<PAGE> 1


          CERTIFICATE PURCHASE AGREEMENT dated February 28, 1997
(this "Agreement") among FEDERAL-MOGUL FUNDING CORPORATION, a
Michigan corporation, as Seller (the "Seller"), FALCON ASSET
SECURITIZATION CORPORATION, Delaware corporation ("Falcon"), THE
FINANCIAL INSTITUTIONS LISTED FROM TIME TO TIME ON THE SIGNATURE
PAGES HERETO AS LIQUIDITY PROVIDERS (individually, a "Liquidity
Provider" and collectively, the "Liquidity Providers"), and THE
FIRST NATIONAL BANK OF CHICAGO, as agent (the "Program Agent")
for Falcon and the Liquidity Providers.

                     W I T N E S S E T H:

          WHEREAS, the Federal-Mogul Trade Receivables Master
Trust may issue the Series 1997-1 Certificates (as hereinafter
defined) at the direction of the Seller;

          WHEREAS, subject to the terms and conditions of this
Agreement and of the Series 1997-1 Supplement, the Seller may
sell the Class A Certificates to the Program Agent for the
benefit of Falcon and/or the Liquidity Providers (Falcon and the
Liquidity Providers, each a "Purchaser" and collectively, the
"Purchasers");

          WHEREAS, subject to the terms and conditions of this
Agreement, Falcon may and the Liquidity Providers shall fund from
time to time Increases in the Class A Invested Amount; and

          WHEREAS, the Class A Certificates will be held by the
Program Agent for the benefit of the applicable Purchaser(s);

          NOW THEREFORE, in consideration of the premises and the
mutual covenants herein contained, the parties hereto hereby
agree as follows:


<PAGE> 2

                            ARTICLE I 
                           DEFINITIONS

          SECTION 1.01.  Defined Terms.  As used in this
Agreement, terms defined in the foregoing paragraphs shall have
their defined meanings when used herein and the following terms
shall have the following meanings:

          "Acquisition Amount" means, on the date of any purchase
from Falcon of Class A Certificates Interests pursuant to Section
2.07, (i) with respect to each Liquidity Provider other than
First Chicago, the lesser of (a) such Liquidity Providers's
Liquidity Provider Commitment Percentage of the Falcon Transfer
Price and (b) such Liquidity Provider's unused Liquidity Provider
Commitment and (ii) with respect to First Chicago, the difference
between (a) the Falcon Transfer Price and (b) the aggregate
amount payable by all other Liquidity Providers on such date
pursuant to clause (i) above.

          "Adjusted Liquidity Price" means, in determining the
Falcon Transfer Price for any Class A Certificate Interest, an
amount equal to 

                      PI x (i)DC + (ii) NDR
                                        ARD

where:

     PI     =     the undivided percentage interest in the Trust 
                  Assets evidenced by such Class A Certificate
                  Interest.

     DC     =     the Deemed Collections.

     NDR     =    the outstanding balance of all Receivables that
                  are not Defaulted Receivables.

     ARD     =    1 + (.50 x Aggregate Reserves)

     Each of the foregoing shall be determined from the most
     recent Distribution Date Statement received from the
     Trustee.

          "Affected Liquidity Provider" shall have the meaning
assigned to such term in Section 6.01(c).

          "Affected Person" shall have the meaning assigned to
such term in Section 3.02.

          "Affiliate" means any Person directly or indirectly


<PAGE> 3

controlling, controlled by, or under direct or indirect common
control with, another Person or any subsidiary of such other
Person.  A Person shall be deemed to control another Person if
the controlling Person owns 10% or more of any class of voting
securities of the controlled Person or possesses, directly or
indirectly, the power to direct or cause the direction of the
management or policies of the controlled Person, whether through
ownership of stock, by contract or otherwise.

          "Aggregate Unpaids" means, at any time, an amount equal
to the sum of all accrued and unpaid Class A Monthly Interest,
Class A Additional Interest, Class A Invested Amount, and all
amounts (whether owed or accrued) hereunder, under the Series
1997-1 Supplement or under the Fee Letter to the Program Agent
and the Purchasers at such time.

          "Assignment and Acceptance" shall mean an assignment
and acceptance in substantially the form of Exhibit A pursuant to
which a Liquidity Provider assigns all or a portion of its rights
and obligations under this Agreement in accordance with the terms
of Section 6.01.

          "Base Rate" means, (i) prior to the occurrence of a
Servicer Default, a rate per annum equal to the corporate base
rate, prime rate or base rate of interest, as applicable,
announced by the Reference Bank from time to time, changing when
and as such rate changes, and (ii) at all times after the
occurrence of an Early Amortization Event, such rate plus 2.00%
per annum.

          "Class A Certificate Interest" shall mean each
undivided percentage interest in the Class A Certificates
acquired by Falcon or any Liquidity Provider in connection with
the Purchase or any Increase in the Class A Invested Amount.

          "Class A Certificateholder" shall mean the Program
Agent.

          "Closing Date" shall mean February 28, 1997.

          "Commercial Paper" means promissory notes of Falcon
issued by Falcon in the commercial paper market.

          "CP Rate" means, the rate, requested by the Seller and
agreed to by Falcon, equivalent to the rate (or if more than one
rate, the weighted average of the rates) at which Commercial
Paper having a term equal to the relevant Tranche Period may be
sold by any placement agent or commercial paper dealer reasonably
selected by Falcon, as agreed between each such dealer or agent
and Falcon plus any and all applicable issuing and paying agent


<PAGE> 4

fees and commissions of placement agents and commercial paper
dealers in respect of such Commercial Paper; provided, however,
that if the rate (or rates) as agreed between any such agent or
dealer and Falcon is a discount rate (or rates), the "CP Rate"
for such Tranche Period shall be the rate (or if more than one
rate, the weighted average of the rates) resulting from Falcon's
converting such discount rate (or rates) to an interest-bearing
equivalent rate per annum.

          "Deemed Collections" means, in connection with the
transfer by Falcon of one or more Class A Certificate Interests
to the Liquidity Providers pursuant to Section 2.07 hereof, the
aggregate of all amounts owing to the Program Agent on behalf of
Falcon pursuant to Sections 2.03, 2.04(c), 3.03(c) and 3.09 of
the Pooling and Servicing Agreement and Section 8.01 hereof
relating to the Class A Certificate Interests which are the
subject of such transfer.

          "Defaulting Liquidity Provider" shall have the meaning
assigned to such term in Section 2.11.

          "Discount" means, for each Class A Certificate Interest
for any Tranche Period:

                         DR x C X  AD 
                                   360

          where:

          DR    =          the Discount Rate for such Class A 
                           Certificate Interest for such Tranche
                           Period;

          C     =          the Class A Invested Amount of such
                           Class A Certificate Interest during
                           such Tranche Period; and

          AD    =          the actual number of days elapsed
                           during such Tranche Period;

provided that no provision of this Agreement shall require the
payment or permit the collection of Discount in excess of the
maximum rate permitted by applicable law; and provided, further,
that Discount for any Tranche Period shall not be considered paid
by any distribution to the extent that at any time all or a
portion of such distribution is rescinded or must otherwise be
returned for any reason.

          "Discount Rate" means the LIBO Rate, the CP Rate or the
Base Rate, as applicable.


<PAGE> 5

          "Extension Term" shall have the meaning assigned to
such term in Section 2.12.

          "Falcon" shall mean Falcon Asset Securitization
Corporation and its successors and assigns, but shall not include
the Liquidity Providers as assignees under Section 2.07.

          "Falcon Residual" shall mean the sum of the Falcon
Transfer Price Reductions.

          "Falcon Transfer Price" means, with respect to the
assignment by Falcon of one or more Class A Certificate Interests
to the Liquidity Providers, the sum of (i) the lesser of (a) the
Class A Invested Amount allocated to each Class A Certificate
Interest and (b) the Adjusted Liquidity Price of each Class A
Certificate Interest and (ii) all accrued and unpaid Discount for
such Class A Certificate Interest(s).

          "Falcon Transfer Price Deficit" shall have the meaning
assigned to such term in Section 2.11.

          "Falcon Transfer Price Reduction" shall mean in connection
with the assignment of a Class A Certificate Interest by
Falcon to the Liquidity Providers, the positive difference
between (i) the Class A Invested Amount allocated to such Class A
Certificate Interest and (ii) the Adjusted Liquidity Price for
such Class A Certificate Interest.

          "Federal Funds Effective Rate" shall mean, for any
period, a fluctuating interest rate per annum equal for each day
during such period equal to (a) the weighted average of the rates
on overnight federal funds transactions with members of the
Federal Reserve System arranged by federal funds brokers, as
published for such day (or, if such day is not a Business Day,
for the preceding Business Day) by the Federal Reserve Bank of
New York in the Composite Closing Quotations for U.S. Government
Securities; or (b) if such rate is not so published for any day
which is a Business Day, the average of the quotations at
approximately 10:30 a.m. (Chicago time) for such day on such
transactions received by the Reference Bank from three federal
funds brokers of recognized standing selected by it.

          "Federal-Mogul" shall mean Federal-Mogul Corporation, a
Michigan corporation, and its successors in interest to the
extent permitted hereunder, as amended, modified or supplemented
and in effect from time to time.

          "Fee Letter" shall mean the letter agreement dated the
date hereof by and between the Program Agent and the Seller.


<PAGE> 6

          "First Chicago" means The First National Bank of
Chicago in its individual capacity and its successors.

          "First Chicago Roles" shall have the meaning assigned
to such term in Section 5.07.

          "Indemnified Amounts" shall have the meaning assigned
to such term in Section 8.01.

          "Indemnified Party" shall have the meaning assigned to
such term in Section 8.01.

          "Initial Term" shall mean, with respect to each
Liquidity Provider Commitment, the period which commences on the
date such Liquidity Provider enters into this Agreement and ends
on the date which is 364 days from the date of this Agreement.

          "LIBO Rate" means the rate per annum equal to the sum
of (i) (a) the rate at which deposits in U.S. Dollars are offered
by the Reference Bank to first-class banks in the London
interbank market at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of the relevant Tranche
Period, such deposits being in the approximate amount of the
Class A Invested Amount of the Class A Certificate Interest to be
funded or maintained plus (ii) 0.75% per annum.  The LIBO Rate
shall be rounded, if necessary, to the next higher 1/16 of 1%.

          "Liquidity Provider Commitment" shall mean, as to any
Liquidity Provider, the obligation of such Liquidity Provider to
(i) make the Purchase pursuant to Section 2.01, (ii) purchase the
Class A Certificate Interests of Falcon pursuant to Section 2.07
and (iii) fund Increases in the Class A Invested Amount, in each
instance up to the amount set forth opposite such Liquidity
Provider's name on the signature pages hereto, subject to Section
2.02, or as otherwise set forth in an Assignment and Acceptance
in connection with an assignment from a Liquidity Provider of its
obligations hereunder in accordance with the terms of Section
6.01, as such amount may be reduced from time to time pursuant to
Section 2.04.

          "Liquidity Provider Commitment Percentage" shall mean,
on any day and as to any Liquidity Provider, a fraction, the
numerator of which is such Liquidity Provider's Liquidity
Provider Commitment and the denominator of which is the Class A
Purchase Limit on such day, as such percentage may be modified by
assignments made from time to time pursuant to Section 6.01.

          "Liquidity Providers" shall mean the banks and
financial institutions party hereto from time to time as


<PAGE> 7

"Liquidity Providers" hereunder, as their names appear on the
signature pages hereto under the heading "Liquidity Providers" or
as otherwise set forth in an Assignment and Acceptance in
connection with an assignment from a Liquidity Provider of its
rights and obligations hereunder in accordance with the terms of
Section 6.01.

          "Majority of Class A Certificate Interests" shall mean
the Program Agent and holders of Class A Certificate Interests
evidencing 66 2/3% or more of the aggregate Class A Certificate
Interests; provided that, solely for purposes of this
computation, (i) Liquidity Providers shall be deemed to hold
Class A Certificate Interests equal to their respective Liquidity
Provider Commitment Percentages of such aggregate Class A
Certificate Interests, whether or not they have made the Purchase
or funded any Increases, and (ii) Falcon's Class A Certificate
Interest will be reduced by the amount set forth in clause (i).

          "Non-Defaulting Liquidity Provider" shall have the
meaning assigned to such term in Section 2.11.

          "Obligations" shall mean all obligations of the Seller,
the Servicer or Federal-Mogul to the Trustee, the Trust, the
Program Agent, any Purchaser, any Enhancement Provider, the other
Indemnified Parties and their respective successors, permitted
transferees and assigns, arising under or in connection with the
Transaction Documents, howsoever created, arising or evidenced,
whether direct or indirect, absolute or contingent, now or hereafter
existing, or due or to become due.

          "Person" means an individual, partnership, limited
liability company, corporation (including a business trust),
joint stock company, trust, unincorporated association, joint
venture or other entity, or a government or any political
subdivision or agency thereof.

          "Pooling and Servicing Agreement" shall mean the
Amended and Restated Pooling and Servicing Agreement, dated as of
February 1, 1997, among the Seller, as seller, the Servicer and
the Trustee, as amended, supplemented or otherwise modified from
time to time.

          "Purchase" shall mean the purchase of the Class A
Certificates on the Purchase Date, whether by Falcon or the
Liquidity Providers.

          "Purchase Date" shall mean the Closing Date.

          "Purchase Notice" shall have the meaning set forth in
Section 2.05.


<PAGE> 8

          "Purchase Price" shall mean the price specified in the
notice from the Seller (substantially in the form of Exhibit B) 
delivered pursuant to Section 2.05.

          "Purchaser" shall have the meaning assigned to such
term in the second recital hereof.

          "Purchasing Liquidity Provider" shall have the meaning
assigned to such term in Section 6.01(b).

          "Reduction Percentage" shall mean, for any Class A
Certificate Interest acquired by the Liquidity Providers from
Falcon for less than the Class A Invested Amount allocated to
such Class A Certificate Interest, a percentage equal to (i) one,
minus (ii) a fraction the numerator of which is the Falcon
Transfer Price Reduction for such Class A Certificate Interest
and the denominator of which is the Class A Invested Amount
allocated to such Class A Certificate Interest.

          "Reference Bank" means NBD Bank or such other bank as
the Program Agent shall designate with the consent of the Seller.

          "Required Notice Date" shall mean, with respect to the
date of the funding of any Increase, by 11:00 a.m. (Chicago time)
(i) at least three Business Days prior to such date if the LIBO
Rate is being requested as the Discount Rate relating to such
Increase, (ii) at least three Business Days prior to such date if
the CP Rate is being requested as the Discount Rate relating to
such Increase and (iii) at least one Business Day prior to such
date if the Base Rate is being requested as the Discount Rate
relating to such Increase.

          "Series 1997-1 Supplement" shall mean the Series 1997-1
Supplement to the Pooling and Servicing Agreement, dated as of
February 1, 1997, among the Seller, the Servicer and the Trustee.

          "Servicer Default" shall mean one of the events set
forth in Section 10.01 of the Pooling and Servicing Agreement.

          "Taxes" shall have the meaning set forth in Section
3.03.

          "Term" shall mean, with respect to each Liquidity
Provider Commitment, the Initial Term and each Extension Term as
provided in Section 2.12.

          "Termination Date" shall be the last day of the Term.

          "Tranche Period" means, with respect to any Class A
Certificate Interest:


<PAGE> 9

          (a)  if Discount for such Class A Certificate Interest
is calculated with respect to the CP Rate, a period of days not
to exceed 270 days commencing on a Business Day requested by the
Seller and agreed to by Falcon;

          (b) if Discount for such Class A Certificate Interest
is calculated on the basis of the LIBO Rate, a period of one, two
or three months, or such other period as may be mutually
agreeable to the Program Agent and the Seller, commencing on a
Business Day selected by the Seller or the Program Agent pursuant
to this Agreement.  Such Tranche Period shall end on the day in
the applicable succeeding calendar month which corresponds
numerically to the beginning day of such Tranche Period,
provided, however, that if there is no such numerically
corresponding day in such succeeding month, such Tranche Period
shall end on the last Business Day of such succeeding month; and

          (c)  if Discount for such Class A Certificate Interest
is calculated on the basis of the Base Rate, a period of 30 days
commencing on a Business Day selected by the Seller.

If any Tranche Period would end on a day which is not a Business
Day, such Tranche Period shall end on the next succeeding
Business Day, provided, however, that in the case of Tranche 
Periods corresponding to the LIBO Rate, if such next succeeding
Business Day falls in a new month, such Tranche Period shall end
on the immediately preceding Business Day.  In the case of any
Tranche Period for any Class A Certificate Interest which
commences before the last day of the Revolving Period and would
otherwise end on a date occurring after the last day of the
Revolving Period, such Tranche Period shall end on the last day
of the Revolving Period.  The duration of each Tranche Period
which commences after the last day of the Revolving Period shall
be of such duration as selected by the Program Agent.

          "Transaction Documents" means, collectively, this
Agreement all other instruments, documents and agreements
executed and delivered by the Seller in connection herewith, the
Fee Letter, the Pooling and Servicing Agreement, the Series 1997-1
Supplement, the Class A Certificates and the Receivable
Purchase Agreement.

          "Withholding Tax" shall have the meaning assigned to
such term in Section 9.16.

          SECTION 1.02.  Other Definitional Provisions.  (a)  All
capitalized terms not otherwise defined herein are defined in the
Pooling and Servicing Agreement and the Series 1997-1 Supplement.

          (b)  As used herein, in the Class A Certificates and in


<PAGE> 10

any certificate or other document made or delivered pursuant
hereto, accounting terms not defined in Section 1.01 and
accounting terms partly defined in Section 1.01 to the extent not
defined, shall have the respective meanings given to them under
generally accepted accounting principles as in effect in the
United States from time to time.

          (c)  The words "hereof", "herein" and "hereunder" and
words of similar import when used in this Agreement shall refer
to this Agreement as a whole and not to any particular provision
of this Agreement, and Section, subsection, Schedule and Exhibit
references are to this Agreement unless otherwise specified.

          (d)  The meanings given to terms defined herein shall
be equally applicable to both the singular and plural forms of
such terms.


<PAGE> 11

                            ARTICLE II

                      THE PURCHASE; INCREASES

          SECTION 2.01.  The Purchase.  (a)  Falcon may, in its
sole discretion, make the Purchase.  Falcon's election to make
the Purchase is subject to the satisfaction of the conditions
precedent set forth in Section 4.01.

          (b)  If Falcon shall elect not to make the Purchase on
the Purchase Date, the Liquidity Providers shall, subject to the
satisfaction of the conditions precedent set forth in Section
4.01, make the Purchase.  Each Liquidity Provider shall make the
Purchase in an amount equal to its Liquidity Provider Commitment
Percentage of the Purchase Price.

          (c)  Under no circumstances shall Falcon or the
Liquidity Providers make the Purchase if, as a result thereof,
the Class A Invested Amount would exceed the Class A Purchase
Limit or, in the case of a Liquidity Provider, if such Liquidity
Provider's Liquidity Provider Commitment Percentage of the
Purchase Price would exceed such Liquidity Provider's Liquidity
Provider Commitment.

          SECTION 2.02.  Increases.  (a)  Falcon may, in its sole
discretion, from time to time during the period from the date of
this Agreement to the last day of the Revolving Period, upon the
request of the Seller and subject to the satisfaction of the
conditions precedent set forth in Section 4.01, fund Increases,
and, upon so funding an Increase, shall acquire Class A
Certificate Interests representing a portion of the Class A
Invested Amount equal to the amount of such Increase.

          (b)  If Falcon elects not to fund a requested Increase,
each Liquidity Provider shall, upon the request of the Seller and
subject to the satisfaction of the conditions precedent set forth
in Section 4.01, fund such Increase in an amount equal to its
Liquidity Provider Commitment Percentage of the amount of such
requested Increase.  All Increases funded by the Liquidity
Providers shall be at the LIBO Rate and shall be made on a pro
rata basis in accordance with the Liquidity Provider Commitments.

          (c)  Under no circumstances shall Falcon or any
Liquidity Provider fund any Increase to the extent that, after
giving effect to such Increase and the other Increases to be
funded by the other Liquidity Providers concurrently therewith,
(i) the Class A Invested Amount would exceed the Class A Purchase
Limit or (ii) with respect to any Liquidity Provider, the funding
of such Increase would exceed its Liquidity Provider Commitment.


<PAGE> 12

          SECTION 2.03.  Class A Certificates.  On the Purchase
Date, on each date an Increase in the Class A Invested Amount is
funded hereunder and on each date the Class A Invested Amount is
reduced, a duly authorized agent of the Program Agent shall make
appropriate notations in its books and records of the Purchase
Price, the amount of such Increase and the amount of such reduction,
as applicable.  Each of the Servicer, the Seller and the
Trustee hereby authorizes each duly authorized agent of the
Program Agent to make such notations on the books and records as
aforesaid and every such notation made in accordance with the
foregoing authority shall be prima facie evidence of the accuracy
of the information so recorded and shall be binding on the Seller
and the Trustee absent manifest error.  All Increases in the
Class A Invested Amount shall be subject to reduction in
accordance with the provisions of this Agreement and the Series
1997-1 Supplement.

          SECTION 2.04.  Reductions to the Class A Purchase
Limit.  The Seller may, from time to time, upon at least 30 days'
prior written notice to the Program Agent, elect to reduce the
Class A Purchase Limit by an amount up to the difference between
the Class A Purchase Limit at such time and the Class A Invested
Amount at such time; provided that such partial reduction in the
Class A Purchase Limit shall be in a minimum amount equal to
$2,000,000 and integral multiples of $1,000,000 in excess of such
minimum.  Any such reduction shall be permanent and shall reduce
the Liquidity Provider Commitments of the Liquidity Providers
hereunder ratably in accordance with the Liquidity Provider
Commitment Percentages.

          SECTION 2.05. Procedures for Making the Purchase and
Increases.  (a)  Notice of the Purchase and Increases.  The
Purchase and each Increase shall occur on a Business Day and
shall be made or funded on notice (the "Purchase Notice") from
the Seller (substantially in the form of Exhibit B, in the case
of the Purchase, or Exhibit C, in the case of an Increase) to the
Program Agent received by the Program Agent not later than 12:00
noon (New York City time) on, in the case of the Purchase, the
first Business Day immediately preceding the Purchase Date or, in
the case of an Increase, on the Required Notice Date (with a copy
provided to the Trustee).  Each notice shall, except as set forth
below, be irrevocable and specify the Purchase Price, the amount
of the Increase (in each case, not to be less than $2,000,000 and
integral multiples of $1,000,000 in excess of such minimum), the
Purchase Date or date of the Increase, the initial Tranche Period
and the initial Discount Rate related thereto.  The Program Agent
shall promptly notify, and in any event on or prior to 10:00
a.m., Chicago time, on the date of the funding of the Purchase or
any Increase, the Seller and each Liquidity Provider if Falcon
elects in its discretion not to make the Purchase or fund an


<PAGE> 13

Increase.  If Falcon declines to make a proposed Purchase or fund
an Increase, the Seller may cancel the Purchase Notice or the
Purchase or Increase will be made by the Liquidity Providers.

          (b)  Delivery of the Class A Certificates.  On the
Purchase Date, the Seller will deliver to the Program Agent, on
behalf of the Purchaser(s), one Class A Certificate, dated the
Purchase Date, registered in the name of the Program Agent and
duly authenticated in accordance with the provisions of the
Pooling and Servicing Agreement against delivery by the Program
Agent, on behalf of the Purchaser(s), to the Seller of the
Purchase Price.

          (c)  Funding of the Purchase and Increases.  On the
Purchase Date and any date on which an Increase is funded, Falcon
or the Liquidity Providers, as applicable, shall, upon
satisfaction of the applicable conditions set forth in Article
IV, deposit, the Purchase Price or amount of the Increase (in the
case of Falcon) or its Liquidity Provider Commitment Percentage
of the Purchase Price or of the Increase (in the case of each
Liquidity Provider) in immediately available funds in the
following Accounts: in the case of the Purchase, deposit of the
Purchase Price to the Escrow Account, held by The Chase Manhattan
Bank, as escrow agent, account number 507-871731 and identified
as the "Federal-Mogul Trade Receivables Master Trust, Series
1992-1 and Series 1993-1 Escrow Account"; if Falcon is funding an
Increase, a deposit shall be made to an account of the Seller at
Bank of America, account number 73-63613; if the Liquidity
Providers are funding an Increase, a deposit shall be made to the
FMSD Clearing Account, number 7521-7683, at The First National
Bank of Chicago.  The Program Agent to use its best efforts to
cause such deposits to be made by not later than 12:00 noon
(Chicago time).

     Section 2.06.   Selection of Tranche Periods and Discount
Rates.  (a)  Each Class A Certificate Interest shall at all times
have an associated amount of Class A Invested Amount, a Discount
Rate and Tranche Period applicable to it.  Not less than
$2,000,000 of Invested Amount may be allocated to any single
Class A Certificate Interest.  The Seller shall request Discount
Rates and Tranche Periods for the Class A Certificate Interests. 
The Seller may select the CP Rate, with the concurrence of the
Program Agent, or the Base Rate for the Class A Certificate
Interests of Falcon and the LIBO Rate or the Base Rate for the
Class A Certificate Interests of the Liquidity Providers.  The
Seller shall by 11:00 a.m. (Chicago time), (i) at least three
Business Days prior to the expiration of any then existing
Tranche Period with respect to which the LIBO Rate is being
requested as a new Discount Rate, (ii) at least three Business
Days prior to the expiration of any then existing Tranche Period


<PAGE> 14

with respect to which the CP Rate is being requested as a new
Discount Rate and (iii) at least one Business Day prior to the
expiration of any Tranche Period with respect to which the Base
Rate is being requested as a new Discount Rate, give the Program
Agent irrevocable notice of the new Tranche Period and Discount
Rate for the Receivable Interest associated with such expiring
Tranche Period.

          (b)  If any Liquidity Provider notifies the Program
Agent that it has determined that funding its Liquidity Provider
Commitment Percentage of the Class A Certificate Interests of the
Liquidity Providers at a LIBO Rate would violate any applicable
law, rule, regulation, or directive, whether or not having the
force of law, or that (i) deposits of a type and maturity
appropriate to match fund its Class A Certificate Interests at
such LIBO Rate are not available or (ii) such LIBO Rate does not
accurately reflect the cost of acquiring or maintaining Class A
Certificate Interests at such LIBO Rate, then the Program Agent
shall suspend the availability of such LIBO Rate and require the
Seller to select a new Discount Rate for any Class A Certificate
Interest accruing Discount at such LIBO Rate.

          SECTION 2.07.  Assignments by Falcon to Liquidity Providers.
(a)  On any date during the Term (including, without
limitation, any date on which Falcon has elected in its
discretion not to fund an Increase hereunder pursuant to Section
2.02), Falcon may, in its own discretion, upon written notice
given to the Program Agent and the Seller, assign to the
Liquidity Providers (in accordance with their respective
Liquidity Provider Commitment Percentages) and the Liquidity
Providers shall purchase a portion of or all of the right and
title to and interest in the Class A Certificate Interests which
are then owned by Falcon.  Such assignment of Class A Certificate
Interests shall be made upon receipt of consideration (in cash)
from the Liquidity Providers equal to the applicable Acquisition
Amount;  provided that no Liquidity Provider shall be required to
purchase any Class A Certificate Interest to the extent that,
after giving effect thereto, its Liquidity Provider Commitment
Percentage of the then outstanding Class A Invested Amount would
exceed its Liquidity Provider Commitment.

          (b)  Upon the assignment described in subsection (a)
above, (i) the applicable Class A Certificate Interests
previously owned by Falcon and so assigned shall become Class A
Certificate Interests owned by the Liquidity Providers and (ii)
the Program Agent shall, to the extent provided under the Series
1997-1 Supplement, pay to Falcon on the date of such assignment
if such assignment occurs on a Distribution Date, or on the next
succeeding Distribution Date, out of Collections available for
such payments as provided in the Series 1997-1 Supplement, (A) to


<PAGE> 15

the extent Falcon received the amount described in Section
2.05(c) above, all accrued and unpaid interest with respect to
the Class A Invested Amount related to the Class A Certificate
Interests so assigned and (B) any Breakage Costs.

          (c)  The assignment of Class A Certificate Interests
from Falcon to the Liquidity Providers pursuant to this Section
2.07 shall be without recourse or warranty, express or implied,
except that such Class A Certificate Interests are free and clear
of adverse claims created by or arising as a result of claims
against the Program Agent or Falcon.  Nothing in this Section
2.07 shall be deemed to limit any rights of Falcon under any
other provisions of this Agreement to assign its right, title to
and interest in and to any portion of the Class A Certificate
Interests owned by it.

     SECTION 2.08.  Transfer Price Reduction Discount.  If the
Adjusted Liquidity Price is included in the calculation of the
Falcon Transfer Price for any Class A Certificate Interest, each
Liquidity Provider agrees that the Program Agent shall pay to
Falcon the Reduction Percentage of any Discount received by the
Program Agent with respect to such Class A Certificate Interest.

     SECTION 2.09.  Payments to Falcon.  In consideration for the
reduction of the Falcon Transfer Prices by the Falcon Transfer
Price Reductions, effective only at such time as the aggregate
amount of the Class A Invested Amount allocated to the Class A
Certificate Interests of the Liquidity Providers equals the
Falcon Residual, each Liquidity Provider hereby agrees that the
Program Agent shall not distribute to the Liquidity Providers and
shall immediately remit to Falcon any Discount, Class A Monthly
Interest, Class A Additional Interest, Class A Monthly Principal
or other payments received by it to be applied pursuant to the
terms hereof or otherwise to reduce the Class A Invested Amount
allocated to the Class A Certificate Interests of the Liquidity
Providers.

     SECTION 2.10.  Limitation on Commitment to Purchase from
Falcon.  Notwithstanding anything to the contrary in this
Agreement, no Liquidity Provider shall have any obligation to
purchase any Class A Certificate Interest from Falcon, pursuant
to Section 2.07 hereof or otherwise, if:

          (a)  Falcon shall have voluntarily commenced any
proceeding or filed any petition under any bankruptcy, insolvency
or similar law seeking the dissolution, liquidation or
reorganization of Falcon or taken any corporate action for the
purpose of effectuating any of the foregoing; or

          (b)  involuntary proceedings or an involuntary petition


<PAGE> 16

shall have been commenced or filed against Falcon by any Person
under any bankruptcy, insolvency or similar law seeking the
dissolution, liquidation or reorganization of Falcon and such
proceeding or petition shall have not been dismissed.

     SECTION 2.11.  Defaulting Liquidity Providers.  If one or
more Liquidity Providers defaults in its obligation to pay its
Acquisition Amount pursuant to Section 2.07 (each such Liquidity
Provider shall be called a "Defaulting Liquidity Provider" and
the aggregate amount of such defaulted obligations being herein
called the "Falcon Transfer Price Deficit"), then upon notice
from the Program Agent, each Liquidity Provider other than the
Defaulting Liquidity Providers (a "Non-Defaulting Liquidity
Provider") shall promptly pay to the Program Agent, in
immediately available funds, an amount equal to the lesser of (x)
such Non-Defaulting Liquidity Provider's proportionate share
(based upon the relative Liquidity Provider commitments of the
Non-Defaulting Liquidity Providers) of the Falcon Transfer Price
Deficit and (y) the unused portion of such Non-Defaulting
Liquidity Provider's Commitment.  A Defaulting Liquidity Provider
shall forthwith upon demand pay to the Program Agent for the
account of the Non-Defaulting Liquidity Providers all amounts
paid by each Non-Defaulting Liquidity Provider on behalf of such
Defaulting Liquidity Provider, together with interest thereon,
for each day from the date a payment was made by a Non-Defaulting
Liquidity Provider until the date such Non-Defaulting Liquidity
Provider has been paid such amounts in full, at a rate per annum
equal to the Federal Funds Effective Rate plus 2%.  In addition,
without prejudice to any other rights that Falcon may have under
applicable law, each Defaulting Liquidity Provider shall pay to
Falcon forthwith upon demand, the difference between such
Defaulting Liquidity Provider's unpaid Acquisition Amount and the
amount paid with respect thereto by the Non-Defaulting Liquidity
Providers, together with interest thereon, for each day from the
date of the Program Agent's request for such Defaulting Liquidity
Provider's Acquisition Amount pursuant to Section 2.07 until the
date the requisite amount is paid to Falcon in full, at a rate
per annum equal to the Federal Funds Effective Rate plus 2%.

     SECTION 2.12.  Term.  The "Initial Term" of each Liquidity
Provider Commitment hereunder shall be for a period commencing on
the date such Liquidity Provider enters into this Agreement and
ending on the date that is 364 days after the date of this
Agreement.  Prior to the expiration of the Initial Term or any
Extension Term, the Program Agent may request an extension of
such Term (such extended period being an "Extension Term") and
each Liquidity Provider may, in its sole and absolute discretion,
extend its Liquidity Provider Commitment by delivering to the
Program Agent a written notice of such Liquidity Provider's
commitment to extend, provided, however, that any such extension


<PAGE> 17

shall be ineffective if an Early Amortization Event has occurred
and is continuing at the time of the proposed commencement of
such Extension Term.  Failure of a Liquidity Provider to deliver
a notice of such Liquidity Provider's intent to grant an
Extension Term shall be deemed to be an election by such
Liquidity Provider not to grant an Extension Term.  If less than
all of the Liquidity Providers have elected to grant an Extension
Term and the Program Agent has been unable (a) to replace any
Liquidity Provider which has declined to grant an Extension Term
or (b) to obtain the agreement of one or more Liquidity Providers
to assume the Liquidity Provider's Commitment Percentage who have
so declined to grant the Extension Term (such replacement or
assumption being subject to the Seller's review and approval,
which such approval shall not be unreasonably withheld), such
request for an Extension Term shall be deemed automatically
withdrawn and the Program Agent will so notify the Liquidity
Providers prior to the day on which the Term expires.


<PAGE> 18

                             ARTICLE III
                     FEES AND INTEREST PROTECTION

          SECTION 3.01.  Fees.  The Seller shall pay to the
Program Agent such fees for its own account and for the account
of Falcon and the Liquidity Providers in such amounts and at such
times as set forth in the Fee Letter.

          SECTION 3.02  Increased Costs and Reduced Returns. 
(a)  If any Liquidity Provider (each, an "Affected Person")
determines that compliance with any law or regulation or any
guideline or request from any central bank or other governmental
authority (whether or not having the force of law) affects or
would affect the amount of capital required or expected to be
maintained by such Affected Person and such Affected Person
determines that the amount of such capital is increased by or
based upon the existence of any commitment to make the Purchase
or fund Increases or otherwise to maintain its investment in the
Class A Certificates or Class A Certificate Interests, then, upon
demand by such Affected Person (with a copy to the Program Agent
and the Seller), the Seller shall immediately pay to the Program
Agent, for the account of such Affected Person (as a third party
beneficiary), additional amounts sufficient to compensate such
Affected Person, in light of the circumstances, for such increase
in capital.  A certificate as to such amounts submitted to the
Seller and the Program Agent by such Affected Person shall be
conclusive and binding for all purposes, absent manifest error.

          (b)  If, due to either (i) the introduction or any
change in or in the interpretation of any law or regulation or
(ii) compliance with any guideline or request from any central
bank or other governmental authority (whether or not having the
force of law), there shall be an increase in the cost to any
Liquidity Provider of any commitment to make the Purchase or to
fund Increases or otherwise to maintain the investment in the
Class A Certificates or Class A Certificate Interests, then, upon
demand by such Liquidity Provider (with a copy to the Program
Agent and the Seller), the Seller shall immediately pay to the
Program Agent, for the account of such Liquidity Provider (as a
third party beneficiary), additional amounts sufficient to
compensate such Liquidity Provider for such increase in cost.  A
certificate as to such amounts submitted to the Seller and the
Program Agent by such Affected Person, shall be conclusive and
binding for all purposes, absent manifest error.

          (c)  Each Liquidity Provider will promptly notify the
Seller and the Program Agent of any event of which it has
knowledge which is reasonably likely to entitle such Liquidity
Provider to compensation pursuant to this Section 3.02; provided,
however, that no failure to give or delay in giving such


<PAGE> 19

notification shall adversely affect the rights of any Liquidity
Provider to such compensation.

          SECTION 3.03.  Taxes.  (a)  Any and all payments and
deposits required to be made hereunder or under any other
Transaction Document by the Seller or the Trustee to or for the
benefit of Falcon or any Liquidity Provider shall be made free
and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or
withholdings, and all liabilities with respect thereto, excluding
taxes imposed on, or measured by reference to, the net income of,
franchise taxes imposed on, and taxes (other than withholding
taxes) imposed on the receipts or gross receipts that are imposed
on Falcon or such Liquidity Provider by any of (i) the United
States or any State thereof, (ii) the state jurisdiction under
the laws of which Falcon or such Liquidity Provider is organized
or in which it is otherwise doing business or (iii) any political
subdivision thereof (all such non-excluded taxes, levies,
imposts, deductions, charges, withholdings and liabilities being
hereinafter referred to as "Taxes").  If the Seller or the
Trustee shall be required by law to deduct any Taxes from or in
respect of any sum required to be paid or deposited hereunder or
under any instrument delivered hereunder to or for the benefit of
Falcon or any Liquidity Provider, (A) such sum shall be increased
as may be necessary so that after making all required deductions
(including deductions applicable to additional sums required to
be paid or deposited under this Section 3.03) the amount received
by Falcon or the relevant Liquidity Provider, or otherwise
deposited hereunder or under such instrument, shall be equal to
the sum which would have been so received or deposited had no
such deductions been made, (B) the Seller or the Trustee (as
appropriate) shall make such deductions and (C) the Seller or the
Trustee (as appropriate) shall pay the full amount of such
deductions to the relevant taxation authority or other authority
in accordance with applicable law.

          (b)  The Seller will indemnify Falcon and each
Liquidity Provider for the full amount of Taxes (including,
without limitation, any Taxes imposed by any jurisdiction on
amounts payable under this Section 3.03) paid by Falcon or such
Liquidity Provider and any liability (including penalties,
interest and expenses) arising therefrom or required to be paid
with respect thereto.  Falcon and each Liquidity Provider agrees
to promptly notify the Seller of any payment of Taxes made by it
and, if practicable, any request, demand or notice received in
respect thereof prior to such payment.  Falcon and each Liquidity
Provider shall be entitled to payment of this indemnification, as
owner of Class A Certificate Interests pursuant to the terms of
the Series 1997-1 Supplement, within 30 days from the date Falcon
or such Liquidity Provider makes written demand therefor to the


<PAGE> 20

Program Agent and the Seller.  A certificate as to the amount of
such indemnification submitted to the Seller and the Program
Agent by Falcon or such Liquidity Provider, setting forth the
calculation thereof, shall (absent manifest error) be conclusive
and binding for all purposes.

         (c)  Within 30 days after the date of any payment of
Taxes, the Seller or the Trustee (as the case may be) will
furnish to the Program Agent the original or a certified copy of
a receipt evidencing payment thereof.

          (d)  Notwithstanding the foregoing and any other
provisions of this Section 3.03, the obligations of the Trustee
under this Section 3.03 shall be payable only out of the Trust
Assets.

          (e)  Each Liquidity Provider that is organized under
the laws of a jurisdiction other than the United States or a
state thereof hereby agrees to complete, execute and deliver to
the Trustee from time to time prior to the initial Distribution
Date on which the Program Agent, acting on behalf of such
Liquidity Provider, will be entitled to receive distributions
pursuant to the Series 1997-1 Supplement and this Agreement,
Internal Revenue Service Forms 1001 or 4224 (or any successor
form), as applicable, or such other forms or certificates as may
be required under the laws of any applicable jurisdiction in
order to permit the Seller or the Trustee to make payments to,
and deposit funds to or for the account of, the Program Agent,
acting on behalf of such Liquidity Provider, hereunder and under
the other Transaction Documents without any deduction or
withholding for or on account of any tax or with such withholding
or deduction at a reduced rate.

          SECTION 3.04.  Sharing of Payments.  If Falcon or any
Liquidity Provider shall obtain any payment or other recovery
(whether voluntary, involuntary, by application of set-off or
otherwise) on account of any Obligation (other than pursuant to
Section 3.02 of this Agreement) which is in excess of its pro
rata share of the sum of payments then or theretofore obtained by
Falcon and the Liquidity Providers, Falcon or any such Liquidity
Provider shall purchase from the Liquidity Providers or Falcon,
as applicable, such participations in Obligations held by them as
shall be necessary to cause such purchaser to share the excess
payment or other recovery ratably with each of them; provided,
however, that if all or any portion of the excess payment or
other recovery is thereafter recovered from such purchasing
Liquidity Provider or Falcon, as the case may be, the purchase of
such participations shall be rescinded and the seller of such
participation shall repay to such purchaser the purchase price of
such participation to the ratable extent of such recovery


<PAGE> 21

together with an amount equal to such Liquidity Provider's or
Falcon's ratable share (according to the proportion of the amount
of such seller's required repayment to such purchaser to the
total amount so recovered from such purchaser) of any interest or
other amount payable by such purchaser in respect of the total
amount so recovered.


                          ARTICLE IV
     CONDITIONS PRECEDENT TO THE PURCHASE AND ALL INCREASES

          SECTION 4.01.  Conditions Precedent to the Purchase.
1.  The making of the Purchase is subject to the following
conditions precedent:

          (i)  the Seller shall have furnished to the Program
Agent an opinion or opinions of Brown & Wood LLP, counsel for the
Seller, dated the Purchase Date and satisfactory in form and
substance to the Program Agent, as to certain corporate and
bankruptcy matters and such matters as the Program Agent may
reasonably require;

         (ii)  the Seller shall have furnished to the Program
Agent an opinion of Brown & Wood LLP, counsel for the Seller,
dated the Purchase Date and satisfactory in form and substance to
the Program Agent, as to federal income tax consequences with
respect to the Class A Certificates and the Trust;

          (iii)    the Seller shall have furnished to the Program
Agent an opinion of Dykema Gossett, counsel for the Seller, dated
the Purchase Date and satisfactory in form and substance to the
Program Agent, as to the Michigan state income tax consequences
with respect to the Class A Certificates and the Trust;

          (iv)     the Seller shall have furnished to the Program
Agent an opinion of in-house counsel for the Seller, the Servicer
and the Receivables Sellers, dated the Purchase Date and
satisfactory in form and substance to the Purchaser, as to such
matters as the Program Agent may reasonably require;

          (v)    the Seller shall have furnished to the Program
Agent an opinion of Baker & McKenzie, Canadian counsel for
Federal-Mogul Canada Limited, dated the Purchase Date and
satisfactory in form and substance to the Purchaser, as to such
matters as the Program Agent may reasonably require;

         (vi)     the Program Agent shall have received an
opinion of counsel for the Trustee, dated the Purchase Date and
satisfactory in form and substance to the Program Agent, as to
such matters as the Program Agent may reasonably require;

         (vii)    the Program Agent shall have received a
certificate, dated the Purchase Date, of the Chairman of the
Board, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the principal financial officer or the


<PAGE> 22

principal accounting officer of the Seller, which such
certificate shall state, among other things, that the
representations and warranties of the Seller contained in this
Agreement and the other Transaction Documents are true and
correct, and the Seller has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied
under such agreements at or prior to such date, and such
certificate shall have attached thereto organizational documents
and resolutions and shall include specimen signatures;

          (viii)  the Program Agent shall have received a
certificate, dated the Purchase Date, of the Chairman of the
Board, the President, any Vice President, the Treasurer, any
Assistant Treasurer, the principal financial officer or the
principal accounting officer of each Receivables Seller, which
such certificate shall state, among other things, that the
representations and warranties of such Receivables Seller
contained in the applicable Receivables Purchase Agreement are
true and correct, and the Receivables Seller has complied with
all agreements and satisfied all conditions on its part to be
performed or satisfied under such agreements at or prior to such
date, and such certificate shall have attached thereto
organizational documents and resolutions and shall include
specimen signatures;

         (ix)  the Purchaser shall have received evidence
satisfactory to it that, on or before the Purchase Date, (a)
amended UCC-1 financing statements have been or are being filed
in the office of the Secretary of State of the State of Michigan
reflecting the grant of the security interest in the Receivables
by the Sellers named in the Receivable Purchase Agreements to the
Seller and the grant of the security interest by the Seller in
the Trust Assets to the Trustee, for the benefit of the Class A
Certificateholders and (b) UCC-1 continuation statements have
been filed in the applicable jurisdictions;

          (x)  no Early Amortization Event or Servicer Default,
and no event that (a) if notice of such event were given or (b)
after a specified amount of time had elapsed would become an
Early Amortization Event or Servicer Default, shall have occurred
and be continuing;

          (xi)  the Revolving Period shall not have ended and an
Early Amortization Period shall not have occurred and be
continuing;

         (xii)  any and all representations and warranties made
by the Seller and by the Servicer in this Agreement, the Pooling
and Servicing Agreement and the Series 1997-1 Supplement shall be
true and correct in all material respects, as if repeated on such
date with respect to the facts and circumstances then existing;


<PAGE> 23

          (xiii)  any and all representations and warranties made
by each Receivables Seller in the applicable Receivables Purchase
Agreement shall be true and correct in all material respects, as
if repeated on such date with respect to the facts and
circumstances then existing;

          (xiv)  the Pooling and Servicing Agreement, Series
1997-1 Supplement and Receivables Purchase Agreements shall be in
full force and effect;

         (xv)  after making the Purchase or funding such
Increase, the Class A Invested Amount shall not exceed the Class
A Purchase Limit; and

        (xvi)  the Program Agent shall have received by 12:00
noon (New York City time), on the Business Day immediately
preceding the Purchase Date or the date of such Increase (a) in
the case of the Purchase, the Distribution Date Statement
relating to the Distribution Date in February 1997 and (b) in the
case of any Increase, a certificate of the Servicer delivered
pursuant to Section 5.03 of the Series 1997-1 Supplement dated as
of such Business Day, which shall be prepared on a pro forma
basis and shall show that the Servicer is in compliance with the
Pooling and Servicing Agreement and the Series 1997-1 Supplement
(after giving effect to the Purchase or such Increase).

          (b)  If Falcon is the Purchaser, the making of the
Purchase and the funding of Increases are subject to the
following additional conditions precedent: 

     (i) the Program Agent shall not have given notice that
Falcon will not make the Purchase or fund an Increase; and

     (ii) the Liquidity Provider Commitments shall be in full
force and effect.

          SECTION 4.02.  Conditions Precedent to All Increases. 
The funding of all Increases is subject to the conditions
precedent specified in subsections (x)-(xvi) of Section 4.01 and
to the condition precedent that such Increase of the Class A
Invested Amount shall be a minimum of $2,000,000 or in integral
multiples of $1,000,000 in excess of such minimum.

          SECTION 4.03.  Representations and Warranties of the
Seller Relating to the Seller and the Transaction Documents.  The
Seller hereby represents and warrants to the Program Agent,
Falcon and the Liquidity Providers as the Closing Date that:

          (a)  Organization and Good Standing.  The Seller is a
corporation duly organized and validly existing and in good
standing under the law of the State of Michigan and has, in all
material respects, full corporate power, authority and legal


<PAGE> 24

right to own its properties and conduct its business as such
properties are presently owned and such business is presently
conducted, and to execute, deliver and perform its obligations
under this Agreement and the Transaction Documents.

          (b)  Due Qualification.  The Seller is duly qualified
to do business and, where necessary, is in good standing as a
foreign corporation (or is exempt from such requirement) and has
obtained all necessary licenses and approvals in each
jurisdiction in which the conduct of its business requires such
qualification except where the failure to so qualify or obtain
licenses or approvals would not have a material adverse effect on
its ability to perform its obligations hereunder and under the
Transaction Documents.

          (c)  Due Authorization.  The execution and delivery of
this Agreement and the Transaction Documents by the Seller and
the consummation of the transactions provided for or contemplated
by this Agreement and the Transaction Documents, have been duly
authorized by the Seller by all necessary corporate action on the
part of the Seller.

          (d)  No Conflict.  The execution and delivery of this
Agreement and the Transaction Documents, the performance of the
transactions contemplated by this Agreement and the Transaction
Documents and the fulfillment of the terms hereof and thereof,
will not conflict with, result in any breach of any of the
material terms and provisions of, or constitute (with or without
notice or lapse of time or both) a material default under, any
indenture, contract, agreement, mortgage, deed of trust, or other
instrument to which the Seller is a party or by which it or its
properties are bound.

          (e)  No Violation.  The execution and delivery of this
Agreement and the Transaction Documents, the performance of the
transactions contemplated by this Agreement and the Transaction
Documents and the fulfillment of the terms hereof and thereof
applicable to the Seller, will not conflict with or violate any
material Requirements of Law applicable to the Seller.

          (f)  No Proceedings.  There are no proceedings or
investigations pending or, to the best knowledge of the Seller,
threatened against the Seller before any Governmental Authority
(i) asserting the invalidity of this Agreement or any of the
Transaction Documents, (ii) seeking to prevent the issuance of
the Class A Certificates or the consummation of any of the
transactions contemplated by this Agreement and the applicable
Transaction Documents, (iii) seeking any determination or ruling
that, in the reasonable judgment of the Seller, would materially
and adversely affect the performance by the Seller of its


<PAGE> 25

obligations under this Agreement and the applicable Transaction
Documents, (iv) seeking any determination or ruling that would
materially and adversely affect the validity or enforceability of
this Agreement and the applicable Transaction Documents or (v)
seeking to affect adversely the income tax attributes of the
Trust under the United States Federal or any State income, single
business or franchise tax systems.

          (g)  All Consents Required.  All appraisals,
authorizations, consents, orders, approvals or other actions of
any Person or of any governmental body or official required in
connection with the execution and delivery of this Agreement and
the Transaction Documents and the performance of the transactions
contemplated by this Agreement and any of the Transaction
Documents, and the fulfillment of the terms hereof and thereof,
have been obtained.

          (h)  Enforceability.  This Agreement and the applicable
Transaction Documents each constitutes a legal, valid and binding
obligation of the Seller enforceable against the Seller in
accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors' rights in general and
except as such enforceability may be limited by general
principles of equity (whether considered in a suit at law or in
equity).


<PAGE> 26

                         ARTICLE V
                      THE PROGRAM AGENT

          SECTION 5.01.  Authorization and Action of the Program
Agent.  (a) Falcon and each Liquidity Provider hereby appoints
and authorizes the Program Agent to take such action as agent on
its behalf and to exercise such powers under this Agreement and
the other Transaction Documents as are delegated to the Program
Agent by the terms hereof and thereof, together with such powers
as are reasonably incidental thereto.

     (b) The Program Agent shall not have any duties or
responsibilities, except those expressly set forth herein or in
any other Transaction  Document, or any fiduciary relationship
with any Purchaser, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities on the part
of the Program Agent shall be read into this Agreement or any
other Transaction Document or otherwise exist for the Program
Agent.  In performing its functions and duties hereunder and
under the other Transaction Documents, the Program Agent shall
act solely as agent for the Purchasers and does not assume nor
shall be deemed to have assumed any obligation or relationship of
trust or agency with or for the Seller or any of its successors
or assigns.  The Program Agent shall not be required to take any
action which exposes the Program Agent to personal liability or
which is contrary to this Agreement, any other Transaction 
Document or applicable law.  The appointment and authority of the
Program Agent hereunder shall terminate upon the indefeasible
payment in full of all Aggregate Unpaids.

          SECTION 5.02.  The Program Agent's Reliance, Etc. 
Neither the Program Agent nor any of its directors, officers,
agents or employees shall be liable for any action taken or
omitted to be taken by it or the Program Agent under or in
connection with the Transaction Documents, except for its or
their own gross negligence or willful misconduct.  Without
limiting the generality of the foregoing, the Program Agent (a)
may consult with independent legal counsel (including counsel for
the Trust, the Seller or the Servicer), independent certified
public accountants and other experts selected by it and shall not
be liable for any action taken or omitted to be taken in good
faith by it in accordance with the advice of such counsel,
accountants or experts, (b) makes no representation or warranty
to Falcon, any Liquidity Provider or any such other holder of any
interest in the Trust Assets and shall not be responsible to
Falcon, any Liquidity Provider or any other holder for any
statements, representations or warranties made in or in
connection with the Transaction Documents, (c) shall not have any
duty to ascertain or to inquire as to the performance or
observance of any of the terms, covenants or conditions of the


<PAGE> 27

Transaction Documents on the part of the Trust, the Trustee, the
Seller or the Servicer or to inspect the property (including the
books and records) of the Trust, the Trustee, the Seller or the
Servicer, (d) shall not be responsible to Falcon, any Liquidity
Provider or any other holder of any interest in Trust Assets for
the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of any Transaction Document
(except for the execution by the Program Agent of, and legality,
validity and enforceability against the Program Agent of its
obligations under, the Transaction Documents to which the Program
Agent is a party), and (e) shall incur no liability under or in
respect of the Transaction Documents by acting upon any notice
(including notice by telephone), consent, certificate or other
instrument or writing (which may be by facsimile or telex)
believed by it to be genuine and signed or sent by the proper
party or parties; except in each case for gross negligence or
wilful misconduct on the part of the Program Agent.

     SECTION 5.03.  Non-Reliance on Program Agent and Other
Purchasers.  Each Purchaser expressly acknowledges that neither
the Program Agent, nor any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates has made any
representations or warranties to it and that no act by the
Program Agent hereafter taken, including, without limitation, any
review of the affairs of the Seller, shall be deemed to
constitute any representation or warranty by the Program Agent. 
Each Purchaser represents and warrants to the Program Agent that
it has and will, independently and without reliance upon the
Program Agent or any other Purchaser and based on such documents
and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, operations,
property, prospects, financial and other conditions and
creditworthiness of the Seller and the Trust Assets and made its
own decision to enter into this Agreement, the other Transaction
Documents and all other documents related hereto or thereto.

     SECTION 5.04.  Reimbursement and Indemnification.   The
Liquidity Providers agree to reimburse and indemnify the Program
Agent and its officers, directors, employees, representatives and
agents ratably according to their respective Liquidity Provider
Commitment Percentages, to the extent not paid or reimbursed by
the Seller (i) for any amounts for which the Program Agent,
acting in its capacity as Program Agent, is entitled to
reimbursement by the Seller hereunder and (ii) for any other
expenses incurred by the Program Agent, in its capacity as
Program Agent and acting on behalf of the Purchasers, in
connection with the administration and enforcement of this
Agreement and the other Transaction Documents.


<PAGE> 28

     SECTION 5.05.  Program Agent in its Individual Capacity. 
The Program Agent and its Affiliates may make loans to, accept
deposits from and generally engage in any kind of business with
the Seller or any Affiliate of the Seller as though the Program
Agent were not the Program Agent hereunder.  With respect to the
acquisition of Class A Certificate Interests pursuant to this
Agreement, the Program Agent shall have the same rights and
powers under this Agreement as any Purchaser and may exercise the
same as though it were not the Program Agent, and the terms
"Liquidity Provider," "Purchaser," "Liquidity Providers" and
"Purchasers" shall include the Program Agent in its individual
capacity.

     SECTION 5.06.  Successor Program Agent.  The Program Agent
may, upon ten days' notice to the Seller and the Purchasers, and
the Program Agent will, upon the direction of all of the
Purchasers (other than the Program Agent, in its individual
capacity) resign as Program Agent.  If the Program Agent shall
resign, then the Majority of Class A Certificate Interests during
such ten-day period shall appoint from among the Purchasers a
successor agent.  If for any reason no successor Program Agent is
appointed by the Majority of Class A Certificate Interests during
such ten-day period, then effective upon the termination of such
ten day period, the Purchasers shall perform all of the duties of
the Program Agent hereunder and under the other Transaction
Documents and the Seller shall make all payments in respect of
the Aggregate Unpaids directly to the applicable  Purchasers and
for all purposes shall deal directly with the Purchasers.  After
the effectiveness of any retiring Program Agent's resignation
hereunder as Program Agent, the retiring Program Agent shall be
discharged from its duties and obligations hereunder and under
the other Transaction Documents and the provisions of this
Article V and Article VIII shall continue in effect for its
benefit with respect to any actions taken or omitted to be taken
by it while it was Program Agent under this Agreement and under
the other Transaction Documents.

     SECTION 5.07.  First Chicago Roles.  Each of the Liquidity
Providers acknowledges that First Chicago acts, or may in the
future act, (i) as administrative agent for Falcon, (ii) as
issuing and paying agent for the Commercial Paper, (iii) to
provide credit or liquidity enhancement for the timely payment
for the Commercial Paper and (iv) to provide other services from
time to time for Falcon (collectively, the "First Chicago
Roles").  Without limiting the generality of this Section 5.07,
each Liquidity Provider hereby acknowledges and consents to any
and all First Chicago Roles and agrees that in connection with
any First Chicago Role, First Chicago may take, or refrain from
taking, any action which it, in its discretion, deems
appropriate, including, without limitation, in its role as


<PAGE> 29

administrative agent for Falcon, the giving of notice to the
Program Agent of a mandatory purchase pursuant to Section 2.01
(b) or Section 2.07.

          SECTION 5.08.  Amendments, Waivers and Consents. 
Falcon and the Program Agent each reserves the right, in its sole
discretion (subject to the next following sentence), to exercise
any rights and remedies available to the Purchasers or the
Program Agent under the Transaction Documents or pursuant to
applicable law, and also to agree to any amendment, modification
or waiver of any Transaction Document, to the extent such
Transaction Document provides for, or requires, the Purchasers'
or the Program Agent's agreement, modification or waiver. 
Notwithstanding the foregoing, each of Falcon and the Program
Agent agrees for the benefit of the Liquidity Providers that it
shall not, subject to the terms of the Transaction Documents:

          (a)  without the prior written consent of each of the
Liquidity Providers,

          (i)  reduce in any manner the amount of, or delay the
timing of, distributions to be made to any Class A
Certificateholder or any Purchaser or deposits of amounts to be
so distributed, or

        (ii)  reduce any fees payable to the Program Agent or
Falcon which relate to payments to Liquidity Providers or delay
the dates on which such fees are payable, or

       (iii)  amend or waive any Early Amortization Event or
Servicer Default under any Transaction Document relating to the
bankruptcy of the Seller, the Servicer or Federal-Mogul, or

        (iv)  amend the definition of Class A Certificate Rate or
Amortization Commencement Date.

          (b) without the prior written consent of the Majority
of Class A Certificate Interests,

         (i)  amend, modify or waive any provision of any Transaction
Document which would impair any rights expressly granted
to an assignee or participant, or

        (ii)  change the definitions of Eligible Receivable,
Liquidity Provider Commitment, Liquidity Provider Commitment
Percentage and Aggregate Reserves, or

       (iii)  amend any Early Amortization Event or Servicer
Default, or


<PAGE> 30

        (iv)  waive violations of the maximum permitted levels
for the Delinquency Ratio, the Loss-to-Liquidation Ratio and the
Dilution Ratio.

          SECTION 5.09.  Direction by Liquidity Providers to
Program Agent.  The majority of the Liquidity Providers holding
Class A Certificate Interests shall have the right to direct the
Program Agent as to exercise by the Program Agent, as the Class A
Certificateholder, of any of its rights and/or remedies under the
Pooling and Servicing Agreement and the Series 1997-1 Supplement;
provided, however, the Program Agent shall have the right to
decline to follow any such direction if the Program Agent being
advised by counsel determines that the action so directed may not
be lawfully taken or would involve the Program Agent in any
personal liability.


<PAGE> 31

                           ARTICLE VI
                           ASSIGNMENTS

          SECTION 6.01.  Assignment.  (a)  The Seller and each
Liquidity Provider hereby agree and consent to the complete or
partial assignment by Falcon of all of its rights under, interest
in, title to and obligations under this Agreement to the
Liquidity Providers pursuant to Section 2.07 or to any other
Person, and upon such assignment, Falcon shall be released from
its obligations so assigned.   Further, the Seller and Falcon
hereby agree that any assignee of a Liquidity Provider of this
Agreement or all or any of the Class A Certificate Interests of
such Liquidity Provider shall have all of the rights and 
benefits under this Agreement as if the term "Liquidity Provider"
explicitly referred to such party, and no such assignment shall
in any way impair the rights and benefits of such Liquidity
Provider hereunder.  The Seller shall not have the right to
assign its rights or obligations under this Agreement.

     (b)  Any Liquidity Provider may at any time and from time to
time assign to one or more Persons ("Purchasing Liquidity
Provider") all or any part of its rights and obligations under
this Agreement pursuant to the Assignment and Acceptance,
executed by such Purchasing Liquidity Provider and such selling
Liquidity Provider.  The written consent of Falcon and the Seller
shall be required prior to the effectiveness of any such
assignment.  Each assignee of a Liquidity Provider must have a
short-term debt rating of A-1 or better by Standard & Poor's
Ratings Group and P-1 by Moody's Investors Service, Inc. and must
agree to deliver to the Program Agent, promptly following any
request therefor by the Program Agent or Falcon, an
enforceability opinion in form and substance satisfactory to the
Program Agent and Falcon.  Upon delivery of the executed
Assignment and Acceptance to the Program Agent, such selling
Liquidity Provider shall be released from its obligations
hereunder to the extent of such assignment.  Thereafter, the
Purchasing Liquidity Provider shall for all purposes be a
Liquidity Provider party to this Agreement and shall have all the
rights and obligations of a Liquidity Provider under this
Agreement to the same extent as if it were an original party 
hereto and no further consent or action by the Seller, the
Purchasers or the Program Agent shall be required.

     (c)  Each of the Liquidity Providers agree that in the event
that it shall cease to have a short-term debt rating of A-1 or
better by Standard & Poor's Ratings Group and P-1 by Moody's
Investors  Service, Inc. (an "Affected Liquidity Provider"), such
Affected Liquidity Provider shall be obliged, at the request of
Falcon or the Program Agent, to assign promptly all of its rights
and obligations hereunder to (x) another Liquidity Provider or


<PAGE> 32

(y) another financial institution nominated by the Program Agent
and acceptable to Falcon and the Seller, and willing to
participate in this Agreement through the Termination Date in the
place of such Affected Liquidity Provider; provided that the
Affected Liquidity Provider receives payment in full, pursuant to
an Assignment and Acceptance, of an amount equal to such
Liquidity Provider's Liquidity Provider Commitment Percentage of
the Class A Invested Amount and Discount owing to the Liquidity
Providers and all accrued but unpaid fees and other costs and
expenses payable in respect of its Liquidity Provider Commitment
Percentage of the Class A Certificate Interests.

          SECTION 6.02.  Rights of Assignee.  Upon any assignment
in accordance with this Article VI, (a) the assignee receiving
such assignment shall have all of the rights of such assignor
hereunder with respect to the Class A Certificate Interest (or
portion thereof) or rights associated therewith being assigned,
(b) the assignor shall be released from the obligations so
assigned and (c) all references to such assignor in the
Transaction Documents shall be deemed to apply to such assignee
to the extent of its interest in the related Collections.

          SECTION 6.03.  Notice of Assignment.  Each assignor
shall provide notice to the Seller, the Program Agent and the
Trustee of any assignment of any Class A Certificate Interest (or
portion thereof) or rights associated therewith by such assignor
to any assignee.


                         ARTICLE VII
                        PARTICIPATIONS

          SECTION 7.01  Participations.  Each Liquidity Provider
may in the ordinary course of business sell participations, in
minimum amounts of $1,000,000, to one or more banks or other
entities in or to all or a portion of its rights and obligations
under this Agreement (including, without limitation, all or a
portion of its Liquidity Provider Commitment and the Class A
Certificate Interests owned by it); provided, however, that (i)
such Liquidity Provider's obligations under this Agreement
(including, without limitation, its Liquidity Provider
Commitment) shall remain unchanged, (ii) such Liquidity Provider
shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) the sale of such
participations shall be subject to the review and approval of the
Seller, which such approval shall not be unreasonably withheld. 
The Seller, the Program Agent and the other Liquidity Providers
shall continue to deal solely and directly with such Liquidity
Provider in connection with such Liquidity Provider's rights and
obligations under this Agreement.


<PAGE> 33

                          ARTICLE VIII
                         INDEMNIFICATION

      SECTION 8.01.  Indemnities by the Seller.  Without limiting
any other rights which the Program Agent or any Purchaser may
have hereunder or under applicable law, the Seller hereby agrees
to indemnify the Program Agent and each Purchaser and their
respective officers, directors, agents and employees (each an
"Indemnified Party") from and against any and all damages,
losses, claims, taxes, liabilities, costs, expenses and for all
other amounts payable, including reasonable attorneys' fees
(which attorneys may be employees of the Program Agent or such
Purchaser) and disbursements (all of the foregoing being
collectively referred to as "Indemnified Amounts") awarded
against or incurred by any of them arising out of or as a result
of Transaction Documents or the acquisition, either directly or
indirectly, by a Purchaser of an interest in the Class A
Certificates or Class A Certificate Interests, excluding,
however:

          (i) Indemnified Amounts to the extent that final
judgment of a court of competent jurisdiction holds such
Indemnified Amounts resulted from gross negligence or willful
misconduct on the part of the Indemnified Party seeking
indemnification; or

          (ii) Indemnified Amounts to the extent the same
includes losses in respect of Eligible Receivables which are
wholly or partially uncollectible on account of the insolvency,
bankruptcy or lack of creditworthiness of the related Obligor or
the failure of such Collections to cover interest and principal
owed to a Class A Certificateholder;

provided, however, that nothing contained in this sentence shall
limit the liability of the Seller or limit the recourse of the
Purchasers to the Seller for amounts otherwise specifically
provided to be paid by the Seller under the terms of the
Transaction Documents.  Without limiting the generality of the
foregoing indemnification, the Seller shall indemnify the Program
Agent and the Purchasers for Indemnified Amounts (including,
without limitation, losses in respect of uncollectible
receivables, regardless of whether reimbursement therefor would
constitute recourse to the Seller) resulting from:

     (i)  any representation or warranty made by the Seller (or
any officers of the Seller) under or in connection with any
Transaction Document or any other information or report delivered
by the Seller pursuant thereto, having been false or incorrect in
any material respect when made or deemed made;


<PAGE> 34

     (ii)  the failure by the Seller to comply with any
applicable law, rule or regulation with respect to any Receivable
related thereto, or the nonconformity of any Receivable included
therein with any such applicable law, rule or regulation;

    (iii)  any material failure of the Seller to perform its
duties or obligations in accordance with the provisions of any
Transaction Document;

     (iv)  any dispute, claim, offset or defense (other than
discharge in bankruptcy of the Obligor) of the Obligor to the
payment of any Receivable (including, without limitation, a
defense based on such Receivable not being a legal, valid and
binding obligation of such Obligor enforceable against it in
accordance with its terms), or any other claim resulting from the
sale of the merchandise or service related to such Receivable or
the furnishing or failure to furnish such merchandise or
services;

     (v)  the commingling of Collections of Receivables at any
time with other funds;

     (vi)  any investigation, litigation or proceeding related to
or arising from any Transaction Document, the transactions
contemplated thereby, the use of the proceeds of a purchase, the
ownership of the Class A Certificate Interests or any other
investigation, litigation or proceeding relating to the Seller in
which any Indemnified Party becomes involved as a result of any
of the transactions contemplated thereby other than (a)
litigation between the Seller on the one hand and the Program
Agent and/or one or more of the Purchasers on the other hand in
which the Seller shall prevail or (b) any investigation or
proceeding arising from (i) the gross negligence or wilful
misconduct of the Program Agent and/or one or more of the
Purchasers or (ii) the unlawful conduct of the Program Agent
and/or one or more of the Purchasers; and 

    (vii)  any Servicer Default.


<PAGE> 35

                          ARTICLE IX
                         MISCELLANEOUS

          SECTION 9.01.  Amendments, Etc.  Subject to Section
5.08, no amendment of any provision of this Agreement shall in
any event be effective unless the same shall be in writing and
signed by the parties hereto.  Any waiver or consent shall be
effective only if signed by the party waiving any right, in the
specific instance and for the specific purpose for which given.

          SECTION 9.02.  Notices, Etc.  All notices and other
communications provided for hereunder shall, unless otherwise
stated herein, be in writing (including telex and facsimile
communication) and shall be personally delivered or sent by
certified mail, postage prepaid, or overnight courier or
facsimile, to the intended party at the address or facsimile
number of such party set forth under its name on the signature
pages hereof or at such other address or facsimile number as
shall be designated by such party in a written notice to the
other parties hereto.  All such notices and communications shall
be effective (a) if personally delivered, when received, (b) if
sent by certified mail, four Business Days after having been
deposited in the mail, postage prepaid, (c) if sent by overnight
courier, two Business Days after having been given to such
courier, unless sooner received by the addressee and (d) if
transmitted by facsimile, when sent, upon receipt confirmed by
telephone or electronic means.  Notices and communications sent
or transmitted hereunder on a day that is not a Business Day
shall be deemed to have been sent or transmitted on the following
Business Day.

          SECTION 9.03.  No Waiver; Remedies.  No failure on the
part of the Program Agent, any Liquidity Provider, any
Indemnified Party, Falcon or any other holder of any Class A
Certificate Interest to exercise, and no delay in exercising, any
right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any
other or further exercise thereof or the exercise of any other
right.  The remedies herein provided are cumulative and not
exclusive of any remedies provided by law.  Without limiting the
foregoing, the Program Agent and each Liquidity Provider is
hereby authorized by the Seller at any time and from time to
time, to the fullest extent permitted by law, to set-off and
apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at
any time owing by the Program Agent and each Liquidity Provider
to or for the credit or the account of the Seller, now or
hereafter existing under this Agreement, to the Program Agent,
any Liquidity Provider, any Indemnified Party or Falcon, or their
respective successors and assigns; provided, however, that no


<PAGE> 36

such Person shall exercise any such right of set-off without the
prior written consent of the Program Agent.  Each set-off by
Falcon or any Liquidity Provider under this Section 9.03 against
the Class A Invested Amount shall reduce the Class A Invested
Amount accordingly.

          SECTION 9.04.  Binding Effect; Survival.  This
Agreement shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and assigns, and
the provisions of Section 3.02 shall inure to the benefit of the
Liquidity Providers and their respective successors and assigns;
provided, however, that nothing in the foregoing shall be deemed
to authorize any assignment not permitted by Section 6.01.  This
Agreement shall create and constitute the continuing obligation
of the parties hereto in accordance with its terms, and shall
remain in full force and effect until one year and one day after
the earlier of the date on which all Obligations are paid in full
or the Trust shall terminate in accordance with the Pooling and
Servicing Agreement.  The provisions of Sections 3.02, 3.03(b),
5.04, 8.01 and 9.16 shall be continuing and shall survive any
termination of this Agreement.

          SECTION 9.05.  No Proceedings.  The Seller (on its own
behalf and on behalf of its Affiliates), the Trustee, The First
National Bank of Chicago, individually and as Program Agent, and
each Liquidity Provider hereby agrees that it will not institute
against Falcon, or join any other Person in instituting against
Falcon, any insolvency proceeding (namely, any proceeding of the
type referred to in the definition of "Insolvency Event") so long
as any Commercial Paper issued by Falcon shall be outstanding or
there shall not have elapsed one year plus one day since the last
day on which any such Commercial Paper shall have been
outstanding.  The foregoing shall not limit the right of the
Seller, the Trustee, The First National Bank of Chicago,
individually or as the Program Agent, or any Liquidity Provider
to file any claim in or otherwise take any action with respect to
any such insolvency proceeding that was instituted against Falcon
by any Person other than the Seller, the Trustee, The First
National Bank of Chicago, individually or as the Program Agent,
or any Liquidity Provider.

          SECTION 9.06.  Captions and Cross References.  The
various captions (including, without limitation, the table of
contents) in this Agreement are provided solely for convenience
of reference and shall not affect the meaning or interpretation
of any provision of this Agreement.

          SECTION 9.07.  Integration.  This Agreement, together
with the other Transaction Documents, contains a final and
complete integration of all prior expressions by the parties


<PAGE> 37

hereto with respect to the subject matter hereof and, together
with all the other Transaction Documents and the Fee Letter,
shall constitute the entire agreement among the parties hereto
with respect to the subject matter hereof, superseding all prior
oral or written understandings.

          SECTION 9.08.     Governing Law.  THIS AGREEMENT,
INCLUDING THE RIGHTS AND DUTIES OF THE PARTIES HERETO, SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS
OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS EXCEPT TO THE EXTENT THAT THE PERFECTION OF THE
INTERESTS OF FALCON OR THE LIQUIDITY PROVIDERS IN THE TRUST
ASSETS IS GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE
STATE OF NEW YORK.

          SECTION 9.09.  Submission to Jurisdiction.  Each of the
parties hereto hereby irrevocably and unconditionally submits to
the nonexclusive jurisdiction of any New York State court or
federal court of the United States of America sitting in New York
City, and any appellate court from any thereof, in any action or
proceeding arising out of or relating to this Agreement, and each
of the parties hereto hereby irrevocably and unconditionally (i)
agrees that all claims in respect of any such action or
proceeding may be heard and determined in such New York State or,
to the extent permitted by law, such federal court and (ii)
waives the defense of an inconvenient forum.  Each of the parties
hereto agrees that a final judgment in any such action or
proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner
provided by law.

          SECTION 9.10.  Consent to Service of Process.  Each
party to this Agreement irrevocably consents to service of
process by personal delivery, certified mail, postage prepaid or
overnight courier.  Nothing in this Agreement will affect the
right of any party to this Agreement to serve process in any
other manner permitted or required by law.

          SECTION 9.11.  Waiver of Jury Trial.  Each party to
this Agreement waives any right to a trial by jury in any action
or proceeding to enforce or defend any rights under or relating
to this Agreement, any other Transaction Document, the Fee Letter
or any amendment, instrument, document or agreement delivered or
which may in the future be delivered in connection herewith or
therewith or arising from any course of conduct, course of
dealing, statements (whether verbal of written), actions of any
of the parties hereto and the Liquidity Providers or any other
relationship existing in connection with this Agreement of any
other Transaction Document or the Fee Letter, and agrees that any
such action or proceeding shall be tried before a court and not
before a jury.


<PAGE> 38

          SECTION 9.12.  Execution in Counterparts.  This
Agreement may be executed in any number of counterparts and by
the different parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original and all
of which when taken together shall constitute one and the same
Agreement.

          SECTION 9.13.  Replacement of Liquidity Providers.  The
Program Agent shall have the right, in its sole discretion, to
terminate the rights and obligations of the Liquidity Providers
to make the Purchase or fund Increases in the event that the
applicable rating described in Sections 6.01(b) and 6.01(c) shall
be downgraded.  Such termination shall be effective upon written
notice to such effect delivered by the Program Agent to such
Liquidity Provider, whereupon the Term of such Liquidity
Provider's Commitment shall be deemed to have terminated.  Upon
such termination, the Liquidity Provider shall cease to have any
rights or obligations with respect to future Increases under this
Agreement but shall continue to have the rights and obligations
of a Liquidity Provider with respect to any Increases funded by
it under this Agreement prior to such termination.

          SECTION 9.14.  Reimbursement of Program Agent.  Each
Liquidity Provider will on demand reimburse the Program Agent its
Liquidity Provider Commitment Percentage of any and all
reasonable costs and expenses (including, without limitation,
reasonable fees and disbursements of counsel) which may be
incurred in connection with collecting amounts owed with respect
to any Class A Certificate in which such Liquidity Provider
purchases Class A Certificate Interests for which the Program
Agent is not promptly reimbursed by the Seller or otherwise. 
Should the Program Agent later be reimbursed by the Seller or
Falcon for any such amount, the Program Agent shall immediately
pay to each Liquidity Provider its Liquidity Provider Commitment
Percentage of such amount.

          SECTION 9.15.  No Conflict of Interest.  The Program
Agent and its Affiliates may accept deposits from, lend money or
otherwise extend credit to, act as trustee under indentures of,
and generally engage in any kind of business with, the Seller and
any of its Affiliates and any Person who may do business with or
own securities of the Seller or any of its Affiliates, all as
though this Agreement had not been entered into and without any
duty to account therefor to Falcon or any Liquidity Provider.

          SECTION 9.16.  Withholding Taxes.  Each Liquidity
Provider warrants that it is not subject to any taxes, charges,
levies or withholdings with respect to payments under this


<PAGE> 39

Agreement that are imposed by means of withholding by any
applicable taxing authority ("Withholding Tax").  Each Liquidity
Provider agrees to provide the Program Agent, from time to time
upon the Program Agent's request, completed and signed copies of
any documents that may be required by any applicable taxing
authority to certify such Liquidity Provider's exemption from
Withholding Tax with respect to payments to be made to such
Liquidity Provider under this Agreement.  Each Liquidity Provider
agrees to hold the Program Agent and the Seller harmless from any
Withholding Tax imposed due to such Liquidity Provider's failure
to establish that it is not subject to Withholding Tax.

          IN WITNESS WHEREOF, the parties hereto have caused this
Certificate Purchase Agreement to be duly executed by their
respective officers thereunto duly authorized as of the date
first above written.

                         FEDERAL-MOGUL FUNDING CORPORATION,
                          as Seller



                         By----------------------------------
                           Name:
                           Title:


                         FALCON ASSET SECURITIZATION CORPORATION,
                          a Purchaser



                         By-----------------------------------
                           Name:
                           Title: Authorized Signatory


                         THE FIRST NATIONAL BANK OF CHICAGO,
                          as Program Agent


                         By----------------------------------
                           Name:
                           Title: Authorized Agent


<PAGE> 40

Liquidity Providers:

Liquidity Provider
Commitment:  $100,000,000
Liquidity Provider
Commitment Percentage: 100%

                                NBD Bank,
                                a Liquidity Provider and a
                                Potential Purchaser


                                By----------------------------
                                  Name:
                                  Title: