FLEETWOOD CREDIT RECEIVABLES CORP., as Seller FLEETWOOD CREDIT CORP., as Servicer and THE CHASE MANHATTAN BANK, as Trustee on behalf of the Certificateholders

EXHIBIT 4.1
Xxxxx & Xxxx LLP
Draft of
8/29/97

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

FLEETWOOD CREDIT RECEIVABLES CORP.,
as Seller

FLEETWOOD CREDIT CORP.,
as Servicer

and

THE CHASE MANHATTAN BANK,
as Trustee
on behalf of the Certificateholders

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POOLING AND SERVICING AGREEMENT

Dated as of September 1, 1997

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

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

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2
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 Initial Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2.02. Conveyance of Subsequent Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE THREE

THE SERVICER LETTER OF CREDIT

Section 3.01. Servicer Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

ARTICLE FOUR

ACCEPTANCE BY TRUSTEE

Section 4.01. Acceptance by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE FIVE

INCORPORATION OF STANDARD
TERMS AND CONDITIONS OF AGREEMENT

Section 5.01. Incorporation of Standard Terms and Conditions of Agreement . . . . . . . . . . . . . . . . . . . . 5

ARTICLE SIX

SPECIAL DEFINITIONS AND TERMS

Section 6.01. Special Definitions and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

(i)
3

Page
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ARTICLE SEVEN

ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER

Section 7.01. Additional Representations and Warranties of Seller . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE EIGHT

FLEETWOOD CREDIT NOT TO RESIGN AS SERVICER

Section 8.01. Fleetwood Credit Not to Resign as Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE NINE

AGENT FOR SERVICE

Section 9.01. Agent for Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10

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 September 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 The Chase Manhattan Bank, as trustee (the "Trustee").

W I T N E 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 Initial 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 Initial Receivables listed in Schedule A hereto and all monies due
thereon and paid thereon or in respect thereof (including proceeds of
the repurchase of Initial Receivables by the Seller pursuant to
Section 12.02 or 21.02 of the Standard Terms and Conditions or the
repurchase of Initial 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 Initial Cutoff Date, exclusive of
Accrued Interest as of the opening of business on the Initial 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 Initial 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 Initial Receivables or the related Obligors;

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

Section 2.02. Conveyance of Subsequent Receivables.

(a) Subject to the conditions set forth in Section 2.02(b), in
consideration of the Trustee's delivery to or upon the order of the Seller of
the purchase price for the Subsequent Receivables, in each case as described
below and set forth in the related Transfer Agreement, the Seller shall on each
Subsequent Transfer Date sell, transfer, assign and otherwise convey to the
Trustee 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 Subsequent Receivables listed on Schedule A to the related
Transfer Agreement, and all monies due thereon and paid thereon or in
respect thereof (including proceeds of the repurchase of such
Subsequent Receivables by the Seller pursuant to Section 12.02 or 21.02
of the Standard Terms and Conditions or the purchase of such Subsequent
Receivables by the Servicer pursuant to Section 13.07 or 21.02 of the
Standard Terms and Conditions) on or after the related Subsequent
Cutoff Date;

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

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

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

(v) all proceeds of the foregoing.

The purchase price to be paid by the Trust on each Subsequent Transfer
Date for the Subsequent Receivables so sold shall be set forth in the related
Transfer Agreement and shall be paid from monies released from the Pre-Funding
Account pursuant to Section 14.09(b) of

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6

the Standard Terms and Conditions. Such purchase price shall equal the
aggregate Principal Balance of such Subsequent Receivables as of the related
Subsequent Cutoff Date.

(b) The Seller shall transfer to the Trustee the Subsequent
Receivables and the other property and rights related thereto described in
Section 2.02(a) only upon the satisfaction of each of the following conditions
on or prior to the related Subsequent Transfer Date.

(i) the Seller shall have timely provided the Trustee and
each Rating Agency with a written Addition Notice, in substantially the
form of Exhibit H hereto, and shall have provided any information
reasonably requested by any of the foregoing with respect to the
Subsequent Receivables;

(ii) the Seller shall have delivered to the Trustee an
executed Transfer Agreement in substantially the form of Exhibit I
hereto, which shall include a list of the Subsequent Receivables so
transferred;

(iii) the Seller shall have caused the Servicer to deposit
in the Certificate Account all collections on or in respect of the
Subsequent Receivables received on or after the related Subsequent
Cutoff Date but prior to the related Subsequent Transfer Date;
provided, however, that for so long as (A) Fleetwood Credit shall be
the Servicer and (B) the Servicer shall be entitled pursuant to Section
14.02 of the Standard Terms and Conditions to remit collections on a
monthly rather than daily basis, the Seller shall cause the Servicer to
deposit such collections in the Certificate Account on the Business Day
immediately preceding the Distribution Date immediately succeeding
the related Subsequent Transfer Date;

(iv) as of each Subsequent Transfer Date, neither the
Servicer nor the Seller was insolvent nor will either of them have been
made insolvent by such transfer nor is any of them aware of any
pending insolvency;

(v) such addition will not result in a material adverse
federal or California tax consequence to the Trust or the
Certificateholders;

(vi) the Funding Period shall not have terminated;

(vii) the Seller shall have delivered to the Trustee and
each Rating Agency an Officer's Certificate confirming the satisfaction
of each condition precedent specified in this paragraph (b) and in
Section 5 of the related Transfer Agreement;

(viii) the Seller shall have delivered to each Rating Agency
and the Trustee an Opinion of Counsel with respect to the transfer of
the Subsequent Receivables;

(ix) the Seller shall have taken all action required to
maintain the first perfected ownership interest of the Trust in the
assets of the Trust;

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7

(x) no selection procedures believed by the Seller or the
Servicer to be adverse to the interests of the Certificateholders shall
have been utilized in selecting the Subsequent Receivables;

(xi) the Seller and the Trustee shall have been advised by
each Rating Agency on or before the Business Day immediately preceding
the related Subsequent Transfer Date that the conveyance of the
Subsequent Receivables will not result in a qualification, modification
or withdrawal of its then-current rating of each Class of Rated
Certificates; and

(xii) the Seller shall have provided the Trustee with a
supplement to the Schedule of Receivables setting forth the Subsequent
Receivables to be transferred on such Subsequent Transfer Date.

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 (Pre-Funded
Senior/Subordinated) for Fleetwood Credit

4
8

Grantor Trusts Effective September 1, 1997 (the "Standard Terms and
Conditions"), in the form attached hereto.

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 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000.

"Final Funding Period Distribution Date" means the Distribution
Date on which the Certificates are partially prepaid pursuant to Section
14.09(c) of the Standard Terms and Conditions, which Distribution Date shall be
(i) the Distribution Date immediately succeeding the date on which the Funding
Period ends, or (ii) the Distribution Date on which the Funding Period ends if
the Funding Period ends on a Distribution Date.

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

5
9
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.

"Funding Period" means the period from the Closing Date until the
earliest to occur of (i) the date on which the remaining Pre-Funded Amount is
less than $100,000, (ii) the date on which an Event of Default occurs or (iii)
the close of business on ________, 1997.

"Initial Cutoff Date" means September 1, 1997.

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

"Original Class A Certificate Balance" means $__________.

"Original Class B Certificate Balance" means $__________.

"Original Pool Balance" means $__________.

"Original Pre-Funded Amount" means $___________________.

"Prepayment Amount" means, as of the Final Funding Period
Distribution Date, the Pre-Funded Amount.

"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.

6
10
"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 $2,625,000 plus an amount attributable to
the maximum aggregate Negative Carry Amount. On each Distribution Date
thereafter, the Specified Reserve Fund Balance will equal 1.75% 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 $3,500,000, the
Specified Reserve Fund Balance will not be less than $3,500,000. 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
$3,500,000, 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 _____%, 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 18% 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
the sum of the Pool Balance and an amount equal to amounts on deposit in the
Pre-Funding Account (other than investment earnings), 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 1.5% of the sum of the Original Pool
Balance plus an amount equal to the aggregate principal balance of all
Subsequent Receivables conveyed to the Trust as of the related Subsequent
Cutoff Dates, 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 two sentences of this definition.

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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 in the case of
the Initial Receivables, and as of the related Subsequent Transfer Date in the
case of the Subsequent Receivables, and in each case 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 Initial
Cutoff Date or the related Subsequent Cutoff Date, as the case
may be, a scheduled remaining term of not less than _____ months
nor greater than 180 months and the weighted average remaining
term of the Receivables (including the Subsequent Receivables)
shall be __________ months.

(ii) APR. Each Receivable shall have an APR equal
to or greater than _____%, the weighted average APR of the
Initial Receivables shall not be less than _____% and the
weighted average APR of the Receivables (including the Subsequent
Receivables) shall not be less than _____%.

(iii) No Overdue Payments. Each Receivable shall
have no payment that is more than 30 days past due as of the
Initial Cutoff Date or the related Subsequent Cutoff Date, as the
case may be.

(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 Initial Cutoff Date or Subsequent
Cutoff Date, as the case may be, no such Obligor has made a claim
to the Seller or the Servicer that (A) the amount of interest on
the 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.

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(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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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

THE CHASE MANHATTAN BANK,
as Trustee

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

14
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. and monies on deposit in
the Pre-Funding Account. 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 The Chase Manhattan Bank, 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

A-1
17

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 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
"Initial Receivables") for new and used recreational vehicles, certain payments
due under the Initial Receivables on and after __________ 1, 1997 (exclusive of
Accrued Interest as of the opening of business on such date), security
interests in the related Initial 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 Initial
Receivables and held by the Trustee, proceeds from claims on physical damage,
credit life and disability insurance policies covering the Initial Financed
Vehicles, the Initial 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
Initial Receivables. From time to time during the Funding Period, certain
monies on deposit in the Pre-Funding Account will be applied towards the
purchase from the Seller of certain additional qualifying simple interest
retail installment sale contracts (the "Subsequent Receivables") secured by new
and used recreational vehicles (the "Subsequent Financed Vehicles" and,
together with the Initial Financed Vehicles, the "Financed Vehicles") financed
thereby. The Subsequent Receivables, together with, among other things,
certain payments due thereunder on and after the related Subsequent Cutoff
Dates (exclusive of Accrued Interest as of the opening of business on such
dates), security interests in the related Subsequent Financed Vehicles,
property (including the right to receive certain Liquidation Proceeds) securing
the Subsequent Receivables and held by the Trustee, proceeds from claims on
physical damage, credit life and disability insurance policies covering the
Subsequent Receivables, the related Financed Vehicles or the related Obligors
and the right of the Seller to receive the proceeds from Dealer repurchase
obligations relating to the Subsequent Receivables, will be included as
property of the Trust. If certain amounts remain on deposit in the Pre-Funding
Account at the end of the Funding Period, such amounts will be distributable as
a mandatory prepayment of principal to Certificateholders as described in the
Agreement.

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 day immediately preceding such distribution or, if Definitive
Certificates are issued, at the close of business on the last day of the
immediately preceding calendar month (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.

A-2
18
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.

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

A-3
19
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 following the last day of a
Collection Period as of which the Pool Balance is 10% or less of the sum of the
Original Pool Balance and the aggregate principal balance of all Subsequent
Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates.
If no such entity exercises its optional termination right within 90 days after
the last day of the Collection Period 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 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

THE CHASE MANHATTAN BANK, as Trustee

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

A-4
20
[SEAL]

ATTEST:

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

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

THE CHASE MANHATTAN BANK, as Trustee

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

A-5
21
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-6
22
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
23

"Fleetwood Credit 1997-B Grantor Trust _____% Asset Backed Certificates, Class
B" (the "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 "Initial Receivables") for new and used
recreational vehicles, certain payments due under the Initial Receivables on
and after __________ 1, 1997 (exclusive of Accrued Interest as of the opening
of business on such date), security interests in the related Initial 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 Initial Receivables and held by the Trustee, proceeds
from claims on physical damage, credit life and disability insurance policies
covering the Initial Financed Vehicles, the Initial 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 Initial Receivables and monies on
deposit in the Pre-Funding Account. From time to time during the Funding
Period, certain monies on deposit in the Pre-Funding Account will be applied
towards the purchase from the Seller of certain additional qualifying simple
interest retail installment sale contracts (the "Subsequent Receivables")
secured by new and used recreational vehicles (the "Subsequent Financed
Vehicles" and, together with the Initial Financed Vehicles, the "Financed
Vehicles") financed thereby. The Subsequent Receivables, together with, among
other things, certain payments due thereunder on and after the related
Subsequent Cutoff Dates (exclusive of Accrued Interest as of the opening of
business on such dates), security interests in the related Subsequent Financed
Vehicles, property (including the right to receive certain Liquidation
Proceeds) securing the Subsequent Receivables and held by the Trustee, proceeds
from claims on physical damage, credit life and disability insurance policies
covering the Subsequent Receivables, the related Financed Vehicles or the
related Obligors and the right of the Seller to receive the proceeds from
Dealer repurchase obligations relating to the Subsequent Receivables, will be
included as property of the Trust. If certain amounts remain on deposit in the
Pre-Funding Account at the end of the Funding Period, such amounts will be
distributable as a mandatory prepayment of principal to Certificateholders as
described in the Agreement.

B-2
24
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.

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.

B-3
25
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.

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 the last day of a
Collection Period as of which the Pool Balance is 10% or less of the sum of the
Original Pool Balance and the aggregate principal balance of all Subsequent
Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates.
If neither the Seller nor the Servicer exercises its optional termination right
within 90 days after the last day of the Collection Period 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
26
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

THE CHASE MANHATTAN BANK, as Trustee

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

[SEAL]

ATTEST:

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

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

THE CHASE MANHATTAN BANK, as Trustee

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

B-5
27
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
28
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) . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

C-1
29

Class A Class B
------- -------

____ Ending Pool Balance (15) . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Collected Principal (3) . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______

C-2
30

Reconciliation of Net Payment to the Trustee
--------------------------------------------

Reserve Fund:
Excess from Seller [(57a)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______

Reserve Fund Payments [(58)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______

Gross payment to 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) $

C-3
31

Less: Liquidation Proceeds (B) $

Realized Loss [(A1)+(A2)-(B)] (C) $

Cumulative Losses (Including Expenses) (D) $

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
32
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
33
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 September 1, 1997 (the
"Agreement"), among Fleetwood Credit Receivables Corp., as Seller, Fleetwood
Credit Corp., as Servicer, and The Chase Manhattan Bank, 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

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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) Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and/or Salomon
Brothers Inc (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.

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FLEETWOOD CREDIT RECEIVABLES CORP., as Seller FLEETWOOD CREDIT CORP., as Servicer and THE CHASE MANHATTAN BANK, as Trustee on behalf of the Certificateholders

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