POOLING AND SERVICING AGREEMENT

EXHIBIT 4.1
Xxxxx & Xxxx L.L.P.
Draft of
8/12/97

===============================================================================

FLEETWOOD CREDIT RECEIVABLES CORP.,
as Seller

FLEETWOOD CREDIT CORP.,
as Servicer

and

,
-----------
as Trustee
on behalf of the Certificateholders

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

POOLING AND SERVICING AGREEMENT

Dated as of 1, 1997
-----------

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

$
------------
Fleetwood Credit 1997-B Grantor Trust
Asset Backed Certificates

===============================================================================

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TABLE OF CONTENTS

Page
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ARTICLE ONE

CREATION OF TRUST

Section 1.01. Creation of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

Section 2.01. Conveyance of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE THREE

THE SERVICER LETTER OF CREDIT

Section 3.01. Servicer Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE FOUR

ACCEPTANCE BY TRUSTEE

Section 4.01. Acceptance by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE FIVE

INCORPORATION OF STANDARD
TERMS AND CONDITIONS OF AGREEMENT

Section 5.01. Incorporation of Standard Terms and Conditions of Agreement . . . . . . . . . . . . 2

ARTICLE SIX

SPECIAL DEFINITIONS AND TERMS

Section 6.01. Special Definitions and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

(i)
3

Page
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ARTICLE SEVEN

ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER

Section 7.01. Additional Representations and Warranties of Seller . . . . . . . . . . . . . . . . 5

ARTICLE EIGHT

FLEETWOOD CREDIT NOT TO RESIGN AS SERVICER

Section 8.01. Fleetwood Credit Not to Resign as Servicer . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE NINE

AGENT FOR SERVICE

Section 9.01. Agent for Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE TEN

[Reserved]

SCHEDULES

Schedule A - Schedule of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SA-1
Schedule B - Locations of Receivable Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . SB-1

EXHIBITS

Exhibit A - Form of Class A Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Form of Class B Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C - Form of Servicer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
Exhibit D - Auction Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1

(ii)
4
This Pooling and Servicing Agreement, dated as of __________1 , 1997,
is made with respect to the formation of the Fleetwood Credit 1997-B Grantor
Trust, among Fleetwood Credit Receivables Corp., a California corporation (the
"Seller"), Fleetwood Credit Corp., a California corporation (the "Servicer"),
and __________, as trustee (the "Trustee").

W I T N E S S E T H:

In consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:

ARTICLE ONE

CREATION OF TRUST

Section 1.01. Creation of Trust. Upon the execution of this
Agreement by the parties hereto, there is hereby created the Fleetwood Credit
1997-B Grantor Trust.

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

Section 2.01. Conveyance of Receivables. In consideration of the
Trustee's delivery to, or upon the order of, the Seller of executed and
authenticated Certificates, in authorized denominations, in an aggregate amount
equal to the sum of the Original Class A Certificate Balance and the Original
Class B Certificate Balance, the Seller does hereby sell, transfer, assign and
otherwise convey to the Trustee, in trust for the benefit of the
Certificateholders, without recourse (subject to the Seller's obligations
herein):

(i) all right, title and interest of the Seller in and to
the Receivables listed in Schedule A hereto and all monies due thereon
and paid thereon or in respect thereof (including proceeds of the
repurchase of Receivables by the Seller pursuant to Section 12.02 or
21.02 of the Standard Terms and Conditions or the repurchase of
Receivables by the Servicer, or any successor to the Servicer,
pursuant to Section 13.07 or 21.02 of the Standard Terms and
Conditions) on or after the Cutoff Date, exclusive of Accrued Interest
as of the opening of business on the Cutoff Date;

(ii) the interest of the Seller in the security interests
in the related Financed Vehicles granted by the related Obligors
pursuant to the Receivables;

(iii) the interest of the Seller in any Liquidation
Proceeds, in any proceeds of any physical damage insurance policies
covering the Financed Vehicles and in any proceeds of any credit life
or credit disability insurance policies relating to the Receivables or
the related Obligors;

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(iv) the interest of the Seller in any proceeds from
Dealer repurchase obligations relating to the Receivables;

(v) the interest of the Seller under the Receivables
Purchase Agreement;

(vi) all other assets comprising the estate of the Trust;
and

(vii) all proceeds of the foregoing.

ARTICLE THREE

THE SERVICER LETTER OF CREDIT

Section 3.01. Servicer Letter of Credit. Upon the obtaining of any
Servicer Letter of Credit pursuant to Section 14.02 of the Standard Terms and
Conditions, the Trustee will hold the Servicer Letter of Credit and deliver
demands for payment pursuant thereto in accordance with its terms and the terms
of this Agreement. As of the Closing Date, there will be no Servicer Letter of
Credit and the Servicer will be permitted to remit collections on or in respect
of the Receivables on a monthly basis as described in Section 14.02 of the
Standard Terms and Conditions.

ARTICLE FOUR

ACCEPTANCE BY TRUSTEE

Section 4.01. Acceptance by Trustee. The Trustee does hereby accept
all consideration conveyed by the Seller pursuant to Section 2.01 and declares
that the Trustee shall hold such consideration upon the trusts herein set forth
for the benefit of Holders of the Certificates, subject to the terms and
provisions of this Agreement.

ARTICLE FIVE

INCORPORATION OF STANDARD
TERMS AND CONDITIONS OF AGREEMENT

Section 5.01. Incorporation of Standard Terms and Conditions of
Agreement. This Pooling and Servicing Agreement does hereby incorporate by
reference the Standard Terms and Conditions of Agreement (Senior/Subordinated)
for Fleetwood Credit Grantor Trusts Effective __________ 1, 1997 (the "Standard
Terms and Conditions"), in the form attached hereto.

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ARTICLE SIX

SPECIAL DEFINITIONS AND TERMS

Section 6.01. Special Definitions and Terms. Whenever used in the
Standard Terms and Conditions and in this Agreement, the following words and
phrases shall have the following meanings:

"Auction Procedures" means the Auction Procedures set forth in Exhibit
D hereto.

"Certificate Registrar" means the Trustee unless a successor
Certificate Registrar is appointed pursuant to Section 16.03 of the Standard
Terms and Conditions. The Certificate Registrar initially designates its
offices at 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, as its offices where
Certificates may be surrendered for registration of transfer or exchange as
described in Section 16.07 of the Standard Terms and Conditions.

"Class A Pass-Through Rate" means _____% per annum.

"Class A Percentage" means _____%.

"Class B Pass-Through Rate" means _____% per annum. The Class B
Pass-Through Rate includes the sum of (i) the Class A Pass-Through Rate
multiplied by the Class B Certificate Balance and (ii) _____ basis points on
the Pool Balance. In no event will the Class B Pass-Through Rate exceed _____%
per annum.

"Class B Percentage" means _____%.

"Closing Date" means __________, 1997.

"Corporate Trust Office" means, as of the date hereof, the office of
the Trustee located at __________, Attention: Corporate Trust.

"Cutoff Date" means __________ 1, 1997.

The first "Distribution Date" shall be __________ 15, 1997.

The "Final Scheduled Distribution Date" is __________, 20__, the
Distribution Date in the sixth month after the month in which the Receivable
with the latest maturity is scheduled to mature.

"Fleetwood Credit" means Fleetwood Credit Corp.

"Military Reservist Relief Act" means The Military Reservist Relief
Act of 1991.

"Original Class A Certificate Balance" means $__________.

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"Original Class B Certificate Balance" means $__________.

"Original Pool Balance" means $__________.

"Rating Agency" means each of Moody's and Standard & Poor's.

"Relief Acts" means the Military Reservist Relief Act and the
Soldier's and Sailor's Relief Act.

"Required Deposit Rating" means a rating on short-term deposits of
Prime-1 by Moody's and A-1+ by Standard & Poor's; and any requirement that
deposits have the "Required Deposit Rating" shall mean that such deposits shall
be rated at least equal to the foregoing ratings from Moody's and Standard &
Poor's.

"Required Long Term Debt Rating" means a rating on the long-term
unsecured debt obligations of the related depository institution or trust
company of at least Baa3 by Moody's and, with respect to the Certificates to be
issued pursuant to this Agreement, the requirement that any such long-term
unsecured debt obligations have the "Required Long Term Debt Rating" shall mean
that such obligations have at least the foregoing rating from Moody's.

"Required Rating" means a rating of Prime-1 by Moody's and A-1+ by
Standard & Poor's.

"Required Servicer Rating" means a rating on short-term obligations of
the Servicer of Prime-1 by Moody's and A-1 by Standard & Poor's; and any
requirement that the Servicer have the "Required Servicer Rating" shall mean
that the short-term unsecured debt obligations shall be rated at least equal to
the foregoing ratings from Moody's and Standard & Poor's.

"Reserve Fund Initial Deposit" means $__________.

"Servicing Fee Rate" means 1.00% per annum.

"Soldier's and Sailor's Relief Act" means the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended.

"Specified Reserve Fund Balance" means, with respect to the first
Distribution Date, an amount equal to $__________. On each Distribution Date
thereafter, the Specified Reserve Fund Balance will equal _____% of the sum of
the Class A Certificate Balance and the Class B Certificate Balance (after
giving effect to distributions of principal to be made on such Distribution
Date); provided, however, that so long as the foregoing sum of the Class A
Certificate Balance and the Class B Certificate Balance exceeds $__________,
the Specified Reserve Fund Balance will not be less than $__________. From and
after the Distribution Date as of which the foregoing sum of the Class A
Certificate Balance and the Class B Certificate Balance is less than
$__________, the Specified Reserve Fund Balance will equal such sum.
Notwithstanding the foregoing, on each Distribution Date following any Fiscal
Quarter in which the Realized Loss Percentage or the Delinquency Percentage
exceeds

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_____%, the Specified Reserve Fund Balance shall be equal to the greater of (a)
the amount described above or (b) an amount equal to the Pool Balance as of the
immediately preceding Record Date multiplied by a percentage equal to _____%
minus the following fraction, expressed as a percentage: (i) one minus (ii) a
fraction, the numerator of which is the Class A Certificate Balance on such
Distribution Date (after giving effect to distributions of principal made on
such Distribution Date) and the denominator of which is such Pool Balance, in
each case as of the last day of the three related Collection Periods in such
Fiscal Quarter; provided, further, that following any Fiscal Quarter thereafter
in which the Realized Loss Percentage and the Delinquency Percentage are less
than _____%, the Specified Reserve Fund Balance shall return to the amount
described in the first clause of this definition. If on any Distribution Date
cumulative losses in respect of the Receivables exceed _____% of the Original
Pool Balance, the Specified Reserve Fund Balance shall remain at the level in
effect as of such date and shall not be reduced further in accordance with the
first sentence of this definition.

ARTICLE SEVEN

ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER

Section 7.01. Additional Representations and Warranties of Seller.
The Seller does hereby make the following representations and warranties on
which the Trustee shall rely in accepting the Receivables in trust and
authenticating the Certificates. Such representations and warranties shall
speak as of the execution and delivery of this Agreement and shall survive the
sale, transfer and assignment of the related Receivables to the Trustee:

(i) Maturity of Receivables. Each Receivable conveyed
hereby shall have an original maturity of not less than _____ months
nor greater than 180 months and as of the Cutoff Date, a scheduled
remaining term of not less than _____ months nor greater than 180
months and the weighted average remaining term of the Receivables
shall be __________ months.

(ii) APR. Each Receivable shall have an APR equal to or
greater than _____% and the weighted average APR of the Receivables
shall be _____%.

(iii) No Overdue Payments. Each Receivable shall have no
payment that is more than 30 days past due as of the Cutoff Date.

(iv) Location of Receivable Files. Each Receivable File
shall be kept at one of the locations listed in Schedule B hereto.

(v) Obligors. In the case of any Obligor in the military
service (including an Obligor who is a member of the National Guard or
is in the reserves) whose Receivable is subject to either Relief Act,
as of the Cutoff Date, no such Obligor has made a claim to the Seller
or the Servicer that (A) the amount of interest on the

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related Receivable should be limited to 6.0% during the period of such
Obligor's active duty status pursuant to the Soldiers' and Sailors'
Relief Act or (B) payments on such Receivable should be delayed
pursuant to the Military Reservist Relief Act, in either case unless a
court has ruled otherwise upon application of the Seller or the
Servicer.

(vi) Motor Home Financed Vehicles. Based on the Principal
Balances of the Receivables as of the Cutoff Date, _____% of the
Receivables shall be secured by motor homes.

ARTICLE EIGHT

FLEETWOOD CREDIT NOT TO RESIGN AS SERVICER

Section 8.01. Fleetwood Credit Not to Resign as Servicer. Subject to
the provisions of Section 18.05 of the Standard Terms and Conditions, Fleetwood
Credit shall not resign from the obligations and duties hereby imposed on it as
Servicer under this Agreement except upon determination that the performance of
its duties under this Agreement shall no longer be permissible under applicable
law. Notice of any such determination permitting the resignation of Fleetwood
Credit shall be communicated to the Trustee and the Letter of Credit Bank at
the earliest practicable time (and, if such communication is not in writing,
shall be confirmed in writing at the earliest practicable time) and any such
determination shall be evidenced by an Opinion of Counsel to such effect
delivered to the Trustee concurrently with or promptly after such notice. No
such resignation shall become effective until the Trustee or a successor
Servicer shall have assumed the responsibilities and obligations of Fleetwood
Credit in accordance with Sections 18.05 and 19.02 of the Standard Terms and
Conditions.

ARTICLE NINE

AGENT FOR SERVICE

Section 9.01. Agent for Service. The agent for service for (i) the
Seller shall be its Senior Vice President, 00000 Xxxx Xxxxx Xxxxxxx, Xxxxx
Xxxxx, Xxxxxxxxxx 00000, and (ii) the Servicer shall be its Senior Vice
President, 00000 Xxxx Xxxxx Xxxxxxx, Xxxxx Xxxxx, Xxxxxxxxxx 00000.

ARTICLE TEN

[Reserved]

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10
IN WITNESS WHEREOF, the parties have caused this Pooling and Servicing
Agreement to be duly executed by their respective officers as of the day and
year first above written.

FLEETWOOD CREDIT RECEIVABLES CORP.,
as Seller

By:
------------------------------------
Xxxxxx X. Xxxxxx, III
Senior Vice President

FLEETWOOD CREDIT CORP.,
as Servicer

By:
------------------------------------
Xxxxxx X. Xxxxxx, III
Senior Vice President

---------------------------------------
as Trustee

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

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SCHEDULE A

SCHEDULE OF RECEIVABLES

Omitted - Originals on file at the offices of the Seller, the Servicer
and the Trustee.

XX-0
00
XXXXXXXX X

LOCATIONS OF RECEIVABLE FILES

Fleetwood Credit Corp.
00000 Xxxx Xxxxx Xxxxxxx
Xxxxx Xxxxx, Xxxxxxxxxx 00000

Fleetwood Credit Corp.
000 Xxxx 00xx Xxxxxx
Xxxxx, Xxxxxxxxxx 00000

Fleetwood Credit Corp.
0000 Xxxxxxxxx Xxxxxxx
Xxxxx 000
Xxxxxx, Xxxxxxx 00000

Fleetwood Credit Corp.
000 Xxxx Xxxxxx
Xxxxx 000
Xxxxx Xxxx, Xxxxxxx 00000

Fleetwood Credit Corp.
000 Xxxxxxxx Xxxx
Xxxxx 000
Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000

Fleetwood Credit Corp.
000 Xxxxxxx Xxxxxxx
Xxxxx 000
Xx. Xxxxxx, Xxx Xxxxxx 00000

Fleetwood Credit Corp.
0000 Xxxxx Xxx Xxxxx
Xxxxxxxx 0, Xxxxx 000
Xxxx Xxxxxx, Xxxxxx 00000

Fleetwood Credit Corp.
00000 Xxxxxx Xxxxx
Xxxxx 000
Xxxxxxx, Xxxxx 00000

Fleetwood Credit Corp.
00000 Xxxxxx Xxxxxx
Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000

SB-1
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EXHIBIT A

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

FLEETWOOD CREDIT 1997-B GRANTOR TRUST

_____% ASSET BACKED CERTIFICATE, CLASS A

evidencing a fractional undivided interest in the Trust, as defined
below, the property of which includes, among other things, a pool of
simple interest retail installment sale contracts secured by the new
and used recreational vehicles financed thereby and sold to the
Trustee by Fleetwood Credit Receivables Corp. The Final Scheduled
Distribution Date is __________ 15, 20__.

(This Certificate does not represent an interest in or obligation of
Fleetwood Credit Receivables Corp., Fleetwood Credit Corp., Associate
First Capital Corporation or any of their respective affiliates.)

CUSIP __________
NUMBER RA-1 $_______________

THIS CERTIFIES THAT CEDE & CO. is the registered owner of a __________
Dollar ($__________) nonassessable, fully-paid, fractional undivided interest
in the Fleetwood Credit 1997-B Grantor Trust (the "Trust") formed by Fleetwood
Credit Receivables Corp., a California corporation (the "Seller"). The Trust
was created pursuant to a Pooling and Servicing Agreement dated as of
__________ 1, 1997 (the "Agreement") among the Seller, Fleetwood Credit Corp.,
as Servicer, and __________, as trustee (the "Trustee"), a summary of certain
of the pertinent provisions of which is set forth below. To the extent not
otherwise defined herein, the capitalized terms used herein have the meanings
assigned to them in the Agreement. This Certificate is one of the duly
authorized certificates designated as "Fleetwood Credit 1997-B Grantor Trust
_____% Asset Backed Certificates, Class A" (the "Class A Certificates") issued
under the Agreement. Also issued under the Agreement are certificates
designated as "Fleetwood Credit 1997-B Grantor Trust _____% Asset Backed
Certificates, Class B" (the "Class B Certificates"). The Class B Certificates
are subordinated to the Class A Certificates to the extent described in the
Agreement. The Class A Certificates

A-1
14
and the Class B Certificates are herein collectively called the "Certificates".
The aggregate undivided interest in the Trust evidenced by all Class A
Certificates is _____%. This Class A Certificate is issued under and is
subject to the terms, provisions and conditions of the Agreement, to which
Agreement the Holder of this Class A Certificate by virtue of the acceptance
hereof assents and by which such Holder is bound. The property of the Trust
includes, or will include, among other things, a pool of simple interest retail
installment sale contracts (the "Receivables") for new and used recreational
vehicles, certain payments due under the Receivables on and after __________ 1,
1997 (exclusive of Accrued Interest as of the opening of business on such
date), security interests in the related Financed Vehicles, certain bank
accounts and the proceeds thereof, a Servicer Letter of Credit, if any,
property (including the right to receive certain Liquidation Proceeds) securing
the Receivables and held by the Trustee, proceeds from claims on physical
damage, credit life and disability insurance policies covering the Financed
Vehicles, the Receivables or the related Obligors, an assignment of the
Seller's rights under the Receivables Purchase Agreement and the right of the
Seller to receive the proceeds of Dealer repurchase obligations relating to the
Receivables.

Under the Agreement, there will be distributed on the fifteenth day of
each month or, if such day is not a Business Day, the next succeeding Business
Day (each, a "Distribution Date"), commencing on __________ 15, 1997, to the
Person in whose name this Class A Certificate is registered at the close of
business on the last day of the month immediately preceding the month of such
distribution (the "Record Date"), such Class A Certificateholder's percentage
interest in the Class A Distributable Amount for such Distribution Date
actually distributed, together with the repayment of any outstanding Class A
Interest Carryover Shortfall and Class A Principal Carryover Shortfall actually
made on such Distribution Date, in each case to the extent and as more
specifically set forth in the Agreement.

Distributions on this Class A Certificate will be made by the Trustee
by check or money order mailed to the related Class A Certificateholder of
record in the Certificate Register without the presentation or surrender of
this Class A Certificate or the making of any notation hereon, except that with
respect to Class A Certificates registered in the name of Cede & Co., the
nominee for The Depository Trust Company, distributions will be made in the
form of immediately available funds. Except as otherwise provided in the
Agreement and notwithstanding the foregoing, the final distribution on this
Class A Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Class A Certificate at the office or agency maintained for that purpose by the
Trustee.

The Certificates do not represent an obligation of, or an interest in,
the Seller, the Servicer or any of their respective affiliates. The
Certificates are limited in right of payment to certain collections and
recoveries respecting the Receivables and monies on deposit in the Reserve
Fund, all as more specifically set forth in the Agreement. A copy of the
Agreement may be examined during normal business hours at the Corporate Trust
Office of the Trustee, and at such other places, if any, designated by the
Trustee, by any Certificateholder upon request.

A-2
15
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller, the Servicer and the Trustee with the consent of the
Holders of Certificates evidencing not less than 51% of the Voting Interests of
all Certificates, voting together as a single class. Any such consent by the
Holder of this Class A Certificate shall be conclusive and binding on such
Holder and on all future Holders of this Class A Certificate and of any Class A
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Class A
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

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

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

Prior to due presentation of this Class A Certificate for registration
of transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose name this Class A Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the payment to Certificateholders of
all amounts required to be paid to them pursuant to the Agreement or the
maturity or liquidation of the last Receivable and the disposition of all
property held as part of the Trust. The Seller or the Servicer, or any
successor to the Servicer, may, at its option, purchase the corpus of the Trust
at a price specified in the Agreement, and such purchase of the Receivables and
other property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable only as of a Record Date as of
which the Pool Balance is 10% or less of the Original Pool Balance. If neither
the Seller nor the Servicer exercises its optional termination right within 90
days after the Record Date as of which such right can first be exercised, the

A-3
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Trustee shall solicit bids for the purchase of all Receivables and other
property remaining in the Trust and such sale of the Receivables and other
property of the Trust will effect early retirement of the Certificates.

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

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

Dated: , 1997 FLEETWOOD CREDIT 1997-B GRANTOR TRUST
----------
, as Trustee
--------------------------

By:
-----------------------------------
Authorized Officer

[SEAL]

ATTEST:

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

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

, as Trustee
--------------------------

By:
-----------------------------------
Authorized Officer

A-4
17

ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

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

-------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably

constituting and appointing
--------------------------------------------------

Attorney to transfer said Certificate on the books of the Certificate Registrar,

with full power of substitution in the premises.

Dated:

*
----------------------------------
Signature Guaranteed:

*
----------------------------------

* NOTICE: The signature to this assignment must correspond with the name as it
appears upon the face of the within Certificate in every particular, without
alteration, enlargement or any change whatever. Such signature must be
guaranteed by an institution which is a participant in the Securities Transfer
Agent Medallion Program (STAMP) or similar program.

A-5
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EXHIBIT B

THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.

FLEETWOOD CREDIT 1997-B GRANTOR TRUST

_____% ASSET BACKED CERTIFICATE, CLASS B

(This Certificate does not represent an interest in or obligation of
Fleetwood Credit Receivables Corp., Fleetwood Credit Corp., Associates
First Capital Corporation or any of their respective affiliates.)

NUMBER RB-1
CUSIP __________
$__________

B-1
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"Class B Certificates") issued under the Agreement. Also issued under the
Agreement are certificates designated as "Fleetwood Credit 1997-B Grantor Trust
_____% Asset Backed Certificates, Class A" (the "Class A Certificates"). The
Class B Certificates are subordinated to the Class A Certificates to the extent
described in the Agreement. The Class A Certificates and the Class B
Certificates are herein collectively called the "Certificates". The aggregate
undivided interest in the Trust evidenced by all Class B Certificates is
_____%. This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class B Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The property of the Trust includes, or will
include, among other things, a pool of simple interest recreational vehicle
retail installment sale contracts (the "Receivables") for new and used
recreational vehicles, certain payments due under the Receivables on and after
__________ 1, 1997 (exclusive of Accrued Interest as of the opening of business
on such date), security interests in the related Financed Vehicles, certain
bank accounts and the proceeds thereof, a Servicer Letter of Credit, if any,
property (including the right to receive certain Liquidation Proceeds) securing
the Receivables and held by the Trustee, proceeds from claims on physical
damage, credit life and disability insurance policies covering the Financed
Vehicles, the Receivables or the related Obligors, an assignment of the
Seller's rights under the Receivables Purchase Agreement and the right of the
Seller to receive the proceeds of Dealer repurchase obligations relating to the
Receivables.

Under the Agreement, there will be distributed on the fifteenth day of
each month or, if such day is not a Business Day, the next succeeding Business
Day (each, a "Distribution Date"), commencing on __________ 15, 1997, to the
Person in whose name this Class B Certificate is registered at the close of
business on the last day of the month immediately preceding the month of such
distribution (the "Record Date"), such Class B Certificateholder's percentage
interest in the Class B Distributable Amount for such Distribution Date
actually distributed, together with the repayment of any outstanding Class B
Interest Carryover Shortfall and Class B Principal Carryover Shortfall actually
made on such Distribution Date, in each case to the extent and as more
specifically set forth in the Agreement.

Distributions on this Class B Certificate will be made by the Trustee
by check or money order mailed to the related Class B Certificateholder of
record in the Certificate Register without the presentation or surrender of
this Class B Certificate or the making of any notation hereon, except that with
respect to Class B Certificates registered in the name of Cede & Co., the
nominee for The Depository Trust Company, distributions will be made in the
form of immediately available funds. Except as otherwise provided in the
Agreement and notwithstanding the foregoing, the final distribution on this
Class B Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Class B Certificate at the office or agency maintained for that purpose by the
Trustee.

B-2
20
may be examined during normal business hours at the Corporate Trust Office of
the Trustee, and at such other places, if any, designated by the Trustee, by
any Certificateholder upon request.

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

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

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

Prior to due presentation of this Class B Certificate for registration
of transfer, the Trustee, the Certificate Registrar and any of their respective
agents may treat the Person in whose name this Class B Certificate is
registered as the owner hereof for all purposes, and neither the Trustee, the
Certificate Registrar nor any such agent shall be affected by any notice to the
contrary.

B-3
21
Trust will effect early retirement of the Certificates; however, such right of
purchase is exercisable only as of a Record Date as of which the Pool Balance
is 10% or less of the Original Pool Balance. If neither the Seller nor the
Servicer exercises its optional termination right within 90 days after the
Record Date as of which such right can first be exercised, the Trustee shall
solicit bids for the purchase of all Receivables and other property remaining
in the Trust and such sale of the Receivables and other property of the Trust
will effect early retirement of the Certificates.

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

B-4
22
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Class B Certificate to be duly executed.

Dated: , 1997 FLEETWOOD CREDIT 1997-B GRANTOR TRUST
------------
, as Trustee
--------------------------

By:
-----------------------------------
Authorized Officer

[SEAL]

ATTEST:

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

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

, as Trustee
--------------------------

By:
-----------------------------------
Authorized Officer

B-5
23

ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

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

-------------------------------------------------------------------------------
the within Certificate, and all rights thereunder, hereby irrevocably

constituting and appointing
--------------------------------------------------

Attorney to transfer said Certificate on the books of the Certificate Registrar,

with full power of substitution in the premises.

Dated:

*
----------------------------------
Signature Guaranteed:

*
----------------------------------

B-6
24
EXHIBIT C

FLEETWOOD CREDIT 1997-B GRANTOR TRUST

Servicer's Certificate
For the Month of __________, ____

Principal and Interest Collections
----------------------------------

Beginning Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) $_______
Beginning Pool Factor [(1)/$__________] . . . . . . . . . . . . . . . . . . . . . . . . (2) _______
Principal Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3) $_______
Interest Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) $_______
Less: Accrued Interest Prior to Cutoff Date . . . . . . . . . . . . . . . . . . (5) $_______
Less: Additional Purchased Accrued Interest . . . . . . . . . . . . . . . . . . (5a) $_______
Plus: Purchased Accrued Interest - End of Collection Period . . . . . . . . . . (6) $_______
Net decrease/(increase) in Purchased Accrued Interest [(5)+(5a)-(6)] . . . . . . . . . (7) $_______
Plus: "Non-Reimbursable Interest Payment" . . . . . . . . . . . . . . . . . . . (8) $_______
Total Interest Received [(4)-(5)+(5a)+(6)+(8)] . . . . . . . . . . . . . . . . . . . . (9) $_______
Additional Deposits
(i) Repurchase Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10)$______
(ii) Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . (11)$______
Total Additional Deposits [(10)+(11)] . . . . . . . . . . . . . . . . . . . . . . . . . (12)$______
Total Available Funds [(3)+(9)+(12)] . . . . . . . . . . . . . . . . . . . . . . . . . (13)$______
Defaulted Receivable Principal Balance [(A1)] . . . . . . . . . . . . . . . . . . . . . (14)$______
Ending Pool Balance [(1)-(3)-(14)] . . . . . . . . . . . . . . . . . . . . . . . . . . (15)$______
Ending Pool Factor [(15)/$___(16)_______] . . . . . . . . . . . . . . . . . . . . . . . (16)$______

Class A Class B
------- -------
Distribution:
------------

Class Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _______% _______%
Pool Factor (Ending Pool Balance) . . . . . . . . . . . . . . . . . . . . . .
Class Pass-Through Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . _______% _______%
____ Beginning Pool Balance (1) . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
____ Ending Pool Balance (15) . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Collected Principal (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

C-1
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Class A Class B
------- -------

Collected Interest (9) . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Other Collected Interest . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Additional Deposits (12) . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Servicing Fee [(1.0%/12)x(1)] . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Total Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Payment to Certificateholders
Principal Distributable Amount [(1)-(15)] . . . . . . . . . . . . . . . . . $_______ $_______
Interest Distributable Amount [(1)x(pass-through rate/12)] . . . . . . . . $_______ $_______
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Payments from Reserve Fund . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Total Payments to Certificateholders . . . . . . . . . . . . . . . . $_______ $_______
Reserve Fund payment . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Amount due Class B but paid to Class A (subordination) . . . . . . . . . . $_______ $_______
Class A Interest Carryover Shortfall . . . . . . . . . . . . . . . . . . . $_______
Class A Principal Carryover Shortfall . . . . . . . . . . . . . . . . . . . $_______
Class B Interest Carryover Shortfall . . . . . . . . . . . . . . . . . . . $_______
Class B Principal Carryover Shortfall . . . . . . . . . . . . . . . . . . . $_______
Amounts Remaining in the Certificate Account to be paid to the Seller . . . $_______ $_______
Memo:
Principal Difference . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Interest Difference . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Reconciliation of Net Payment to the Trustee
Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Servicing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Total Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Total payments to Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Total payments to Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Reserve Fund:
Excess from Seller [(57a)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Reserve Fund Payments [(58)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Gross payment to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
=======

C-2
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Reconciliation of Net Payment to the Trustee

Less: Amount released from Reserve Fund in excess of $_________ [(61)] . . . . . . . $_______

Reconciliation of Net Payment to the Trustee
Net payment to the Trustee (Equals Gross payment for first 90 days) . . . . . . . . . . . . $
=======

Account Activity
Number of Accounts - Beginning of Month . . . . . . . . . . . . . . . . . . . . . . . _______
Less: Account Paid Off / Repurchased . . . . . . . . . . . . . . . . . . . . . _______
Plus: Accounts in Collateral Addition . . . . . . . . . . . . . . . . . . . . _______
Number of Accounts - End of Month . . . . . . . . . . . . . . . . . . . . . . . . . . _______

Non-Accrual Accounts - End of Month
Number of Non-Accrual Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . _______
Aggregate Principal Balance Outstanding . . . . . . . . . . . . . . . . . . . . . . . $_______

Determination of the Servicer Letter of Credit Amount (if applicable)
Number of Contracts - End of Month (45)
Original number of Contracts (46) _____
Percent of Original Contracts remaining (47) %
[((45)/(46))x100]
Original Servicer Letter of Credit Amount (48) $ ___________
Revised Servicer Letter of Credit Amount (49) $
[Lessor of [(48)x(47) or the Beginning
Pool Balance(1)]
Prior Month Servicer Letter of Credit Amount (50) $
[Previous Month (49)]
Servicer Letter of Credit Fee [(__)x(0.__%/12)] (51) $

Defaulted Receivables
Amount of principal and accrued interest due from
Obligors on Defaulted Receivables
Principal (A1) $
Interest (A2)
Expense (A3)
Total (A) $
Less: Liquidation Proceeds (B) $
Realized Loss [(A1)+(A2)-(B)] (C) $
Cumulative Losses (Including Expenses) (D) $

C-3
27

Cumulative Loss Percentage [(D)/$___________] %
(Less than ___% ?)

Reconciliation of Reserve Fund
Beginning Reserve Fund Balance (57) $ ___________
Plus: Excess Amounts from Seller (57a)
Plus: Investment Earnings (57b)
Plus: Reserve Fund Payments (58)

Reserve Fund prior to payments to Seller (59) $ ___________
Required Reserve Fund Balance:
($__________ for the first Distribution Date; thereafter, the lesser
of 1 or 2)

(1) _____% of the Class A Certificate Balance and the Class B Certificate Balance
(provided that (i) so long as the sum of the Class A Certificate Balance and
the Class B Certificate Balance (a) exceeds $__________, the Specified Reserve
Fund Balance cannot be less than $__________, or (b) is less than $__________,
the Specified Reserve Fund Balance will equal such sum) (unless the Cumulative
Loss Percentage exceeds _____%), or (2);
(2) (_____% - Subordination Fraction) x the Ending Pool Balance

Required Amount (60) $ ___________

Amount in Reserve Fund released [(59)-(60)] (61) $ ___________
Ending Reserve Fund Balance to be Invested
(62) $ ___________
Reserve Fund Balance as a Percent
of the Ending Pool Balance (63) ___________
Interest Income on Reserve Fund for ____, 199_
from ____________________ (64) $ ___________

___________

C-4
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Delinquent Accounts

Period of Delinquency Units Amount Percent of Pool
----- ------ ---------------
30-59 days $ ERR
60-89 days ERR
90 days or more ERR
------ ---- ---
Total $ ERR (A)
====== ==== ===

Repossession Inventory $ ERR (B)
------ ---- ===

Delinquency Percentage
Quarter
___ ___ ___ Total (Avg)
--- --- --- ----- -----

90 days or more (000) $ $ $ $
---------- ---------- ------------ -------------
Repossession Inventory (000) $ $ $ $
---------- ---------- ------------ -------------
Total $ $ $ $ (A)
========== ========== ============ =============
Ending Pool Balance (mils) $ $ $ $ (B)
---------- ---------- ------------ -------------
Delinquency Percentage (A)/(B) ERR

Realized Loss Analysis
Quarter
___ ___ ___ Total
--- --- --- -----

Realized Losses/(Recoveries) (X)
[(A1)+(A2)-(B)] (000) $ $ $ (Sum)
Beginning Pool Balance (Y) $ $ $ $ (Avg)

Realized Loss Percentage
(Less than ___%) [((X)/(Y))*4] ERR
--------------
Realized Losses since inception (less than $_________ ) $
--------------
Change in Realized Losses $
--------------
Proceeds from Insurance and Dealer Repurchase
Proceeds received during the related Collection Period
from physical damage insurance $

Proceeds received during the month from Dealer
repurchase obligations relating to Defaulted $
Receivables

C-5
29
EXHIBIT D

AUCTION PROCEDURES

The following sets forth the auction procedures (the "Auction Procedures")
to be followed in connection with a sale effected pursuant to Section 21.03 of
the Pooling and Servicing Agreement, dated as of __________ 1, 1997 (the
"Agreement"), among Fleetwood Credit Receivables Corp., as Seller, Fleetwood
Credit Corp., as Servicer, and __________, as Trustee. Capitalized terms used
herein that are not otherwise defined shall have the meanings described thereto
in the Agreement.

I. Pre-Auction Process

(a) Upon receiving notice of the Auction Date, the Advisor will initiate
its general Auction procedures consisting of the following: (i) with
the assistance of the Servicer, prepare a general solicitation package
along with a confidentiality agreement; (ii) derive a list of qualified
bidders, in a commercially reasonable manner; (iii) initiate contact
with all qualified bidders; (iv) send a confidentiality agreement to
all qualified bidders; (v) upon receipt of a signed confidentiality
agreement, send solicitation packages to all interested bidders on
behalf of the Trustee; and (vi) notify the Servicer of all potential
bidders and anticipated timetable.

(b) The general solicitation package will include: (i) the prospectus from
the public offering of the Certificates; (ii) a copy of all monthly
servicing reports or a copy of all annual servicing reports and the
prior year's monthly servicing reports; (iii) a form of a Purchase and
Sale Agreement and Servicing Agreement; (iv) a description of the
minimum purchase price required to cause the Trustee to sell the
Auction Property as set forth in Section 21.03 of the Agreement; (v) a
formal bidsheet; (vi) a detailed timetable; and (vii) a preliminary
data tape of the Pool Balance as of the related Distribution Date
reflecting the same data attributes used to create the Cutoff Date
tables for the prospectus dated __________, 1997 relating to the public
offering of the Certificates.

(c) The Trustee, with the assistance of the Servicer and the Advisor, will
maintain an auction package beginning at the time of closing of the
transaction, which will contain terms (i) through (iii) listed in the
preceding paragraph. If the Advisor is unable to perform its role as
advisor to the Trustee, the Servicer acting in its capacity under the
Agreement will select a successor Advisor and inform the Trustee of its
actions.

(d) The Advisor will send solicitation packages to all bidders at least 15
Business Days before the Auction Date. Bidders will be required to
submit any due diligence questions in writing to the Advisor for
determination of their relevancy, no later than ten Business Days
before the Auction Date. The Servicer and the Advisor will be

D-1
30
required to satisfy all relevant questions at least five Business Days
prior to the Auction Date and distribute the questions and answers to
all bidders.

II. Auction Process

(a) __________ and/or __________ (the "Underwriters"), in their roles as
Advisor to the Trustee, will be allowed to bid in the Auction, but will
not be required to do so.

(b) The Servicer will also be allowed to bid in the Auction if it deems
appropriate, but will not be required to do so.

(c) On the Auction Date, all bids will be due by facsimile to the offices
of the Trustee by 1:00 p.m., New York City time, with the winning
bidder to be notified by 2:00 p.m., New York City time. All acceptable
bids (as described in Section 21.03 of the Agreement) will be due on a
conforming basis on the bid sheet contained in the solicitation
package.

(d) If the Trustee receives fewer than two market value bids from
participants in the market for motor vehicle retail installment sale
contracts willing and able to purchase the Auction Property, the
Trustee shall decline to consummate the sale.

(e) Upon notification to the winning bidder, a good faith deposit equal to
1% of the Pool Balance will be required to be wired to the Trustee upon
acceptance of the bid. This deposit, along with any interest income
attributable to it, will be credited to the purchase price but will not
be refundable. The Trustee will establish a separate account for the
acceptance of the good faith deposit, until such time as the account is
fully funded and all monies are transferred into the Certificate
Account, such time not to exceed one Business Day before the related
Distribution Date (as described above).

(f) The winning bidder will receive on the Auction Date a copy of the draft
Purchase and Sale Agreement, Servicing Agreement and Servicer's
Representations and Warranties (which shall be substantially identical
to the representations and warranties set forth in Section 18.01 of the
Agreement).

(g) Either Underwriter, in its capacity as Advisor to the Trustee, will
provide to the Trustee a letter concluding whether or not the winning
bid is a fair market value bid. Such Underwriter will also provide
this letter if it is the winning bidder. In the case where such
Underwriter or the Servicer is the winning bidder it will in its letter
provide for market comparables and valuations.

(h) The Auction will stipulate that the Servicer be retained to service the
Receivables sold pursuant to the terms of the Purchase and Sale
Agreement and Servicing Agreement.

D-2

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Table of Contents

POOLING AND SERVICING AGREEMENT

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