution Date in an amount equal to the lesser of (a) the Series 1996-2
Principal Shortfall, if any, for such Distribution Date and (b) an amount equal
to the product of (x) Excess Principal Collections for all Series for such
Distribution Date and (y) a fraction, the numerator of which is the Series
1996-2 Principal Shortfall for such Distribution Date and the denominator of
which is the aggregate amount of Principal Shortfalls for all Series for such
Distribution Date. The Series 1996-2 Principal Shortfall, with respect to any
Distribution Date, shall equal the excess of (i) (x) for any Distribution Date
with respect to the Accumulation Period, the Controlled Distribution Amount or
(y) for any Distribution Date with respect to an Early Amortization Period, the
Invested Amount, over (ii) Available Investor Principal Collections for such
Distribution Date (excluding any portion thereof attributable to Excess
Principal Collections).

SECTION 4.12. Asset Composition Event. (a) "Asset
Composition Event" shall mean and will occur if during the revolving period for
any Series (a) the sum of all Eligible Investments and amounts on deposit in
all Series Accounts

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represents more than 25% of the Trust Assets on each of twelve or more
consecutive Determination Dates; or (b) on each of any two consecutive
Determination Dates the sum of all Eligible Investments and amounts on deposit
in all Series Accounts represents more than 45% of the total assets of the
Trust, in each case after giving effect to all payments made or to be made on
the Distribution Date next succeeding each such respective Determination Date.

No Asset Composition Event will arise, and any pre-existing Asset Composition
Event will be of no further effect, following the beginning of the Accumulation
Period or the Early Amortization Period.

(b) Upon the occurrence of an Asset Composition Event, the
Servicer shall calculate the minimum additional amount that would be necessary
to be paid out of the Series 1996-2 Accounts on the next Distribution Date to
achieve compliance with the percentages set forth in Sections 4.12 (a)(i) and
(ii), after giving effect to such additional payment and to all other payments
that would otherwise have been made on such Distribution Date pursuant to
Section 4.06 and Section 4.07, and interest on and principal of the Series
1996-2 Certificates will become payable on such Distribution Date, and the
Servicer shall cause the Trustee to make such payment in the amount required
(the "Asset Correction Amount") to achieve compliance with the percentages set
forth in Sections 4.12(a)(i) and (ii) by applying amounts on deposit in the
Interest Funding Account and the Excess Funding Account in the following order
of priority:

(i) first, amounts shall be withdrawn from the Interest
Funding Account to pay all or a portion of accrued but unpaid interest
on the Certificates; and

(ii) second, amounts shall be withdrawn from the Excess
Funding Account to repay a portion of the outstanding principal
balance of the Certificates.

SECTION 4.13. Excess Funding Account. (a) Any funds on
deposit in the Excess Funding Account at the beginning of the Accumulation
Period or upon the occurrence of an Early Amortization Event will be deposited
in the Principal Funding Account. In addition, no funds will be deposited in
the Excess Funding Account during the Accumulation Period or any Early
Amortization Period.

(b) If (i) on any Determination Date during the Revolving
Period there are any funds in the Excess Funding Account and (ii) the Pool
Balance at the end of the preceding Collection Period is greater than the Pool
Balance at the end of the second preceding Collection Period, then, subject to
the other provisions of this Section 4.13(b) and to Sections 4.13(c)

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and (d), the Invested Amount and the invested amounts (but, in each case, not
in excess of the initial principal amount of such Series) for all other
outstanding Series that provide for an excess funding account or similar
arrangement and are in their revolving periods shall be increased such that,
after giving effect to such increases, the Required Participation Amount is at
least equal to the Pool Balance. On such Determination Date the Servicer shall
notify the Trustee of the amount, if any, of such increase in the Invested
Amount and the Trustee shall withdraw from the Excess Funding Account and pay
to the Seller or allocate to one or more other Series, on the immediately
succeeding Distribution Date, an amount equal to the amount of such increase in
the Invested Amount. Such payment shall be in payment or partial payment
pursuant to the Receivables Purchase Agreement for additional Principal
Receivables transferred to the Trust or allocated to Series 1996-2. To the
extent that the Invested Amount is increased by any payment to the Seller or
any allocation to one or more other Series, the Seller's Interest or such other
Series' invested amount, as applicable, shall be reduced by the amount of such
payment. In addition, any increase in the Invested Amount is subject to the
condition that after giving effect to such increase the Pool Balance equals or
exceeds the sum of (A) the Required Participation Amount (exclusive of the
amount in clause (b) of the definition thereof), (B) the sum of the Required
Subordinated Amount and the sum of the required subordinated amounts for all
other Series (or, if such other series shall have no required subordinated
amount, the available subordinated amount with respect to such Series) and (C)
the sum of the Swap Available Subordinated Amount and any other subordinated
amounts supporting any other Enhancement for all other Series. In connection
with the foregoing, the Seller shall endeavor (taking into account any
seasonality experienced in the Accounts in the Trust) to minimize the amounts
on deposit, from time to time, in the Excess Funding Account.

The Seller may elect to make such withdrawals from the Excess
Funding Account and the excess funding accounts or similar arrangements for
other Series on a daily or weekly basis during a Collection Period by giving
the Trustee notice of such election at least two Business Days and no more than
five Business Days prior to the commencement of such daily or weekly
withdrawals. If such election is made, then deposits into the Excess Funding
Account and excess funding accounts or similar arrangements for other Series
shall be made on a similar basis for the related Collection Period. If such
election is for withdrawals on a daily basis, then such withdrawals shall be
made on each Business Day and the Pool Balance to be referenced shall be the
Pool Balance on the next preceding Business Day. If such election is for
withdrawals on a weekly basis, then such withdrawals shall be made on each
Wednesday (or if such Wednesday is not a Business Day, then on the Business Day
next succeeding such Wednesday) and

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the Pool Balance to be referenced shall be the Pool Balance on the preceding
Monday.

(c) In the event that other Series issued by the Trust provide
for excess funding accounts or other arrangements similar to the Excess Funding
Account involving fluctuating levels of investments in Principal Receivables,
(i) the allocation of additional Principal Receivables to increase the Invested
Amount and the invested amounts of such other Series (and the related
withdrawals from the Excess Funding Account and the other excess funding or
similar accounts) will be based on the proportion that the amount on deposit in
the Excess Funding Account bears to amounts on deposit in the excess funding
accounts (including the Excess Funding Account) of all Series providing for
excess funding accounts or such similar arrangements or to amounts otherwise
similarly available and (ii) the deposit of amounts into the Excess Funding
Account and the excess funding accounts of such other Series will be pro rata
based on the proportion that the Invested Amount bears to the invested amounts
(including the Invested Amount) of all Series providing for excess funding
accounts or such similar arrangements.

(d) In the event that any other Series is in an amortization
period, early amortization period or accumulation period, the amounts of any
withdrawals from the Excess Funding Account shall be applied first to satisfy
in full any then applicable funding or payment requirements of such Series and
second to make a payment to the Seller. In the event that more than one other
Series is in an amortization period, early amortization period or accumulation
period, the amounts of any withdrawals from the Excess Funding Account shall be
allocated (and, if necessary, reallocated) among such Series as specified in
the related Series Supplement, to meet the funding or payment requirements of
each such Series first to satisfy in full all then applicable funding or
payment requirements of each such Series and second to make a payment to the
Seller.

ARTICLE V

Distributions and Reports to
Series 1996-2 Certificateholders

SECTION 5.01. Distributions. (a) On each Distribution Date,
the Trustee shall distribute to each Series 1996-2 Certificateholder of record
on the preceding Record Date (other than as provided in Section 12.02 of the
Agreement respecting a final distribution) such Certificateholder's pro rata
share (based on the aggregate fractional undivided interests represented by the
Series 1996-2 Certificates held by such Certificateholder) of the amounts on
deposit in the Series 1996-2

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Accounts as is payable to the Series 1996-2 Certificateholders on such
Distribution Date pursuant to Section 4.07.

(b) Except as provided in Section 12.02 of the Agreement with
respect to a final distribution, distributions to Series 1996-2
Certificateholders hereunder shall be made by check mailed to each Series
1996-2 Certificateholder at such Certificateholder's address appearing in the
Certificate Register without presentation or surrender of any Series 1996-2
Certificate or the making of any notation thereon; provided, however, that with
respect to Series 1996-2 Certificates registered in the name of a Depository,
such distributions shall be made to such Depository in immediately available
funds.

SECTION 5.02. Reports and Statements to Series 1996-2
Certificateholders. (a) At least two Business Days prior to each Distribution
Date, the Servicer will provide to the Trustee statements substantially in the
forms of Exhibits B-1 and B-2, and on each Distribution Date the Trustee shall
forward to each Series 1996-2 Certificateholder the statement substantially in
the form of Exhibit B-2 prepared by the Servicer setting forth certain
information relating to the Trust and the Series 1996-2 Certificates.

(b) A copy of each statement provided pursuant to paragraph
(a) will be made available for inspection at the Corporate Trust Office.

(c) On or before January 31, of each calendar year, beginning
with calendar year 1997, the Trustee shall furnish or cause to be furnished to
each Person who at any time during the preceding calendar year was a Series
1996-2 Certificateholder, a statement prepared by the Servicer containing the
information which is required to be contained in the statement to Series 1996-2
Certificateholders as set forth in paragraph (a) above, aggregated for such
calendar year or the applicable portion thereof during which such Person was a
Series 1996-2 Certificateholder, together with other information as is required
to be provided by an issuer of indebtedness under the Internal Revenue Code and
such other customary information as is necessary to enable the Series 1996-2
Certificateholders (or Certificate Owners) to prepare their tax returns. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Internal Revenue Code as from time to time
in effect.

SECTION 5.03. Determination of Three-Month LIBOR.

(a) Except as otherwise provided in Section 5.04 hereof, on
each Adjustment Date so long as the Series 1996-2 Certificates are outstanding,
the Calculation Agent shall

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determine Three-Month LIBOR as applicable to the calculation of the Certificate
Rate for the next Interest Period and provide such rate to the Trustee. Except
as otherwise provided herein, Three-Month LIBOR shall equal the rate appearing
for deposits in U.S. dollars having a three-month maturity which appears on
Telerate Page 3750 as of 11:00 A.M., London time, on an Adjustment Date.

(b) If on any Adjustment Date no such rate appears on
Telerate Page 3750, the Calculation Agent shall request the principal London
office of four major banks in the London interbank market selected by the
Calculation Agent (the "Calculation Banks") to provide a quotation of the rate
at which it is offering at approximately 11:00 A.M., London time, on such
Adjustment Date, to prime banks in the London interbank market, commencing on
the second London Business day immediately following such Adjustment Date and
having a three-month maturity and in a principal amount of not less than U.S.
$1,000,000 that is representative for a single transaction in such market at
such time. If at least two such quotations are provided, Three-Month LIBOR for
such Adjustment Date shall be calculated by the Calculation Agent and shall
equal the arithmetic mean (rounded, if necessary, to the nearest one
hundred-thousandth of a percentage point, with 5 one-millionths of a percentage
point rounded upwards) of such quotations. If less than two such quotations
are provided, Three-Month LIBOR on such Adjustment Date shall be calculated by
the Calculation Agent and shall be equal the arithmetic mean (rounded, if
necessary, to the nearest one hundred-thousandth of a percentage point, with 5
one-millionths of a percentage point rounded upwards) of the rates quoted by
three major banks in New York City selected by the Calculation Agent at
approximately 11:00 A.M., New York time, on such Adjustment Date for loans in
U.S. dollars to leading European banks, commencing on the second London
Business Day immediately following such Adjustment Date and having a
three-month maturity and in a principal amount equal to an amount not less than
U.S $1,000,000 that is representative for a single transaction in such market
at such time.

(c) If on any Adjustment Date the Calculation Agent is unable
to establish Three-Month LIBOR in the manner provided in paragraph (a) or (b)
above, Three-Month LIBOR shall be the Three-Month LIBOR established on the
preceding Adjustment Date.

(d) The establishment of Three-Month LIBOR and each
Certificate Rate for the Series 1996-2 Certificates by the Calculation Agent
and the Trustee, as the case may be, shall (in the absence of manifest error)
be final, conclusive and binding upon each Holder of a Series 1996-2
Certificate.

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SECTION 5.04. Determination of One-Month LIBOR.

(a) On each Adjustment Date following the commencement of an
Early Amortization Period and for so long as such Early Amortization Period
shall be continuing, the Calculation Agent shall determine One-Month LIBOR as
applicable to the calculation of the Certificate Rate for the next Interest
Period and provide such rate to the Trustee.

(b) The establishment of One-Month LIBOR and each Certificate
Rate for the Series 1996-2 Certificates by the Calculation Agent and the
Trustee, as the case may be, shall (in the absence of manifest error) be final,
conclusive and binding upon each Holder of a Series 1996-2 Certificate.

ARTICLE VI

Amortization Events

SECTION 6.01. Additional Amortization Events. The occurrence
of any of the following events shall, immediately upon the occurrence thereof
without notice or other action on the part of the Trustee or the Series 1996-2
Certificateholders, be deemed to be an Early Amortization Event solely with
respect to Series 1996-2:

(a) on any Determination Date, the average of the Monthly
Payment Rates for the three preceding Collection Periods is less than
20%;

(b) on any Determination Date, the Available Subordinated
Amount for the next Distribution Date will be less than the Required
Subordinated Amount on such Determination Date, after giving effect to
the distributions to be made on the next Distribution Date;

(d) on any Determination Date, as of the last day of the
preceding Collection Period, the aggregate amount of Principal
Receivables relating to Used Vehicles exceeds 10% of the Pool Balance
on such last day;

(e) the Interest Rate Swap is terminated in accordance with
its terms; or

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(f) the outstanding principal amount of the Certificates is
not repaid by the Expected Payment Date.

ARTICLE VII

Optional Repurchase

SECTION 7.01. Optional Repurchase. (a) On any Distribution
Date occurring after the date on which the Invested Amount is reduced to 10% of
the principal amount of the Certificates on the Closing Date or less, the
Seller shall have the option, subject to the condition set forth in paragraph
(c), to purchase the entire, but not less than the entire, Series 1996-2
Certificateholders' Interest, at a purchase price equal to the Reassignment
Amount for such Distribution Date.

(b) The Seller shall give the Servicer and the Trustee at
least 10 days' prior written notice of the Distribution Date on which the
Seller intends to exercise such purchase option. Not later than 12:00 noon,
New York City time, on such Distribution Date the Seller shall deposit the
Reassignment Amount into the Collection Account in immediately available funds.
Such purchase option is subject to payment in full of the Reassignment Amount.
The Reassignment Amount shall be distributed as set forth in Section 8.01(b).

(c) If at the time the Seller exercises its purchase option
hereunder the Seller's long-term unsecured debt has a rating lower than the
lowest investment grade rating of the Rating Agency, the Seller shall deliver
to the Trustee on such Distribution Date an Opinion of Counsel (which must be
an independent outside counsel) to the effect that, in reliance on certain
certificates to the effect that the Series 1996-2 Certificateholders' Interest
purchased by the Seller constitutes fair value for the consideration paid
therefor and as to the solvency of the Seller, the purchase of the Series
1996-2 Certificateholders' Interest would not be considered a fraudulent
conveyance under applicable law.

ARTICLE VIII

Final Distributions

SECTION 8.01. Sale of Certificateholders' Interest Pursuant
to Section 2.03 of the Agreement; Distributions Pursuant to Section 7.01 of the
Series Supplement or Section 2.03 or 12.02(c) of the Agreement. (a) The amount
to be paid by the Seller to the Collection Account with respect to Series
1996-2 in connection with a purchase of the Certificateholders' Interest
pursuant to Section 2.03 of the Agreement shall equal the

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Reassignment Amount for the Distribution Date on which such repurchase occurs.

(b) With respect to the Reassignment Amount deposited into the
Collection Account pursuant to Section 7.01 or 8.01 of this Series Supplement
or Section 2.03 of the Agreement or any Termination Proceeds deposited into the
Collection Account pursuant to Section 12.02(c) of the Agreement, the Trustee
shall, not later than 12:00 noon, New York City time, on the Distribution Date
on which such amounts are deposited (or, if such date is not a Distribution
Date, on the immediately following Distribution Date) (in the priority set
forth below): (i) first, (x) deposit the Invested Amount on such date into the
Principal Funding Account and (y) deposit the amount of accrued and unpaid
interest on the unpaid balance of the Certificates, plus the amount of
Additional Interest, if any, for such Distribution Date and any Additional
Interest or Asset Composition Premium previously due but not deposited into the
Interest Funding Account or paid to Series 1996-2 Certificateholders on any
prior Distribution Date, into the Interest Funding Account, up to the
Reassignment Amount for Series 1996-2 and (ii) second, pay the remainder of any
Termination Proceeds to the Seller.

(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Principal
Funding Account and the Interest Funding Account pursuant to Section 7.01 or
8.01 and all other amounts on deposit therein shall be distributed in full to
the Series 1996-2 Certificateholders on such date and any distribution made
pursuant to paragraph (b) above shall be deemed to be a final distribution
pursuant to Section 12.02 of the Agreement with respect to Series 1996-2.

SECTION 8.02. Distribution of Proceeds of Sale, Disposition
or Liquidation of the Receivables Pursuant to Section 9.02 of the Agreement.
(a) Not later than 12:00 noon, New York City time, on the Distribution Date
following the date on which the Insolvency Proceeds are deposited into the
Collection Account pursuant to Section 9.02(b) of the Agreement, the Trustee
shall first (in each case, after giving effect to any deposits and
distributions otherwise to be made on such Distribution Date) deduct an amount
equal to the Invested Amount on such Distribution Date from the portion of the
Insolvency Proceeds allocated to the Series 1996-2 Allocation Percentage of
Principal Collections and deposit such amount in the Principal Funding Account,
provided that the amount of such deposit shall not exceed the product of (x)
the portion of the Insolvency Proceeds allocated to the Series 1996-2
Allocation Percentage of Principal Collections and (y) 100% minus the Excess
Seller's Percentage with respect to the related Collection Period. The
remainder of the portion of the Insolvency Proceeds allocated to the Series

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1996-2 Allocation Percentage of Principal Collections shall be allocated to the
Seller's Interest and shall be released to the Seller on such Distribution
Date.

(b) Not later than 12:00 noon, New York City time, on such
Distribution Date, the Trustee shall first (in each case, after giving effect
to any deposits and distributions otherwise to be made on such Distribution
Date) deduct an amount equal to the sum of (i) Monthly Interest for such
Distribution Date, (ii) any Monthly Interest previously due but not deposited
into the Interest Funding Account on any prior Distribution Date, (iii) the
amount of Additional Interest, if any, for such Distribution Date and any
Additional Interest previously due but not deposited into the Interest Funding
Account on a prior Distribution Date, from the portion of the Insolvency
Proceeds allocated to the Series 1996-2 Allocation Percentage of Non-Principal
Collections and deposit such amount in the Interest Funding Account, provided
that the amount of such distribution shall not exceed (x) the product of (A)
the portion of the Insolvency Proceeds allocated to the Series 1996-2
Allocation Percentage of Non-Principal Collections and (B) 100% minus the
Excess Seller's Percentage. The remainder of the portion of the Insolvency
Proceeds allocated to Non-Principal Collections shall be allocated to the
Seller's Interest and shall be released to the Seller on such Distribution
Date.

(c) Notwithstanding anything to the contrary in this Series
Supplement or the Agreement, the entire amount deposited in the Principal
Funding Account and the Interest Funding Account pursuant to this Section and
all other amounts on deposit therein shall be distributed in full to the Series
1996-2 Certificateholders on the Distribution Date on which funds are deposited
pursuant to this Section (or, if not so deposited on a Distribution Date, on
the immediately following Distribution Date) and any distribution made pursuant
to this Section shall be deemed to be a final distribution pursuant to Section
12.02 of the Agreement with respect to Series 1996-2.

ARTICLE IX

Miscellaneous Provisions

SECTION 9.01. Execution and Delivery of the Interest Rate
Swap. On the Closing Date the Trustee shall execute and deliver the Interest
Rate Swap. On the Closing Date the Seller shall contribute the amount of the
Initial Exchange Amount (as defined in the Interest Rate Swap) to the Trust by
paying such amount to the Swap Counterparty on behalf of the Trust.

SECTION 9.02. Registration of the Series 1996-2 Certificates
under the Securities Exchange Act of 1934. The

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Seller shall cause the Series 1996-2 Certificates to be registered under the
Securities Exchange Act of 1934, as amended, on or before [January 17, 1996]
and thereafter maintain such registration until the Series 1996-2 Certificates
are no longer outstanding.

SECTION 9.03. Ratification of Agreement. As supplemented by
this Series Supplement, the Agreement is in all respects ratified and confirmed
and the Agreement as so supplemented by this Series Supplement shall be read,
taken and construed as one and the same instrument.

SECTION 9.04. Counterparts. This Series Supplement may be
executed in two or more counterparts (and by different parties on separate
counterparts), each of which shall be an original, but all of which together
shall constitute one and the same instrument.

SECTION 9.05. Governing Law. This Series Supplement shall be
construed in accordance with the laws of the State of New York, without
reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder shall be determined in accordance with such
laws.

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IN WITNESS WHEREOF, the Seller, the Servicer and the Trustee
have caused this Series Supplement to be duly executed by their respective
officers as of the day and year first above written.

FORD CREDIT AUTO RECEIVABLES
CORPORATION,
Seller

By:______________________________
Name:
Title:

FORD MOTOR CREDIT COMPANY,
Servicer

By:______________________________
Name:
Title:

CHEMICAL BANK,
Trustee

By:______________________________
Name:
Title:

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46

EXHIBIT A

FORM OF FACE OF CERTIFICATE

Initial
REGISTERED Principal Balance: */
-
$____________________________
Certificate No. R-[ ] CUSIP NO. _________

[Unless this Certificate is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the issuer or its
agent for registration of transfer, exchange, or payment, and any 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.]

FORD CREDIT AUTO LOAN MASTER TRUST
SERIES 1996-2

FLOATING RATE AUTO LOAN
ASSET BACKED CERTIFICATES

evidencing a fractional undivided interest in certain
assets of the

FORD CREDIT AUTO LOAN MASTER TRUST

the corpus of which consists primarily of wholesale (i.e., dealer floorplan)
receivables (the "Receivables") generated from time to time in the ordinary
course of business in a portfolio of revolving financing arrangements (the
"Accounts") of Ford Motor Credit Company ("Ford Credit") meeting certain
eligibility criteria. This certificate (a "Certificate") does not represent
any interest in, or obligation of, Ford Credit Auto Receivables Corporation
("FCAR" or the "Seller"), Ford Credit or any affiliate thereof.

----------------------
*/ Denominations of $1,000 and integral multiples of $1,000 in excess thereof.
47

Unless the certificate of authentication hereon has been
executed by or on behalf of the Trustee, by manual signature, this Certificate
shall not be entitled to any benefit under the Pooling and Servicing Agreement
referred to on the reverse side hereof or be valid for any purpose.

THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF LAW
PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

IN WITNESS WHEREOF, the Seller has caused this Certificate to
be duly executed.

FORD CREDIT AUTO RECEIVABLES
CORPORATION

By:_________________________
Name:
Title:

Dated:

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Certificates described in the within-mentioned Pooling and
Servicing Agreement.

____________________________,
as Trustee,

by_____________________________
Authorized Officer

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FORM OF THE REVERSE OF CERTIFICATE

This certifies that _________________________ (the "Series
1996-2 Certificateholder"), is the registered owner of a fractional undivided
interest in certain assets of the FORD CREDIT AUTO LOAN MASTER TRUST (the
"Trust") created pursuant to a Pooling and Servicing Agreement (the "P&S")
dated as of December 31, 1991, as supplemented by the Series 1996-2 Series
Supplement dated as of December 31, 1995, among Ford Credit Auto Receivables
Corporation ("FCAR"), as Seller (the "Seller"), Ford Motor Credit Company
("Ford Credit"), as servicer (the "Servicer"), and Chemical Bank, as trustee
(the "Trustee"), that are allocated to the Series 1996-2 Certificateholders'
Interest pursuant to the P&S and the Series Supplement. The P&S and the Series
Supplement are hereinafter collectively referred to as the Pooling and
Servicing Agreement.

The corpus of the Trust will include (a) all of the Seller's
right, title and interest in, to and under the Receivables in each Account and
all Collateral Security with respect thereto owned by the Seller at the close
of business on the Cut-Off Date, in the case of the Initial Accounts, and on
the applicable Additional Cut-Off Date, in the case of Additional Accounts, and
all monies due or to become due and all amounts received with respect thereto
and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC
as in effect in the State of Michigan and Recoveries) thereof, (b) all of the
Seller's rights, remedies, powers and privileges with respect to such
Receivables under the Receivables Purchase Agreement, (c) all of the Seller's
right, title and interest in, to and under the Receivables in each Account and
all Collateral Security with respect thereto owned by the Seller at the close
of business on each Transfer Date and not theretofore conveyed to the Trust,
all monies due or to become due and all amounts received with respect thereto
and all proceeds (including "proceeds" as defined in Section 9-306 of the UCC
as in effect in the State of Michigan and Recoveries) thereof, (d) all monies
on deposit in, and Eligible Investments credited to, the Collection Account or
any Series Account, (e) any Enhancements and (f) all other assets and interests
constituting the Trust. In addition to the Certificates, the Seller's
Certificate will be issued pursuant to the Pooling and Servicing Agreement
which will represent the Seller's Interest in the Trust. The Seller's
Certificate will represent the interest in the Trust Assets not represented by
the Investor Certificates.

The Receivables consist of advances made directly or
indirectly by Ford Credit to domestic automobile dealers franchised by Ford
Motor Company and/or other automobile manufacturers or distributors.

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49

Subject to the terms and conditions of the Pooling and
Servicing Agreement, the Seller may from time to time direct the Trustee, on
behalf of the Trust, to issue one or more new Series of Investor Certificates,
which will represent fractional undivided interests in certain of the Trust
Assets.

This Certificate is issued under and is subject to the terms,
provisions and conditions of the Pooling and Servicing Agreement to which, as
amended and supplemented from time to time, the Series 1996-2 Certificateholder
by virtue of the acceptance hereof assents and is bound. Although a summary of
certain provisions of the Pooling and Servicing Agreement is set forth below,
this Certificate does not purport to summarize the Pooling and Servicing
Agreement and reference is made to the Pooling and Servicing Agreement for
information with respect to the interests, rights, benefits, obligations,
proceeds and duties evidenced hereby and the rights, duties and obligations of
the Trustee. A copy of the Pooling and Servicing Agreement (without schedules)
may be requested from the Trustee by writing to the Trustee at 000 Xxxx 00xx
Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Corporate Trust Department. To
the extent not defined herein, the capitalized terms used herein have the
meanings ascribed to them in the Pooling and Servicing Agreement.

The Seller has entered into the Pooling and Servicing
Agreement and the Series 1996-2 Certificates have been (or will be) issued with
the intention that the Series 1996-2 Certificates will qualify under applicable
tax law as indebtedness of FCAR secured by the Receivables. The Seller, each
Beneficiary and each Certificateholder and Certificate Owner, by the acceptance
of its Certificate or Book-Entry Certificate, as applicable, agrees to treat
the Series 1996-2 Certificates as indebtedness of FCAR secured by the
Receivables for Federal income taxes, state and local income, single business
and franchise taxes and any other taxes imposed on or measured by income.

On each Distribution Date, the Trustee shall distribute to
each Series 1996-2 Certificateholder of record at the close of business [on the
day preceding such Distribution Date](1) [the last day of the month preceding
the month in which such Distribution Date occurs](2) (each a "Record Date") such
Certificateholder's pro rata share (based on the aggregate fractional undivided
interest represented by the Series 1996-2 Certificates held by such
Certificateholder, except as otherwise provided in the Pooling and Servicing
Agreement) of such amounts

-------------------
(1) Applicable to Book-Entry Certificates.

(2) Applicable to Definitive Certificates.

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50

on deposit in the Collection Account or the Series 1996-2 Accounts as are
payable in respect of the Series 1996-2 Certificates pursuant to the Pooling
and Servicing Agreement. Distributions with respect to this Certificate will
be made by the Trustee by check mailed to the address of the Certificateholder
of record appearing in the Certificate Register without the presentation or
surrender of this Certificate or the making of any notation thereon (except for
the final distribution in respect of this Certificate) except that with respect
to Series 1996-2 Certificates registered in the name of a Depository, including
Cede & Co., the nominee for The Depository Trust Company, distributions will be
made in immediately available funds. Final payment of this Certificate will be
made only upon presentation and surrender of this Certificate at the office or
agency specified in the notice of final distribution delivered by the Trustee
to the Certificateholder in accordance with the Pooling and Servicing
Agreement.

On the Distribution Date occurring after the Invested Amount
is reduced to 10% of the original principal amount of the Certificates or less,
the Seller has the option, subject to the condition set forth in Section
7.01(c) of the Series Supplement, to purchase the entire Series 1996-2
Certificateholders' Interest in the Trust. The purchase price will be equal to
the Reassignment Amount (as defined in the Series Supplement).

This Certificate does not represent an obligation of, or an
interest in, Ford Motor Company, the Seller, the Servicer, or any affiliate of
any of them and is not insured or guaranteed by any governmental agency or
instrumentality. This Certificate is limited in right of payment to certain
Collections with respect to the Receivables (and certain other amounts), all as
more specifically set forth herein and in the Pooling and Servicing Agreement.

The Pooling and Servicing Agreement may be amended from time
to time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Trustee, without the consent
of any of the Series 1996-2 Certificateholders, so long as any such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of the Certificateholders of any outstanding
Series. The Trustee may, but shall not be obligated to, enter into any such
amendment which affects the Trustee's rights, duties or immunities under the
Pooling and Servicing Agreement or otherwise. Notwithstanding anything
contained therein to the contrary, the Trustee, with the consent of any
Enhancement Providers, may at any time and from time to time amend, modify or
supplement the form of Distribution Date Statement.

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51

The Pooling and Servicing Agreement may also be amended from
time to time (including in connection with the issuance of a Supplemental
Certificate) by the Servicer, the Seller and the Trustee with the consent of
the Holders of Investor Certificates evidencing not less than 66-2/3% of the
aggregate unpaid principal amount of the certificates of the Investor
Certificates of all adversely affected Series, for the purpose of adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of
the Investor Certificateholders; provided, however, that no such amendment to
the Pooling and Servicing Agreement shall (i) reduce in any manner the amount
of or delay the timing of distributions to be made to Investor
Certificateholders or deposits of amounts to be so distributed without the
consent of each such affected Investor Certificateholder; (ii) change the
definition or the manner of calculating any certificateholders' interest
without the consent of each affected Investor Certificateholder; (iii) reduce
the amount available under any Enhancement without the consent of each affected
Investor Certificateholder; (iv) adversely affect the rating of any Series or
class by each Rating Agency without the consent of the holders of certificates
of such Series or class evidencing not less than 66-2/3% of the aggregate
unpaid principal amount of the Investor Certificates of such Series or Class;
or (v) reduce the aforesaid percentage required to consent to any such
amendment without the consent of all Investor Certificateholders. The Pooling
and Servicing Agreement may not be amended in any manner which adversely
affects the interests of any Enhancement Provider without its prior consent.

As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, the transfer of this Certificate is
registrable in the Certificate Register of the Trustee upon surrender of this
Certificate for registration of transfer at the office or agency maintained by
the Trustee in New York, New York, accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by the Holder hereof
or such Holder's attorney duly authorized, and thereupon one or more new Series
1996-2 Certificates of authorized denominations evidencing the same aggregate
fractional undivided interest will be issued to the designated transferee or
transferees.

The Certificates are issuable only as registered Certificates
without coupons in denominations specified in the Agreement.

As provided in the Pooling and Servicing Agreement and subject
to certain limitations therein set forth, Series 1996-2 Certificates are
exchangeable for new Series 1996-2 Certificates

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evidencing like aggregate fractional undivided interests as requested by the
Certificateholder surrendering such Certificates. No service charge may be
imposed for any such exchange but the Trustee may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection therewith.

The Servicer, the Trustee, the Transfer Agent and Registrar
and any agent of any of them, may treat the person in whose name this
Certificate is registered as the owner hereof for all purposes, and neither the
Servicer nor the Trustee, the Transfer Agent and Registrar, nor any agent of
any of them, shall be affected by notice to the contrary except in certain
circumstances described in the Pooling and Servicing Agreement.

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53

ASSIGNMENT

Social Security or other identifying number of assignee

________________________________________

FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________________________________________________
(name and address of assignee)

the within certificate and all rights thereunder, and hereby irrevocably
constitutes and appoints _________________________, attorney, to transfer said
certificate on the books kept for registration thereof, with full power of
substitution in the premises.

Dated: ____________ _____________________________*

Signature Guaranteed:

______________________________

---------------

(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the reverse of the within Certificate in
every particular, without alteration, enlargement or any change whatsoever.

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EXHIBIT B-1

DISTRIBUTION DATE STATEMENT

(a) The aggregate amount of collections, the aggregate amount of
Interest Collections and the aggregate amount of Principal Collections
processed during the immediately preceding Collection Period;

(b) The Floating Allocation Percentage and the Principal Allocation
Percentage for such Collection Period;

(d) The amount of such distribution allocable to principal on the
Series 1996-2 Certificates;

(e) The amount of such distribution allocable to interest on the
1994-1 Certificates;

(f) The Investor Default Amount for such Distribution Date;

(g) The Required Subordination Draw Amount, if any, for the preceding
Collection Period;

(h) The amount of the Investor Charge-Offs and the amounts of
reimbursements thereof for the preceding Collection Period;

(i) The amount of the Monthly Servicing Fee for the preceding
Collection Period;

(j) The Invested Amount, the Excess Funding Amount and the
outstanding principal balance of the Series 1996-2 Certificates for such
distribution (after giving effect to all distributions which will occur on such
Distribution Date);

(k) The "pool factor" for the Series 1996-2 Certificates as of the
Determination Date with respect to such Distribution Date (consisting of an
eight-digit decimal expressing the Invested Amount as of such Determination
Date (determined after taking into account any reduction in the Invested Amount
which will occur on such Distribution Date) as a proportion of the Initial
Invested Amount);

(l) The Available Subordinated Amount for such Determination Date;

(m) The Reserve Fund balance for such date;

(n) The Collection Account balance with respect to such date; and

(o) A list of the Accounts that are in "Status".

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EXHIBIT B-2

DISTRIBUTION DATE STATEMENT

(a) The aggregate amount of collections, the aggregate amount of
Interest Collections and the aggregate amount of Principal Collections
processed during the immediately preceding Collection Period;

(b) The Floating Allocation Percentage and the Principal Allocation
Percentage for such Collection Period;

(d) The amount of such distribution allocable to principal on the
Series 1996-2 Certificates;

(e) The amount of such distribution allocable to interest on the
1994-1 Certificates;

(f) The Investor Default Amount for such Distribution Date;

(g) The Required Subordination Draw Amount, if any, for the preceding
Collection Period;

(h) The amount of the Investor Charge-Offs and the amounts of
reimbursements thereof for the preceding Collection Period;

(i) The amount of the Monthly Servicing Fee for the preceding
Collection Period;

(l) The Available Subordinated Amount for such Determination Date;

(m) The Reserve Fund balance for such date; and

(n) The Collection Account balance with respect to such date.

SCHEDULE 1

Name of Series Depository Institution
1996-2 Account and Account No.
-------------- ----------------------
Interest Funding Account

Principal Funding Account

Excess Funding Account

Reserve Fund

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Table of Contents

FORD CREDIT AUTO RECEIVABLES CORPORATION Seller FORD MOTOR CREDIT COMPANY Servicer and CHEMICAL BANK Trustee SERIES 1996-2 SUPPLEMENT Dated as of December 31, 1995 to

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