NATIONSCREDIT GRANTOR TRUST 1997-2, 8-K, 1997-11-25

NATIONSCREDIT GRANTOR TRUST 1997-2
8-K, 1997-11-25

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<PAGE> 1

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (date of earliest event reported)
October 23, 1997
----------------

NATIONSCREDIT GRANTOR TRUST 1997-2
----------------------------------
(Exact name of registrant as specified in charter)

Delaware 33-80837 75-2655744
-------------- -------------------------- ----------------------
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification Number)
incorporation)

225 E. John Carpenter Freeway, Irving Texas 75062-2731
- ----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (972) 506-5026
--------------

Not Applicable
- ----------------------------------------------------------------------
(Former name or former address, if changed since last report.)

<PAGE> 2
Item 5. Other Events

This Current Report on Form 8-K is being filed to report the issuance
by NationsCredit Grantor Trust 1997-2 (the "Trust") of $169,190,255.16 in
aggregate principal amount of its 6.35% Marine Receivable-Backed Certificates
and 6.25% RV Receivable-Backed Certificates (collectively, the "Certificates")
on October 23, 1997. Bankers Trust Company, a New York banking corporation, is
acting as Trustee and Collateral Agent (the "Trustee") with respect to the
Certificates pursuant to a Pooling and Servicing Agreement (with Standard Terms
and Conditions attached thereto), dated as of September 30, 1997 (the "Pooling
and Servicing Agreement"), among NationsCredit Securitization Corporation, as
depositor (the "Depositor"), NationsCredit Commercial Corporation of America,
as servicer (the "Servicer") and the Trustee. Capitalized terms used herein,
but not otherwise defined herein, shall have the meaning assigned to such terms
in the Pooling and Servicing Agreement. Pursuant to an Underwriting Agreement
dated October 16, 1997 (the "Underwriting Agreement") by and between the
Depositor and NationsBanc Montgomery Securities, Inc., as representative of the
underwriters named therein (the "Underwriter"), the Underwriter purchased the
Certificates from the Depositor.

This Current Report on Form 8-K is being filed to file a copy of the
Pooling and Servicing Agreement, the Underwriting Agreement, the Purchase
Agreement and the Assignment Agreement.
<PAGE> 3
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

Exhibit No.

1.1 Underwriting Agreement
4.1 Pooling and Servicing Agreement
4.2 Purchase Agreement
4.3 Assignment Agreement

<PAGE> 4

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

NATIONSCREDIT GRANTOR TRUST 1997-2
----------------------------------
(Registrant)

By: NationsCredit Commercial
Corporation of America, as Servicer
of NationsCredit Grantor Trust 1997-2

Date: November 11, 1997 By: /s/ LAWRENCE ANGELILLI
--------------------------------
Name: Lawrence Angelilli
Title: Vice President
<PAGE> 5
EXHIBIT INDEX

<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
1.1 Underwriting Agreement
4.1 Pooling and Servicing Agreement
4.2 Purchase Agreement
4.3 Assignment Agreement
</TABLE>

<PAGE> 1
EXHIBIT 1.1

NATIONSCREDIT SECURITIZATION CORPORATION

DEPOSITOR

NATIONSCREDIT GRANTOR TRUST 1997-2

UNDERWRITING AGREEMENT

OCTOBER 16, 1997

NationsBanc Montgomery Securities, Inc.,
as Representative of the several underwriters
NationsBank Corporate Center
100 North Tryon Street, NC1-007-10-07
Charlotte, North Carolina 28255
Ladies and Gentlemen:

NationsCredit Securitization Corporation, a Delaware corporation (the
"Company"), proposes to form a trust entitled the NationsCredit Grantor Trust
1997-2 (the "Trust") pursuant to the terms of a proposed Pooling and Servicing
Agreement, including the Standard Terms and Conditions of Agreement, to be
dated as of September 30, 1997, among the Company, as Depositor, NationsCredit
Commercial Corporation of America, as Servicer (the "Servicer" or
"NationsCredit Commercial"), and Bankers Trust Company, as Trustee and
Collateral Agent (the "Pooling and Servicing Agreement"), pursuant to which
certain 6.35% Marine Receivable-Backed Certificates (the "Marine Certificates")
and certain 6.25% RV Receivable-Backed Certificates (the "RV Certificates" and
together with the Marine Certificates, the "Certificates") will be issued.
Each Certificate will evidence a fractional, undivided percentage interest in
the Trust. The property of the Trust includes a pool of marine retail
installment sale contracts secured by new and used boats, boat motors and boat
trailers (the "Marine Receivables"), recreational vehicle retail installment
sale contracts secured by new and used recreational vehicles (the "RV
Receivables" and together with the Marine Receivables, the "Receivables"),
certain monies received under the Simple Interest Receivables and certain
monies due under the Precomputed Receivables, in each case, on or after
September 30, 1997, security interests in the boats and marine equipment
financed by the Marine Contract Group, security interests in the
<PAGE> 2
recreational vehicles financed by the RV Contract Group, an irrevocable surety
bond, guaranteeing payments of interest and principal on the Certificates (the
"Surety Bond"), issued by Capital Markets Assurance Corporation (the "Surety
Bond Issuer"), such amounts as from time to time may be held in one or more
trust accounts which will be established and maintained by the Servicer
pursuant to the Pooling and Servicing Agreement, the rights of the Company
under that certain Purchase Agreement, dated as of September 30, 1997, between
the Company and NationsCredit Commercial, the rights of NationsCredit Marine
Funding Corporation ("NCMF") to cause NationsCredit Commercial to repurchase
the NCMF Receivables upon the breach of certain representations and warranties,
the proceeds from any recourse rights of NCMF or the Company against any seller
of new and used boats, boat motors and boat trailers financed by the Marine
Receivables pursuant to any agreement with a Dealer, the right to proceeds from
claims on physical damage, credit life and disability insurance policies
relating to the Receivables, and any property that shall have secured a
Receivable and that shall have been acquired by the Trustee. To the extent not
defined herein, capitalized terms used herein shall have the meanings specified
in the Pooling and Servicing Agreement.

The Company proposes to sell to the underwriters identified on
Schedule I hereto (the "Underwriters") for whom you are acting as
representative (the "Representative") the principal amount of the Certificates
identified in Schedule I hereto.

1. Representations and Warranties. The Company represents and
warrants to, and agrees with, each Underwriter that:

(a) The Certificates are eligible for registration on
Form S-3 under the Securities Act of 1933, as amended (the "Act"), and
the Company has filed with the Securities and Exchange Commission (the
"Commission") a registration statement on such form, registration
number 333-33441, under the Act, which has become effective, for the
registration under the Act of the Certificates. The Company proposes
to file with the Commission pursuant to Rule 424 under the Act a final
prospectus relating to the Certificates and the plan of distribution
thereof and has previously advised the Representative of all further
information (financial and other) with respect to the Company to be
set forth therein. Such registration statement, including the
exhibits thereto, as amended to the date of this agreement, is
hereinafter called the "Registration Statement;" such prospectus in
the form in which it appears in the Registration Statement is
hereinafter called the "Preliminary Prospectus;" and such final form
of prospectus, in the form in which it shall be filed with the
Commission pursuant to Rule 424 under the Act, is hereinafter called
the "Final Prospectus."

(b) As of the date hereof, when the Final Prospectus is
first filed pursuant to Rule 424 under the Act, when, prior to the
Closing Date (as hereinafter defined in Section 3), any amendment to
the Registration Statement becomes effective (including the filing of
any document incorporated by reference in the Registration Statement),
when any supplement to the Final Prospectus is filed with the
Commission and at the Closing Date, (i) the Registration Statement, as
amended as of any such time, and the Final Prospectus, as amended or
supplemented as of any such time, will comply in all material respects

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<PAGE> 3
with the applicable requirements of the Act and the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the
respective rules thereunder, (ii) the Registration Statement, as
amended as of any such time, will not contain any untrue statement of
a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein
not misleading, and (iii) the Final Prospectus as amended or
supplemented as of any such time, will not contain any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading; provided, however, that the Company makes
no representations or warranties as to the information contained in or
omitted from the Registration Statement or the Final Prospectus or any
amendment thereof or supplement thereto in reliance upon and in
conformity with information furnished in writing to the Company by or
on behalf of any information furnished in writing to the Company by or
on behalf of any Underwriter through the Representative specifically
for use in connection with the preparation of the Registration
Statement and the Final Prospectus.

(c) The Company has been duly incorporated and is validly
existing as a corporation under the laws of the State of Delaware and
has corporate and other power and authority to own its properties and
conduct its business, as now conducted by it, and to enter into and
perform its obligations under this Agreement and each of the Purchase
Agreement, the Reimbursement Agreement and the Pooling and Servicing
Agreement.

(d) The Company is not aware of (i) any request by the
Commission for any further amendment of the Registration Statement or
for any additional information or (ii) the issuance by the Commission
of any stop order suspending the effectiveness of the Registration
Statement.

(e) (i) This Agreement and each of the Purchase
Agreement, the Reimbursement Agreement and the Pooling and Servicing
Agreement have been duly authorized by the Company, and this Agreement
and each of the Purchase Agreement, the Reimbursement Agreement and
the Pooling and Servicing Agreement have been duly executed and
delivered by the Company, and each of this Agreement, the Purchase
Agreement, the Reimbursement Agreement and the Pooling and Servicing
Agreement, when executed and delivered by the Company, does or will,
as the case may be, constitute a legal, valid and binding agreement of
the Company, enforceable against the Company in accordance with its
terms, subject, as to the enforcement of remedies, to applicable
bankruptcy, insolvency, reorganization, moratorium, receivership and
similar laws affecting creditors' rights generally and to general
principles of equity (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law); and (ii)
the Certificates have been duly authorized by the Company, and when
duly executed by the Trustee on behalf of the Trust, authenticated by
the Trustee and delivered in accordance with the Pooling and Servicing
Agreement and delivered and paid for as provided herein, will be
validly issued and outstanding and entitled to the benefits and
security afforded by the Pooling and Servicing Agreement.

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<PAGE> 4
2. Purchase and Sale. Subject to the terms and conditions and in
reliance upon the representations and warranties set forth herein, the Company
agrees to sell to each Underwriter, and each Underwriter agrees, severally and
not jointly, to purchase from the Company, the principal amount of the Marine
Certificates and RV Certificates set forth opposite such Underwriter's name in
Schedule I hereto at the purchase price of 99.700% of the principal amount of
such Marine Certificates and at the purchase price of 99.725% of the principal
amount of such RV Certificates, plus, in each case, interest calculated from
and including October 16, 1997 through and including the date prior to the
Closing Date.

3. Delivery and Payment. Delivery of and payment for the
Certificates shall be made at the offices of Stroock & Stroock & Lavan LLP, 180
Maiden Lane, New York, New York 10038, at 10:00 a.m. New York time on October
23, 1997 or such other place as shall be agreed by the Company and the
Underwriters, and which date and time may be postponed by agreement between the
Representative and the Company or as provided in Section 9 hereof (such date
and time of delivery and payment for the Certificates being herein called the
"Closing Date"). Delivery of the Certificates shall be made to the
Representative for the respective accounts of the several Underwriters against
payment by the several Underwriters through the Representative of the purchase
price thereof by one or more wires of immediately available funds to an account
designated by the Company. Delivery of the Certificates shall be made through
the facilities of The Depository Trust Company.

4. Representations, Warranties and Covenants of the Underwriters.
The Underwriters agree with the Company that:

(a) Each Underwriter represents and warrants to the
Company that it will not, in connection with the offering and sale of
the Certificates, use (i) any "Computational Materials" within the
meaning of the no-action letter, dated May 20, 1994, issued by the
Division of Corporation Finance of the Commission to Kidder, Peabody
Acceptance Corporation I, Kidder, Peabody & Co. Incorporated, and
Kidder Structured Asset Corporation and the no-action letter, dated
May 27, 1994, issued by the Division of Corporation Finance of the
Commission to the Public Securities Association or (ii) any "ABS Term
Sheets" within the meaning of the no-action letter, dated February 17,
1995, issued by the Division of Corporation Finance of the Commission
to the Public Securities Association; and

(b) None of the Underwriters will institute against, or
join any other Person in instituting against, the Company any
bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding, or other proceeding under any federal or state bankruptcy
or similar law, until August 16, 2014.

5. Agreements. The Company agrees with the several Underwriters
that:

(a) Prior to the termination of the offering of the
Certificates, the Company will not file any amendment to the
Registration Statement or supplement to the Final Prospectus unless
the Company has furnished the Representative a copy of such

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<PAGE> 5
amendment or supplement for their review prior to filing and will not
file any such proposed amendment or supplement to which the
Representative reasonably objects. Subject to the foregoing sentence,
the Company will cause the Final Prospectus to be filed with the
Commission pursuant to Rule 424. The Company will advise the
Representative promptly (i) when the Final Prospectus shall have been
filed with the Commission pursuant to Rule 424, (ii) when any
amendment to the Registration Statement relating to the Certificates
shall have become effective, (iii) of any request by the Commission
for any amendment of the Registration Statement or amendment of or
supplement to the Final Prospectus or for any additional information,
(iv) of the issuance by the Commission of any stop order suspending
the effectiveness of the Registration Statement or the institution or
threatening of any proceeding for that purpose, and (v) of the receipt
by the Company of any notification with respect to the suspension of
the qualification of the Certificates for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose. The
Company will use its best efforts to prevent the issuance of any such
stop order and, if issued, to obtain as soon as possible the
withdrawal thereof.

(b) If, at any time when a prospectus relating to the
Certificates is required to be delivered under the Act, any event
occurs as a result of which the Final Prospectus as then amended or
supplemented would include any untrue statement of a material fact or
omit to state any material fact necessary to make the statements
therein, in the light of the circumstances under which they were made,
not misleading, or if it shall be necessary to amend or supplement the
Final Prospectus to comply with the Act or the Exchange Act or the
respective rules thereunder, the Company promptly will prepare and
file with the Commission, subject to the first sentence of paragraph
(a) of this Section 5, an amendment or supplement which will correct
such statement or omission or an amendment which will effect such
compliance and will use its best efforts to cause any required
post-effective amendment to the Registration Statement containing such
amendment to be made effective as soon as possible.

(c) The Company will furnish to the Representative and
counsel for the Underwriters, without charge, executed copies of the
Registration Statement (including exhibits thereto) and each amendment
thereto which shall become effective on or prior to the Closing Date
and, so long as delivery of a prospectus by an Underwriter or dealer
may be required by the Act, as many copies of any Preliminary
Prospectus and the Final Prospectus and any amendments thereof and
supplements thereto as the Representative may reasonably request. The
Company will pay the expenses of printing all documents relating to
the initial offering, provided that any additional expenses incurred
in connection with the requirement of delivery of a market-making
prospectus will be borne by the Representative.

(d) The Company will make available to the Representative
the Marine Certificate Factor and the RV Certificate Factor for each
month as soon as possible after receipt thereof by the Company from
the Servicer pursuant to Section 13.9 of the Pooling and Servicing
Agreement.

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<PAGE> 6
(e) The Company will arrange for the qualification of the
Certificates for sale under the laws of such jurisdictions as the
Representative may reasonably designate, will maintain such
qualifications in effect so long as required for the distribution of
the Certificates and will arrange for the determination of the
legality of the Certificates for purchase by institutional investors;
provided, however, that the Company shall not be required to qualify
to do business in any jurisdiction where it is not now so qualified or
to take any action which would subject it to general or unlimited
service of process in any jurisdiction where it is not now so subject.

6. Conditions to the Obligations of the Underwriters. The
obligations of the Underwriters to purchase the Certificates shall be subject
to the accuracy of the representations and warranties on the part of the
Company contained herein as of the date hereof, as of the date of the
effectiveness of any amendment to the Registration Statement filed prior to the
Closing Date (including the filing of any document incorporated by reference
therein) and as of the Closing Date, to the accuracy of the statements of the
Company made in any certificates delivered pursuant to the provisions hereof,
to the performance by the Company of its obligations hereunder and to the
following additional conditions:

(a) No stop order suspending the effectiveness of the
Registration Statement, as amended from time to time, shall have been
issued, and no proceedings for that purpose shall have been instituted
or threatened; and the Final Prospectus shall have been filed or
mailed for filing with the Commission within the time period
prescribed by the Commission.

(b) The Company shall have furnished to the
Representative the opinion of Stroock & Stroock & Lavan LLP, special
counsel for the Company, dated the Closing Date, to the effect of
paragraphs (i), (ii), (iv), (v), (vi), (vii) and (viii) below, and the
opinion of a member of the office of the General Counsel of
NationsCredit Corporation, special counsel for the Company, dated the
Closing Date, to the effect of paragraph (iii) below:

(i) the Certificates, the Purchase Agreement and
the Pooling and Service Agreement conform in all material
respects to the description thereof contained in the Final
Prospectus;

(ii) assuming due authorization, execution and
delivery by the other parties thereto, each of this Agreement,
the Purchase Agreement, the Reimbursement Agreement and the
Pooling and Servicing Agreement constitutes a legal, valid and
binding agreement of the Company, enforceable in accordance
with their respective terms against the Company, as the case
may be, subject (a) to the effect of bankruptcy, insolvency,
reorganization, moratorium and similar laws relating to or
affecting creditors' rights generally and court decisions with
respect thereto, (b) to the understanding that no opinion is
expressed as to the application of equitable principles in any
proceeding, whether at law or in equity, and (c) to

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limitations of public policy under applicable securities laws
as to rights of indemnity and contribution thereunder;

(iii) to the knowledge of such counsel, there is no
pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator involving the Company of a character required to be
disclosed in the Registration Statement which is not
adequately disclosed therein and in the Final Prospectus;

(iv) to the knowledge of such counsel, there is no
franchise, contract or other document of a character required
to be described in the Registration Statement or Final
Prospectus, or to be filed as an exhibit, which is not
described or filed as required;

(v) the Registration Statement has become
effective under the Act; to the best knowledge of such counsel
no stop order suspending the effectiveness of the Registration
Statement has been issued, and no proceedings for that purpose
have been instituted or threatened; the Registration
Statement, the Final Prospectus and each amendment thereof or
supplement thereto (other than (i) financial, numerical,
statistical and quantitative information contained therein and
(ii) the information under the heading "The Surety Bond
Issuer," as to which such counsel need express no view) comply
as to form in all material respects with the applicable
requirements of the Act and the Exchange Act and the
respective rules thereunder;

(vi) no consent, approval, authorization or order
of any court or governmental agency or body is required, with
respect to the Company, for the consummation of the
transactions contemplated herein, or in the Purchase
Agreement, the Reimbursement Agreement or the Pooling and
Servicing Agreement, except such as have been obtained under
the Act and such as may be required under the blue sky laws of
any jurisdiction in connection with the purchase and
distribution of the Certificates by the Underwriters and such
other a approvals (specified in such opinion) as have been
obtained;

(vii) the Pooling and Servicing Agreement will not
be required to be qualified under the Trust Indenture Act of
1939, as amended, and the Trust is not, and immediately
following the sale of the Certificates pursuant hereto, will
not, be required to be registered under the Investment Company
Act of 1940, as amended; and

(viii) the issuance, offer and sale of the
Certificates have been duly authorized by the Company, and
when issued, authenticated in accordance with the Pooling and
Servicing Agreement and paid for pursuant to this Agreement,
the

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<PAGE> 8
Certificates will be validly issued and entitled to the
benefits of the Pooling and Servicing Agreement.

Stroock & Stroock & Lavan LLP, special counsel for the Company, shall
also state that it has no reason to believe that the Registration Statement or
any amendment thereof at the time it became effective contained any untrue
statement of a material fact or omitted to state any material fact required to
be stated therein or necessary to make the statements therein not misleading or
that the Final Prospectus, as amended or supplemented, as of its date and as of
the Closing Date, contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading (other
than (i) financial, numerical, statistical and quantitative information
contained therein and (ii) the information under the heading "The Surety Bond
Issuer," as to which such counsel need express no view).

In rendering such opinions, such counsel may rely (A) as to matters
involving the application of laws of any jurisdiction other than (i) the United
States or the general corporation laws of the State of Delaware, and (ii) with
respect to Stroock & Stroock & Lavan LLP, the State of New York, to the extent
deemed proper and specified in such opinion, upon the opinion of other counsel
of good standing believed to be reliable and who are satisfactory to counsel
for the Underwriters; and (B) as to matters of fact, to the extent deemed
proper, on certificates of responsible officers of the Company or its
affiliates and public officials.

(c) NationsCredit Commercial shall have furnished to the
Representative the opinion of a member of the office of the General
Counsel of NationsCredit Corporation, special counsel for
NationsCredit Commercial, dated the Closing Date, to the effect of
paragraphs (i), (ii), (iv), (v) and (vi) below, and the opinion of
Stroock & Stroock & Lavan LLP, special counsel for NationsCredit
Commercial, dated the Closing Date, to the effect of paragraph (iii)
below:

(i) NationsCredit Commercial is a duly organized
and validly existing corporation in good standing under the
laws of the State of North Carolina and has the corporate
power and authority to perform its obligations under the
Pooling and Servicing Agreement, the Purchase Agreement and
the Indemnification Agreement;

(ii) each of the Pooling and Servicing Agreement,
the Purchase Agreement and the Indemnification Agreement has
been duly authorized, executed and delivered by NationsCredit
Commercial;

(iii) assuming due authorization, execution and
delivery by the other parties thereto, each of the Pooling and
Servicing Agreement, the Purchase Agreement and the
Indemnification Agreement constitutes a legal, valid and
binding agreement of NationsCredit Commercial, enforceable in
accordance with their respective terms against NationsCredit
Commercial, as the case may be,

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<PAGE> 9
subject (a) to the effect of bankruptcy, insolvency,
reorganization, moratorium and similar laws relating to or
affecting creditors' rights generally and court decisions with
respect thereto, (b) to the understanding that no opinion is
expressed as to the application of equitable principles in any
proceeding, whether at law or in equity, and (c) to
limitations of public policy under applicable securities laws
as to rights of indemnity and contribution thereunder;

(iv) to the knowledge of such counsel, there is no
pending or threatened action, suit or proceeding before any
court or governmental agency, authority or body or any
arbitrator involving NationsCredit Commercial of a character
required to be disclosed in the Registration Statement which
is not adequately disclosed therein and in the Final
Prospectus;

(v) neither the consummation of any of the
transactions contemplated in the Pooling and Servicing
Agreement, the Purchase Agreement or the Indemnification
Agreement, nor the fulfillment of the terms thereof will
conflict with, result in a breach of, or constitute a default
under the articles of incorporation or by-laws of
NationsCredit Commercial; and

(vi) neither the consummation of any of the
transactions contemplated in the Pooling and Servicing
Agreement, the Purchase Agreement or the Indemnification
Agreement, nor the fulfillment of the terms thereof will
conflict with, result in a breach of, or constitute a default
under the terms of any indenture or other agreement or
instrument known to such counsel and to which NationsCredit
Commercial is a party or bound, or any order or regulation
known to such counsel to be applicable to NationsCredit
Commercial of any court, regulatory body, administrative
agency, governmental body or arbitrator having jurisdiction
over NationsCredit Commercial.

In rendering such opinions, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than (i)
the United States or the general corporation laws of the State of Delaware.
(ii) with respect to the office of the General Counsel of NationsCredit
Corporation, the general corporation law of the State of North Carolina, and
(iii) with respect to Stroock & Stroock & Lavan LLP, the State of New York, to
the extent deemed proper and specified in such opinion, upon the opinion of
other counsel of good standing believed to be reliable and who are satisfactory
to counsel for the Underwriters; and (B) as to matters of fact, to the extent
deemed proper, on certificates of responsible officers of NationsCredit
Commercial or its affiliates and public officials.

(d) The Company shall have furnished to the
Representative an opinion of Stroock & Stroock & Lavan LLP, special
counsel for the Company, dated the Closing Date, to the effect that:

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<PAGE> 10
(i) the statements in the Final Prospectus under
the heading "Certain Federal Income Tax Consequences" and the
summary thereof under the heading "Prospectus Summary--Tax
Status," to the extent they constitute matters of Federal law
or legal conclusions with respect thereto, have been reviewed
by such counsel and are correct in all material respects; and

(ii) the statements in the Final Prospectus under
the headings "Certain Legal Aspects of the Receivables" and
"ERISA Considerations," to the extent they constitute matters
of Federal law or legal conclusions with respect thereto, have
been reviewed by such counsel and are correct in all material
respects.

(e) The Company shall have furnished to the
Representative an opinion or opinions of Stroock & Stroock & Lavan
LLP, special counsel for the Company, dated the Closing Date, to the
effect that (A) the separate corporate existence of the Company would
not be disregarded so as to include the assets and liabilities of the
Company in the bankruptcy estate of NationsCredit Commercial in the
event of a bankruptcy proceeding with respect thereto; and (B) the
Depositor Receivables were sold and transferred from NationsCredit
Commercial to the Company in a manner such that the Depositor
Receivables would not be considered to be property of the bankruptcy
estate of NationsCredit Commercial in the event of a bankruptcy
proceeding with respect thereto. In addition, the Representative shall
have received a reliance letter with respect to any opinion that the
Company is required to deliver to each Rating Agency.

(f) NCMF shall have furnished to the Representative the
opinion of a member of the office of the General Counsel of
NationsCredit Corporation, special counsel for NCMF, dated the Closing
Date, to the effect of paragraphs (i), (ii), (iv) and (v) below, and
the opinion of Stroock & Stroock & Lavan LLP, special counsel for
NCMF, dated the Closing Date, to the effect of paragraph (iii) below:

(i) NCMF is a duly organized and validly existing
corporation in good standing under the laws of the State of
Delaware and has the corporate power and authority to perform
its obligations under the Assignment Agreement, dated as of
September 30, 1997, between NCMF and the Trustee (the
"Assignment Agreement") and the Agreement, dated as of
September 30, 1997 between NCMF and Receivables Capital
Corporation (the "NCMF Agreement");

(ii) each of the Assignment Agreement and the NCMF
Agreement has been duly authorized, executed and delivered by
NCMF;

(iii) assuming due authorization, execution and
delivery by the other parties thereto, each of the Assignment
Agreement and the NCMF Agreement constitutes a legal, valid
and binding agreement of NCMF, enforceable in accordance with
their respective terms against NCMF, as the case may be,
subject (a) to the effect of bankruptcy, insolvency,
reorganization, moratorium and similar

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<PAGE> 11
laws relating to or affecting creditors' rights generally and
court decisions with respect thereto, (b) to the understanding
that no opinion is expressed as to the application of
equitable principles in any proceeding, whether at law or in
equity, and (c) to limitations of public policy under
applicable securities laws as to rights of indemnity and
contribution thereunder;

(iv) neither the consummation of any of the
transactions contemplated in the Assignment Agreement and the
NCMF Agreement, nor the fulfillment of the terms thereof will
conflict with, result in a breach of, or constitute a default
under the articles of incorporation or by-laws of NCMF; and

(v) neither the consummation of any of the
transactions contemplated in the Assignment Agreement and the
NCMF Agreement, nor the fulfillment of the terms thereof will
conflict with, result in a breach of, or constitute a default
under the terms of any indenture or other agreement or
instrument known to such counsel and to which NCMF is a party
or bound, or any order or regulation known to such counsel to
be applicable to NCMF of any court, regulatory body,
administrative agency, governmental body or arbitrator having
jurisdiction over NCMF.

In rendering such opinions, such counsel may rely (A) as to
matters involving the application of laws of any jurisdiction other than (i)
the United States or the general corporation laws of the States of Delaware,
and (ii) with respect to Stroock & Stroock & Lavan LLP, the State of New York,
to the extent deemed proper and specified in such opinion, upon the opinion of
other counsel of good standing believed to be reliable and who are satisfactory
to counsel for the Underwriters; and (B) as to matters of fact, to the extent
deemed proper, on certificates of responsible officers of NationsCredit
Commercial or its affiliates and public officials.

(g) The Representative shall have received an opinion
from Jenkens & Gilchrist, a Professional Corporation, special counsel
to the Company, dated the Closing Date, to the effect that:

(i) the Receivables, including the security
interests in the boats and the recreational vehicles, as
applicable, securing the Receivables evidenced by the related
certificates of title, constitute chattel paper pursuant to
the Uniform Commercial Code as in effect in the State of Texas
(the "Texas UCC");

(ii) the UCC-1 financing statement to evidence
sale and assignment of the Depositor Receivables from the
Company to the Trustee (the "Financing Statement") is in
appropriate form for filing in the Office of the Secretary of
State of the State of Texas (the "Filing Office") under the
Texas UCC. Upon the filing of the Financing Statement in the
filing office by the Trustee, the sale of the Depositor
Receivables to the Trustee will be completed. In the event
that a court concludes that the transactions contemplated by
the Pooling and Servicing

-11-
<PAGE> 12
Agreement do not constitute a sale of such Depositor
Receivables, then to the extent that a security interest is
created under the Pooling and Servicing Agreement in favor of
the Trustee in the Depositor Receivables, upon the filing of
the Financing Statement in the Filing Office, the security
interest in favor of the Trustee in the Depositor Receivables
and the proceeds thereof will be perfected and, under the
Texas UCC, no other security interest of any creditor of the
Company will be equal or prior to the security interest in the
Depositor Receivables of the Trustee on behalf of the Trust
for the benefit of the Certificateholders; and

(iii) the UCC-1 financing statement to evidence
sale and assignment of the NCMF Receivables from NCMF to the
Trustee (the "NCMF Financing Statement") is in appropriate
form for filing in the Office of the Secretary of State of the
State of Texas under the Texas UCC. Upon the filing of the
NCMF Financing Statement in the filing office by the Trustee,
the sale of the NCMF Receivables to the Trustee will be
completed. In the event that a court concludes that the
transactions contemplated by the Assignment Agreement do not
constitute a sale of such NCMF Receivables, then to the extent
that a security interest is created under the Assignment
Agreement in favor of the Trustee in the NCMF Receivables,
upon the filing of the NCMF Financing Statement in the Filing
Office, the security interest in favor of the Trustee in the
NCMF Receivables and the proceeds thereof will be perfected
and, under the Texas UCC, no other security interest of any
creditor of the Company will be equal or prior to the security
interest in the NCMF Receivables of the Trustee on behalf of
the Trust for the benefit of the Certificateholders.

(h) The Representative shall have received an opinion
from Hunton & Williams, special counsel to the Company, dated the
Closing Date, to the effect that:

(i) the Depositor Receivables, including the
security interests in the boats and recreational vehicles, as
applicable, securing the Depositor Receivables evidenced by
the related certificates of title, constitute chattel paper
pursuant to the Uniform Commercial Code as in effect in the
State of Georgia (the "Georgia UCC"); and

(ii) the UCC-1 financing statement to evidence
sale and assignment of the Depositor Receivables from
NationsCredit Commercial to the Company (the "Financing
Statement") is in appropriate form for filing in the Office of
the Secretary of State of the State of Georgia (the "Filing
Office") under the Georgia UCC. Upon the filing of the
Financing Statement in the filing office by the Company, the
sale of the Depositor Receivables to the Trustee will be
completed. In the event that a court concludes that the
transactions contemplated by the Pooling and Servicing
Agreement do not constitute a sale of such Depositor
Receivables, then to the extent that a security interest is
created under the Pooling

-12-
<PAGE> 13
and Servicing Agreement in favor of the Trustee in the
Depositor Receivables, upon the filing of the Financing
Statement in the Filing Office, the security interest in favor
of the Trustee in the Depositor Receivables and the proceeds
thereof will be perfected and, under the Georgia UCC, no other
security interest of any creditor of the Company will be equal
or prior to the security interest in the Depositor Receivables
of the Trustee on behalf of the Trust for the benefit of the
Certificateholders.

(i) The Representative shall have received an opinion of
counsel to the Trustee, dated the Closing Date, to the effect that:

(i) the Trustee has been duly incorporated and is
validly existing as a banking corporation under the laws of
the State of New York and has the power and authority to enter
into and to perform all actions required of it under the
Pooling and Servicing Agreement;

(ii) the Pooling and Servicing Agreement has been
duly authorized, executed and delivered by the Trustee, and
constitutes a legal, valid and binding obligation of the
Trustee, enforceable against the Trustee in accordance with
its terms except as such enforceability may be limited by (A)
bankruptcy, insolvency, liquidation, reorganization,
moratorium, conservatorship, receivership or other similar
laws now or hereafter in effect relating to the enforcement of
creditors' rights in general, as such laws would apply in the
event of a bankruptcy, insolvency, liquidation,
reorganization, moratorium, conservatorship, receivership or
similar occurrence affecting the Trustee, and (B) general
principles of equity (regardless of whether such
enforceability is considered in a proceeding in equity or at
law) as well as concepts of reasonableness, good faith and
fair dealing;

(iii) the Certificates have been duly executed on
behalf of the Trust, authenticated and delivered by the
Trustee;

(iv) the execution and delivery of the Pooling and
Servicing Agreement and, on behalf of the Trust, the
Certificates, by the Trustee and the performance by the
Trustee of the terms thereof do not conflict with or result in
a violation of (A) any law or regulation of the United States
or the State of New York governing the banking or trust powers
of the Trustee, or (B) the certificate of incorporation or
articles of association or by-laws of the Trustee; and

(v) no approval, authorization or other action
by, or filing with, any governmental authority of the United
States or the State of New York having jurisdiction over the
banking or trust powers of the Trustee is required in
connection with the execution and delivery by the Trustee of
the Pooling and Servicing Agreement and, on behalf of the
Trust, the Certificates, or the performance by the Trustee
thereunder.

-13-
<PAGE> 14
(j) The Representative shall have received an opinion of
Sidley & Austin, special counsel for the Surety Bond Issuer, dated the
Closing Date, to the effect that:

(i) the Surety Bond Issuer is a New York
domiciled monoline stock insurance company which engages only
in the business of financial guaranty insurance and is duly
incorporated, validly existing, in good standing and licensed
to transact business under the laws of the State of New York
and has the full power and authority (corporate and otherwise)
to issue, and to take all action required of it under, the
Surety Bond;

(ii) the execution, delivery and performance by
the Surety Bond Issuer of the Surety Bond have been duly
authorized by all necessary corporate action on the part of
the Surety Bond Issuer;

(iii) the execution, delivery and performance by
the Surety Bond Issuer of the Surety Bond do not require the
consent or approval of, the giving of notice to, the prior
registration with, or the taking of any other action in
respect of any state or other governmental agency or authority
which has not previously been obtained or effected; provided,
however, the New York State Insurance Law requires that policy
forms and any amendments thereto shall be filed with the
Superintendent of the New York State Insurance Department
within thirty (30) days of their use by the insurer if not
previously so filed;

(iv) the Surety Bond has been duly authorized,
executed and delivered by the Surety Bond Issuer and
constitutes the legally valid and binding obligation of the
Surety Bond Issuer, enforceable in accordance with its terms
subject, as to enforcement, to (a) bankruptcy, reorganization,
insolvency, moratorium and other laws relating to or affecting
the enforcement of creditors' rights generally, including,
without limitation, laws relating to fraudulent transfers or
conveyances, preferences and equitable subordination,
presently or from time to time in effect and general
principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law) and (b) the
qualification that the remedy of specific performance may be
subject to equitable defenses and to the discretion of the
court before which any proceedings with respect thereto may be
brought; and

(v) the Surety Bond is not required to be
registered under the Securities Act of 1933, as amended, in
connection with the offer and sale of the Certificates in the
manner contemplated by the Final Prospectus.

(k) The Surety Bond Issuer shall have furnished to the
Representative a certificate of the Surety Bond Issuer, signed by any
of a Managing Director or General Counsel, dated the Closing Date, to
the effect that the signer of such certificate has

-14-
<PAGE> 15
carefully examined the Registration Statement (excluding any documents
incorporated by reference therein), the Final Prospectus and this
Agreement and that, to the best of his knowledge:

(i) any information with respect to the Surety
Bond Issuer in the Registration Statement or any amendment
thereof (including financial information) at the time it
became effective did not contain any untrue statement of a
material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the
circumstances under which they were made, not misleading;

(ii) any information with respect to the Surety
Bond Issuer in the Final Prospectus, as amended or
supplemented, as of its date and as of the Closing Date, did
not contain any untrue statement of a material fact or omit to
state a material fact necessary in order to make the
statements therein, in the light of the circumstances under
which they were made, not misleading; and

(iii) there has been no change in the financial
condition of the Surety Bond Issuer since December 31, 1996
which would have a material adverse effect on the Surety Bond
Issuer's ability to meet its obligations under the Surety
Bond.

(l) The Company shall have furnished to the
Representative a certificate of the Company, signed by (i) any of the
Chairman of the Board, the President or any Vice President, and (ii)
any of the principal treasury officer, the principal financial officer
or the principal accounting officer of the Company, dated the Closing
Date, to the effect that the signers of such certificate have
carefully examined the Registration Statement (excluding any documents
incorporated by reference therein), the Final Prospectus and this
Agreement and that, to the best of their knowledge:

(i) the representations and warranties of the
Company in this Agreement are true and correct in all material
respects on and as of the Closing Date with the same effect as
if made on the Closing Date and the Company has complied with
all the agreements and satisfied all the conditions on its
part to be performed or satisfied at or prior to the Closing
Date;

(ii) no stop order suspending the effectiveness of
the Registration Statement, as amended, has been issued, and
no proceedings for that purpose have been instituted or
threatened; and

-15-
<PAGE> 16
(iii) since the respective dates as of which
information is given in the Final Prospectus, there has been
no material adverse change in the condition (financial or
other), earnings, business or properties of the Company,
whether or not arising from transactions in the ordinary
course of business, except as set forth in or contemplated in
the Final Prospectus.

(m) On the date hereof and on the Closing Date, Price
Waterhouse LLP and/or any other firm of certified independent public
accountants acceptable to the Representative shall have furnished to
the Representative a letter, dated the date hereof and the date of the
Closing Date, respectively, in form and substance satisfactory to the
Representative, confirming that they are independent accountants
within the meaning of the Act and the Exchange Act and the respective
applicable published rules and regulations thereunder, and stating in
effect that using the assumptions and methodology used by the Company,
all of which shall be described in such letter, they have recalculated
such numbers and percentages set forth in the Final Prospectus as the
Representative may reasonably request and agreed to by Price
Waterhouse LLP, compared the results of their calculations to the
corresponding items in the Final Prospectus, and found each such
number and percentage set forth in the Final Prospectus to be in
agreement with the results of such calculations. To the extent
historical financial information with respect to the Company and/or
historical financial, delinquency or related information with respect
to one or more Servicers is included in the Final Prospectus, such
letter or letters shall also relate to such information.

(n) The Certificates shall have received the rating of
"AAA" from Standard & Poor's Rating Services and "Aaa" from Moody's
Investors Service, Inc.

(o) On or prior to the Closing Date, NationsCredit
Commercial shall have executed the Indemnification Agreement,
substantially in the form of Exhibit A hereto.

(p) Prior to the Closing Date, the Company shall have
furnished to the Representative such further information, certificates
and documents as the Representative may reasonably request.

If any of the conditions specified in this Section 6 shall not
have been fulfilled in all material respects when and as provided in this
Agreement or if any of the opinions and certificates mentioned above or
elsewhere in this Agreement shall not be in all material respects reasonably
satisfactory in form and substance to the Representative and its counsel, this
Agreement and all obligations of the Underwriters hereunder may be canceled at,
or at any time prior to, the Closing Date by the Representative. Notice of
such cancellation shall be given to the Company in writing or by telephone or
telegraph confirmed in writing.

7. Reimbursement of Underwriters' Expenses. If the sale of the
Certificates provided for herein is not consummated because any condition to
the obligations of the Underwriters set forth in Section 6 hereof is not
satisfied or because of any refusal, inability or failure on the part of the
Company to perform any agreement herein or comply with any provision hereof
other than

-16-
<PAGE> 17
by reason of a default by any of the Underwriters, the Company will reimburse
the Underwriters severally upon demand for all out-of-pocket expenses
(including reasonable fees and disbursements of counsel) that shall have been
incurred by them in connection with the proposed purchase and sale of the
Certificates.

8. Indemnification and Contribution.

(a) The Company agrees to indemnify and hold harmless
each Underwriter and each person who controls any Underwriter within the
meaning of either the Act or the Exchange Act against any and all losses,
claims, damages or liabilities, joint or several, to which they or any of them
may become subject under the Act, the Exchange Act or other Federal or state
statutory law or regulation, at common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement for the registration of
the Certificates as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Final Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party for any legal or other expenses
reasonably incurred by it in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that (i) the
Company will not be liable in any such case to the extent that any such loss,
claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished
to the Company by or on behalf of any Underwriter through the Representative
specifically for use in connection with the preparation thereof and (ii) such
indemnity with respect to any Preliminary Prospectus shall not inure to the
benefit of any Underwriter (or any person controlling such Underwriter) from
whom the person asserting any such loss, claim, damage or liability purchased
the Certificates which are the subject thereof if such person did not receive a
copy of the Final Prospectus (or the Final Prospectus as amended or
supplemented) at or prior to the confirmation of the sale of such Certificates
to such person in any case where such delivery is required by the Act and the
untrue statement or omission of a material fact contained in any Preliminary
Prospectus was corrected in the Final Prospectus (or the Final Prospectus as
amended or supplemented). This indemnity agreement will be in addition to any
liability which the Company may otherwise have.

(b) Each Underwriter severally agrees to indemnify and
hold harmless the Company, each of its directors, each of its officers who
signs the Registration Statement, and each person who controls the Company
within the meaning of either the Act or the Exchange Act, to the same extent as
the foregoing indemnity from the Company to each Underwriter, but only with
reference to written information relating to such Underwriter furnished to the
Company by or on behalf of such Underwriter through the Representative
specifically for use in the preparation of the documents referred to in the
foregoing indemnity. This indemnity agreement will be in addition to any
liability which any Underwriter may otherwise have. The Company acknowledges
that the statements set forth under the heading "Underwriting"

-17-
<PAGE> 18
constitute the only information furnished in writing by or on behalf of the
several Underwriters for inclusion in the documents referred to in the
foregoing indemnity, and you, as the Representative, confirm that such
statements are correct.

(c) Promptly after receipt by an indemnified party under
this Section 8 of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under this Section 8, notify the indemnifying party in
writing of the commencement thereof; but the omission so to notify the
indemnifying party will not relieve it from any liability which it may have to
any indemnified party otherwise than under this Section 8. In case any such
action is brought against any indemnified party, and it notifies the
indemnifying party of the commencement thereof, the indemnifying party will be
entitled to participate therein, and, to the extent that it may elect by
written notice delivered to the indemnified party promptly after receiving the
aforesaid notice from such indemnified party, to assume the defense thereof,
with counsel satisfactory to such indemnified party; provided, however, that if
the defendants in any such action include both the indemnified party and the
indemnifying party and the indemnified party shall have reasonably concluded
that there may be legal defenses available to it and/or other indemnified
parties which are different from or additional to those available to the
indemnifying party, the indemnified party or parties shall have the right to
select separate counsel to assert such legal defenses and to otherwise
participate in the defense of such action on behalf of such indemnified party
or parties. Upon receipt of notice from the indemnifying party to such
indemnified party of its election so to assume the defense of such action and
approval by the indemnified party of counsel, the indemnifying party will not
be liable to such indemnified party under this Section 8 for any legal or other
expenses subsequently incurred by such indemnified party in connection with the
defense thereof unless (i) the indemnified party shall have employed separate
counsel in connection with the assertion of legal defenses in accordance with
the proviso to the next preceding sentence (it being understood, however, that
the indemnifying party shall not be liable for the expenses of more than one
separate counsel, approved by the Representative in the case of subparagraph
(a), representing the indemnified parties under subparagraph (a) who are
parties to such action), (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified
party within a reasonable time after notice of commencement of the action or
(iii) the indemnifying party has authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party; and except that if
clause (i) or (iii) is applicable, such liability shall be only in respect of
the counsel referred to in such clause (i) or (iii). After such notice from
the indemnifying party to such indemnified party, the indemnifying party will
not be liable for the costs and expenses of any settlement of such action
effected by such indemnified party without the consent of the indemnifying
party, which will not be unreasonably withheld, unless such indemnifying party
waived its rights under this Section 8 in writing in which case the indemnified
party may effect such a settlement without such consent. No indemnifying party
may avoid its duty to indemnify under this Section 8 if such indemnifying party
shall, without the prior written consent of the indemnified party, effect any
settlement or compromise of or consent to the entry of any judgment in, any
pending or threatened action in respect of which any indemnified party is or
could have been a party and indemnity could have been sought hereunder by such
indemnified party unless such settlement

-18-
<PAGE> 19
includes an unconditional release of such indemnified party from all liability
on all claims that are the subject matter of such action. An indemnifying
party shall not be liable for any settlement of any claim effected without its
consent unless its right to consent under this Section 8 has been waived in
writing

(d) To provide for just and equitable contribution in
circumstances in which the indemnification provided for in paragraph (a) or (b)
of this Section 8 is due in accordance with its terms but is for any reason
held by a court to be unavailable from the Company or the Underwriters on the
grounds of policy or otherwise, the Company and the Underwriters shall
contribute to the aggregate losses, claims, damages and liabilities (including
legal or other expenses reasonably incurred in connection with investigating or
defending same) to which the Company and one or more of the Underwriters may be
subject, in such proportion so that the Underwriters are responsible for that
portion represented by the percentage that the underwriting discount bears to
the sum of such discount and the purchase price of the Certificates specified
in Schedule I hereto and the Company is responsible for the balance; provided,
however, that in no case shall any Underwriter (except as may be provided in
any agreement among underwriters relating to the offering of the Certificates)
be responsible for any amount in excess of the underwriting discount applicable
to the Certificates purchased by such Underwriter hereunder.

Notwithstanding anything to the contrary in this paragraph (d), no
person guilty of fraudulent misrepresentation (within the meaning of Section
11(f) of the Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation. For purposes of this Section 8,
each person who controls an Underwriter within the meaning of either the Act or
the Exchange Act shall have the same rights to contribution as such
Underwriter, and each person who controls the Company within the meaning of
either the Act or the Exchange Act, each officer of the Company who shall have
signed the Registration Statement and each director of the Company shall have
the same rights to contribution as the Company, subject in each case to the
preceding sentence of this paragraph (d). Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this paragraph (d), notify such
party or parties from whom contribution may be, sought, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this paragraph (d).

9. Default by an Underwriter. If any one or more Underwriters
shall fail to purchase and pay for any of the Marine Certificates agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the
amount of Marine Certificates set forth opposite their names in Schedule I
hereto bear to the aggregate amount of Marine Certificates set forth opposite
the names of all the remaining Underwriters) the Marine Certificates which the

-19-
<PAGE> 20
defaulting Underwriter or Underwriters agreed but failed to purchase; provided,
however, that in the event that the aggregate amount of Marine Certificates
which the defaulting Underwriter or Underwriters agreed but failed to purchase
shall exceed 10% of the aggregate amount of Marine Certificates set forth in
Schedule I hereto, the remaining Underwriters shall have the right to purchase
all, but shall not be under any obligation to purchase any, of the Marine
Certificates, and if such nondefaulting Underwriters do not purchase all the
Marine Certificates, this Agreement will terminate without liability to any
nondefaulting Underwriter or the Company. If any one or more Underwriters
shall fail to purchase and pay for any of the RV Certificates agreed to be
purchased by such Underwriter or Underwriters hereunder and such failure to
purchase shall constitute a default in the performance of its or their
obligations under this Agreement, the remaining Underwriters shall be obligated
severally to take up and pay for (in the respective proportions which the
amount of RV Certificates set forth opposite their names in Schedule I hereto
bear to the aggregate amount of RV Certificates set forth opposite the names of
all the remaining Underwriters) the RV Certificates which the defaulting
Underwriter or Underwriters agreed but failed to purchase; provided, however,
that in the event that the aggregate amount of RV Certificates which the
defaulting Underwriter or Underwriters agreed but failed to purchase shall
exceed 10% of the aggregate amount of RV Certificates set forth in Schedule I
hereto, the remaining Underwriters shall have the right to purchase all, but
shall not be under any obligation to purchase any, of the RV Certificates, and
if such nondefaulting Underwriters do not purchase all the RV Certificates,
this Agreement will terminate without liability to any nondefaulting
Underwriter or the Company. In the event of a default by any Underwriter as
set forth in this Section 9, the Closing Date shall be postponed for such
period, not exceeding seven days, as the Representative shall determine in
order that the required changes in the Registration Statement and the Final
Prospectus or in any other documents or arrangements may be effected. Nothing
contained in this Agreement shall relieve any defaulting Underwriter of its
liability, if any, to the Company and any nondefaulting Underwriter for damages
occasioned by its default hereunder.

10. Termination. This Agreement shall be subject to termination
in the absolute discretion of the Representative, by notice given to the
Company prior to delivery of and payment for the Certificates, if prior to such
time (i) trading in securities generally on the New York Stock Exchange shall
have been suspended or limited or minimum prices shall have been established on
such Exchange, or (ii) there shall have occurred any outbreak or material
escalation of hostilities or other calamity or crisis the effect of which on
the financial markets of the United States is such as to make it, in the
judgment of the Representative, impracticable to market the Certificates.

11. Representations and Indemnities to Survive. The respective
agreements, representations, warranties, indemnities and other statements of
the Company or its officers and of the Underwriters set forth in or made
pursuant to this Agreement will remain in full force and effect, regardless of
any investigation made by or on behalf of any Underwriter or the Company or any
of the officers, directors or controlling persons referred to in Section 8
hereof, and will survive delivery of and payment for the Certificates. The
provisions of Section 7 and 8 hereof and this Section 11 shall survive the
termination or cancellation of this Agreement.

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<PAGE> 21
12. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representative, will be mailed,
delivered or telegraphed to NationsBanc Montgomery Securities, Inc.,
NationsBank Corporate Center, NC1-007-10-07, 100 North Tryon Street, Charlotte,
North Carolina 28255, Attention: Russell C. Albers, Managing Director, and to
any other Representative at such address, if any, as is specified in writing to
the Company for notices hereunder; or, if sent to the Company, will be mailed,
delivered or telegraphed and confirmed to NationsCredit Commercial Corporation
of America, 225 E. John Carpenter Freeway, Irving, Texas 75062-2731, Attention:
Lawrence Angelilli, Vice President, with a copy to: NationsCredit Commercial
Corporation, One Canterbury Green, 201 Broad Street, Stamford, Connecticut
06901, Attention: John Stockton, General Counsel.

13. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 8 hereof,
and no other person will have any right or obligation hereunder.

14. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.

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<PAGE> 22
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among the Company and the several Underwriters.

Very truly yours,

NATIONSCREDIT SECURITIZATION
CORPORATION

By:/s/ LAWRENCE ANGELILLI
-----------------------------
Lawrence Angelilli
President

The foregoing Agreement is
hereby confirmed and accepted
as of the date first written
above.

NATIONSBANC MONTGOMERY SECURITIES, INC.,
as Representative

By: NATIONSBANC MONTGOMERY SECURITIES, INC.

By: /s/ RUSSEL C. ALBERS
-----------------------------
Russell C. Albers
Managing Director

For themselves and as Representative
for the other several Underwriters,
if any named in Schedule I to the
foregoing Agreement

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<PAGE> 23
SCHEDULE I

<TABLE>
<CAPTION>
Principal Amount of
Marine Certificates
Underwriter to be Purchased
- ----------- -------------------
<S> <C>
NationsBanc Montgomery Securities, Inc. . . $ 60,401,859.96
Salomon Brothers Inc. . . . . . . . . . . . $ 60,401,859.96
----------------
Total . . . . . . . . . . . . . . $ 120,803,719.92
</TABLE>

<TABLE>
<CAPTION>
Principal Amount
of RV Certificates
Underwriter to be Purchased
- ----------- ------------------
<S> <C>
NationsBanc Montgomery Securities, Inc. . . $ 24,193,267.62
Salomon Brothers Inc. . . . . . . . . . . . $ 24,193,267.62
----------------
Total . . . . . . . . . . . . . . $ 48,386,535.24
</TABLE>

-23-
<PAGE> 24
EXHIBIT A

INDEMNIFICATION AGREEMENT

This Indemnification Agreement is entered into between
NationsCredit Commercial Corporation of America, a North Carolina corporation
("NationsCredit"), and NationsBanc Montgomery Securities, Inc., in its
individual capacity and as representative of the underwriters identified on
Schedule I hereto (collectively, the "Underwriters"), dated as of October 16,
1997.

The Underwriters and NationsCredit Securitization Corporation,
a Delaware corporation (the "Company"), have entered into an Underwriting
Agreement (the "Underwriting Agreement"), dated as of October 16, 1997,
providing for the sale by the Company to the Underwriters of the 6.35% Marine
Receivable-Backed Certificates (the "Marine Certificates") and the 6.25% RV
Receivable-Backed Certificates (the "RV Certificates" and together with the
Marine Certificates, the "Certificates") of the NationsCredit Grantor Trust
1997-2 (the "Trust"). The Marine Certificates represent beneficial interests
in a pool of marine retail installment sale contracts secured by new and used
boats, boat motors and boat trailers (the "Marine Receivables") and the RV
Certificates represent beneficial interests in a pool of recreational vehicle
installment sale contracts secured by new and used recreational vehicles (the
"RV Receivables" and together with the Marine Receivables, the "Receivables"),
sold by NationsCredit to the Company pursuant to the Purchase Agreement (the
"Purchase Agreement"), dated as of September 30, 1997, and certain monies
received on or after September 30, 1997, security interests in the boats and
marine equipment financed by the Marine Contract Group, security interests in
the recreational vehicles financed by the RV Contract Group, an irrevocable
surety bond, limited in amount, covering certain payments under the Receivables
(the "Surety Bond"), issued by Capital Markets Assurance Corporation (the
"Surety Bond Issuer"), such amounts as from time to time may be held in one or
more trust accounts which will be established and maintained by the Servicer
pursuant to the Pooling and Servicing Agreement (as defined below), the rights
of the Company under that certain Purchase Agreement dated as of September 30,
1997 between the Company and NationsCredit, the rights of NationsCredit Marine
Funding Corporation ("NCMF") to cause NationsCredit to repurchase the NCMF
Receivables upon the breach of certain representations and warranties, the
proceeds from any recourse rights of NCMF or the Company against any seller of
new and used boats, boat motors and boat trailers financed by the Receivables
pursuant to any agreement with a Dealer, the right to proceeds from claims on
physical damage, credit life and disability insurance policies relating to the
Receivables, and any property that shall have secured a Receivable and that
shall have been acquired by the Trustee. The Certificates will be issued
pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of September 30, 1997, among the Company as Depositor,
NationsCredit as Servicer and Bankers Trust Company as Trustee. This
Indemnification Agreement is being entered into by the parties hereto as a
condition to the execution of Underwriting Agreement and to induce the
Underwriters to execute the same.

<PAGE> 25
Capitalized terms used but not defined herein shall have the meanings ascribed
thereto in the Underwriting Agreement.

1. Indemnification. (a) NationsCredit agrees to indemnify and
hold harmless each Underwriter and each person who controls any Underwriter
within the meaning of either the Act or the Exchange Act against any and all
losses, claims, damages or liabilities, joint or several, to which they or any
of them may become subject under the Act, the Exchange Act or other Federal or
state statutory law or regulation, at common law or otherwise, insofar as such
losses, claims damages or liabilities (or actions in respect thereof) arise out
of or are based upon any untrue statement or alleged untrue statement of a
material fact contained in the Registration Statement for the registration of
the Certificates as originally filed or in any amendment thereof, or in any
Preliminary Prospectus or the Final Prospectus, or in any amendment thereof or
supplement thereto, or arise out of or are based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, and agrees to
reimburse each such indemnified party for any legal or other expenses
reasonably incurred by it in connection with investigating or defending any
such loss, claim, damage, liability or action; provided, however, that (i)
NationsCredit will not be liable in any such case to the extent that any such
loss, claim, damage or liability arises out of or is based upon any such untrue
statement or alleged untrue statement or omission or alleged omission made
therein in reliance upon and in conformity with written information furnished
to the Company or NationsCredit by or on behalf of any Underwriter through the
Representatives specifically for use in connection with the preparation thereof
and (ii) such indemnity with respect to any Preliminary Prospectus shall not
inure to the benefit of any Underwriter (or any person controlling such
Underwriter) from whom the person asserting any such loss, claim. damage or
liability purchased the Certificates which are the subject thereof if such
person did not receive a copy of the Final Prospectus (or the Final Prospectus
as amended or supplemented) at or prior to the confirmation of the sale of such
Certificates to such person in any case where such delivery is required by the
Act and the untrue statement or omission of a material fact contained in any
Preliminary Prospectus was corrected in the Final Prospectus (or the Final
Prospectus as amended or supplemented). This indemnity agreement will be in
addition to any liability which NationsCredit may otherwise have.

(b) Each Underwriter severally agrees to indemnify and hold
harmless NationsCredit, each of its directors, and each person who controls
NationsCredit within the meaning of either the Act or the Exchange Act, to the
same extent as the foregoing indemnity from NationsCredit to each Underwriter,
but only with reference to written information relating to such Underwriter
furnished to the Company or NationsCredit by or on behalf of such Underwriter
through the Representatives specifically for use in the preparation of the
documents referred to in the foregoing indemnity. This indemnity agreement
will be in addition to any liability which any Underwriter may otherwise have.
NationsCredit acknowledges that the statements set forth under the heading
"Underwriting" constitute the only information furnished in writing by or on
behalf of the several Underwriters for inclusion in the documents referred to
in the foregoing indemnity, and the Representatives confirm that such
statements are correct.

-25-
<PAGE> 26
(c) Promptly after receipt by an indemnified party under this
Indemnification Agreement of notice of the commencement of any action, such
indemnified party will, if a claim in respect thereof is to be made against the
indemnifying party under this Indemnification Agreement, notify the
indemnifying party in writing of the commencement thereof; but the omission so
to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party otherwise than under this Indemnification
Agreement. In case any such action is brought against any indemnified party,
and it notifies the indemnifying party of the commencement thereof, the
indemnifying party will be entitled to participate therein, and, to the extent
that it may elect by written notice delivered to the indemnified party promptly
after receiving the aforesaid notice from such indemnified party, to assume the
defense thereof, with counsel satisfactory to such indemnified party; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have
reasonably concluded that there may be legal defenses available to it and/or
other indemnified parties which are different from or additional to those
available to the indemnifying party, the indemnified party or parties shall
have the light to select separate counsel to assert such legal defenses and to
otherwise participate in the defense of such action on behalf of such
indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of its election so to assume the defense of
such action and approval by the indemnified party of counsel, the indemnifying
party will not be liable to such indemnified party under this Indemnification
Agreement for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in connection with the
assertion of legal defenses in accordance with the proviso to the next
preceding sentence (it being understood, however, that the indemnifying party
shall not be liable for the expenses of more than one separate counsel,
approved by the Representatives in the case of subparagraph (a) and approved by
NationsCredit in the case of subparagraph (b), representing the indemnified
parties under Subparagraph (a) who are parties to such action), (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action or (iii) the indemnifying party has
authorized the employment of counsel for the indemnified party at the expense
of the indemnifying party; and except that if clause (i) or (iii) is
applicable, such liability shall be only in respect of the counsel referred to
in such clause (i) or (iii). After such notice from the indemnifying party to
such indemnified party, the indemnifying party will not be liable for the costs
and expenses of any settlement of such action effected by such indemnified
party without the consent of the indemnifying party, which will not be
unreasonably withheld, unless such indemnifying party waived its rights under
this Indemnification Agreement in writing in which case the indemnified party
may effect such a settlement without such consent. No indemnifying party may
avoid its duty to indemnify under this Indemnification Agreement if such
indemnifying party shall, without the prior written consent of the indemnified
party, effect any settlement or compromise of, or consent to the entry of any
judgment in, any pending or threatened action in respect of which any
indemnified party is or could have been a party and indemnity could have been
sought hereunder by such indemnified party unless such settlement includes an
unconditional release of such indemnified party from all liability on all
claims that are the subject matter of such action. An indemnifying party shall
not be liable for any settlement of any claim effected without its

-26-
<PAGE> 27
consent unless its right to consent under this Indemnification Agreement has
been waived in writing.

2. Contribution. To provide for just and equitable contribution
in circumstances in which the indemnification provided for in Section l (a) or
l (b) of this Indemnification Agreement is due in accordance with its terms but
is for any a reason held by a court to be unavailable from NationsCredit or the
Underwriters on the grounds of policy or otherwise, NationsCredit and the
Underwriters shall a contribute to the aggregate losses, claims, damages and
liabilities (including legal or other expenses reasonably incurred in
connection with investigating or defending same) to which NationsCredit and one
or more of the Underwriters may be subject, in such proportion so that the
Underwriters are responsible for that portion represented by the percentage
that the underwriting discount bears to the sum of such discount and the
purchase price of the Certificates specified in Schedule I hereto and
NationsCredit is responsible for the balance; provided, however, that in no
case shall any Underwriter (except as may be provided in any agreement among
underwriters relating to the offering of the Certificates) be responsible for
any amount in excess of the underwriting discount applicable to the
Certificates purchased by such Underwriter hereunder.

Notwithstanding anything to the contrary in this Section 2, no person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Act) shall be entitled to contribution from any person who was not guilty
of such fraudulent misrepresentation. For purposes of this Indemnification
Agreement, each person who controls an Underwriter within the meaning of either
the Act or the Exchange Act shall have the same rights to contribution as such
Underwriter, and each person who controls NationsCredit within the meaning of
either the Act or the Exchange Act and each director of NationsCredit shall
have the same rights to contribution as NationsCredit, subject in each case to
the preceding sentence of this Section 2. Any party entitled to contribution
will, promptly after receipt of notice of commencement of any action, suit or
proceeding against such party in respect of which a claim for contribution may
be made against another party or parties under this Section 2, notify such
party or parties from whom contribution may be sought, but the omission to so
notify such party or parties shall not relieve the party or parties from whom
contribution may be sought from any other obligation it or they may have
hereunder or otherwise than under this Section 2.

3. No Termination. NationsCredit agrees that it shall not
terminate, amend or modify the Purchase Agreement or the Pooling and Servicing
Agreement or in each case any portion thereof without the prior written consent
of each Underwriter.

4. Notices. All communications hereunder will be in writing and
effective only on receipt, and, if sent to the Representatives, will be mailed,
delivered or telegraphed to NationsBanc Montgomery Securities, Inc.,
NationsBank Corporate Center, NC1-007-10-07, 100 North Tryon Street, Charlotte,
North Carolina 28255, Attention: Russell C. Albers, Managing Director, and to
any other Representative at such address, if any, as is specified in writing to
NationsCredit for notices hereunder; or, if sent to NationsCredit, will be
mailed, delivered or telegraphed and confirmed to it at NationsCredit
Commercial Corporation of America, 225 E.

-27-
<PAGE> 28
John Carpenter Freeway, Irving, Texas 75062-2731, Attention: Lawrence
Angelilli, Vice President, with a copy to: NationsCredit Corporation, One
Canterbury Green, 201 Broad Street, Stamford, Connecticut 06901, Attention:
John Stockton, General Counsel.

5. Successors. This Agreement will inure to the benefit of and
be binding upon the parties hereto and their respective successors and the
officers and directors and controlling persons referred to in Section 1 hereof,
and no other person will have any right or obligation hereunder.

6. APPLICABLE LAW. THIS AGREEMENT WILL BE GOVERNED BY AND
CONSTRUED WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING
EFFECT TO PRINCIPLES OF CONFLICT OF LAWS.

7. Counterparts. This Indemnification Agreement may be executed
in any number of counterparts, each of which when so executed shall be deemed
to be an original, but all of such counterparts shall together constitute one
instrument.

-28-
<PAGE> 29
If the foregoing is in accordance with your understanding of our
agreement, please sign and return to us the enclosed duplicate hereof,
whereupon this letter and your acceptance shall represent a binding agreement
among NationsCredit and the several Underwriters.

NATIONSCREDIT COMMERCIAL
CORPORATION OF AMERICA

By:
--------------------------------------
Lawrence Angelilli
Vice President

NATIONSBANC MONTGOMERY SECURITIES, INC.,
as Representative

By: NATIONSBANC MONTGOMERY SECURITIES,
INC.

By:
--------------------------------------
Russell C. Albers
Managing Director

-29-
<PAGE> 30
SCHEDULE I

Underwriters

NationsBanc Montgomery Securities, Inc.
Salomon Brothers Inc

-30-

<PAGE> 1
EXHIBIT 4.1

EXECUTION COPY

NATIONSCREDIT SECURITIZATION CORPORATION,
Depositor,

NATIONSCREDIT COMMERCIAL CORPORATION OF AMERICA,
Servicer,

and

BANKERS TRUST COMPANY,
Trustee and Collateral Agent.

POOLING AND SERVICING AGREEMENT
Dated as of September 30, 1997

$169,190,255.16
NationsCredit Grantor Trust 1997-2

$120,803,719.92
6.35% Marine Receivable-Backed Certificates

$48,386,535.24
6.25% RV Receivable-Backed Certificates
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLE I

SECTION 1.1. CREATION OF TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE II

SECTION 2.1. CONVEYANCE OF DEPOSITOR RECEIVABLES AND NCMF RECEIVABLES . . . . . . . . . . . . . . . . . . . . . . . 1

SECTION 2.2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE III

SECTION 3.1. SURETY BOND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE IV

SECTION 4.1. ACCEPTANCE BY TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE V

SECTION 5.1. INCORPORATION OF STANDARD TERMS AND CONDITIONS OF AGREEMENT . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE VI

SECTION 6.1. SPECIAL DEFINITIONS AND TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE VII

SECTION 7.1. ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE DEPOSITOR . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE VIII

SECTION 8.1. NATIONSCREDIT COMMERCIAL NOT TO RESIGN AS SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . 6

ARTICLE IX

SECTION 9.1. AGENTS FOR SERVICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

ARTICLE X

[RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SCHEDULE A-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SCHEDULE A-2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SCHEDULE B-1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE XI

DEFINITIONS

SECTION 11.1. DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
SECTION 11.2. USAGE OF TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 11.3. CUTOFF DATE AND RECORD DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
SECTION 11.4. SECTION REFERENCES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE XII

THE RECEIVABLES

SECTION 12.1. REPRESENTATIONS AND WARRANTIES OF DEPOSITOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 12.2. REPURCHASE UPON BREACH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
</TABLE>
<PAGE> 3
<TABLE>
<S> <C> <C>
SECTION 12.3. CUSTODY OF RECEIVABLE FILES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 12.4. DUTIES OF SERVICER AS CUSTODIAN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 12.5. INSTRUCTIONS; AUTHORITY TO ACT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 12.6. CUSTODIAN'S INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 12.7. EFFECTIVE PERIOD AND TERMINATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20

ARTICLE XIII

ADMINISTRATION AND SERVICING OF RECEIVABLES

SECTION 13.1. DUTIES OF SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 13.2. COLLECTION OF RECEIVABLES PAYMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 13.3. REALIZATION UPON RECEIVABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 13.4. PHYSICAL DAMAGE INSURANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 13.5. MAINTENANCE OF SECURITY INTERESTS IN BOATS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 13.6. COVENANTS OF SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 13.7. PURCHASE OF RECEIVABLES UPON BREACH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 13.8. MARINE MARINE SERVICING FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 13.8A. MONTHLY RV SERVICING FEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
SECTION 13.9. SERVICER'S CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 13.10. ANNUAL STATEMENT AS TO COMPLIANCE; NOTICE OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 13.11. ANNUAL INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S REPORT . . . . . . . . . . . . . . . . . . . . . 24
SECTION 13.12. ACCESS TO CERTAIN DOCUMENTATION AND INFORMATION REGARDING RECEIVABLES . . . . . . . . . . . . . . 25
SECTION 13.13. SERVICER EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 13.14. APPOINTMENT OF SUB-SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 13.15. REPRESENTATIONS AND WARRANTIES OF THE SERVICER WITH RESPECT TO THE RECEIVABLES . . . . . . . . . . 25

ARTICLE XIV

DISTRIBUTIONS: STATEMENTS TO CERTIFICATEHOLDERS

SECTION 14.1. MARINE ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 14.1A. RV ACCOUNTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 14.1B. ACCOUNT PROPERTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 14.2. MARINE COLLECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
SECTION 14.2A. RV COLLECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 14.3. APPLICATION OF MARINE COLLECTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 14.4. ADDITIONAL DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 14.5. DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 14.5A. RV DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 14.6. NET DEPOSITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 14.7. STATEMENTS TO MARINE CERTIFICATEHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 14.7A. STATEMENTS TO RV CERTIFICATEHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE XIV A

THE SURETY BOND

SECTION 14A.1 THE SURETY BOND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 14A.2 PREFERENCE EVENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
SECTION 14A.3 SURRENDER OF SURETY BOND. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 14A.4 REPLACEMENT SURETY BOND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
ARTICLE XV

THE CERTIFICATES

SECTION 15.1. THE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 15.2. AUTHENTICATION OF CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 15.3. REGISTRATION OF TRANSFER AND EXCHANGE OF CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 15.4. MUTILATED, DESTROYED, LOST OR STOLEN CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 15.5. PERSONS DEEMED OWNERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 15.6. ACCESS TO LIST OF CERTIFICATEHOLDERS NAMES AND ADDRESSES . . . . . . . . . . . . . . . . . . . . . 46
SECTION 15.7. MAINTENANCE OF OFFICE OR AGENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 15.8. BOOK-ENTRY CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 15.9. NOTICES TO CLEARING AGENCY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 15.10. DEFINITIVE CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE XVI

THE DEPOSITOR

SECTION 16.1. REPRESENTATIONS OF DEPOSITOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 16.2. LIABILITY OF DEPOSITOR; INDEMNITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 16.3. MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF DEPOSITOR . . . . . . . . . . . . . 51
SECTION 16.4. LIMITATION ON LIABILITY OF DEPOSITOR AND OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 16.5. DEPOSITOR MAY OWN CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
SECTION 16.6. DEPOSITOR'S INTEREST IN RESERVE ACCOUNTS; NO TRANSFER . . . . . . . . . . . . . . . . . . . . . . . 52

ARTICLE XVII

THE SERVICER

SECTION 17.1. REPRESENTATIONS OF SERVICER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52
SECTION 17.2. LIABILITY OF SERVICER; INDEMNITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
SECTION 17.3. MERGER OR CONSOLIDATION OF. OR ASSUMPTION OF THE OBLIGATIONS OF THE SERVICER . . . . . . . . . . . 55
SECTION 17.4. LIMITATION ON LIABILITY OF SERVICER AND OTHERS . . . . . . . . . . . . . . . . . . . . . . . . . . 56

ARTICLE XVIII

DEFAULT

SECTION 18.1. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56
SECTION 18.2. APPOINTMENT OF SUCCESSOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 18.3. NOTIFICATION TO CERTIFICATEHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 18.4. WAIVER OF PAST DEFAULTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59

ARTICLE XIX

THE TRUSTEE

SECTION 19.1. DUTIES OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 19.2 TRUSTEE'S CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
SECTION 19.3. TRUSTEE'S ASSIGNMENT OF PURCHASED RECEIVABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 19.4. CERTAIN MATTERS AFFECTING TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 19.5. TRUSTEE NOT LIABLE FOR CERTIFICATES OR RECEIVABLES . . . . . . . . . . . . . . . . . . . . . . . . 63
SECTION 19 .6. TRUSTEE MAY OWN CERTIFICATES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 19.7. TRUSTEE'S FEES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 19.8. REPRESENTATIONS AND WARRANTIES OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 19.9. ELIGIBILITY REQUIREMENTS FOR TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 19.10. RESIGNATION OR REMOVAL OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
</TABLE>
<PAGE> 5
<TABLE>
<S> <C> <C>
SECTION 19.11. SUCCESSOR TRUSTEE AND COLLATERAL AGENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 19.12. MERGER OR CONSOLIDATION OF TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
SECTION 19.13. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . 67

ARTICLE XX

TERMINATION

SECTION 20.1. TERMINATION OF THE TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
SECTION 20.2. OPTIONAL PURCHASE OF ALL MARINE RECEIVABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
SECTION 20.2A. OPTIONAL PURCHASE OF ALL RV RECEIVABLES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

ARTICLE XXI

MISCELLANEOUS PROVISIONS

SECTION 21.1. AMENDMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71
SECTION 21.2. PROTECTION OF TITLE TO TRUST . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
SECTION 21.3. LIMITATION ON RIGHTS OF CERTIFICATEHOLDERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
SECTION 21.4. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 21.5. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
SECTION 21.6. SEVERABILITY OF PROVISIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 21.7. ASSIGNMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 21.8. CERTIFICATES NONASSESSABLE AND FULLY PAID . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 21.9. NO PETITION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 21.10. SURETY BOND ISSUER AS CONTROLLING PARTY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
SECTION 21.11. INDEMNIFICATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
EXHIBIT A: FORM OF SURETY BOND . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
EXHIBIT B-1: FORM OF MARINE CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
EXHIBIT B-2: FORM OF RV CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
EXHIBIT C: FORM OF DEPOSITORY AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
EXHIBIT D-1: MONTHLY SERVICER REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
EXHIBIT D-2: MONTHLY SERVICER REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
EXHIBIT E-1: MARINE CERTIFICATEHOLDER STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
EXHIBIT E-2: RV CERTIFICATEHOLDER STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
EXHIBIT F: TRUSTEE'S CERTIFICATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
EXHIBIT G FORM OF ASSIGNMENT AGREEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
</TABLE>
<PAGE> 6
This Pooling and Servicing Agreement, dated as of September
30, 1997, is made with respect to the formation of the NationsCredit Grantor
Trust 1997-2, among NATIONSCREDIT SECURITIZATION CORPORATION, a Delaware
corporation, as Depositor (the "Depositor"), NATIONSCREDIT COMMERCIAL
CORPORATION OF AMERICA, a North Carolina corporation, as Servicer
("NationsCredit Commercial" or the "Servicer"), and BANKERS TRUST COMPANY, as
Trustee (the "Trustee") and as Collateral Agent (the "Collateral Agent").

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

ARTICLE I

SECTION 1.1. Creation of Trust. Upon the execution of this
Agreement by the parties hereto, there is hereby created the NationsCredit
Grantor Trust 1997-2.

ARTICLE II

SECTION 2.1. Conveyance of Depositor Receivables and NCMF
Receivables. (a) In consideration of the Trustee's delivery, on behalf of the
Trust, to or upon the order of the Depositor, of Marine Certificates in an
aggregate initial principal amount equal to $120,803,719.92 and RV Certificates
in an aggregate initial principal amount equal to $48,386,535.24 (the sum of
such principal being, the "Purchase Price"), the Depositor does hereby sell,
transfer, assign and otherwise convey to the Trustee, in trust for the benefit
of the Certificateholders and the Surety Bond Issuer, without recourse:

(i) all right, title and interest of the
Depositor in and to the Depositor Receivables and all payments
received thereunder after the Cutoff Date;

(ii) all right, title and interest of the
Depositor in the security interests in the Boats or RVs
related to Depositor Receivables granted by Obligors pursuant
to the Depositor Receivables;

(iii) all right, title and interest of the
Depositor in, to and under the Purchase Agreement, including
the right of the Depositor to cause NationsCredit Commercial
to repurchase Depositor Receivables from the Depositor under
certain circumstances;

(iv) all right, title and interest of the
Depositor in any proceeds from claims on any physical damage,
credit life or disability insurance policies covering Boats,
RVs or Obligors related to Depositor Receivables;

(v) the interest of the Depositor in any proceeds
from recourse to Dealers on Depositor Receivables; and
<PAGE> 7
(vi) any proceeds of the foregoing.

The Depositor intends that the assignment and transfer herein
contemplated constitute a sale of the Depositor Receivables, conveying good
title thereto free and clear of any liens and encumbrances, from the Depositor
to the Trustee and that such property not be part of the Depositor's estate or
property of the Depositor in the event of any insolvency by the Depositor and
the Trustee acquiesces in such characterization. In the event that such
conveyance is deemed to be, or to be made as security for, a loan, the
Depositor hereby grants to the Trustee a first priority perfected security
interest in all of the Depositor's right, title and interest in and to the
Receivables and the other property purported to be conveyed hereby, and this
Agreement shall constitute a security agreement under applicable law.

(b) As additional consideration for the payment of the
Purchase Price, the Depositor shall (i) pay on behalf of the Trust to
NationsCredit Marine the Purchase Price (as defined in the Assignment) in
immediately available funds and (ii) cause NationsCredit Marine, pursuant to
the Assignment, on the date hereof to sell, transfer, assign and otherwise
convey to the Trustee, in trust for the benefit of the Certificateholders and
the Surety Bond Issuer, without recourse:

(i) all right, title and interest of
NationsCredit Marine in and to the NCMF Receivables and all
payments received thereunder after the Cutoff Date,

(ii) all right, title and interest of
NationsCredit Marine in the security interests in the Boats
related to NCMF Receivables granted by Obligors pursuant to
the NCMF Receivables,

(iii) the right, title and interest of
NationsCredit Marine pursuant to Section 1.7 of the Purchase
and Sale Agreement to cause NationsCredit Commercial to
repurchase NCMF Receivables from NationsCredit Marine for
breaches of the representations and warranties contained in
paragraphs (h) or (i) of Exhibit II to the Purchase and Sale
Agreement; provided that paragraph (i) shall be limited to
paragraphs (iii), (vi), (xiii) and (xxiii) of the definition
of Eligible Receivable (as such term is defined in the
Purchase and Sale Agreement),

(iv) all right, title and interest of
NationsCredit Marine in any proceeds from claims on any
physical damage, credit life or disability insurance policies
covering Boats related to NCMF Receivables or Obligors related
to NCMF Receivables,

(v) all right, title and interest of
NationsCredit Marine in any proceeds from recourse to Dealers
on NCMF Receivables, and

(vi) any proceeds of the foregoing.

2
<PAGE> 8

The payment of the Purchase Price (as defined in the Assignment) by
the Depositor as set forth in Section 2.1 (b) shall be at the direction of the
Trustee on behalf of the Trust.

SECTION 2.2 The Trustee agrees to hold any amounts received
in respect of the Receivables and allocable to late payment and extension fees,
administrative charges in trust for the benefit of the Depositor and agrees to
promptly remit any such amounts to the Depositor upon receipt thereof as
directed in writing in the relevant Servicer's Certificate.

ARTICLE III

SECTION 3.1. Surety Bond. The Servicer shall, simultaneously
with the execution and delivery of this Agreement, obtain the Surety Bond for
the benefit of the Trust in accordance with the respective terms thereof and
deliver it to the Trustee.

ARTICLE IV

SECTION 4.1. Acceptance by Trustee. The Trustee does hereby
accept all consideration conveyed by the Depositor pursuant to Section 2.1 and
by NationsCredit Marine pursuant to the Assignment, and declares that the
Trustee shall hold such consideration and the Surety Bond and any proceeds of
any draws thereunder upon the trusts herein set forth for the benefit of all
present and future Certificateholders, subject to the terms and provisions of
this Agreement.

ARTICLE V

SECTION 5.1. Incorporation of Standard Terms and Conditions
of Agreement. This Agreement does hereby incorporate by reference the Standard
Terms and Conditions of Agreement for the NationsCredit Grantor Trust 1997-2
dated as of September 30, 1997 (the "Standard Terms and Conditions of
Agreement"), in the form attached hereto.

ARTICLE VI

SECTION 6.1. Special Definitions and Terms. Whenever used in
the Standard Terms and Conditions of Agreement and in this Agreement, the
following words and phrases shall have the following meanings:

The "Assignment" is the Assignment Agreement dated as of
September 30, 1997 between NationsCredit Marine and the Trustee, substantially
in the form of Exhibit G.

"Avoided Payment" shall have the meaning set forth in Section
14A.2 of the Standard Terms and Conditions.

3
<PAGE> 9
The "Corporate Trust Office" at the date of the execution
hereof is located at: Bankers Trust Company, Four Albany Street, 10th Floor,
New York, New York 10006, Attn: Corporate Trust and Agency Group.

The "Cutoff Date" shall be the close of business on September
30, 1997.

The first "Distribution Date" shall be November 17, 1997.

"Final Order" shall have the meaning set forth in Section
14A.2 of the Standard Terms and Conditions.

"Final Scheduled Marine Distribution Date" means April 15,
2014.

"Final Scheduled RV Distribution Date" means November 15,
2013.

"Insolvency Proceeding" means the commencement, after the
Closing Date, of any bankruptcy, insolvency, readjustment of debt,
reorganization, marshalling of assets and liabilities or similar proceedings by
or against any person, or the commencement, after the Closing Date, of any
proceedings by or against any Person for the winding up or liquidation of its
affairs, or the consent after the date hereof to the appointment of a trustee,
conservator, receiver or liquidator in any bankruptcy, insolvency, readjustment
of debt, reorganization, marshalling of assets and liabilities or similar
proceedings of or relating to any Person.

The "Marine Pass-Through Rate" is 6.35% per annum.

The "Marine Reserve Account" means the account designated as
such, established and maintained pursuant to Section 14.1(b) of the Standard
Terms and Conditions of Agreement.

"Notice for Payment" shall have the meaning set forth in the
Surety Bond.

The "Optional Purchase Percentage" shall be 5%.

The "Original Certificate Balance" means the sum of the
Original Marine Certificate Balance and the Original RV Certificate Balance.

The "Original Marine Certificate Balance" is $120,803,719.92.

The "Original Marine Pool Balance" is $120,803,719.92.

The "Original Pool Balance" means the sum of the Original
Marine Pool Balance and the Original RV Pool Balance.

The "Original RV Certificate Balance" is $48,386,535.24.

4
<PAGE> 10
The "Original RV Pool Balance" is $48,386,535.24.

The "Permitted Investments" shall be, at anytime, any one or
more of the obligations and securities set forth in Schedule C hereto.

The "Purchase Price" has the meaning set forth in Section
2.1(a).

The "Reimbursement Agreement" is the Insurance and
Reimbursement Agreement dated as of September 30, 1997, among the Surety Bond
Issuer, the Depositor and the Servicer.

The "Required Deposit Rating" shall be a rating on short-term
deposits of "Prime-l" by Moody's and "A-1" by S & P or any other rating
acceptable to each of the Rating Agencies; and any requirement that deposits
have the "Required Deposit Rating" shall mean that such deposits have the
foregoing ratings from each of such rating agencies or such other rating which
is acceptable to the Rating Agencies.

The "RV Pass-Through Rate" is 6.25% per annum.

The "RV Reserve Account" means the account designated as such,
established and maintained pursuant of Section 14.1A(b) of the Standard Terms
and Conditions of Agreement.

The "Servicing Fee Rate" shall be .75% per annum.

The "Surety Bond" means the unconditional, irrevocable surety
bond, substantially in the form attached hereto as Exhibit A, to be issued by
the Surety Bond Issuer and naming the Trustee as beneficiary.

The "Surety Bond Issuer" shall be Capital Markets Assurance
Corporation.

ARTICLE VII

SECTION 7.1. Additional Representations and Warranties of the
Depositor. The Depositor does hereby make the following representations and
warranties on which the Trustee, on behalf of the Trust, relies in accepting
the Depositor Receivables in trust and executing and authenticating the
Certificates:

(i) Original Maturity of Depositor Receivables.
Each Depositor Receivable shall have an original term of not
more than 180 payments.

5
<PAGE> 11
(ii) Remaining Maturity of Depositor Receivables.
As of the Cutoff Date, each Depositor Receivable shall have a
remaining term of not more than 180 payments.

(iii) Annual Percentage Rate. Each Marine
Depositor Receivable shall have a fixed Annual Percentage Rate
of not less than 8.0002% and not greater than 19.0035%. Each
RV Depositor Receivable shall have a fixed Annual Percentage
Rate of not less than 8.0000% and not greater than 20.5001%.

(iv) Location of Receivable Files. The Depositor
Receivable Files shall be kept at the offices of NationsCredit
Commercial at 1000 Holcomb Woods Parkway, Roswell, Georgia
30076 and at 2260 Douglas Boulevard, Suite 100, Roseville,
California 95061.

(v) Maximum Balance. No Marine Depositor
Receivable has a Principal Balance greater than $50,000.

(vi) No Repossessions. As of the Cutoff Date, no
Boat securing any Marine Depositor Receivable is in
repossession status.

(vii) No Bankruptcies. As of the Cutoff Date, no
Obligor on a Marine Depositor Receivable was noted in the
related Depositor Receivable File as the subject of any
bankruptcy proceeding.

(viii) Delinquencies. As of the Cutoff Date, no
Marine Depositor Receivable shall have a payment that is 60 or
more days delinquent.

The foregoing representations and warranties shall (i) speak
as of the Closing Date unless otherwise indicated, but shall survive the sale,
transfer and assignment of the Depositor Receivables to the Trustee, on behalf
of the Trust and (ii) be subject to the notice and repurchase provisions set
forth in Section 12.2 of the Standard Terms and Conditions of Agreement in the
same manner and to the same extent as if they were set forth in Section 12.1
thereof.

ARTICLE VIII

SECTION 8.1. NationsCredit Commercial Not to Resign as
Servicer. Except as a result of the operation of Section 17.3 of the Standard
Terms and Conditions of Agreement, NationsCredit Commercial 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 NationsCredit Commercial
shall be communicated to the Trustee at the earliest practicable time (and, if
such communication is not in writing, shall be

6
<PAGE> 12
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
NationsCredit Commercial in accordance with Section 18.2 of the Standard Terms
and Conditions of Agreement.

ARTICLE IX

SECTION 9.1. Agents for Service. The agent for service for
the Depositor shall be John B. Stockton, NationsCredit Management Corporation,
1 Canterbury Green, 201 Broad Street, Stamford, Connecticut 06901.

ARTICLE X

[RESERVED]

7
<PAGE> 13
IN WITNESS WHEREOF, the Depositor, the Servicer, the Trustee
and the Collateral Agent have caused this Agreement to be duly executed by
their respective officers as of the day and year first above written.

NATIONSCREDIT SECURITIZATION
CORPORATION, as Depositor

By: /s/ JEFFREY B. UPPERMAN
--------------------------
Name: Jeffrey B. Upperman
Title: Vice President

NATIONSCREDIT COMMERCIAL CORPORATION OF
AMERICA, as Servicer

By: /s/ LAWRENCE ANGELILLI
--------------------------
Name: Lawrence Angelilli
Title: Vice President and Treasurer

BANKERS TRUST COMPANY, as Trustee
and as Collateral Agent

By: /s/ LILLIAN K. PEROS
--------------------------
Name: Lillian K. Peros
Title: Assistant Vice President

8
<PAGE> 14
SCHEDULE A-1

Schedule of Marine Depositor Receivables

A-1
<PAGE> 15
SCHEDULE A-2

Schedule of RV Depositor Receivables

A-2
<PAGE> 16
SCHEDULE B-1

Schedule of Marine NCMF Receivables

C-1
<PAGE> 17

SCHEDULE C

Schedule of Permitted Investments

"Permitted Investments" are any of the following, which shall
mature on or prior to the next succeeding Deposit Date:

(i) any direct obligations of, and obligations
fully guaranteed by, the United States of America, the Federal
Home Loan Mortgage Corporation, the Federal National Mortgage
Association, or any agency or instrumentality of the United
States of America the obligations of which are backed by the
full faith and credit of the United States of America;

(ii) (A) demand and time deposits in, certificates
of deposit of, bankers' acceptances issued by, or Federal
funds sold by any depository institution or trust company
incorporated under the laws of the United States of America or
any state thereof and subject to supervision and examination
by Federal and/or state authorities or under the laws of any
other jurisdiction, so long as at the time of such investment
or contractual commitment providing for such investment the
commercial paper or other short-term debt obligations of such
depository institution or trust company have the highest
credit rating available from each Rating Agency or (B) any
other demand or time deposit or certificate of deposit which
is fully insured by the Federal Deposit Insurance Corporation;

(iii) repurchase obligations with respect to (A)
any security described in clause (i) above or (B) any other
security issued or guaranteed by an agency or instrumentality
of the United States of America, in either case entered into
with a depository institution or trust company (acting as
principal) described in clause (ii) (A) above or with any
money market funds maintained by a broker which has, at the
time of such investment, the highest credit rating from each
Rating Agency;

(iv) commercial paper having a rating of at least
"A-1" by S&P and "Prime-l" by Moody's at the time of such
investment, including commercial paper having such rating
issued by the Trustee, NationsBank Corporation or
NationsCredit Corporation;

(v) money market funds or money market mutual
funds (other than closed-end funds), including funds for which
Bankers Trust Company is investment manager or advisor, which
(A) maintain a constant net asset value and (B) have at the
time of such investment a rating by AAAm or AAAmg by S&P or
Aaa by Moody's;

C-2
<PAGE> 18
(vi) if the Trustee does not receive written
investment instructions, the investments referred to in (v)
above; or

(vii) any other investment approved in writing by
each Rating Agency.

C-3
<PAGE> 19

NATIONSCREDIT SECURITIZATION CORPORATION,
Depositor,

and

NATIONSCREDIT COMMERCIAL CORPORATION OF AMERICA,
Servicer.

STANDARD TERMS AND CONDITIONS OF AGREEMENT
Dated as of September 30, 1997

$169,190,255.16
NationsCredit Grantor Trust 1997-2
$120,803,719.92
6.35% Marine Receivable-Backed Certificates
$48,386,535.24
6.25% RV Receivable-Backed Certificates

<PAGE> 20
NATIONSCREDIT GRANTOR TRUST 1997-2
STANDARD TERMS AND CONDITIONS OF AGREEMENT
DATED AS OF SEPTEMBER 30, 1997

INTRODUCTION

These Standard Terms and Conditions of Agreement shall be
applicable to NationsCredit Grantor Trust 1997-2 formed on the date hereof,
with respect to which a Pooling and Servicing Agreement incorporating by
reference these Standard Terms and Conditions of Agreement shall have been
executed.

ARTICLE XI
Definitions

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

"Account Property" means all amounts and investments held from
time to time in the Marine Reserve Account and the RV Reserve Account , as the
case may be (whether in the form of deposit accounts, Physical Property,
book-entry securities, uncertificated securities, securities entitlements,
investment property or otherwise), and all proceeds of the foregoing.

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

"Amount Financed" with respect to a Marine Receivable means
the original amount advanced under the Marine Receivable, and with respect to a
RV Receivable means the original amount advanced under the RV Receivable,
toward the purchase price of the Boat, in the case of Marine Receivables, or
toward the purchase price of the RV, in the case of RV Receivables, and any
cost to the related Obligor of any dealer installed options, extended warranty
plans, credit life and disability insurance, including any amount allocable to
the premium of collateral protection insurance purchased by NationsCredit
Commercial prior to the Cutoff Date and sales taxes on the related Boat or RV.

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

"Boat" means a new or used boat, boat motor or boat trailer,
securing an Obligor's indebtedness under the respective Marine Receivable.

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"Book-Entry Certificates" shall mean beneficial interests in
the Certificates, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 15.8.

"Business Day" means any day other than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in the City of New York, New
York shall be authorized or obligated by law or executive order to be closed.

"Carry-Over Monthly Marine Interest" means, for any
Distribution Date, the aggregate Monthly Marine Interest Payments for prior
Distribution Dates which have not been paid, after giving effect to any
payments or distributions made pursuant to clauses (ii) through (iv) of Section
14.5(a).

"Carry-Over Monthly Marine Principal" means, for any
Distribution Date, the aggregate Monthly Marine Principal Payments for prior
Distribution Dates which have not been paid, after giving effect to any
payments or distributions made pursuant to clauses (ii) through (iv) of Section
14.5(a).

"Carry-Over Monthly Marine Servicing Fee" means, for any
Distribution Date, the aggregate Monthly Marine Servicing Fees for prior
Distribution Dates which have not been paid after giving effect to any payments
or distributions made pursuant to clauses (ii) through (iv) of Section 14.5(a).

"Carry-Over Monthly RV Interest" means, for any Distribution
Date, the aggregate Monthly RV Interest Payments for prior Distribution Dates
which have not been paid, after giving effect to any payments or distributions
made pursuant to clauses (ii) through (iv) of Section 14.5A(a).

"Carry-Over Monthly RV Principal" means, for any Distribution
Date, the aggregate Monthly RV Principal Payments for prior Distribution Dates
which have not been paid, after giving effect to any payments or distributions
made pursuant to clauses (ii) through (iv) of Section 14.5A(a).

"Carry-Over Monthly RV Servicing Fee" means, for any
Distribution Date, the aggregate Monthly RV Servicing Fees for prior
Distribution Dates which have not been paid after giving effect to any payments
or distributions made pursuant to clauses (ii) through (iv) of Section
14.5A(a).

"Certificate" means a Marine Certificate or an RV Certificate.

"Certificate Balance" means as of any date of determination,
the sum of the Marine Certificate Balance and the RV Certificate Balance.

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

"Certificate Register" and "Certificate Registrar" mean the
register maintained and the registrar appointed pursuant to Section 15.3.

"Certificateholder" or "Holder" means the Person in whose name
the respective Certificate shall be registered in the Certificate Register,
except that, solely for the purposes of giving any consent, waiver, request or
demand pursuant to the Agreement, the interest evidenced by any Certificate
registered in the name of the Depositor or the Servicer, or any Person
controlling, controlled by, or under common control with the Depositor or the
Servicer, shall not be taken into account in determining whether the requisite
percentage necessary to effect any such consent, waiver, request or demand
shall have been obtained.

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

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

"Collateral Agent" means the Person acting as Collateral Agent
under this Agreement, its successor in interest, and any successor Collateral
Agent appointed pursuant to Section 19.10.

"Collection Period" means each calendar month.

"Corporate Trust Office" means the office of the Trustee at
which its corporate trust business shall be administered, which office at the
date of the Agreement is 4 Albany Street, New York, New York 10006.

"Cutoff Date" means the date specified as such in Section 6.1
of the Agreement.

"Dealer" means the dealer who sold a Boat or RV, as
applicable, and who originated and assigned the respective Marine Receivable or
respective RV Receivable, as applicable, to NationsCredit Commercial under an
existing agreement between such dealer and NationsCredit Commercial.

"Defaulted Receivable" means a Marine Receivable or RV
Receivable as to which either (x) the Servicer has determined, in accordance
with its customary servicing procedures, that eventual payment in full is
unlikely or (y) (1) 90 or more days have elapsed since the related Boat or RV,
as applicable, has been repossessed by the Servicer, in the case of any Marine

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Receivable or RV Receivable with a Principal Balance of $10,000 or less as of
the day such Boat or RV, as applicable, was repossessed by the Servicer or (2)
180 or more days have elapsed since the related Boat or RV, as applicable, has
been repossessed by the Servicer, in the case of any Marine Receivable or RV
Receivable, as applicable, with a Principal Balance of greater than $10,000 as
of the day such Boat or RV, as applicable, was repossessed by the Servicer.

"Defaulted Marine Receivable" means a Defaulted Receivable
which is a Marine Receivable.

"Defaulted RV Receivable" means a Defaulted Receivable which
is a RV Receivable.

"Definitive Certificates" means the Certificates specified in
Section 15.8.

"Delivery" or "Deliver" when used with respect to Trust
Account Property means the following and such additional or alternative
procedures as may hereafter become appropriate to effect the complete transfer
of ownership of any such Collateral to the Collateral Agent free and clear of
any adverse claims, consistent with changes in applicable law or regulations or
the interpretation thereof:

(a) with respect to bankers' acceptances, commercial paper,
negotiable certificates of deposit and other obligations that constitute
instruments and are susceptible of physical delivery ("Physical Property"):

(i) transfer of possession thereof to the Collateral
Agent, indorsed to, or registered in the name of, the Collateral Agent
or its nominee or indorsed in blank;

(b) with respect to a certificated security:

(i) delivery thereof in bearer form to the Collateral
Agent; or

(ii) delivery thereof in registered form to the Collateral
Agent and

(A) the certificate is indorsed to the Collateral
Agent or in blank by effective indorsement; or

(B) the certificate is registered in the name of
the Collateral Agent, upon original issue or registration of transfer
by the issuer;

(i) the delivery of the uncertificated security to the
Collateral Agent; or

(ii) the issuer has agreed that it will comply with
instructions originated by the Collateral Agent without further
consent by the registered owner;

(d) with respect to any security issued by the U.S. Treasury, the
Federal Home Loan Mortgage Corporation or by the Federal National Mortgage
Association that is a book-entry security held through the Federal Reserve
System pursuant to Federal book-entry regulations:

(i) a Federal Reserve Bank by book entry credits the
book-entry security to the securities account (as defined in 31 CFR
Part 357) of a participant (as defined in 31 CFR Part 357) which is
also a securities intermediary; and

(ii) the participant indicates by book entry that the
book-entry security has been credited to the Collateral Agent's
securities account;

(e) with respect to a security entitlement:

(i) the Collateral Agent becomes the entitlement holder; or

(ii) the securities intermediary has agreed that it will
comply with entitlement orders originated by the Collateral Agent;

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<PAGE> 24
(f) without further consent by the entitlement holder; for the purpose
of clauses (b) and (c) hereof "delivery" means:

(i) with respect to a certificated security:

(A) the Collateral Agent acquires possession thereof;

(B) another person (other than a securities intermediary)
either acquires possession thereof on behalf of the Collateral Agent
or, having previously acquired possession thereof, acknowledges that
it holds for the Collateral Agent; or

(C) a securities intermediary acting on behalf of the
Collateral Agent acquires possession of thereof, only if the
certificate is in registered form and has been specially indorsed to
the Collateral Agent by an effective endorsement;

(ii) with respect to an uncertificated security:

(A) the issuer registers the Collateral Agent as the
registered owner, upon original issue or registration of transfer; or

(B) another person (other than a securities intermediary)
either becomes the registered owner thereof on behalf of the
Collateral Agent or, having previously become the registered owner,
acknowledges that it holds for the Collateral Agent;

(g) for purposes of this definition, except as otherwise
indicated, the following terms shall have the meaning assigned to each such term
in the UCC:

(i) "certificated security"

(ii) "effective indorsement"

(iii) "entitlement holder"

(iv) "instrument"

(v) "securities account"

(vi) "securities entitlement"

(vii) "securities intermediary"

(viii) "uncertified security"

(h) in each case of Delivery contemplated herein, the Collateral
Agent shall make appropriate notations on its records, and shall cause same to
be made of the records of its nominees, indicating that securities are held in
trust pursuant to and as provided in this Agreement.

"Deposit Date" means the Business Day preceding each
Distribution Date.

"Depositor" means NationsCredit Securitization Corporation, a
corporation organized under the laws of the State of Delaware, as the depositor
of the Depositor Receivables under the Agreement, and each successor to
NationsCredit Securitization Corporation (in the same capacity) pursuant to
Section 16.3.

"Depositor Receivables" means the Marine Depositor Receivables
and the RV Depositor Receivables.

"Depositor Receivables Files" means the documents specified in
Section 12.3 that relate to Depositor Receivables.

"Depository Agreement" means the agreement among the
Depositor, the Trustee and the initial Clearing Agency, dated October 23, 1997,
substantially in the form attached hereto as Exhibit C.

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"Determination Date" means the earlier of the eighth Business
Day or the eleventh calendar day of each month.

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

"Event of Default" means an event specified in Section 18.1.

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

"Liquidation Proceeds" means, with respect to any Collection
Period, the monies (including recoveries) collected from whatever source,
during such Collection Period on a Defaulted Marine Receivable or Defaulted RV
Receivable, as applicable, net of the sum of any amounts expended by the
Servicer for the account of the Obligor plus any amounts required by law to be
remitted to the Obligor.

"Marine Available Funds" means, for any Distribution Date, the
sum of (i) all Marine Collections received by the Servicer during the related
Collection Period, (ii) all refunds received by the Servicer with respect to
any refunded portion of extended warranty protection plan costs, or of physical
damage, credit life or disability insurance premiums included in the Amount
Financed with respect to Marine Receivables unless such refund must be paid to
the Obligor, (iii) the Purchase Amount of all Marine Receivables purchased or
repurchased by NationsCredit Commercial or the Servicer during the period from
and including the previous Distribution Date (or in case of the first
Distribution Date, the Closing Date) to and including the related Deposit Date,
(iv) Liquidation Proceeds with respect to the Marine Receivables received by
the Servicer during the related Collection Period, (v) any proceeds from
recourse to Dealers received by the Servicer on the Marine Receivables and (vi)
all net income and gain realized on funds deposited into the Marine Collection
Account or the Marine Certificate Account during the related Collection Period.

"Marine Certificate" means a certificate executed by the Trust
and authenticated by the Trustee substantially in the form of Exhibit B-1
hereto.

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

"Marine Certificate Balance" means, as of any date of
determination, the Original Marine Certificate Balance, as specified in the
Agreement, reduced by all principal distributions on the Marine Certificates.

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

"Marine Certificateholder" means the Holder of a Marine
Certificate.

"Marine Collections" shall mean, with respect to a Collection
Period, all payments by or on behalf of the Obligors made during such
Collection Period other than Liquidation Proceeds on the Marine Receivables, as
applicable (other than a Purchased Receivable).

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

"Marine Depositor Receivables" means the marine retail
installment sales contracts listed on Schedule A-1.

"Marine Distributions" shall have the meaning set forth in
Section 14.5(b).

"Marine NCMF Receivables" means the marine retail installment
sales contracts listed on Schedule B-1.

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

"Marine Pool Balance" means as the last day of any Collection
Period, the aggregate Principal Balance of the Marine Receivables. For
purposes of this definition only the Principal Balance of a Defaulted Marine
Receivable shall equal zero.

"Marine Priority Distributions" shall have the meaning set
forth in Section 14.5(a)(ii).

"Marine Receivables" means the Marine Depositor Receivables
and the Marine NCMF Receivables.

"Marine Reserve Account Initial Deposit" shall have the
meaning set forth in the Reimbursement Agreement.

"Marine Reserve Account Cross Collateral Withdrawal Amount"
shall have the meaning set forth in Section 14.5A(a)(iii).

"Marine Reserve Account Withdrawal Amount" shall have the
meaning set forth in Section 14.5(a)(ii).

"Marine Residual Certificate" shall have the meaning set forth
in Section 15.1.

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<PAGE> 27
"Marine Surety Drawing Amount" shall have the meaning set
forth in Section 14.5(a)(iv).

"Monthly Marine Interest Payment" means, as of any
Distribution Date, one-twelfth of the product of the Marine Pass-Through Rate
and the Marine Certificate Balance as of the close of business on the prior
Distribution Date or, in the case of the first Distribution Date, the Marine
Certificate Balance as of the Closing Date.

"Monthly Marine Principal Payment" means, (x) as of any
Distribution Date (except for the Final Scheduled Marine Distribution Date), an
amount equal to the sum of (i) that portion of all collections received by the
Servicer during the related Collection Period on Marine Receivables allocable
to principal (which shall not include the principal portion of proceeds from
any recoveries or liquidations in respect of any Defaulted Marine Receivable in
any Collection Period following the Collection Period in which such Marine
Receivable became a Defaulted Marine Receivable), (ii) Purchase Amounts of all
Marine Receivables which are allocable to principal and purchased or
repurchased by NationsCredit Commercial or the Servicer during the period from
and including the previous Distribution Date (or in the case of the first
Distribution Date, the Closing Date) to and including the related Deposit Date,
(iii) the Principal Balance of Defaulted Marine Receivables, which became
Defaulted Marine Receivables during the related Collection Period and (iv) any
Carry-Over Monthly Marine Principal for such Distribution Date and (y) as of
the Final Scheduled Marine Distribution Date, after giving effect to the
distribution of the amounts set forth in (i) through (iv) of clause (x) above,
an amount necessary to reduce the Marine Certificate Balance to zero on such
Distribution Date.

"Monthly Marine Servicing Fee" means the fee payable to the
Servicer for services rendered during each Collection Period, determined
pursuant to Section 13.8.

"Monthly RV Interest Payment" means, as of any Distribution
Date, one-twelfth of the product of the RV Pass-Through Rate and the RV
Certificate Balance as of the close of business on the prior Distribution Date
or, in the case of the first Distribution Date, the RV Certificate Balance as
of the Closing Date.

"Monthly RV Principal Payment" means, (x) as of any
Distribution Date (except for the Final Scheduled RV Distribution Date), an
amount equal to the sum of (i) that portion of all collections received by the
Servicer during the related Collection Period on RV Receivables allocable to
principal (which shall not include the principal portion of proceeds from any
recoveries or liquidations in respect of any Defaulted RV Receivable in any
Collection Period following the Collection Period in which such RV Receivable
became a Defaulted RV Receivable), (ii) the principal portion of Purchase
Amounts of all RV Receivables purchased or repurchased by NationsCredit
Commercial or the Servicer during the period from and including the previous
Distribution Date (or in the case of the first Distribution Date, the Closing
Date) to and including the related Deposit Date, (iii) the Principal Balance of
Defaulted RV Receivables, which became Defaulted RV Receivables during the
related Collection Period and (iv) any Carry-Over Monthly RV Principal for such
Distribution Date and (y) as of the Final RV

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<PAGE> 28
Scheduled Distribution Date, after giving effect to the distribution of the
amounts set forth in (i) through (iv) of clause (x) above, an amount necessary
to reduce the RV Certificate Balance to zero on such Distribution Date.

"Monthly RV Servicing Fee" means the fee payable to the
Servicer for services rendered during each Collection Period, determined
pursuant to Section 13.8A.

"Moody's" means Moody's Investors Service, Inc.

"NationsCredit Commercial" means NationsCredit Commercial
Corporation of America, a corporation organized under the laws of North
Carolina, or its successors.

"NationsCredit Marine" means NationsCredit Marine Funding
Corporation, a Delaware corporation.

"NCMF Receivable Files" means the documents specified in
Section 12.3 that relate to NCMF Receivables.

"NCMF Receivables" means the Marine NCMF Receivables.

"Net Credit Loss Ratio" means, for any Collection Period, a
fraction (expressed as an annualized percentage) (i) the numerator of which is
an amount equal to (A) the sum of the aggregate gross losses with respect to
the Receivables recognized in such Collection Period and the preceding two
Collection Periods, as determined in accordance with the Servicer's normal
practices, less any recoveries received during such Collection Period and the
preceding two Collection Periods, divided by (B) a factor of three, and (ii)
the denominator of which is an amount equal to (A) the sum of the Pool Balance
in effect as of the last day of such Collection Period and the Pool Balances as
in effect as of the last day of each of the preceding three Collection Periods,
divided by (B) a factor of four.

"Obligor" on a Receivable means the purchaser or the
co-purchasers of the Boat or RV, as applicable, or any other Person who owes
payments under the related Receivable.

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

"Opinion of Counsel" means a written opinion of counsel who
may but need not be counsel to the Depositor or Servicer, which opinion shall
be acceptable to the Trustee, and provided that any opinion relating to the tax
status of the Trust shall be rendered by Stroock & Stroock & Lavan LLP or such
other independent outside counsel acceptable to the Trustee.

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

"Original Certificate Balance" means the sum of the Original
Marine Certificate Balance and the Original RV Certificate Balance.

"Original Marine Certificate Balance" means the Marine
Certificate Balance as of the Closing Date, as specified in the Agreement.

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

"Original Pool Balance" means the sum of the Original Marine
Pool Balance and the Original RV Pool Balance.

"Original RV Certificate Balance" means the Certificate
Balance as of the Closing Date, as specified in the Agreement.

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

"Permitted Investments" means those investments specified in
Schedule C of the Agreement.

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

"Physical Property" has the meaning assigned to such term in
the definition of "Delivery" above.

"Pool Balance" means the sum of the Marine Pool Balance and
the RV Pool Balance.

"Precomputed Receivable" means any Receivable under which the
portion of a payment allocable to earned interest (which may be referred to in
the Receivable as an add-on finance charge) and the portion allocable to the
related Amount Financed is determined according to the sum of periodic balances
or the sum of monthly balances or any equivalent method or are monthly
actuarial receivables.

"Principal Balance" of a Receivable, as of the last day of a
Collection Period, means the Amount Financed minus the sum of (a) that portion
of all Collections received on or prior to such day by the Servicer allocable
as a payment of principal pursuant to Section 14.3 hereof, (b) any refunded
portion of extended warranty protection plan costs, or of physical

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damage, credit life or disability insurance premiums included in the Amount
Financed which is applied during the related Collection Period unless such
refund must be paid to the Obligor, and (c) the principal portion of all
Purchase Amounts paid by the Depositor or the Servicer, in respect of such
Receivable, after the preceding Distribution Date but prior to the related
Distribution Date.

"Purchase Agreement" means the Purchase Agreement executed by
the Depositor and NationsCredit Commercial as of the Cutoff Date.

"Purchase Amount" means with respect to a Marine Receivable or
a RV Receivable the amount, as of the last day of a Collection Period, required
to prepay in full the Principal Balance of a Marine Receivable or a RV
Receivable, as applicable, plus accrued interest thereon at one-twelfth the sum
of the Marine Pass-Through Rate, in the case of the Marine Receivables or the
RV Pass-Through Rate, in the case of the RV Receivables plus, in each case, the
applicable Servicing Fee Rate to the last day of the month of purchase.

The "Purchase and Sale Agreement" means the Purchase and Sale
Agreement, dated December 18, 1996 between NationsCredit Commercial and
NationsCredit Marine.

"Purchased Receivable" means a Marine Receivable or a RV
Receivable purchased as of the last day of a Collection Period by the Servicer
pursuant to Section 13.7, or 20.2 or 20.2A or by the Depositor pursuant to
Section 12.2.

"Rating Agency" means S&P, Moody's or any other nationally
recognized rating agency initially contracted by the Depositor to rate the
Certificates.

"RCC" means Receivables Capital Corporation, a Delaware
corporation.

"Receivables" means the Depositor Receivables and the NCMF
Receivables.

"Receivables Files" means the Depositor Receivable Files and
the NCMF Receivable Files.

"Receivables Purchase Agreement" means the Receivables
Purchase Agreement, dated as of December 18, 1996 among NationsCredit Marine,
RCC, NationsCredit Commercial and Bank of America National Trust and Savings
Association, as Administrator.

"Record Date" means for any Distribution Date the close of
business on the Business Day prior to such Distribution Date.

"Reimbursement Agreement" means the agreement relating to the
Surety Bond, which agreement is further defined in Section 6.1 of the
Agreement.

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"Required Deposit Rating" means the rating specified in
Section 6.1 of the Agreement.

"RV" means a new or used recreational vehicle securing an
Obligor's indebtedness under the respective RV Receivable.

"RV Available Funds" means, for any Distribution Date, the sum
of (i) all RV Collections received by the Servicer during the related
Collection Period, (ii) all refunds received by the Servicer with respect to
any refunded portion of extended warranty protection plan costs, or of physical
damage, credit life or disability insurance premiums included in the Amount
Financed with respect to the RV Receivables unless such refund must be paid to
the Obligor, (iii) the Purchase Amount of all RV Receivables purchased or
repurchased by NationsCredit Commercial or the Servicer during the period from
and including the previous Distribution Date (or in the case of the first
Distribution Date, the Closing Date) to and including the related Deposit Date,
(iv) Liquidation Proceeds with respect to the RV Receivables received by the
Servicer during the related Collection Period, (v) any proceeds from recourse
to Dealers received by the Servicer on the RV Receivables and (vi) all net
income and gain realized on funds deposited into the RV Collection Account or
the RV Certificate Account and invested in Permitted Investments during the
related Collection Period.

"RV Certificate" means a certificate executed by the Trust and
authenticated by the Trustee substantially in the form of Exhibit B-2 hereto.

"RV Certificate Account" means the account designated as
such, established and maintained pursuant to Section 14.1A(a).

"RV Certificate Balance" means, as of any date of
determination, the Original RV Certificate Balance, as specified in the
Agreement, reduced by all principal distributions on the RV Certificates.

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

"RV Certificateholder" means a Holder of an RV Certificate.

"RV Collections" means, with respect to a Collection Period,
all payments by or on behalf of the Obligors made during such Collection Period
other than Liquidation Proceeds on the RV Receivables, as applicable, (other
than a Purchased Receivable).

"RV Collection Account" means the account designated as such,
established and maintained pursuant to Section 14.1A(a).

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<PAGE> 32
"RV Depositor Receivables" means the recreational vehicle
retail installment sale contracts listed on Schedule A-2.

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

"RV Pool Balance" means as of the last day of any related
Collection Period, the aggregate Principal Balance of the RV Receivables. For
purposes of this definition only the Principal Balance of a Defaulted RV
Receivable shall equal zero.

"RV Priority Distributions" means the distributions to the RV
Certificateholders as set forth in Section 14.5A(ii).

"RV Receivables" means the RV Depositor Receivables.

"RV Reserve Account Initial Deposit" shall have the meaning
set forth in the Reimbursement Agreement.

"RV Reserve Account Cross Collateral Withdrawal Amount" shall
have the meaning set forth in Section 14.5(a)(iii).

"RV Reserve Account Withdrawal Amount" shall have the meaning
in Section 14.5A(a)(ii).

"RV Residual Certificate" has the meaning set forth in Section
15.1.

"RV Surety Drawing Amount" shall have the meaning set forth in
Section 14.5A(a)(iv).

"Scheduled Payment" on a Receivable means that portion of the
payment required to be made by the Obligor on the related due date during the
respective Collection Period sufficient to amortize at level monthly payments
the Principal Balance and to provide interest at the APR.

"Servicer" means NationsCredit Commercial and each successor
to NationsCredit Commercial (in the same capacity) pursuant to Section 17.3.

"Servicer's Certificate" means a certificate completed and
executed by the Servicer by its chairman of the board, its president, any vice
chairman of the board, any vice president, the treasurer, any assistant
treasurer or the controller of the Servicer pursuant to Section 13.9,
substantially in the form of Exhibit D.

"Servicing Standards" means, at any time, the quality of the
Servicer's (or in the event that a subservicer performs servicing operations on
behalf of the Servicer, such

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<PAGE> 33
subservicer's) performance with respect to (i) compliance with the terms and
conditions of the Agreement, and (ii) adequacy, measured in accordance with
industry standards and current and historical standards of the Servicer (or
such subservicer) in respect of all marine receivables and recreational vehicle
receivables serviced by the Servicer (or such subservicer), regardless of
whether such receivables are owned by the Servicer (or such subservicer), of
the Servicer's (or such subservicer's) servicing of the Receivables.

"Ship Mortgage Act" means the Ship Mortgage Act of 1920, as
amended.

"Specified Marine Reserve Account Requirement" with respect to
any Distribution Date, shall have the meaning set forth in the Reimbursement
Agreement.

"Specified RV Reserve Account Requirement" with respect to any
Distribution Date, shall have the meaning set forth in the Reimbursement
Agreement.

"S&P" means Standard & Poor's Ratings Services, a Division of
The McGraw-Hill Companies.

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

"Statement to Certificateholders" means a certificate
completed and executed by the Servicer by its chairman of the board, its
president, any vice chairman of the board, any vice president, the treasurer,
any assistant treasurer or the controller of the Servicer pursuant to Section
14.7, substantially in the form of Exhibit E.

"Surety Bond" means the unconditional, irrevocable surety bond
designated as such in the Agreement.

"Surety Bond Issuer" means the Person specified as such in
Section 6.1 of the Agreement.

"Surety Bond Issuer Default" means the failure of the Surety
Bond Issuer to make a payment required under the Surety Bond in accordance with
its terms.

"Trust" means the trust created by the Agreement, the estate
of which shall consist of (i) the Receivables (other than Purchased
Receivables), and all payments received or due thereunder after the Cutoff
Date; (ii) funds deposited into the Marine Collection Account and the RV
Collection Account or the Marine Certificate Account and the RV Certificate
Account together with any investments made with such funds and any income
accruing thereon; (iii) any interest of the Depositor or NationsCredit Marine
in the security interests in the related Boats and RVs and any other property
and rights in property granted by the Obligors; (iv) the Surety Bond; (v) all
right, title and interest of the Depositor in, to and under the Purchase
Agreement; (vi) the right of NationsCredit Marine pursuant to the Purchase and
Sale Agreement to cause

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NationsCredit Commercial to repurchase NCMF Receivables as a result of a breach
of representations and warranties contained in paragraph (h) or (i) of Exhibit
III of the Purchase and Sale Agreement; provided that paragraph (i) shall be
limited to paragraphs (iii), (iv), (xiii) and (xxiii) of the definition of
"Eligible Receivables" (as such term is defined in the Purchase and Sale
Agreement); (vii) any interest of the Depositor in any proceeds from claims on
physical damage, credit life or disability insurance policies covering the
Boats and RVs or NationsCredit Marine in any proceeds from claims on physical
damage, credit life or disability insurance policies covering the Boats or the
Obligors, as the case may be; (viii) any property (including the right to
receive future Liquidation Proceeds) that shall have secured a Receivable and
that shall have been acquired by or on the behalf of the Trustee; and (ix) the
proceeds of all of the foregoing.

"Trustee" means the Person acting as Trustee under the
Agreement, its successor in interest, and any successor trustee pursuant to
Section 19.11.

"Trustee Officer" means any officer assigned to the Corporate
Trust Office, including any managing director, vice president, any assistant
vice president, any assistant secretary, any assistant treasurer, any trust
officer or any other officer of the Corporate Trust Office of the Trustee
customarily performing functions similar to those performed by persons who at
the time shall be such officers and also means, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his knowledge of and familiarity with the particular subject.

"Trustee's Certificate" means a certificate completed and
executed by the Trustee by a Trustee Officer pursuant to Section 19.2,
substantially in the form of, in the case of an assignment to the Depositor,
Exhibit F-1, and in the case of an assignment to the Servicer, Exhibit F-2.

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

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

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

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

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ARTICLE XII
The Receivables

SECTION 12.1. Representations and Warranties of Depositor.
The Depositor makes the following representations and warranties as to the
Depositor Receivables on which the Trustee relies in accepting the Depositor
Receivables in trust and executing and authenticating the Certificates. Such
representations and warranties speak as of the Closing Date, but shall survive
the sale, transfer and assignment of the Depositor Receivables to the Trustee.

(i) Characteristics of Depositor Receivables.
Each Depositor Receivable (a) shall have been originated in
the United States by a Dealer for the retail sale of a Boat or
RV in the ordinary course of such Dealer's business, shall
have been fully and properly executed by the parties thereto,
shall be denominated in U.S. dollars, (b) shall have created a
valid, subsisting and enforceable first priority perfected
security interest in favor of NationsCredit Commercial in the
related Boat or RV, as applicable (other than in the case of
boat motors installed in Boats subject to certificate of title
statutes that provide for perfection of the security interests
in such boat motors by the filing of a UCC-1 financing
statement), which security interest has been validly assigned
to the Depositor and has been validly assigned by the
Depositor to the Trustee, (c) shall contain customary and
enforceable provisions such that the rights and remedies of
the holder thereof shall be adequate for realization against
the collateral of the benefits of the security, (d) shall
provide for level monthly payments (provided that the payment
in the first or last month in the life of the Receivable may
be minimally different from the level payment) that fully
amortize the Amount Financed by maturity and yield interest at
the Annual Percentage Rate, and (e) shall provide for, in the
event that such contract is prepaid, a prepayment that fully
pays the Principal Balance and includes any accrued but unpaid
interest due pursuant to the terms of the related contract
through the date of prepayment in an amount at least equal to
the Annual Percentage Rate.

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

(iii) Compliance with Law. Each Depositor
Receivable and the sale of the related Boat or RV, as
applicable, shall have complied at the time it was originated
or made, and at the date of issuance of the Certificates shall
comply, in all material respects with all requirements of
applicable Federal, State, and local laws and regulations
thereunder, including, without limitation, usury laws, the
Federal Truth-in-Lending Act, the Equal Credit Opportunity
Act, the Federal

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Trade Commission Act, the Fair Credit Billing Act, the Fair
Credit Reporting Act, the Fair Debt Collection Practices Act,
the Magnuson-Moss Warranty Act, the Federal Trade Commission
Credit Practices Rule, State unfair and deceptive trade
practice laws, and State adaptations of the National Consumer
Act and of the Uniform Consumer Credit Code, and any other
applicable consumer credit, equal credit opportunity and
disclosure laws.

(iv) Binding Obligation. Each Depositor
Receivable shall represent the genuine, legal, valid and
binding payment obligation in writing of the Obligor,
enforceable by the holder thereof in accordance with its
terms, subject to applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance and similar laws
relating to creditors' rights generally and subject to general
principles of equity.

(v) No Government Obligor. None of the Depositor
Receivables shall be due from the United States of America or
any State or local government or from any agency, department
or instrumentality of the United States of America, any State
or local government.

(vi) Depositor Receivables in Force. No Depositor
Receivable shall have been satisfied, subordinated or
rescinded, nor shall any Boat or RV, as applicable, have been
released from the security interest granted by the related
Depositor Receivable in whole or in part.

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

(viii) No Defenses. Except for the security
interests in favor of the Depositor and the Trustee, the
Depositor Receivables are free and clear of all security
interests, liens, charges, and encumbrances and to the best
knowledge of the Depositor no right of rescission, setoff,
counterclaim or defense shall have been asserted or threatened
with respect to any Depositor Receivable.

(ix) No Liens. No liens or claims shall have been
filed for work, labor or materials relating to a Boat or RV,
as applicable, that shall be liens prior to, or equal to the
security interest in the Boat or RV, as applicable, granted by
the Depositor Receivable.

(x) Insurance. The Obligor has obtained physical
damage insurance covering the Boat or RV, as applicable, and
the Obligor is required under the terms of the Depositor
Receivable to maintain such insurance.

(xi) Title. It is the intention of the Depositor
that the sale and assignment herein contemplated constitute a
sale of the Depositor Receivables

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

(xiii) Lawful Assignment. No Depositor Receivable
shall have been originated in, or shall be subject to the laws
of any jurisdiction under which the sale, transfer and
assignment of such Depositor Receivable under the Agreement or
pursuant to transfers of the Certificates shall be unlawful,
void or voidable.

(xiv) Security Interest. Upon the Depositor
Receivables being conveyed to the Trust pursuant to Section
2.1(a) of the Agreement, the Trust shall have a perfected
security interest under the UCC in the Depositor Receivables.

(xv) One Original. There shall be in existence
one, and only one, original executed copy of each Depositor
Receivable.

(xvi) UCC Characterization. Each Depositor
Receivable constitutes "Chattel Paper" under the UCC.

(xvii) Ship Mortgage Act. No Boat related to any
Marine Depositor Receivable shall be required to be documented
under the Ship Mortgage Act.

(xviii) No Default. Except for payment defaults
continuing for a period of less than 60 days as of the Cutoff
Date, no default, breach, violation or event permitting
acceleration under the terms of any Depositor Receivable shall
have occurred and neither NationsCredit Commercial nor the
Depositor shall have waived any of the foregoing.

SECTION 12.2. Repurchase Upon Breach. The Depositor or the
Servicer, as the case may be, shall inform the other parties and the Trustee
promptly, in writing, upon the discovery of any breach of the Depositor's
representations and warranties pursuant to Section 12.1. Unless the breach
shall have been cured by the second Record Date following the discovery, the
Depositor shall repurchase any Depositor Receivable in which as a result of
such breach, the interests of the Certificateholders or the Surety Bond Issuer
would be materially and adversely affected, as of such Record Date (or, at the
Depositor's option, the first Record Date

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following the discovery). In consideration of the purchase of the Depositor
Receivables, the Depositor shall remit the Purchase Amount in the manner
specified in Section 14.4(a) on the Deposit Date. The sole remedy of the
Trustee, the Trust or the Certificateholders with respect to a breach of the
Depositor's representations and warranties pursuant to Section 12.1 shall be to
require the Depositor to repurchase Depositor Receivables pursuant to this
Section 12.2.

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

(i) The original of the Receivable fully executed
by the Obligor.

(ii) The original credit application fully
executed by the Obligor.

(iii) The original certificate of title or such
documents that the Servicer or the Depositor shall keep on
file, in accordance with its customary procedures, evidencing
the security interest of NationsCredit Commercial in the Boat
or RV, as applicable.

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

The Trustee shall have no duty to monitor the performance of
the Servicer and shall have no liability in connection with the Servicer's
performance hereunder.

SECTION 12.4. Duties of Servicer as Custodian. (a)
Safekeeping. The Servicer shall hold the Receivable Files on behalf of the
Trust for the use and benefit of all Certificateholders and the Surety Bond
Issuer, and maintain such accurate and complete accounts, records and computer
systems pertaining to each Receivable File as shall enable the Servicer to
comply with these Standard Terms and Conditions of Agreement. In performing
its duties as custodian the Servicer shall act with reasonable care, using that
degree of skill and attention that the Servicer exercises with respect to the
receivable files relating to all comparable receivables that the Servicer
services for itself or others. The Servicer shall conduct, or cause to be
conducted, periodic audits of the Receivable Files held by it under the
Agreement, and of the related accounts, records and computer systems, in such a
manner as would enable the Trustee to verify the accuracy of the Servicer's
record keeping. The Servicer shall promptly report to the Trustee any failure
on its part to hold the Receivable Files and maintain its accounts, records and
computer systems as herein provided and promptly take appropriate action to
remedy any such failure. Nothing herein shall be deemed to require an initial
review or any periodic review by the Trustee of the Receivable Files.

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

(c) Release of Documents. Upon instruction from the
Trustee, the Servicer shall release any Receivable File to the Trustee, the
Trustee's agent or the Trustee's designee, as the case may be, at such place or
places as the Trustee may designate, as soon as practicable.

SECTION 12.5. Instructions; Authority to Act. The Servicer
shall be deemed to have received proper instructions with respect to the
Receivable Files upon its receipt of written instructions signed by a Trustee
Officer.

SECTION 12.6. Custodian's Indemnification. The Servicer as
custodian shall indemnify the Trustee (which shall include for purposes of this
section it directors, officers, employees and agents) for any and all
liabilities, obligations, losses, compensatory damages, payments, costs or
expenses of any kind whatsoever that may be imposed on, incurred or asserted
against the Trustee as the result of any improper act or omission in any way
relating to the maintenance and custody by the Servicer as custodian of the
Receivable Files; provided, however, that the Servicer shall not be liable for
any portion of any such amount resulting from the willful misfeasance, bad
faith or negligence of the Trustee. This indemnity shall survive the
termination of this Agreement and the resignation and removal of the Trustee.

SECTION 12.7. Effective Period and Termination. The
Servicer's appointment as custodian shall become effective as of the Cutoff
Date and shall continue in full force and effect until terminated pursuant to
this Section 12.7. If NationsCredit Commercial shall resign as Servicer in
accordance with the provisions of the Agreement or if all the rights and
obligations of the Servicer shall have been terminated under Section 18.1, the
appointment of the Servicer as custodian may be terminated by the Surety Bond
Issuer, in the same manner as the Surety Bond Issuer may terminate the rights
and obligations of the Servicer under Section 18.1. The Trustee shall, if
required by the Surety Bond Issuer following the occurrence and during the
continuation of a Trigger Event (as defined in the Reimbursement Agreement) or
an Event of Default or the Trustee, on behalf of the Trust, may terminate the
Servicer's appointment as custodian, with cause or as required by law at any
time upon written notification to the Servicer. As soon as practicable after
any termination of such appointment, the Servicer shall deliver the Receivable
Files to the Trustee or the Trustee's agent at such place or places as the
Trustee may reasonably designate.

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ARTICLE XIII
Administration and Servicing of Receivables

SECTION 13.1. Duties of Servicer. The Servicer shall manage,
service, administer and make collections on the Receivables (other than
Purchased Receivables) with reasonable care, using that degree of skill and
attention that the Servicer exercises with respect to all comparable
receivables that it services for itself or others. The Servicer's duties shall
include collection and posting of all payments, responding to inquiries of
Obligors on such Receivables, investigating delinquencies, sending payment
statements to Obligors, reporting tax information to Obligors, accounting for
collections and furnishing monthly and annual statements to the Trustee with
respect to distributions. The Servicer shall follow its customary standards,
policies and procedures in performing its duties as Servicer. Without limiting
the generality of the foregoing, the Servicer is authorized and empowered by
the Trustee to execute and deliver, on behalf of itself, the Trust, the
Certificateholders, or the Trustee or any of them, any and all instruments of
satisfaction or cancellation, or partial or full release or discharge, and all
other comparable instruments, with respect to such Receivables or to the Boats
or RVs, as applicable, securing such Receivables. If the Servicer shall
commence a legal proceeding to enforce a Receivable, the Trustee (in the case
of a Receivable other than a Purchased Receivable) shall thereupon be deemed to
have automatically assigned, solely for the purpose of collection on behalf of
the party retaining an interest in such Receivable, such Receivable to the
Servicer. If in any enforcement suit or legal proceeding it shall be held that
the Servicer may not enforce a Receivable on the ground that it shall not be a
real party in interest or a holder entitled to enforce the Receivable, the
Trustee shall, at the Servicer's expense and direction, take steps to enforce
the Receivable, including bringing suit in its name or the name of the
Certificateholders or the Surety Bond Issuer. To enable the Servicer to carry
out its servicing and administrative duties hereunder, the Trustee hereby
irrevocably appoints the Servicer (which appointment shall run exclusively in
favor of any successor servicer immediately upon its appointment and acceptance
of its duties hereunder) as its attorney-in-fact, such appointment being
coupled with an interest, to execute on its behalf such documents or
instruments as are necessary to accomplish the foregoing.

SECTION 13.2. Collection of Receivables Payments. The
Servicer shall make reasonable efforts to collect all payments called for under
the terms and provisions of the Receivables as and when the same shall become
due and shall follow such collection procedures as it follows with respect to
all comparable receivables that it services for itself or others. The Servicer
may grant extensions, rebates or adjustments on a Receivable subject to the
provisions of Section 13.6. The Servicer may in its discretion waive any late
payment charge or any other fees that may be collected in the ordinary course
of servicing a Receivable.

SECTION 13.3. Realization Upon Receivables. On behalf of the
Trust, the Servicer shall use its best efforts, consistent with its customary
servicing procedures, to repossess or otherwise convert the ownership of the
Boat or RV, as applicable, securing any Receivable as to which the Servicer
shall have determined eventual payment in full is unlikely. The Servicer shall
follow such customary and usual practices and procedures as it shall deem
necessary or

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advisable in its servicing of marine receivables and recreational vehicle
receivables, which may include reasonable efforts to realize upon any recourse
to Dealers and selling the Boat or RV, as applicable, at public or private
sale. The foregoing shall be subject to the provision that, in any case in
which the Boat or RV, as applicable, shall have suffered damage, the Servicer
shall not expend funds in connection with the repair or the repossession of
such Boat or RV, as applicable, unless it shall determine in its discretion
that such repair and/or repossession will increase the related Liquidation
Proceeds by an amount greater than the amount of such expenses.

SECTION 13.4. Physical Damage Insurance. The Servicer, in
accordance with its customary servicing procedures, shall require that each
Obligor shall have obtained physical damage insurance covering the related Boat
or RV, as applicable, as of the date of execution of the related Receivable.

SECTION 13.5. Maintenance of Security Interests in Boats and
RVs. Subject to Article X of the Agreement, the Servicer shall, in accordance
with its customary servicing procedures, take such steps as are necessary to
maintain perfection of NationsCredit Commercial's security interest created by
each Receivable in the related Boat or RV, as applicable. The Trustee, on
behalf of the Trust, hereby authorizes the Servicer to take such steps as are
necessary to perfect such security interest on behalf of the Trust in the event
of the relocation of a Boat or RV, as applicable, or for any other reason.

SECTION 13.6. Covenants of Servicer. The Servicer shall make
within the required time periods under the UCC all filings necessary in any
jurisdiction to give the Trustee a first priority perfected ownership interest
in the Receivables. The Servicer shall not release the Boat or RV, as
applicable, securing each Receivable from the security interest granted by such
Receivable in whole or in part except in the event of payment in full by the
Obligor thereunder. The Servicer shall not impair the rights of the
Certificateholders in any Receivable. The Servicer shall make reasonable
efforts to collect all payments called for under the terms and provisions of
the Receivables as and when the same shall become due and shall follow such
collection procedures as it follows with respect to all comparable marine
receivables or recreational vehicle receivables that it services for itself and
others. The Servicer shall not sell, pledge, transfer, deliver or otherwise
dispose of any Receivable, except as provided in the Agreement. The Servicer
will not increase or decrease the number or amount of any Scheduled Payment, or
the Principal Balance of a Receivable (except with respect to a prepayment of a
Scheduled Payment that does not result in a deferral of any other Scheduled
Payment) or the APR of a Receivable, or extend, rewrite or otherwise modify the
payment terms of a Receivable; provided, however, that the Servicer may extend
a Receivable for credit related reasons that would be acceptable to the
Servicer with respect to comparable marine receivables or recreational vehicle
receivables, as applicable, that it services for itself and others and in
accordance with its customary standards, policies and procedures if the
cumulative extensions with respect to any Receivable shall not cause the term
of such Receivable to extend beyond the last day of the Collection Period which
is related to the Final Scheduled Marine Distribution Date or Final Scheduled
RV Distribution Date, as applicable; provided, further, that such extensions
will not be made if, in the reasonable opinion of the Servicer, the extensions
would modify the terms of such Receivable in such a

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manner as to constitute a cancellation of such Receivable and the creation of a
new receivable for federal income tax purposes. In the event that the Servicer
fails to comply with the provisions of the preceding sentence or with respect
to the second proviso of the preceding sentence, notwithstanding having acted
according to its reasonable opinion, or if there is a final determination that
the Servicer has modified the terms of a Receivable in such a manner as to
constitute a cancellation of such Receivable and the creation of a new
Receivable for federal income tax purposes, the Servicer shall be required to
purchase the Receivable or Receivables affected thereby, for the Purchase
Amount, in the manner specified in Section 13.7 as of the first day of the
Collection Period following the Collection Period in which such failure occurs.

SECTION 13.7. Purchase of Receivables Upon Breach. The
Servicer or the Trustee shall inform the other party promptly, in writing, upon
the discovery (or, in the case of the Trustee, receipt of written notice by a
Trust Officer) of any breach pursuant to Section 13.6 or Section 13.15. Notice
of any breach pursuant to Section 13.6 or Section 13.15 may be given to the
Servicer and the Trustee by the Surety Bond Issuer. Unless the breach shall
have been cured by the second Record Date following such discovery, the
Servicer shall purchase any Receivable (or in the case of any representation
and warranty set forth in clause (xiv) of Section 13.15, the Servicer shall
purchase Receivables such that, after giving effect to such purchase, such
representation and warranty or covenant would be complied with), in which as a
result of such breach the interests of the Certificateholders or the Surety
Bond Issuer would be materially and adversely affected, as of such Record Date
(or, at the Servicer's option, the first Record Date following the discovery).
In consideration of the purchase of such Receivable, the Servicer shall remit
the Purchase Amount in the manner specified in Section 14.4 on the Deposit
Date. The sole remedy of the Trustee, the Trust or the Certificateholders with
respect to a breach pursuant to Section 13.6 or Section 13.15 shall be to
require the Servicer to repurchase Receivables pursuant to this Section 13.7.

SECTION 13.8. Marine Monthly Servicing Fee. The Monthly
Marine Servicing Fee for a Collection Period shall equal the product of one
twelfth times the Servicing Fee Rate times the Original Marine Pool Balance, in
the case of the initial Collection Period, and thereafter, the Marine Pool
Balance as of the close of business of the Servicer on the last day of the
prior Collection Period (except that in the case of a successor Servicer, the
Monthly Marine Servicing Fee shall equal such amount as is arranged in
accordance with Section 18.2). The Servicer shall also be entitled to all late
payment and extension fees, prepayment charges and other administrative fees or
similar charges allowed by applicable law with respect to Marine Receivables,
collected (from whatever source) on the Marine Receivables; provided, however,
such late payment and other fees shall not form a part of the Monthly Marine
Servicing Fee and the Servicer shall be entitled to such fees as and when
collected.

SECTION 13.8A. Monthly RV Servicing Fee. The Monthly RV
Servicing Fee for a Collection Period shall equal the product of one twelfth
times the Servicing Fee Rate times the Original RV Pool Balance, in the case of
the initial Collection Period, and thereafter, the RV Pool Balance as of the
last day of the prior Collection Period (except that in the case of a successor
Servicer, the Monthly RV Servicing Fee shall equal such amount as is arranged
in

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accordance with Section 18.2). The Servicer shall also be entitled to all late
payment and extension fees, prepayment charges and other administrative fees or
similar charges allowed by applicable law with respect to RV Receivables,
collected (from whatever source) on the RV Receivables; provided, however, such
late payment and other fees shall not form a part of the Monthly RV Servicing
Fee and the Servicer shall be entitled to such fees as and when collected.

SECTION 13.9. Servicer's Certificate. On or before 10:00
a.m. New York time on the Determination Date, the Servicer shall deliver to the
Trustee and the Surety Bond Provider a Servicer's Certificate, containing all
information necessary to make the transfers and distributions pursuant to
Section 14.5 for the Collection Period immediately preceding the date of such
Servicer's Certificate. If on any Deposit Date there is a default by the
Depositor or the Servicer in respect of any Purchase Amounts to be deposited
into the Marine Collection Account or RV Collection Account pursuant to Section
14.4 hereof, the Servicer shall recalculate all of the amounts described in the
Servicer's Certificate to reflect such default and deliver to the Trustee a
revised Servicer's Certificate reflecting such recalculations on such Deposit
Date.

SECTION 13.10. Annual Statement as to Compliance; Notice of
Default. (a) The Servicer shall deliver to the Trustee and the Surety Bond
Issuer, on or before March 31 of each year, beginning March 31, 1998, an
Officer's Certificate, dated as of December 31 of the preceding year, stating
that (i) a review of the activities of the Servicer during the preceding
12-month period (or such shorter period from the date of initial issuance of
the Certificates to December 31 of such year) and of its performance under the
Agreement has been made under such officer's supervision and (ii) to the best
of such officer's knowledge, based on such review, the Servicer has fulfilled
all its obligations under the Agreement throughout such year (or such shorter
period, as the case may be), or, if there has been a default in the fulfillment
of any such obligation, specifying each such default known to such officer and
the nature and status thereof. A copy of such certificate and the report
referred to in Section 13.11 may be obtained by any Certificateholder by a
request in writing to the Trustee addressed to the Corporate Trust Office.

(b) The Servicer shall deliver to the Trustee, the Rating
Agencies and the Surety Bond Issuer promptly after having obtained knowledge
thereof, but in no event later than 5 Business Days thereafter, written notice
in an Officer's Certificate of any event which with the giving of notice or
lapse of time, or both, would become an Event of Default under clause (i) or
(ii) of Section 18.1. The Depositor shall deliver to the Trustee and the
Surety Bond Issuer promptly after having obtained knowledge thereof, but in no
event later than 5 Business Days thereafter, written notice in an Officer's
Certificate of any event which with the giving of notice or lapse of time, or
both, would become an Event of Default under clause (ii) of Section 18.1.

SECTION 13.11. Annual Independent Certified Public
Accountant's Report. The Servicer shall cause a firm of independent certified
public accountants (who may also render other services to the Servicer and the
Depositor) to deliver to the Trustee on or before March 31 of each year
commencing March 31, 1998, a report to the effect that such firm has conducted
an examination, substantially in compliance with attestation standards
established by the American Institute of Certified Public Accountants, of
certain documents and records relating to the

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servicing procedures under this Agreement and that, on the basis of such
examination, such firm is of the opinion that such servicing was conducted in
compliance with the sections of this Agreement with which independent public
accountants generally possess adequate professional knowledge and which are
reasonably subject to positive assurance by them, except for such exceptions as
they believe to be immaterial and such other exceptions as shall be set forth
in such report. In the event such firm requires Trustee to agree to the
procedures performed by such firm, Servicer shall direct Trustee in writing to
so agree; it being understood and agreed that Trustee will deliver such letter
of agreement in conclusive reliance upon the direction of Servicer, and Trustee
makes no independent inquiry or investigation as to, and shall have no
obligation or liability in respect of, the sufficiency, validity or correctness
of such procedures.

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

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

SECTION 13.14. Appointment of Sub-servicer. The Servicer may
at any time appoint a sub-servicer to perform all or any portion of its
obligations as Servicer hereunder; provided however, that the Servicer shall
remain obligated and be liable to the Trustee, the Certificateholders and the
Surety Bond Issuer for the servicing and administering of the Receivables in
accordance with the provisions hereof without diminution of such obligation and
liability by virtue of the appointment of such sub-servicer and to the same
extent and under the same terms and conditions as if the Servicer alone were
servicing and administering the Receivables. The fees and expenses of the
sub-servicer shall be as agreed between the Servicer and its sub-servicer from
time to time and neither the Trust, the Trustee nor the Certificateholders
shall have any responsibility therefor.

SECTION 13.15. Representations and Warranties of the Servicer
with respect to the Receivables. The Servicer does hereby make the following
representations and warranties on which the Trustee, on behalf of the Trust,
relies in accepting the Receivables pursuant to this Agreement and the
Assignment and executing and authenticating the Certificates. Such
representations and warranties speak as of the Closing Date, but shall survive
the sale, transfer and assignment of the Receivables to the Trustee on behalf
of the Trust and any termination of the Servicer pursuant to Section 18.1.

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(i) Characteristics of NCMF Receivables. Each
NCMF Receivable (a) shall be denominated in U.S. dollars, (b)
shall have an original term of not more than 180 payments, (c)
as of the Cutoff Date, shall have a remaining term of not more
than 180 payments, (d) shall contain customary and enforceable
provisions such that the rights and remedies of the holder
thereof shall be adequate for realization against the
collateral of the benefits of the security, (e) shall be kept
at the offices of NationsCredit Commercial at 1000 Holcolmb
Woods Parkway, Roswell, Georgia 30076 and at 2260 Douglas
Boulevard, Suite 100, Roseville, California 95061, (f) shall
be adequate for realization against the collateral of the
benefits of the security, (g) shall provide for level monthly
payments (provided that the payment in the first or last month
in the life of the Marine Receivable may be minimally
different from the level payment) that fully amortize the
Amount Financed by maturity and yield interest at the Annual
Percentage Rate, and (h) shall provide for, in the event that
such contract is prepaid, a prepayment that fully pays the
Principal Balance and includes accrued but unpaid interest due
through the date of prepayment in an amount at least equal to
the Annual Percentage Rate.

(ii) Schedule of NCMF Receivables. The
information set forth in Schedule B-1 and B-2 to the Agreement
shall be true and correct in all material respects as of the
close of business on the Cutoff Date, and no selection
procedures believed to be adverse to the Certificateholders
shall have been utilized in selecting the NCMF Receivables.

(iii) No Government Obligor. None of the NCMF
Receivables shall be due from the United States of America or
any State or local government or from any agency, department
or instrumentality of the United States of America, any State
or local government.

(iv) NCMF Receivables in Force. No NCMF
Receivable shall have been satisfied, subordinated or
rescinded, nor shall any Boat have been released from the
security interests granted by the related NCMF Receivable in
whole or in part.

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

(vi) No Defenses. Immediately following the
conveyance of the NCMF Receivables pursuant to the Assignment,
except for the security interests in favor of the Depositor
and the Trustee, the NCMF Receivables are free and clear of
all security interests, liens, charges, and encumbrances and
to the best knowledge of the Servicer no right of rescission,
setoff, counterclaim or defense shall have been asserted or
threatened with respect to any NCMF Receivable.

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(vii) No Liens. No liens or claims shall have been
filed for work, labor or materials relating to a Boat that
shall be liens prior to, or equal to the security interest in
the Boat granted by the NCMF Receivable.

(viii) Insurance. The Obligor has obtained physical
damage insurance covering the Boat and the Obligor is required
under the terms of the NCMF Receivable to maintain such
insurance.

(ix) Lawful Assignment. No NCMF Receivable shall
have been originated in, or shall be subject to the laws of
any jurisdiction under which the sale, transfer and assignment
of such NCMF Receivable under the Assignment or pursuant to
transfers of the Certificates shall be unlawful, void or
voidable.

(x) Security Interest. Upon the NCMF Receivables
being conveyed to the Trust pursuant to the Assignment, the
Trust shall have a perfected security interest under the UCC
in the NCMF Receivables.

(xi) Ship Mortgage Act. No Boat related to any
NCMF Receivable shall be required to be documented under the
Ship Mortgage.

(xii) Compliance with Law. Each NCMF Receivable
complies in all material respects with all requirements of
applicable Federal, State, and local laws and regulations
thereunder, including, without limitation, usury laws, the
Federal Truth-in-Lending Act, the Equal Credit Opportunity
Act, the Federal Trade Commission Act, the Fair Credit Billing
Act, the Fair Credit Reporting Act, the Fair Debt Collection
Practices Act, the Magnuson-Moss Warranty Act, the Federal
Trade Commission Credit Practices Rule, State unfair and
deceptive trade practice laws, and State adaptations of the
National Consumer Act and of the Uniform Consumer Credit Code,
and any other applicable consumer credit, equal credit
opportunity and disclosure laws.

(xiii) Title. Immediately upon the sale and
assignment contemplated by the Assignment, the Trustee for the
benefit of the Certificateholders and the Surety Bond Issuer
shall have good and marketable title to each NCMF Receivable,
free and clear of all Liens, encumbrances, security interests
and rights of others; and the sale and assignment has been
perfected under the UCC.

(xiv) As of the Cutoff Date, (a) none of the Marine
Receivables are related to Boats which have been repossessed
by the Servicer, (b) not more than approximately 1.63% of the
number of Marine Receivables, constituting approximately 1.51%
of the Original Marine Pool Balance are 30 to 59 days
delinquent, (c) not more than approximately 0.04% of the
number of Marine Receivables, constituting approximately 0.03%
of the Original Marine Pool

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Balance are related to Boats which are 60 to 89 days
delinquent and (d) not more than approximately 0.01% of the
number of Marine Receivables, constituting approximately 0.01%
of the Original Marine Pool Balance are related to Boats which
are 90 or more days delinquent.

(xv) As of the Cutoff Date, (a) none of the RV
Receivables, are related to RVs which have been repossessed by
the Servicer, (b) not more than approximately 1.29% of the
number of RV Receivables, constituting approximately 1.35% of
the Original Pool RV Balance are 30 to 59 days delinquent, (c)
none of the RV Receivables, are 60 or more days delinquent.

(xvi) Each Receivable creates a first priority
perfected security interest in the Boat or RV, as applicable,
financed thereby in favor of NationsCredit Commercial (other
than in the case of boat motors installed in boats subject to
certificate of title statutes that provide for perfection of
the security interests in such boat motors by the filing of a
UCC-1 financing statement).

(xvii) To the best of the Servicer's knowledge, no
Liens or claims are pending or threatened with respect to a
Boat or RV, as applicable, which may be or become prior to or
equal with the Lien of the related Receivable.

(xviii) As of the Cutoff Date, (a) 81.52% of the
aggregate amount of RV Receivables based on the Original Pool
RV Balance are secured by new RVs, (b) 18.48% of the aggregate
amount of RV Receivables based on the Original RV Pool Balance
are secured by used RVs, (c) 92.45% of the aggregate amount of
Marine Receivables based on the Original Marine Pool Balance
are secured by new Boats, and (d) 7.55% of the aggregate
amount of Marine Receivables based on the Original Marine Pool
Balance are secured by used Boats.

ARTICLE XIV
Distributions; Statements to
Certificateholders

SECTION 14.1. Marine Accounts. (a) The Servicer shall
establish and maintain an account (the "Marine Collection Account") in the name
of the Trustee for the benefit of the Certificateholders and, to the extent
herein provided, for the benefit of the Surety Bond Issuer. The Marine
Collection Account shall be a segregated, non-interest-bearing trust account
initially established with the Trustee and maintained with the Trustee so long
as (i) the deposits of the Trustee have the Required Deposit Rating or (ii) the
Marine Collection Account is maintained as a fully segregated trust account.
All amounts held in the Marine Collection Account (other than Purchase Amounts)
shall be invested in Permitted Investments by the Trustee, at the written
direction of the Servicer, in each case such investments maturing not later
than the Deposit Date following the Collection Period in which such amounts are
so invested. Purchase Amounts deposited on a Deposit Date shall not be
invested. Such written direction shall certify that any

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such investment is authorized by this Section 14.1 and complies with the
requirements of Permitted Investments as set forth in Schedule C. The Servicer
shall establish and maintain an account (the "Marine Certificate Account") in
the name of the Trustee for the benefit of Certificateholders and, to the
extent provided herein, for the benefit of the Surety Bond Issuer. The Marine
Certificate Account shall be a segregated, non-interest-bearing trust account
initially established with the Trustee and maintained with the Trustee for so
long as (x) the deposits of the Trustee have the Required Deposit Rating or (y)
the Marine Certificate Account is maintained as a fully segregated trust
account. The amounts in the Marine Certificate Account shall not be invested.
Should the deposits of the Trustee no longer have the Required Deposit Rating
and the Marine Collection Account or the Marine Certificate Account, as
applicable, shall not be maintained as a fully segregated trust account, then
the Servicer shall, with the Trustee's assistance as necessary, cause the
Marine Certificate Account and/or the Marine Collection Account to be moved,
within 60 days after the occurrence of the later of the loss of the Required
Deposit Rating or the cessation of such accounts being maintained as fully
segregated trust accounts, to a bank or trust company organized under the laws
of the United States of any state thereof, the deposits of which shall have the
Required Deposit Rating.

(b) (i) The Depositor shall establish the Marine
Reserve Account in the name of the Collateral Agent for the
benefit of the Certificateholders and the Surety Bond Issuer.
The Marine Reserve Account shall be a segregated,
non-interest-bearing trust account initially established and
maintained with the Collateral Agent for so long as (x) the
deposits of the Collateral Agent have the Required Deposit
Rating or (y) the Marine Reserve Account is maintained as a
fully segregated trust account. The Marine Reserve Account
shall not be property of the Trust. All amounts held in the
Marine Reserve Account shall be invested in Permitted
Investments by the Collateral Agent, at the written direction
of the Depositor, in each case such investments maturing not
later than the Deposit Date following the Collection Period in
which such amounts are so invested. Such written direction
shall certify that any such investment is authorized by this
Section 14.1 and comply with the requirements of Permitted
Investments as set forth in Schedule C. Should the deposits
of the Collateral Agent no longer have the Required Deposit
Rating or the Marine Reserve Account shall not be maintained
as a fully segregated trust account, then the Depositor shall,
with the Collateral Agent's assistance as necessary, cause the
Marine Reserve Account to be moved, within 60 days after the
occurrence of the later of the loss of the Required Deposit
Rating or the cessation of such accounts being maintained as
fully segregated trust accounts, to a bank or trust company
organized under the laws of the United States or any state
thereof, the deposits of which shall have the Required Deposit
Rating.

(ii) On the date of the issuance of the Marine
Certificates, the Depositor shall cause the Marine Reserve
Account Initial Deposit to be deposited into the Marine
Reserve Account. The Depositor hereby grants to the
Collateral Agent for the benefit of the Certificateholders and
the Surety Bond Issuer a

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security interest in and to the Marine Reserve Account and any
and all Account Property credited thereto from time to time,
including, but not limited to, Permitted Investments, to
secure payment of the Certificates and all amounts owed to the
Surety Bond Issuer hereunder or the Reimbursement Agreement
according to their terms. Amounts held from time to time in
the Marine Reserve Account will continue to be held by the
Collateral Agent for the benefit of the Marine
Certificateholders and the Surety Bond Issuer, but the Marine
Reserve Account shall not be an asset of the Trust. At any
time on or after the reduction of the Specified marine Reserve
Account Requirement to zero, upon the Marine Certificate
Balance being reduced to zero and any interest owing on the
Marine Certificate being paid in full, funds held in the
Marine Reserve Account shall be remitted to the Depositor
after repayment to the Surety Bond Issuer of all amounts owing
to the Surety Bond Issuer hereunder and under the
Reimbursement Agreement upon the Depositor's written request.

SECTION 14.1A. RV Accounts. (a) The Servicer shall
establish and maintain an account (the "RV Collection Account") in the name of
the Trustee for the benefit of the Certificateholders and, to the extent herein
provided, for the benefit of the Surety Bond Issuer. The RV Collection Account
shall be a segregated, non-interest-bearing trust account initially established
with the Trustee and maintained with the Trustee so long as (i) the deposits of
the Trustee have the Required Deposit Rating or (ii) the RV Collection Account
is maintained as a fully segregated trust account. All amounts held in the RV
Collection Account (other than Purchase Amounts) shall be invested in Permitted
Investments by the Trustee, at the written direction of the Servicer, in each
case such investments maturing not later than the Deposit Date following the
Collection Period in which such amounts are so invested. Purchase Amounts
deposited on a Deposit Date shall not be invested. Such written direction
shall certify that any such investment is authorized by this Section 14.1A and
complies with the requirements of Permitted Investments as set forth in
Schedule C. The Servicer shall establish and maintain an account (the "RV
Certificate Account") in the name of the Trustee for the benefit of
Certificateholders and, to the extent provided herein, for the benefit of the
Surety Bond Issuer. The RV Certificate Account shall be a segregated,
non-interest-bearing trust account initially established with the Trustee and
maintained with the Trustee for so long as (x) the deposits of the Trustee have
the Required Deposit Rating or (y) the RV Certificate Account is maintained as
a fully segregated trust account. The amounts in the RV Certificate Account
shall not be invested. Should the deposits of the Trustee no longer have the
Required Deposit Rating and the RV Collection Account or the RV Certificate
Account, as applicable, shall not be maintained as a fully segregated trust
account, then the Servicer shall, with the Trustee's assistance as necessary,
cause the RV Certificate Account and/or the RV Collection Account to be moved,
within 60 days after the occurrence of the later of the loss of the Required
Deposit Rating or the cessation of such accounts being maintained as fully
segregated trust accounts, to a bank or trust company organized under the laws
of the United States of any state thereof, the deposits of which shall have the
Required Deposit Rating.

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(b) (i) The Depositor shall establish the RV Reserve
Account in the name of the Collateral Agent for the benefit of
the Certificateholders and the Surety Bond Issuer. The RV
Reserve Account shall be a segregated, non-interest-bearing
trust account initially established and maintained with the
Collateral Agent for so long as (x) the deposits of the
Collateral Agent have the Required Deposit Rating or (y) the
RV Reserve Account is maintained as a fully segregated trust
account. The RV Reserve Account shall not be property of the
Trust. All amounts held in the RV Reserve Account shall be
invested in Permitted Investments by the Collateral Agent, at
the written direction of the Depositor, in each case such
investments maturing not later than the Deposit Date following
the Collection Period in which such amounts are so invested.
Such written direction shall certify that any such investment
is authorized by this Section 14.1 and comply with the
requirements of Permitted Investments as set forth in Schedule
C. Should the deposits of the Collateral Agent no longer have
the Required Deposit Rating or the RV Reserve Account shall
not be maintained as a fully segregated trust account, then
the Depositor shall, with the Collateral Agent's assistance as
necessary, cause the RV Reserve Account to be moved, within 60
days after the occurrence of the later of the loss of the
Required Deposit Rating or the cessation of such accounts
being maintained as fully segregated trust accounts, to a bank
or trust company organized under the laws of the United States
or any state thereof, the deposits of which shall have the
Required Deposit Rating.

(ii) On the date of the issuance of the RV
Certificates, the Depositor shall cause the RV Reserve
Account Initial Deposit to be deposited into the RV Reserve
Account. The Depositor hereby grants to the Collateral Agent
for the benefit of the Certificateholders and the Surety Bond
Issuer a security interest in and to the RV Reserve Account
and any and all Account Property credited thereto from time to
time, including, but not limited to, Permitted Investments, to
secure payment of the Certificates according to their terms
and all amounts, owing to the Surety Bond Issuer hereunder and
under the Reimbursement Agreement. Amounts held from time to
time in the RV Reserve Account will continue to be held by the
RV Collateral Agent for the benefit of the Certificateholders
and the Surety Bond Issuer, but the RV Reserve Account shall
not be an asset of the Trust. At any time on or after the
reduction of the Specified RV Reserve Account Requirement to
zero, upon the RV Certificate Balance being reduced to zero
and any interest owing on the RV Certificates being paid in
full, funds held in the RV Reserve Account shall be remitted
to the Depositor after repayment to the Surety Bond Issuer of
all amounts owing to the Surety Bond Issuer hereunder and
under the Reimbursement Agreement upon the Depositor's written
request.

SECTION 14.1B. Account Property. (a) With respect to the
Account Property in respect of the Marine Reserve Account and the RV Reserve
Account, the Collateral Agent agrees that:

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A. any Account Property that is held in
deposit accounts shall be held solely in a bank with the
Required Deposit Rating; and each such deposit account shall
be subject to the exclusive dominion and control of the
Collateral Agent, and the Collateral Agent shall have sole
signature authority with respect thereto;

B. any Account Property that is
Physical Property shall be delivered to the Collateral Agent
in accordance with paragraph (a) of the definition of
"Delivery" and shall be held, pending maturity or disposition,
solely by the Collateral Agent or a securities intermediary
(as such term is defined in Section 8-102(a)(14) of the
Relevant UCC);

C. any Account Property that is a
"certificated security" under Article 8 of the Relevant UCC
shall be delivered to the Collateral Agent in accordance with
paragraph (b) of the definition of "Delivery" and shall be
held, pending maturity or disposition, solely by the
Collateral Agent or a securities intermediary (as such term is
defined in Section 8-102(a)(14) of the Relevant UCC);

D. any Account Property that is an
"uncertificated security" under Article 8 of the Relevant UCC
shall be delivered to the Collateral Agent in accordance with
paragraph (c) of the definition of "Delivery" and shall be
maintained by the Collateral Agent, pending maturity or
disposition, through continued registration on the books and
records of the issuer thereof of the ownership of such
security by the Collateral Agent (or its nominee) or a
securities intermediary (as such term is defined in Section
8-102(a)(14) of the Relevant UCC);

E. any Account Property that is a
book-entry security held through the Federal Reserve System
pursuant to Federal book-entry regulations shall be delivered
to the Collateral Agent in accordance with paragraph (d) of
the definition of "Delivery" and shall be maintained by the
Collateral Agent, pending maturity or disposition, through
continued book-entry registration of such Account Property in
the name of the Collateral Agent or a securities intermediary
(as such term is defined in Section 8-102(a)(14) of the
Relevant UCC);

F. any Account Property held through a
securities intermediary (as such term is defined in Section
8-102(a)(14) of the Relevant UCC) shall be held in a
securities account (as such term is defined in Section
8-501(a) of the Relevant UCC) that is established by such
securities intermediary in the name of the Collateral Agent
for which the Collateral Agent is the sole entitlement holder
(as defined in Section 8-102(a)(7) of the Relevant UCC).

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SECTION 14.2. Marine Collections. The Servicer shall remit
to the Marine Collection Account within two Business Days after receipt thereof
all Marine Collections, any amounts referred to in clauses (ii) and (iv) of the
definition of Marine Available Funds, each as collected during the Marine
Collection Period; provided, however, that the Servicer shall be permitted to
make remittances of Marine Collections, any amounts referred to in clause (ii)
of the definition of Marine Available Funds and Liquidation Proceeds to the
Collection Account in next-day funds or immediately available funds by 12:30
p.m. New York City time on the Deposit Date immediately following such
Collection Period if the specific terms and conditions set forth below in this
Section 14.2 are satisfied and only for so long as such terms and conditions
are satisfied:

(i) the Servicer shall be NationsCredit
Commercial or any other Successor Servicer pursuant to Section
17.3;

(ii) there exists no Event of Default (as
described below);

(iii) if the Servicer does not have a short term
debt rating or deposit rating, as applicable, of at least A-1
from S&P and P-1 from Moody's, a guaranty, letter of credit,
surety bond or other similar instrument is issued covering
Marine Collections and RV Collections, any amounts referred to
in clause (ii) of the definitions of Marine Available Funds
and RV Available Funds and Liquidation Proceeds held by
NationsCredit Commercial or its successor, which is acceptable
to the Rating Agencies and the Surety Bond Issuer and issued
by an entity, which has a short-term debt or deposit rating,
as applicable, of at least A-1 from S&P and P-1 from Moody's;
and

(iv) the Servicer, the Trustee, the Depositor and
the Surety Bond Issuer shall not have received any notice from
S&P or Moody's that failure to deposit such funds more
frequently will result in a reduction or withdrawal of the
then current rating on the Marine Certificates or the RV
Certificates by either S&P or Moody's; and

(v) no Person shall have asserted, in any legal
proceeding, the invalidity or unenforceability of the
Agreement or the Certificates;

The Trustee shall not be deemed to have knowledge of any event
or circumstance under clause (ii) above that would require remittance by the
Servicer of Marine Collections or RV Collections, and Liquidations Proceeds to
the Marine Collection Account or RV Collection Account, as applicable, two
Business Days after receipt thereof unless the Trustee has received notice of
such event or circumstance from the Depositor, the Servicer or the Surety Bond
Issuer in an Officer's Certificate or from the Holders of Certificates
evidencing not less than 25% of the Certificate Balance.

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SECTION 14.2A. RV Collections. The Servicer shall remit to
the RV Collection Account within two Business Days after receipt thereof all RV
Collections, any amounts referred to in clauses (ii) and (iv) of the definition
of RV Available Funds, each as collected during the RV Collection Period;
provided, however, that the Servicer shall be permitted to make remittances of
RV Collections, any amounts referred to in clause (ii) of the definition of RV
Available Funds and Liquidation Proceeds to the Collection Account in next-day
funds or immediately available funds by 12:30 p.m. New York City time on the
Deposit Date immediately following such Collection Period if the specific terms
and conditions set forth in clauses (i) through (iv) of Section 14.2 are
satisfied and only for so long as such terms and conditions are satisfied.

SECTION 14.3. Application of Marine Collections and RV
Collections. As of each Determination Date, all Marine Collections and RV
Collections for the related Collection Period shall be applied as follows:

With respect to each Marine Receivable and RV Receivable
(other than a Purchased Receivable), payments thereon by or on behalf of the
Obligor shall be applied first to late payment and extension fees, second to
interest accrued on the Marine Receivable or RV Receivable, as applicable,
third to principal due on the Marine Receivable or RV Receivable, as
applicable, during the related Collection Period, fourth to insurance premiums,
and fifth to administrative charges, if any. Last, any excess shall be applied
to prepay the Principal Balance of the Marine Receivable, in the case of Marine
Collections, or RV Receivables in the case of RV Collections.

SECTION 14.4. Additional Deposits. The Servicer and/or the
Depositor shall deposit (i) in the Marine Collection Account the aggregate
Purchase Amount with respect to Purchased Receivables that are Marine
Receivables and the Servicer shall deposit therein all amounts to be paid under
Sections 12.2, 13.7 and 20.2 which relate to the Marine Receivables and (ii) in
the RV Collection Account the aggregate Purchase Amount with respect to
Purchased Receivables that are RV Receivables and the Servicer shall deposit
therein all amounts to be paid under Sections 12.2, 13.7 and 20.2A which relate
to the RV Receivables. All such deposits shall be made in next-day funds or
immediately available funds by 12:30 p.m. New York City Time on the Deposit
Date relating to the Collection Period during which such repurchase, purchase
or other obligation arose. The Trustee shall deposit in the Marine Certificate
Account the aggregate of any amounts received from the Surety Bond Issuer
pursuant to Section 14.5(a)(iv) on the date of receipt thereof. The Trustee
shall deposit in the RV Certificate Account the aggregate of any amounts
received from the Surety Bond Issuer pursuant to Section 14.5A(a)(iv) on the
date of receipt thereof.

SECTION 14.5. Marine Distributions. (a) (i) On each
Deposit Date, the Trustee shall transfer all amounts on deposit in the Marine
Collection Account to the Marine Certificate Account, in immediately available
funds, less any funds identified in an Officer's Certificate of the Servicer as
proceeds of Marine Collections allocable to late payment and extension fees,
and administrative charges, provided, however, that in the event that the
Servicer is required to make

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deposits to the Marine Collection Account two Business Days after receipt
pursuant to Section 14.2, the amount of Marine Available Funds transferred from
the Marine Collection Account to the Marine Certificate Account will include
only those funds that were deposited into the Marine Collection Account in the
Collection Period relating to such Distribution Date. The amount of the
transfer from the Marine Collection Account to the Marine Certificate Account
shall be set forth in the Servicer's Certificate for such Distribution Date.

(ii) On each Deposit Date, the Trustee shall
transfer from the Marine Reserve Account to the Marine
Certificate Account an amount equal to (A) the lesser of (x)
the amount on deposit in the Marine Reserve Account and (y) an
amount equal to the shortfall, if any, between, (1) Marine
Available Funds for such Collection Period and (2) the sum of
(a) the Monthly Marine Interest Payment and any Carry-Over
Monthly Marine Interest, (b) the Monthly Marine Servicing Fee
and any Carry-Over Monthly Marine Servicing Fee to be
distributed to the Servicer pursuant to Section 14.5(b)(ii)
and (c) the Monthly Marine Principal Payment, each for the
related Distribution Date (collectively "Marine Priority
Distributions") reduced by (B) the amount of any distributions
made pursuant to clauses (vi) through (viii) of Section
14.5A(b) (the amount transferred pursuant to this clause (ii)
is the "Marine Reserve Account Withdrawal Amount" for such
Deposit Date).

The Marine Reserve Account Withdrawal Amount shall be set
forth in the Servicer's Certificate with respect to each Distribution Date.

(iii) On each Deposit Date, the Collateral Agent
shall transfer from the RV Reserve Account to the Marine
Certificate Account, an amount equal to the lesser of (x) the
amount on deposit in the RV Reserve Account (after giving
effect to any RV Reserve Account Withdrawal Amount to be
withdrawn from the RV Reserve Account on such date) and (y) an
amount equal to the shortfall between (A) the sum of (l)
Marine Available Funds for the related Collection Period, (2)
amounts distributed pursuant to clauses (vi) through (viii) of
Section 14.5A(b) and (3) the Marine Reserve Account Withdrawal
Amounts, if any, and (B) the Marine Priority Distributions
(the amount transferred pursuant to this clause (iii) is the
"RV Reserve Account Cross Collateral Withdrawal Amount" for
such Deposit Date). Any RV Reserve Account Cross Collateral
Withdrawal Amount distributed pursuant to this clause (iii)
shall be deemed to be outstanding until repaid pursuant to
Section 14.5(b)(xi) or Section 14.5(d).

(iv) If on any Determination Date the Servicer has
reported to the Trustee in the Servicer's Certificate that the
Servicer has determined that Marine Available Funds for the
related Distribution Date together with any amounts
distributed pursuant to clauses (vi) through (viii) of Section
14.5A(b), any Marine Reserve Account Withdrawal Amount for
such Distribution Date

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and any RV Reserve Account Cross Collateral Withdrawal Amount
for such Distribution Date are insufficient to provide for the
Marine Priority Distribution on such Distribution Date (the
amount of such insufficiency is referred to as the "Marine
Surety Drawing Amount" for such Distribution Date), then,
after receipt of such Servicer's Certificate, the Trustee
shall promptly (and in any event not later than 2:00 p.m. (New
York time) on the second Business Day prior to the
Distribution Date) deliver a completed demand for payment
under the Surety Bond to the Surety Bond Issuer requesting
payment in an amount equal to the Surety Drawing Amount for
such Distribution Date. The Surety Bond Issuer shall pay or
cause to be paid the amount of such demand for payment to the
Trustee for credit to the Marine Certificate Account, subject
to the terms of the Surety Bond, no later than the later of
11:00 a.m. (New York time) on the related Deposit Date and
the second Business Day after the Surety Bond Issuer receives
a demand for payment.

(b) On each Distribution Date, as set forth in the
Servicer's Certificate for such Distribution Date, the Trustee will make the
following distributions from the Marine Certificate Account in the following
order of priority:

(i) to the Marine Certificateholders of record as
of the related Record Date, the Monthly Marine Interest
Payment and any Carry-Over Marine Monthly Interest;

(ii) if the Servicer is not NationsCredit
Commercial or an affiliate thereof, to the Servicer, the
Monthly Marine Servicing Fee and any Carry-Over Monthly Marine
Servicing Fee;

(iii) to the Marine Certificateholders of record as
of the related Record Date, the Monthly Marine Principal
Payment;

(iv) if NationsCredit Commercial or an affiliate
thereof is the Servicer, to the Servicer, the Monthly Marine
Servicing Fee and any Carry-Over Monthly Marine Servicing Fee;

(v) to the Surety Bond Issuer, any amounts owing
to the Surety Bond Issuer hereunder and pursuant to the
Reimbursement Agreement which are allocable to the Marine
Certificates (in the reasonable commercial judgment of the
Servicer) and not paid;

(vi) to the RV Certificateholders an amount up to
the shortfall, between (x) the amount paid to RV
Certificateholders on such Distribution Date pursuant to
Section 14.5A(b)(i), and the Monthly RV Interest Payment for
such Distribution Date and any Carry-Over Monthly RV Interest
Payment from prior Distribution Dates;

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(vii) if NationsCredit Commercial or an affiliate
thereof is not the Servicer, to the Servicer, an amount up to
the shortfall between (x) the amount paid to the Servicer on
such Distribution Date pursuant to Section 14.5A(b)(ii), and
(y) the Monthly RV Servicing Fee for such Distribution Date
and any Carry-Over Monthly RV Servicing Fee from prior
Distribution Dates;

(viii) to the RV Certificateholders, an amount up to
the shortfall between (x) the amount paid to the RV
Certificateholders on such Distribution Date pursuant to
Section 14.5A(b)(iii), and (y) the Monthly RV Principal
Payment for such Distribution Date;

(ix) if NationsCredit Commercial or an affiliate
thereof is the Servicer, to the Servicer, an amount up to the
shortfall between (x) the amount paid to the Servicer on such
Distribution Date pursuant to Section 14.5A(b)(iv), and (y)
the Monthly RV Servicing Fee for such Distribution Date and
any Carry-Over Monthly RV Servicing Fee from prior
Distribution Dates;

(x) to the Surety Bond Issuer, an amount up to
the shortfall between (x) the amount paid to the Surety Bond
Issuer on such Distribution Date pursuant to Section
14.5A(b)(v), and (y) amounts owing to the Surety Bond Issuer
under the Reimbursement Agreement which are allocable to the
RV Certificates (in the reasonable commercial judgment of the
Servicer) and not paid;

(xi) to the Collateral Agent, an amount up to the
lesser of (x) the sum of any outstanding RV Reserve Account
Cross Collateral Withdrawal Amounts from prior Distribution
Dates which have not been repaid pursuant to this clause (xi)
or deemed repaid pursuant to Section 14.5(d) and (y) the
shortfall between the Specified RV Reserve Account Requirement
and the amount on deposit in the RV Reserve Account on such
Distribution Date after giving effect to the distribution set
forth in clause (xi) of Section 14.5A(b), for deposit into the
RV Reserve Account;

(xii) to the Collateral Agent, for deposit into the
Marine Reserve Account, an amount up to the shortfall between
the Specified Marine Reserve Account Requirement and the
amount on deposit in the Marine Reserve Account on such
Distribution Date without giving effect to the distributions,
if any, on such Distribution Date set forth in clauses (xi)
and (xiii) of Section 14.5A(b) on such date for deposit into
the Marine Reserve Account;

(xiii) to the Collateral Agent, an amount up to the
shortfall between the Specified RV Reserve Account Requirement
and the amount on deposit in the RV Reserve Account on such
Distribution Date, after giving effect to the distribution,
set forth in clause (xi) above and clause (xii) of Section
14.5A(b), for deposit into the RV Reserve Account; and

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(xiv) to the Depositor, any remaining amounts.

(c) On each Distribution Date as set forth in the
Servicer's Certificate for such Distribution Date, the Trustee shall withdraw
from the Marine Reserve Account and distribute to the Depositor an amount equal
to the excess, if any, of (x) the amount on deposit in the Marine Reserve
Account over (y) the Specified Marine Reserve Account Requirement for such
Distribution Date.

(d) On any Distribution Date where the amount on deposit
in the RV Reserve Account (without giving effect to any withdrawals from or
deposits into the RV Marine Account on such Distribution Date) equals the
Specified RV Reserve Account Balance on such Distribution Date, all outstanding
RV Reserve Account Cross Collateral Withdrawal Amounts from prior Distribution
Dates shall be deemed to have been repaid on such Distribution Date.

Distributions to Certificateholders, except in the case of
distributions under Section 20.1, shall be made by check mailed by the Trustee
to each Certificateholder's respective address of record on the Certificate
Register (or, where a Clearing Agency is the Certificateholder, by delivery of
immediately available funds) and distributions to the Servicer, the Surety Bond
Issuer, the Collateral Agent or the Depositor shall be made by wire transfer of
immediately available funds.

SECTION 14.5A. RV Distributions. (a) (i) On each Deposit
Date, the Trustee shall transfer all amounts on deposit in the RV Collection
Account to the RV Certificate Account, in immediately available funds, less any
funds identified in an Officer's Certificate of the Servicer as proceeds of RV
Collections allocable to late payment and extension fees, and administrative
charges, provided, however, that in the event that the Servicer is required to
make deposits to the RV Collection Account two Business Days after receipt
pursuant to Section 14.2, the amount of RV Available Funds transferred from the
RV Collection Account to the RV Certificate Account will include only those
funds that were deposited into the Collection Account in the Collection Period
relating to such Distribution Date. The amount of the transfer from the RV
Collection Account to the RV Certificate Account shall be set forth in the
Servicer's Certificate for such Distribution Date.

(ii) On each Deposit Date, the Collateral Agent
shall transfer from the RV Reserve Account to the RV
Certificate Account an amount equal to (A) the lesser of (x)
the amount on deposit in the RV Reserve Account and (y) an
amount equal to the shortfall, if any, between, (1) RV
Available Funds for such Collection Period and (2) the sum of
(a) the Monthly RV Interest Payment and any Carry-Over
Monthly RV Interest, (b) the Monthly RV Servicing Fee and any
Carry-Over Monthly RV Servicing Fee to be distributed to the
Servicer pursuant to Section 14.5A(b)(ii) and (c) the Monthly
RV Principal Payment and any Carry-Over Monthly Principal
Payment, each for the related Distribution Date (collectively
"RV Priority Distributions") reduced by (B) the amount of any
distributions made pursuant to clauses (vi) through (viii) of
Section 14.5(b) (the

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amount transferred pursuant to this clause (ii) is the " RV
Reserve Account Withdrawal Amount" for such Deposit Date).

The RV Reserve Account Withdrawal Amount shall be set forth in
the Servicer's Certificate with respect to each Distribution Date.

(iii) On each Deposit Date, the Trustee shall
transfer from the Marine Reserve Account to the RV Certificate
Account, an amount equal to the lesser of (x) the amount on
deposit in the Marine Reserve Account (after giving effect to
any Marine Reserve Account Withdrawal Amount to be withdrawn
from the Marine Reserve Account on such date) and (y) an
amount equal to the shortfall between (A) the sum of (1) RV
Available Funds for the related Collection Period, (2) any
amounts distributed pursuant to clauses (vi) through (viii) of
Section 14.5(b) and (3) the RV Reserve Account Withdrawal
Amount, if any, and (B) the RV Priority Distributions (the
amount transferred pursuant to this clause (iii) is the
"Marine Reserve Account Cross Collateral Withdrawal Amount").
Any Marine Reserve Account Cross Collateral Withdrawal Amount
distributed pursuant to this clause (iii) shall be deemed to
be outstanding until repaid pursuant to Section 14.5A(b)(xi)
or deemed to be repaid pursuant to Section 14.5A(d).

(iv) If on any Determination Date the Servicer has
reported to the Trustee in the Servicer's Certificate that the
Servicer has determined that RV Available Funds for the
related Distribution Date together with any amounts
distributed pursuant to clauses (vi) through (viii) of Section
14.5(b), any RV Reserve Account Withdrawal Amount for such
Distribution Date and any Marine Reserve Account Cross
Collateral Withdrawal Amount for such Distribution Date are
insufficient to provide for the RV Priority Distribution on
such Distribution Date (the amount of such insufficiency is
referred to as the "RV Surety Drawing Amount" for such
Distribution Date), then, after receipt of such Servicer's
Certificate, the Trustee shall promptly (and in any event not
later than 2:00 p.m. (New York time) on the second Business
Day prior to the Distribution Date) deliver a completed demand
for payment under the Surety Bond to the Surety Bond Issuer
requesting payment in an amount equal to the Surety Drawing
Amount for such Distribution Date. The Surety Bond Issuer
shall pay or cause to be paid the amount of such demand for
payment to the Trustee for credit to the Certificate Account,
subject to the terms of the Surety Bond, no later than the
later of 11:00 a.m. (New York time) on the related Deposit
Date and the second Business Day after the Surety Bond Issuer
receives a demand for payment.

(b) On each Distribution Date, as set forth in the
Servicer's Certificate for such Distribution Date, the Trustee will make the
following distributions from the RV Certificate Account in the following order
of priority:

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(i) to the RV Certificateholders of record as of
the related Record Date, the Monthly RV Interest Payment and
any Carry-Over RV Monthly Interest;

(ii) if the Servicer is not NationsCredit
Commercial or an affiliate thereof, to the Servicer, the
Monthly RV Servicing Fee and any Carry-Over Monthly RV
Servicing Fee;

(iii) to the RV Certificateholders of record as of
the related Record Date, the Monthly RV Principal Payment;

(iv) if NationsCredit Commercial or an affiliate
thereof is the Servicer, to the Servicer, the Monthly RV
Servicing Fee and any Carry-Over Monthly RV Servicing Fee;

(v) to the Surety Bond Issuer, any amounts owing
to the Surety Bond Issuer hereunder and pursuant to the
Reimbursement Agreement which are allocable to the RV
Certificates (in the reasonable commercial judgment of the
Servicer) and not paid;

(vi) to the Marine Certificateholders an amount up
to the shortfall between (x) the amount paid to the Marine
Certificateholders pursuant to Section 14.5(b)(i), and (y) the
Monthly Marine Interest Payment for such Distribution Date and
any Carry-Over Monthly Marine Interest Payment from prior
Distribution Dates;

(vii) if NationsCredit Commercial or an affiliate
thereof is not the Servicer, to the Servicer, an amount up to
the shortfall between (x) the amount paid to the Servicer on
such Distribution Date pursuant to Section 14.5(b)(ii), and
(y) the Monthly Marine Servicing Fee for such Distribution
Date and any Carry-Over Monthly Marine Servicing Fee from
prior Distribution Dates;

(viii) to the Marine Certificateholders, an amount
up to the shortfall between (x) the amount paid to the Marine
Certificateholders on such Distribution Date pursuant to
Section 14.5(b)(iii), and (y) the Monthly Marine Principal
Payment for such Distribution Date;

(ix) if NationsCredit Commercial or an affiliate
thereof is the Servicer, to the Servicer, an amount up to the
shortfall between (x) the amount paid to the Servicer on such
Distribution Date pursuant to Section 14.5(b)(iv), and (y) the
Monthly Marine Servicing Fee for such Distribution Date and
any Carry-Over Monthly Marine Servicing Fee from prior
Distribution Dates;

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(x) to the Surety Bond Issuer, an amount up to
the shortfall between (x) the amount paid to the Surety Bond
Issuer on such Distribution Date pursuant to Section
14.5(b)(v), and (y) amounts owing to the Surety Bond Issuer
under the Reimbursement Agreement which are allocable to the
Marine Certificates (in the reasonable commercial judgment of
the Servicer) and not paid;

(xi) to the Collateral Agent, an amount up to the
lesser of (x) the sum of any outstanding Marine Reserve
Account Cross Collateral Withdrawal Amounts form prior
Distribution Dates which have not been repaid pursuant to this
clause (xi) or Section 14.5A(d) and (y) the shortfall, if any,
between the Specified Marine Reserve Account Requirement and
the amount on deposit in the Marine Reserve Account on such
Distribution Date after giving effect to the distribution set
forth in clause (xii) of Section 14.5(b), for deposit into the
Marine Reserve Account;

(xii) to the Collateral Agent for deposit into the
Marine Reserve Account, an amount up to the shortfall between
the Specified RV Reserve Account Requirement and the amount on
deposit in the RV Reserve Account on such Distribution Date
without giving effect to the distributions, if any, on such
Distribution Date set forth in clauses (xi) and (xiii) of
Section 14.5(b) on such date for deposit into the RV Reserve
Account;

(xiii) to the Collateral Agent, an amount up to the
shortfall between the Specified Marine Reserve Account
Requirement and the amount on deposit in the Marine Reserve
Account, after giving effect to the distribution set forth in
clause (xi) and (xii) of Section 14.5(b) for deposit into the
Marine Reserve Account; and

(xiv) to the Depositor, any remaining amounts.

(c) On each Distribution Date as set forth in the
Servicer's Certificate for such Distribution Date, the Trustee shall withdraw
from the RV Reserve Account and distribute to the Depositor an amount equal to
the excess, if any, of (x) the amount on deposit in the RV Reserve Account over
(y) the Specified RV Reserve Account Requirement for such Distribution Date.

(d) On any Distribution Date where the amount on deposit
in the Marine Reserve Account (without giving effect to any withdrawals from or
deposits into the Marine Reserve Account on such Distribution Date) equals the
Specified Marine Reserve Account Balance on such Distribution Date, all
outstanding Marine Reserve Account Cross Collateral Withdrawal Amounts from
prior Distribution Dates shall be deemed to have been repaid on such
Distribution Date.

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the Surety Bond Issuer, the Collateral Agent or the Depositor shall be made by
wire transfer of immediately available funds.

SECTION 14.6. Net Deposits. For so long as the Servicer
shall be entitled pursuant to Section 14.2 to remit Marine Collections on a
monthly basis rather than more frequently, the Servicer may make the
remittances pursuant to Sections 14.2 and 14.4 above net of amounts to be
distributed to the Servicer pursuant to Section 14.5(b). Nonetheless, the
Servicer shall account for all the above described remittances and
distributions in the Servicer's Certificate as if the amounts were deposited
and/or transferred separately. For so long as Servicer shall be entitled
pursuant to Section 14.2A to remit RV Collections on a monthly basis rather
than more frequently, the Servicer may make the remittances pursuant to
Sections 14.2A and 14.4 above net of amounts to be distributed to the Servicer
pursuant to Section 14.5A(b). Nonetheless, the Servicer shall account for all
the above described remittances and distributions in the Servicer's Certificate
as if the amounts were deposited and/or transferred separately.

SECTION 14.7. Statements to Marine Certificateholders. (a)
On each Distribution Date, the Servicer shall provide to the Trustee the
Statement to Certificateholders, setting forth for the Collection Period
relating to such Distribution Date the following information (stated in the
case of items (i), (ii) and (iii), on the basis of $1,000 initial principal
amount) as of such Distribution Date a copy of which shall be forwarded by the
Trustee to each Certificateholder on such Distribution Date:

(i) The amount of the Marine Certificateholder's
distribution which constitutes the Monthly Marine Principal
Payment;

(ii) The amount of the Marine Certificateholder's
distribution which constitutes the Monthly Marine Interest
Payment (including any Carry-Over Monthly Marine Interest);

(iii) The Marine Certificateholder's pro rata
portion of the Monthly Marine Servicing Fee (including any
Carry-Over Monthly Marine Servicing Fee);

(iv) The Marine Certificate Balance and the Marine
Certificate Factor as of the close of business on such
Distribution Date; and

(v) The Marine Pool Balance as of the last day of
the related Collection Period.

(b) Within the prescribed period of time for tax
reporting purposes after the end of each calendar year during the term of the
Agreement, the Trustee shall mail, to each Person who at any time during such
calendar year shall have been a Marine Certificateholder, a statement
containing the sum of the amounts determined in each of clauses (i) and (ii),
for such calendar year or, in the event such Person shall have been a Marine
Certificateholder during a portion of such calendar year, for the applicable
portion of such year.

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SECTION 14.7A. Statements to RV Certificateholders. (a) On
each Distribution Date, the Servicer shall provide to the Trustee the Statement
to Certificateholders, setting forth for the Collection Period relating to such
Distribution Date the following information (stated in the case of items (i),
(ii) and (iii), on the basis of $1,000 initial principal amount) as of such
Distribution Date a copy of which shall be forwarded by the Trustee to each
Certificateholder on such Distribution Date:

(i) The amount of the RV Certificateholder's
distribution which constitutes the Monthly RV Principal
Payment;

(ii) The amount of the RV Certificateholder's
distribution which constitutes the Monthly RV Interest Payment
(including any Carry-Over RV Monthly Interest);

(iii) The RV Certificateholder's pro rata portion
of the Monthly RV Servicing Fee (including any Carry-Over
Monthly RV Servicing Fee);

(iv) The RV Certificate Balance and the RV
Certificate Factor as of the close of business on such
Distribution Date; and

(v) The RV Pool Balance as of the last day of the
related Collection Period.

(b) Within the prescribed period of time for tax
reporting purposes after the end of each calendar year during the term of the
Agreement, the Trustee shall mail, to each Person who at any time during such
calendar year shall have been a RV Certificateholder, a statement containing
the sum of the amounts determined in each of clauses (i) and (ii), for such
calendar year or, in the event such Person shall have been a RV
Certificateholder during a portion of such calendar year, for the applicable
portion of such year.

ARTICLE XIV A
The Surety Bond

SECTION 14A.1. The Surety Bond. The Servicer and the Depositor
agree, simultaneously with the execution and delivery of this Agreement, to
cause the Surety Bond Issuer to issue the Surety Bond to the Trustee for the
benefit of the Trust in accordance with the terms thereof.

SECTION 14A.2. Preference Events. If the payment guaranteed by
the Surety Bond Issuer under the Surety Bond is voided pursuant to a final and
non-appealable order (a "Preference Event") under any applicable bankruptcy,
insolvency, receivership or similar law in an Insolvency Proceeding and, as a
result of such a Preference Event, the Trustee is required to return such
voided payment, or any portion of such voided payment, made in respect of the
Certificates

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(an "Avoided Payment"), the Trustee shall furnish to the Surety Bond Issuer:
(x) a certified copy of a final order of a court exercising jurisdiction in
such Insolvency Proceeding to the effect that the Trustee is required to return
any such payment or portion thereof during the term of the Surety Bond because
such payment was voided under applicable law, with respect to which order the
appeal period has expired without an appeal having been filed (the "Final
Order"), (y) an assignment, in form reasonably satisfactory to the Surety Bond
Issuer, irrevocably assigning to the Surety Bond Issuer all rights and claims
of the Trustee relating to or arising under such Avoided Payment and (z) a
Notice for Payment appropriately completed and executed by the Trustee.

SECTION 14A.3. Surrender of Surety Bond. The Trustee shall
surrender the Surety Bond to the Surety Bond Issuer for cancellation upon its
expiration in accordance with the terms thereof.

SECTION 14A.4. Replacement Surety Bond. In the event of a
Surety Bond Issuer Default or the rating of the Surety Bond Issuer is
downgraded by any Rating Agency such that the rating of the Certificates is
reduced, suspended or withdrawn, the Servicer shall be permitted, in accordance
with the terms of the Reimbursement Agreement, but shall not be obligated, to
substitute a new surety bond for the Surety Bond or may arrange for any other
form of credit enhancement; provided, however, that, in each case, the rating
of the Certificates following any such substitution shall be the highest rating
available for each of the Rating Agencies and provided further that the Surety
Bond Issuer is reimbursed for all amounts due under this Agreement and the
Reimbursement Agreement. It shall be a condition to substitution of any such
new surety bond or other form of credit enhancement that there be delivered to
the Trustee (i) an Officer's Certificate by the Servicer stating that the
conditions to such substitution set forth in this Section 14A.4 (other than in
clause (ii)) have been satisfied and (ii) a legal opinion, acceptable in form
to the Trustee, from counsel to the provider of such surety bond or other form
of credit enhancement with respect to the enforceability thereof and such other
matters as the Trustee may require. Upon receipt of written notice of any such
substitution from the Servicer and the taking of physical possession of the
replacement surety bond or other form of credit enhancement, the Trustee shall,
within five (5) Business Days following receipt of such notice and such taking
of physical possession, deliver the Surety Bond marked "Cancelled" to the
Surety Bond Issuer, and the Surety Bond Issuer will have no further liability
under the Surety Bond.

ARTICLE XV
The Certificates

SECTION 15.1. The Certificates. The Certificates shall be
issued in book-entry form in minimum denominations representing $1,000 of
initial principal balance of the Receivables and in integral multiples thereof;
provided, however, that one Marine Certificate and one RV Certificate may be
issued in a denomination that includes any residual amount and that such Marine
Certificate and such RV Certificate shall be retained by the Depositor
(collectively such Certificates being, the "Residual Certificates"). The
Certificates shall be executed by the Trustee on behalf of the Trust solely in
its capacity as Trustee by manual or facsimile signature

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of a Trustee Officer. Certificates bearing the manual or facsimile signatures
of individuals who were, at the time when such signatures shall have been
affixed, authorized to sign on behalf of the Trust, shall be valid and binding
obligations of the Trust, notwithstanding that such individuals or any of them
shall have ceased to be so authorized prior to the authentication and delivery
of such Certificates or did not hold such offices at the date of such
Certificates.

SECTION 15.2. Authentication of Certificates. The Trustee
shall cause the Certificates to be executed on behalf of the Trust,
authenticated and delivered to or upon the written order of the Depositor,
signed by the Depositor's chairman of the board, the president, any vice
chairman of the board, any vice president, the treasurer, any assistant
treasurer or the controller of the Depositor, without further corporate action
by the Depositor, in authorized denominations, pursuant to the Agreement. No
Certificate shall entitle its holder to any benefit under the Agreement, or
shall be valid for any purpose, unless there shall appear on such Certificate a
certificate of authentication substantially in the form set forth in Exhibits
B-1 and B-2 hereto executed by the Trustee by manual signature; such
authentication shall constitute conclusive evidence that such Certificate shall
have been duly authenticated and delivered hereunder. All Certificates shall
be dated the date of their authentication.

SECTION 15.3. Registration of Transfer and Exchange of
Certificates. (a) The Certificate Registrar shall keep or cause to be kept,
at the office or agency maintained pursuant to Section 15.7, a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Trustee shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided. The Trustee shall be the
initial Certificate Registrar.

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

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

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

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SECTION 15.4. Mutilated, Destroyed, Lost or Stolen
Certificates. If (a) any mutilated Certificate shall be surrendered to the
Certificate Registrar, or if the Certificate Registrar shall receive evidence
to its satisfaction of the destruction, loss or theft of any Certificate and
(b) there shall be delivered to the Certificate Registrar or the Trustee such
security or indemnity as may be required by them to save each of them harmless,
then in the absence of notice that such Certificate shall have been acquired by
a bona fide purchaser, the Trustee on behalf of the Trust shall execute and the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Certificate, a new Certificate of like
tenor and denomination. In connection with the issuance of any new Certificate
under this Section 15.4, the Trustee and the Certificate Registrar may require
the payment of a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection therewith. Any duplicate Certificate issued
pursuant to this Section 15.4 shall Constitute conclusive evidence of ownership
in the Trust, as if originally issued, whether or not the lost, stolen or
destroyed Certificate shall be found at any time.

SECTION 15.5. Persons Deemed Owners. Prior to due
presentation of a Certificate for registration of transfer, the Trustee or the
Certificate Registrar may treat the Person in whose name any Certificate shall
be registered as the owner of such Certificate for the purpose of receiving
distributions pursuant to Section 14.5 and for all other purposes whatsoever,
and neither the Trustee nor the Certificate Registrar shall be bound by any
notice to the contrary.

SECTION 15.6. Access to List of Certificateholders Names and
Addresses. At such time as the Certificates exist as Definitive Certificates,
the Trustee shall furnish or cause to be furnished to the Servicer and the
Surety Bond Issuer, within 15 days after receipt by the Trustee of a request
therefor from the Servicer or the Surety Bond Issuer in writing, a list, of the
names and addresses of the Certificateholders as of the most recent Record
Date. If three or more Certificateholders, or one or more Holders of
Certificates aggregating not less than 25% of the Certificate Balance, apply in
writing to the Trustee, and such application states that the applicants desire
to communicate with other Certificateholders with respect to their rights under
the Agreement or under the Certificates and such application shall be
accompanied by a copy of the communication that such applicants propose to
transmit, then the Trustee shall promptly after the receipt of such
application, afford such applicants access during normal business hours to the
current list of Certificateholders. Each Holder, by receiving and holding a
Certificate, shall be deemed to have agreed to hold neither the Servicer nor
the Trustee accountable by reason of the disclosure of its name and address,
regardless of the source from which such information was derived.

SECTION 15.7. Maintenance of Office or Agency. The Trustee
shall maintain in the Borough of Manhattan, the City of New York, an office or
offices or agency or agencies where Certificates may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trustee in respect of the Certificates and the Agreement may be served.
The Trustee initially designates the Corporate Trust Office as specified in the
Agreement as its office for such purposes. The Trustee shall give prompt
written notice to the Servicer and

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to Certificateholders of any change in the location of the Certificate Register
or any such office or agency.

SECTION 15.8. Book-Entry Certificates. The Certificates,
upon original issuance (except for the Residual Certificate), will be issued in
the form of one or more global Certificates registered in the name of the
nominee of The Depository Trust Company, the initial Clearing Agency, by or on
behalf of the Depositor. The Certificates delivered to The Depository Trust
Company shall initially be registered on the Certificate Register in the name
of CEDE & CO., the nominee of the initial Clearing Agency, and no Certificate
Owner will receive a physical certificate representing such Certificate Owner's
interest in the Certificates, except as provided in Section 15.10. Unless and
until definitive, fully registered Certificates (the "Definitive Certificates")
have been issued to Certificate Owners pursuant to Section 15.10:

(i) the provisions of this Section 15.8 shall be
in full force and effect;

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

(iii) to the extent that the provisions of this
Section 15.8 conflict with any other provisions of the
Agreement, the provisions of this Section 15.8 shall control;

(iv) the rights of Certificate Owners shall be
exercised only through the Clearing Agency and shall be
limited to those established by law and agreements between
such Certificate Owners and the Clearing Agency and/or the
Clearing Agency Participants. Pursuant to the Depository
Agreement, unless and until Definitive Certificates are issued
pursuant to Section 15.10, the initial Clearing Agency will
make book-entry transfers among the Clearing Agency
Participants and receive and transmit distributions of
principal and interest on the Certificates to such Clearing
Agency Participants; and

(v) whenever the Agreement requires or permits
actions to be taken based upon instructions or directions of
Holders of Certificates evidencing a specified percentage of
the Pool Balance the Clearing Agency will take such actions
with respect to specified percentages of the Pool Balance only
at the direction of and on behalf of Clearing Agency
Participants whose holdings include undivided interests that
satisfy such specified percentages. DTC may take conflicting
actions with respect to other undivided interests to the
extent that such actions are taken on behalf of Clearing
Agency Participants whose holdings include such undivided
interests.

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SECTION 15.9. Notices to Clearing Agency. Whenever notice or
other communication to the Certificateholders is required under the Agreement,
other than to the Holder of the Residual Certificate, unless and until
Definitive Certificates shall have been issued to Certificate Owners pursuant
to Section 15.10, the Trustee and the Servicer shall give all such notices and
communications specified herein to be given to Holders of the Certificates to
the Clearing Agency.

SECTION 15.10. Definitive Certificates. If (i) the Depositor
advises the Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities as Depository with respect to
the Certificates and the Trustee or the Depositor is unable to locate a
qualified successor, (ii) the Depositor, at its option, elects to terminate the
book-entry system through the Clearing Agency, or (iii) after the occurrence of
an Event of Default, Certificate owners representing beneficial interests
aggregating not less than 51% of the Certificate Balance advise the Trustee and
the Clearing Agency through the Clearing Agency Participants in writing that
the continuation of a book-entry system through the Clearing Agency is no
longer in the best interests of the Certificate Owners, then the Trustee
through the Clearing Agency shall notify all Certificate Owners of the
occurrence of any such event and of the availability through the Clearing
Agency of Definitive Certificates. Upon surrender by the Clearing Agency of
the global Certificates representing the Certificates and instructions for
re-registration, the Trustee shall issue the Definitive Certificates and
deliver such Definitive Certificates in accordance with the instructions of the
Clearing Agency. Neither the Depositor, the Certificate Registrar nor the
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Certificates, the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder. The
Trustee shall not be liable if the Trustee or the Depositor is unable to locate
a qualified successor Clearing Agency.

ARTICLE XVI
The Depositor

SECTION 16.1. Representations of Depositor. The Depositor
makes the following representations on which the Trustee relies in accepting
the Receivables in trust and executing and authenticating the Certificates.

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

(ii) Due Qualification. The Depositor shall be
duly qualified to do business as a foreign corporation in good
standing, and shall have obtained all

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necessary licenses and approvals, in all jurisdictions in
which the ownership or lease of property or the conduct of its
business shall require such qualifications.

(iii) Principal Place of Business. The Depositor's
principal place of business and chief executive office is
located in the State of Texas.

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

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

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

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

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(viii) All Consents Required. All approvals,
authorizations, consents, orders or other actions of any
Person or of any governmental body or official required in
connection with the execution and delivery by the Depositor of
the Agreement, the Reimbursement Agreement and the
Certificates, the performance by the Depositor of the
transactions contemplated by the Agreement, the Reimbursement
Agreement and the Certificates, and the fulfillment by the
Depositor of the terms hereof, have been obtained; provided,
however, that the Depositor makes no representation or
warranty regarding State securities or "blue sky" laws in
connection with the distribution of the Certificates.

SECTION 16.2. Liability of Depositor; Indemnities. The
Depositor shall be liable in accordance herewith only to the extent of the
obligations specifically undertaken by the Depositor under the Agreement:

(i) The Depositor shall indemnify, defend and
hold harmless the Trustee (which for purposes of this Section
16.2 shall include its directors, employees, officers and
agents), the Surety Bond Issuer and the Trust from and against
any taxes that may at any time be asserted against the Trustee
or the Trust with respect to, and as of the date of, the sale
of the Receivables to the Trustee or the issuance and original
sale of the Certificates, including any sales, gross receipts,
general corporation, tangible personal property, privilege or
license taxes (but, in the case of the Trust, not including
any taxes asserted with respect to ownership of the
Receivables or Federal or other income taxes arising out of
the transactions contemplated by the Agreement) and costs and
expenses in defending against the same.

(ii) The Depositor shall indemnify, defend and
hold harmless the Trustee, Collateral Agent and the Securities
Intermediary (as defined under each Securities Account Control
Agreement (the "Control Agreement") dated September 30, 1997
among the Depositor, the Collateral Agent and Bankers Trust
Company, as securities intermediary (which for purposes of
this Section 16.2 shall include their directors, employees,
officers and agents), the Surety Bond Issuer and the Trust
from and against any loss, liability or expense incurred by
reason of (a) the Depositor's willful misfeasance, bad faith
or negligence in the performance of its duties under the
Agreement, or by reason of reckless disregard of its
obligations and duties under the Agreement, (b) the
Depositor's violation of Federal or State securities laws in
connection with the registration of the sale of the
Certificates, (c) any action taken by the Trustee at the
direction of the Servicer pursuant to Section 13.1 or
otherwise or (d) the performance of the Securities
Intermediary of its duties under the Control Agreement.

Indemnification under this Section 16.2 shall survive the
termination of the Agreement and the resignation or removal of the Trustee, and
shall include, without limitation,

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reasonable fees and expenses of counsel and expenses of litigation. If the
Depositor shall have made any indemnity payments to the Trustee pursuant to
this Section 16.2 and the Trustee thereafter shall collect any of such amounts
from others, the Trustee shall repay such amounts to the Depositor, without
interest.

SECTION 16.3. Merger or Consolidation of, or Assumption of
the Obligations of Depositor. Any Person (a) into which the Depositor may be
merged or consolidated, (b) which may result from any merger or consolidation
to which the Depositor shall be a party, or (c) which may succeed to the
properties and assets of the Depositor substantially as a whole, which Person
in any of the foregoing cases executes an agreement of assumption to perform
every obligation of the Depositor under the Agreement and the Reimbursement
Agreement, shall be the successor to the Depositor hereunder without the
execution or filing of any document or any further act by any of the parties to
the Agreement; provided, however, that (i) immediately after giving effect to
such transaction, no representation or warranty made pursuant to Section 12.1
shall have been breached and no Event of Default, and no event that, after
notice or lapse of time or both, would become an Event of Default, shall have
happened and be continuing, (ii) the Depositor shall have delivered to the
Trustee an Officer's Certificate and an Opinion of Counsel each stating that
such consolidation, merger or succession and such agreement of assumption
comply with this Section 16.3 and (iii) the Depositor shall have delivered an
Opinion of Counsel either (A) stating that, in the opinion of such counsel, all
financing statements and continuation statements and amendments thereto have
been executed and filed that are necessary fully to preserve and protect the
interest of the Trustee in the Receivables, and reciting the details of such
filings, or (B) stating that, in the opinion of such counsel, no such action
shall be necessary to preserve and protect such interest. The Depositor shall
provide notice of any merger, consolidation or succession pursuant to this
Section 16.3 to each Rating Agency and the Surety Bond Issuer. Notwithstanding
anything herein to the contrary, the Depositor shall not consummate any
transaction of a type referred to in clauses (a), (b) or (c) above unless at
such time or prior thereto the foregoing agreement of assumption shall have
been executed and the conditions described in clauses (i), (ii) and (iii) shall
have been satisfied.

SECTION 16.4. Limitation on Liability of Depositor and
Others. The Depositor and any director or officer or employee or agent of the
Depositor may rely in good faith on the advice of counsel or on any document of
any kind, prima facie properly executed and submitted by any Person respecting
any matters arising hereunder. The Depositor shall not be under any obligation
to appear in, prosecute or defend any legal action that shall not be incidental
to its obligations under the Agreement, and that in its opinion may involve it
in any expense or liability.

SECTION 16.5. Depositor May Own Certificates. The Depositor
and any Person controlling, controlled by or under common control with, the
Depositor may in its individual or any other capacity become the owner or
pledgee of Certificates with the same rights as it would have if it were not
the Depositor or an affiliate thereof, except as otherwise provided in the
definition of "Certificateholder" specified in Section 11.1. Certificates so
owned by or pledged to the Depositor or such controlling or commonly controlled
Person shall have an equal and

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proportionate benefit under the provisions of the Agreement, without
preference, priority or distinction as among all the Certificates.

SECTION 16.6. Depositor's Interest in Reserve Accounts; No
Transfer. The Depositor hereby acknowledges that the Marine Reserve Account
and the RV Reserve Account shall not be a part of the Trust. The Depositor
hereby acknowledges that any amounts on deposit in the Marine Reserve Account
and the RV Reserve Account (and any investment earnings thereon) is owned
directly by it, and the Depositor agrees to treat the same as its assets (and
earnings) for federal tax and all other purposes. Funds deposited therein
shall be distributable to the Marine Collection Account or the RV Collection
Account, as applicable, the Surety Bond Issuer and the Depositor as described
in this Agreement and in the Reimbursement Agreement.

ARTICLE XVII
The Servicer

SECTION 17.1. Representations of Servicer. The Servicer
makes the following representations on which the Trustee relies in accepting
the Receivables in trust and executing and authenticating the Certificates.
The representations speak as of the execution and delivery of the Agreement and
shall survive the sale of the Receivables to the Trustee.

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

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

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

(iv) Valid Sale; Binding Obligations. The
Agreement shall constitute a legal, valid and binding
obligation of the Servicer enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency,
reorganization, fraudulent

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conveyance and similar laws relating to creditors' rights
generally and subject to general principals of equity.

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

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

(vii) All Consents Required. All approvals,
authorizations, consents, orders or other actions of any
Person or of any governmental body or official required in
connection with the execution and delivery by the Servicer of
the Agreement and the Reimbursement Agreement, the performance
by the Servicer of the transactions contemplated by the
Agreement, the Reimbursement Agreement and the Certificates,
and the fulfillment by the Servicer of the terms hereof, have
been obtained; provided, however, that the Servicer makes no
representation or warranty regarding State securities or "blue
sky" laws in connection with the distribution of the
Certificates.

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

(i) The Servicer shall defend, indemnify and hold
harmless the Trustee and the Collateral Agent (which for
purposes of this Section 17.2 shall

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include their directors, officers, employees and agents), the
Trust, the Certificateholders and the Surety Bond Issuer from
and against any and all costs, expenses, losses, damages,
claims and liabilities, arising out of or resulting from the
use, ownership or operation by the Servicer or any affiliate
thereof of a Boat or RV.

(ii) The Servicer shall indemnify, defend and hold
harmless the Trustee and the Collateral Agent, (which for
purposes of this Section 17.2 shall include their directors,
officers, employees and agents), the Trust and the Surety Bond
Issuer from and against any taxes that may at any time be
asserted against the Trustee and the Collateral Agent, the
Trust or the Surety Bond Issuer with respect to the
transactions contemplated herein or in the Reimbursement
Agreement, including, without limitation, any sales, gross
receipts, general corporation, tangible personal property,
privilege or license taxes (but, in the case of the Trust, not
including any taxes asserted with respect to, and as of the
date of, the sale of the Receivables to the Trust or the
issuance and original sale of the Certificates, or asserted
with respect to ownership of the Receivables, or Federal or
other income taxes arising out of distributions on the
Certificates) and costs and expenses in defending against the
same.

(iii) The Servicer shall indemnify, defend and hold
harmless the Trustee and the Collateral Agent (which for
purposes of this Section 17.2 shall include their directors,
officers, employees and agents), the Trust, the Surety Bond
Issuer and the Certificateholders from and against any and all
costs, expenses, losses, claims, damages and liabilities to
the extent that such cost, expense, loss, claim, damage or
liability arose out of, or was imposed upon the Trustee and
Collateral Agent, the Trust, the Surety Bond Issuer or the
Certificateholders through, the negligence, willful
misfeasance or bad faith of the Servicer in the performance of
its duties under the Agreement or the Reimbursement Agreement
or by reason of reckless disregard of its obligations and
duties under the Agreement or the Reimbursement Agreement.

(iv) The Servicer shall indemnify, defend and hold
harmless the Trustee and the Collateral Agent (which for
purposes of this Section 17.2 shall include their directors,
officers, employees and agents), from and against all costs,
expenses, losses, claims, damages and liabilities arising out
of or incurred in connection with the acceptance or
performance of the trusts and duties, including any action by
the Trustee at the direction of the Servicer taken pursuant to
Section 13.1, herein contained and the trusts and duties
contained in the Reimbursement Agreement, except to the extent
that such cost, expense, loss, claim, damage or liability: (a)
shall be due to the willful misfeasance, bad faith or
negligence (except for errors in judgment) of the Trustee and
the Collateral Agent; (b) relates to any tax other than the
taxes with respect to which either the Depositor or the
Servicer shall be required to indemnify the Trustee and the
Collateral Agent; (c)

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shall arise from Trustee's breach of any of its representation
or warranties set forth in Section 19.8; (d) shall be one as
to which the Depositor is required to indemnify the Trustee
and the Collateral Agent; or (e) shall arise out of or be
incurred in connection with the acceptance or performance by
the Trustee of the duties of successor Servicer hereunder
unless such cost, expense, loss, claim, damage or liability
was caused by the act or omission of the predecessor Servicer.

For purposes of this Section 17.2, in the event of the
termination of the rights and obligations of NationsCredit Commercial (or any
successor thereto pursuant to Section 17.3) as Servicer pursuant to Section
18.1, or a resignation by such Servicer pursuant to the Agreement, such
Servicer shall be deemed to be the Servicer pending appointment of a successor
Servicer (other than the Trustee) pursuant to Section 18.2.

Indemnification under this Section 17.2 shall survive
termination of the Agreement and the resignation or removal of the Trustee and
shall include, without limitation, reasonable fees and expenses of counsel and
expenses of litigation. If the Servicer shall have made any indemnity payments
pursuant to this Section 17.2 and the recipient thereafter collects any of such
amounts from others, the recipient shall promptly repay such amounts to the
Servicer, without interest.

SECTION 17.3. Merger or Consolidation of, or Assumption of
the Obligations of the Servicer. Any Person (a) into which the Servicer may be
merged or consolidated, (b) which may result from any merger or consolidation
to which the Servicer shall be a party, or (c) which may succeed to the
properties and assets of the Servicer substantially as a whole, or any Person,
more than 50% of the voting stock of which is, directly or indirectly, owned by
NationsBank Corporation, which Person in each of the foregoing cases executed
an agreement of assumption to perform every obligation of the Servicer
hereunder and under the Reimbursement Agreement, shall be the successor to the
Servicer under the Agreement without further act on the part of any of the
parties to the Agreement; provided, however, that (i) immediately after giving
effect to such transaction, no Event of Default, and no event which, after
notice or lapse of time or both, would become an Event of Default shall have
happened and be continuing, (ii) the Servicer shall have delivered to the
Trustee an Officer's Certificate and an Opinion of Counsel each stating that
such consolidation, merger or succession and such agreement of assumption
comply with this Section 17.3, and (iii) the Servicer shall have delivered to
the Trustee an Opinion of Counsel either (A) stating that, in the opinion of
such counsel, all financing statements and continuation statements and
amendments thereto have been executed and filed that are necessary fully to
preserve and protect the interest of the Trustee in the Receivables, and
reciting the details of such filings, or (B) stating that, in the opinion of
such counsel, no such action shall be necessary to preserve and protect such
interest. The Servicer shall provide notice of any merger, consolidation or
succession pursuant to this Section 17.3 to each Rating Agency and the Surety
Bond Issuer. Notwithstanding anything herein to the contrary, the Servicer
shall not consummate any transaction of a type referred to in clauses (a), (b)
or (c) above unless at or prior thereto the foregoing agreement of assumption
shall have been executed and the conditions described in clauses (i), (ii) and
(iii) shall have been satisfied.

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SECTION 17.4. Limitation on Liability of Servicer and Others.
(a) Neither the Servicer nor any of the directors or officers or employees or
agents of the Servicer shall be under any liability to the Trust or the
Certificateholders, except as provided under the Agreement, for any action
taken or for refraining from the taking of any action pursuant to the
Agreement; provided, however, that this provision shall not protect the
Servicer or any such person against any liability that would otherwise be
imposed by reason of willful misfeasance, bad faith or negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties under the Agreement. The Servicer and any director or officer or
employee or agent of the Servicer may rely in good faith on any document of any
kind prima facie properly executed and submitted by any Person respecting any
matters arising under the Agreement.

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

ARTICLE XVIII
Default

SECTION 18.1. Events of Default. (a) If any one of the
following events (each an "Event of Default") shall occur and be continuing:

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

(ii) any failure on the part of the Servicer or
the Depositor duly to observe or to perform in any material
respect any other covenants or agreements of the Servicer or
the Depositor (as the case may be) set forth in the
Certificates or in the Agreement, which failure shall (a)
materially adversely affects the rights of Certificateholders
as determined by the Holders of Certificates evidencing not
less than a majority of the Certificate Balance or the rights
of the Surety Bond Issuer as determined by the Surety Bond
Issuer and (b) continue unremedied for a period of 60 days
after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given (1)
to the Servicer or the Depositor (as the case may be), by the
Trustee, or (2) to the Servicer or the Depositor (as the case
may be) and to the Trustee by the Surety Bond Issuer; or

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(iii) The entry of a decree or order by a court or
agency or supervisory authority having jurisdiction in the
premises for the appointment of a conservator, receiver or
liquidator for the Servicer or the Depositor in any
bankruptcy, insolvency, readjustment of debt, marshaling of
assets and liabilities, or similar proceedings, or for the
winding up or liquidation of their respective affairs, and the
continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days; or

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

(v) Any representation or warranty by the
Servicer in the Agreement shall prove to have been incorrect
in any material respect when made, which continues to be
incorrect in any material respect for a period of 60 days
after the date on which written notice of such failure,
requiring the same to be remedied, shall have been given to
the Servicer by the Trustee, or to the Servicer and the
Trustee by the Surety Bond Issuer and as a result of which the
interests hereunder of Certificateholders or the Surety Bond
Issuer are materially and adversely affected;

then, and in each and every case, so long as an Event of Default shall not have
been remedied, the Surety Bond Issuer, by notice then given in writing to the
Servicer may terminate all the rights and obligations of the Servicer under the
Agreement (a "Servicer Transfer").

(b) In addition to a Servicer Transfer effected pursuant
to clause (a) of this Section 18.1, the Surety Bond Issuer with notice in
writing to the Servicer, may effect a Servicer Transfer upon the occurrence of
a "Trigger Event" under the Reimbursement Agreement.

(c) On or after the receipt by the Servicer of such
written notice which effects a Servicing Transfer, all authority and power of
the Servicer under the Agreement, whether with respect to the Certificates or
the Receivables or otherwise, shall, without further action, pass to and be
vested in the Trustee or such successor Servicer as may be appointed under
Section 18.2 pursuant to and under this Section 18.1; and, without limitation,
the Trustee is hereby authorized and empowered to execute and deliver, on
behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and
all documents and other instruments, and to do or accomplish all other acts or
things necessary or appropriate to effect the purposes of such notice of
termination, whether to complete the transfer and endorsement of the
Receivables and related documents, or otherwise.

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The predecessor Servicer shall cooperate with the successor Servicer and the
Trustee in effecting the termination of the responsibilities and rights of the
predecessor Servicer under the Agreement, including the transfer to the
successor Servicer for administration by it of all cash amounts that shall at
the time be held by the predecessor Servicer for deposit, or shall thereafter
be received with respect to a Receivable. All reasonable costs and expenses
(including attorneys' fees and disbursements) incurred in connection with
transferring the Receivable Files to the successor Servicer and amending the
Agreement and the Reimbursement Agreement to reflect such succession as
Servicer pursuant to this Section 18.1 shall be paid by the predecessor
Servicer upon presentation of reasonable documentation of such costs and
expenses.

SECTION 18.2. Appointment of Successor. (a) Upon the
Servicer's receipt of notice of termination pursuant to Section 18.1 or the
Servicer's resignation in accordance with the terms of the Agreement, the
predecessor Servicer shall continue to perform its functions as Servicer under
the Agreement, in the case of termination, only until the date specified in
such termination notice or, if no such date is specified in a notice of
termination, until receipt of such notice and, in the case of resignation,
until the later of (x) the date 45 days from the delivery to the Trustee of
written notice of such resignation (or written confirmation of such notice of
resignation) in accordance with the terms of the Agreement and (y) the date
upon which the predecessor Servicer shall become unable to act as Servicer, as
specified in the notice of resignation and an accompanying Opinion of Counsel.
In the event of the Servicer's resignation or termination hereunder, a
successor Servicer appointed by the Trustee and consented to by the Surety Bond
Issuer in writing which consent shall not be unreasonably withheld or the
Trustee (unless it is unwilling or legally unable to do so) will succeed to all
the responsibilities, duties and liabilities of the Servicer under the
Agreement and will be entitled to similar compensation arrangements. The
successor Servicer shall accept its appointment by a written assumption in form
acceptable to the Trustee and the Surety Bond Issuer. Notwithstanding the
above, the Trustee, if it is unwilling or unable so to act, shall appoint or
petition a court of competent jurisdiction to appoint, an established
institution, having a net worth of at least $50,000,000 and whose regular
business shall include the servicing of marine retail installment sale
contracts, as the successor to the Servicer under the Agreement.

(b) Upon appointment, the successor Servicer shall be the
successor in all respects to the predecessor Servicer and shall be subject to
all the responsibilities, duties and liabilities arising thereafter relating
thereto placed on the predecessor Servicer, and shall be entitled to the
Monthly Marine Servicing Fee and the Monthly RV Servicing Fee and other fees
payable to the Servicer pursuant to Sections 13.8 and 13.8A hereof, and all the
rights granted to the predecessor Servicer, by the terms and provisions of the
Agreement. No such appointment shall make the successor Servicer responsible
for any liabilities of the predecessor Servicer incurred prior to such
appointment or for any acts, omissions or misrepresentations of such
predecessor Servicer.

(c) In connection with such appointment, the Trustee may,
with the consent of the Surety Bond Issuer, make such arrangements for the
compensation of such successor Servicer

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out of payments on Receivables as it and such successor Servicer shall
negotiate on an arms-length basis, but in no event shall the Servicing Fee Rate
be greater than 1.0% per annum.

SECTION 18.3. Notification to Certificateholders. Upon any
termination of, or appointment of a successor to, the Servicer pursuant to this
Article XVIII, the Trustee shall give prompt written notice thereof to
Certificateholders at their respective addresses appearing in the Certificate
Register, to the Surety Bond Issuer and to each Rating Agency.

SECTION 18.4. Waiver of Past Defaults. So long as no Surety
Bond Issuer Default shall have occurred and be continuing, the Surety Bond
Issuer may, on behalf of all the Holders of Certificates, waive any default by
the Servicer in the performance of its obligations hereunder and its
consequences, except a default in making any required deposits to or payments
from the Certificate Account in accordance with the Agreement. Upon any such
waiver of a past default, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been remedied for every
purpose of the Agreement. No such waiver shall impair such Certificateholders'
rights or the Surety Bond Issuer's rights with respect to subsequent defaults.

ARTICLE XIX
The Trustee

SECTION 19.1. Duties of Trustee. (a) The Trustee, both
prior to the occurrence of an Event of Default and after an Event of Default
shall have been cured or waived, shall undertake to perform only such duties as
are specifically set forth in the Agreement. If an Event of Default shall have
occurred and shall not have been cured or waived and, the Trustee has received
notice of such Event of Default pursuant to Section 13.10(b), the Trustee shall
exercise such of the rights and powers vested in it by the Agreement, and shall
use the same degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own affairs;
provided, however, that if the Trustee shall assume the duties of the Servicer
pursuant to Section 18.2, the Trustee in performing such duties shall use the
degree of skill and attention customarily exercised by a servicer with respect
to comparable receivables that it services for itself or others. For purposes
of this Article XIX, an Event of Default shall be deemed to have been cured
upon the appointment of a successor Servicer (including the Trustee in such
capacity).

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

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

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

(i) Prior to the occurrence of an Event of
Default (or in the case of an Event of Default described in
clause (i) of Section 18.1(a), before the Trustee has received
notice of such Event of Default pursuant to Section 13.10(b)),
and after the curing or waiving of all such Events of Default
that may have occurred, the duties and obligations of the
Trustee shall be determined solely by the express provisions
of the Agreement, the Trustee shall not be liable except for
the performance of such duties and obligations as shall be
specifically set forth in the Agreement, no implied covenants
or obligations shall be read into the Agreement against the
Trustee and, in the absence of negligence, bad faith or
willful misfeasance on the part of the Trustee, the Trustee
may conclusively rely on the truth of the statements and the
correctness of the opinions expressed in any certificates or
opinions furnished to the Trustee and conforming to the
requirements of the Agreement;

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

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

(iv) The Trustee shall not be charged with
knowledge of any failure by the Servicer to comply with the
obligations of the Servicer referred to in clauses (i) or (ii)
of Section 18.1, or of any failure by the Depositor to comply
with the obligations of the Depositor referred to in clause
(ii) of Section 18.1, or of any incorrect representation or
warranty referred to in clause (v) of Section 18.1, unless a
Trustee Officer assigned to the Corporate Trust Office
receives written notice of such failure or incorrectness from
the Servicer or the Depositor, as the case may be, from the
Surety Bond Issuer or from the Holders of Certificates
evidencing not less than 25% of the Certificate Balance, it
being understood that knowledge of the Servicer or the
Servicer as custodian is not attributable to the Trustee;

(v) Without limiting the generality of this
Section 19.1 or Section 19.4, the Trustee shall have no duty
(i) to see to any recording, filing or depositing of the
Agreement or any agreement referred to therein or any
financing statement

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or continuation statement evidencing a security interest in
the Receivables or the Boats or RVs, as applicable, or to see
to the maintenance if any such recording or filing or
depositing or to any rerecording, refiling or redepositing of
any thereof, (ii) to see to any insurance of the Boats or RVs,
as applicable, or Obligors or to effect or maintain any such
insurance, (iii) to see to the payment or discharge of any
tax, assessment or other governmental charge or any Lien or
encumbrance of any kind owing with respect to, assessed or
levied against, any part of the Trust, (iv) to confirm or
verify the contents of any reports or certificates of the
Servicer delivered to the Trustee pursuant to the Agreement
believed by the Trustee to be genuine and to have been signed
or presented by the proper party or parties, (v) to inspect
the Boats or RVs, as applicable, at any time or ascertain or
inquire as to the performance or observance of any of the
Depositor's or the Servicer's representations, warranties or
covenants or the Servicer's duties and obligations as Servicer
and as custodian of the Receivable Files under the Agreement,
or (vi) to prepare or make any filings with the Securities and
Exchange Commission with respect to the Trust; and

(vi) The Trustee shall not be deemed to be a
fiduciary for the Surety Bond Issuer in its capacity as such,
and the Trustee's sole responsibility with respect to the
Surety Bond Issuer, in its capacity as such, shall be to
perform those duties with respect to the Surety Bond Issuer as
are specifically set forth herein and no implied covenants
shall be read into the Agreement against the Trustee with
respect to the Surety Bond Issuer.

(e) Neither the Trustee nor the Collateral Agent shall be
required to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder, and the Trustee shall have
no liability in connection with losses on Permitted Investments made pursuant
to this Agreement or in the exercise of any of its rights or powers, and none
of the provisions contained in the Agreement shall in any event require the
Trustee to perform, or be responsible for the manner of performance of, any of
the obligations of the Servicer under the Agreement except during such time, if
any, as the Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Servicer in accordance with the terms of
the Agreement.

(f) Notwithstanding anything to the contrary contained
herein, the Collateral Agent shall have the same rights, indemnities and
protections afforded the Trustee.

SECTION 19.2 Trustee's Certificate. On or as soon as
practicable after each Distribution Date on which Receivables shall be assigned
to the Depositor or the Servicer, as applicable, pursuant to Section 19.3, the
Trustee shall execute a Trustee's Certificate, based on the information
contained in the Servicer's Certificate for the related Collection Period,
amounts deposited to the Marine Collection Account and RV Collection Account
and notices received pursuant to the Agreement, identifying the Receivables
repurchased by the Depositor pursuant to Section 12.2, purchased by the
Servicer pursuant to Sections 13.7, 20.2 or 20.2A during such

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Collection Period, and shall deliver such Trustee's Certificate, accompanied by
a copy of the Servicer's Certificate for such Collection Period to the
Depositor or the Servicer, as the case may be. The Trustee's Certificate
submitted with respect to such Distribution Date shall operate, as of such
Distribution Date, as an assignment, without recourse, representation or
warranty, to the Depositor or the Servicer, as the case may be, of all the
Trustee's right, title and interest in and to such repurchased Receivable, and
all security and documents relating thereto, such assignment being an
assignment outright and not for security.

SECTION 19.3. Trustee's Assignment of Purchased Receivables.
With respect to all Receivables repurchased by the Depositor pursuant to
Section 12.2 or purchased by the Servicer pursuant to Sections 13.7, 20.2 or
20A, the Trustee shall by a Trustee's Certificate assign, without recourse,
representation or warranty, to the Depositor or the Servicer (as the case may
be) all the Trustee's right, title and interest in and to such Receivables, and
all security interests and documents relating thereto.

SECTION 19.4. Certain Matters Affecting Trustee. Except as
otherwise provided in Section 19.1:

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

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

(iii) The Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by the
Agreement, or to institute, conduct or defend any litigation
under the Agreement or in relation to the Agreement, at the
request, order or direction of any of the Certificateholders
pursuant to the provisions of the Agreement, unless such
Certificateholders shall have offered to the Trustee security
or indemnity satisfactory to it against the costs, expenses
and liabilities that may be incurred therein or thereby.

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

(v) Prior to the occurrence of an Event of
Default (or in the case of an Event of Default described in
clause (i) of Section 18.1, before the Trustee has

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

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

(vii) Subsequent to the sale of the Receivables by
the Depositor to the Trustee, on behalf of the Trust, the
Trustee shall have no duty of independent inquiry, except as
may be required by Section 19.1, and the Trustee may rely upon
the representations and warranties and covenants of the
Depositor and the Servicer contained in the Agreement with
respect to the Receivables and the Receivable Files.

SECTION 19.5. Trustee Not Liable for Certificates or
Receivables. (a) The recitals contained herein and in the Certificates (other
than the certificate of authentication on the Certificates) shall be taken as
the statements of the Depositor or the Servicer, as the case may be, and the
Trustee assumes no responsibility for the correctness thereof. The Trustee
shall make no representations as to the validity or sufficiency of the
Agreement or of the Certificates (other than the certificate of authentication
on the Certificates), or of any Receivable or related document.

(b) The Trustee shall at no time have any responsibility
or liability for or with respect to the legality, validity and enforceability
of any security interest in any Boat or RV or any Receivable, or the perfection
and priority of such a security interest or the maintenance of any such
perfection and priority, or for or with respect to the efficacy of the Trust or
its ability to generate the payments to be distributed to Certificateholders
under the Agreement, including, without limitation: the existence, condition,
location and ownership of any Boat or RV; the review of any Receivable File;
the existence and enforceability of any physical damage insurance

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thereon; the existence and contents of any Receivable or Receivable File or any
computer or other record thereof; the validity of the assignment of any
Receivable to the Trust or of any intervening assignment; the completeness of
any Receivable or Receivable File; the performance or enforcement of any
Receivable; the compliance by the Depositor or the Servicer with any warranty
or representation made under the Agreement or in any related document and the
accuracy of any such warranty or representation prior to the Trustee's receipt
of notice or other discovery of any noncompliance therewith or any breach
thereof; any investment of monies by the Servicer or any loss resulting
therefrom; the acts or omissions of the Depositor, the Servicer or any Obligor;
any action of the Servicer taken in the name of the Trustee; or any action by
the Trustee taken at the instruction of the Servicer; provided, however, that
the foregoing shall not relieve the Trustee of its obligation to perform its
duties under the Agreement.

(c) Except with respect to a claim based on the failure
of the Trustee to perform its duties under the Agreement or based on the
Trustee's negligence or willful misconduct, no recourse shall be had for any
claim based on any provision of the Agreement, the Certificates or any
Receivable or assignment thereof against the Trustee in its individual
capacity, the Trustee shall not have any personal obligation, liability or duty
whatsoever to any Certificateholder or any other Person with respect to any
such claim, and any such claim shall be asserted solely against the Trust or
any indemnitor who shall furnish indemnity as provided in the Agreement.

(d) The Trustee shall not be accountable for the use or
application by the Depositor of any of the Certificates or of the proceeds of
such Certificates, or for the use or application of any funds paid to the
Servicer in respect of the Receivables.

(e) Any obligation of the Trustee to give any notice or
statement to any rating agency hereunder shall constitute only a best efforts
obligation and such notice or statement shall be so provided only as a matter
of courtesy and accommodation, the Trustee having no liability to any rating
agency or any other Person for any failure to so provide such notice or
statement. The Depositor hereby certifies to the Trustee that each Rating
Agency is rating the Certificates and that each Rating Agency's address is as
set forth in Section 21.5. The Trustee may rely on the accuracy of such
certification until it receives from the Depositor an Officer's Certificate
superseding such certification.

SECTION 19.6. Trustee May Own Certificates. The Trustee in
its individual or any other capacity may become the owner or pledgee of
Certificates and may deal with the Depositor and the Servicer in banking
transactions with the same rights as it would have if it were not Trustee.

SECTION 19.7. Trustee's Fees and Expenses. (a) The Servicer
shall pay to the Trustee, and the Trustee shall be entitled to, reasonable
compensation (which shall not be limited by any provision of law in regard to
the compensation of a trustee of an express trust) for all services rendered by
it and in the execution of the trusts created by the Agreement, and in the
exercise and performance of any of the Trustee's powers and duties under the
Agreement. The

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Servicer shall pay or reimburse the Trustee upon its request for all reasonable
expenses, disbursements and advances (including the reasonable compensation and
the expenses and disbursements of its counsel and of all persons not regularly
in its employ) incurred or made by the Trustee in accordance with any
provisions of the Agreement except any such expense, disbursement or advance as
may be attributable to its willful misfeasance, negligence or bad faith.

(b) The Depositor shall indemnify the Trustee (which for
purposes of this subsection (b) shall include its directors, officers,
employees and agents) for, and shall hold it harmless against, any loss,
liability or expense incurred without willful misfeasance, negligence or bad
faith on its part, arising out of or in connection with the acceptance or
administration of the Agreement and the Trust and the trusts created by the
Reimbursement Agreement, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance
of any of its powers or duties under the Agreement or the Reimbursement
Agreement. Additionally, the Depositor, pursuant to Section 16.2, and the
Servicer, pursuant to Section 17.2, respectively, shall indemnify the Trustee
with respect to certain matters, and Certificateholders, pursuant to Section
19.4, shall upon the circumstances therein set forth, indemnify the Trustee
under certain circumstances. In the event that the Depositor fails to pay the
amounts it is obligated to pay to the Trustee pursuant to this Section 19.7(b),
the Trustee shall be entitled to receive such amounts from the Monthly Marine
Servicing Fee and the Monthly RV Servicing Fee prior to the payment thereof to
the Servicer. The indemnification provided under this Section 19.7 shall
survive termination of the Agreement and removal or resignation of the Trustee.

SECTION 19.8. Representations and Warranties of Trustee. The
Trustee shall make the following representations and warranties on which the
Depositor and Certificateholders shall rely:

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

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

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

SECTION 19.9. Eligibility Requirements for Trustee. The
Trustee under the Agreement shall at all times: be a banking corporation having
an office in the same State as the location of the Corporate Trust Office as
specified in the Agreement; be organized and doing business under the laws of
such State or the United States of America; be authorized under such

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laws to exercise corporate trust powers; have a combined capital and surplus of
at least $50,000,000; and be subject to supervision or examination by Federal
or State authorities.

If the Trustee shall publish reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising
or examining authority, then for the purpose of this Section 19.9, the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published. In case at any time the Trustee shall cease to be eligible in
accordance with the provisions of this Section l9.9, the Trustee shall resign
immediately in the manner and with the effect specified in Section 19.10.

SECTION 19.10. Resignation or Removal of Trustee. (a) The
Trustee and the Collateral Agent may at any time resign and be discharged from
the trusts hereby created by giving not less than 60 days' prior written notice
thereof to the Servicer; provided, however, that any such resignation in either
capacity shall be deemed a resignation as both Trustee and Collateral Agent.
Upon receiving notice of resignation, the Servicer with the consent of the
Surety Bond Issuer (unless a Surety Bond Issuer Default shall have occurred and
be continuing) shall promptly appoint a successor Trustee and Collateral Agent
by written instrument, in duplicate, one copy of which instrument shall be
delivered to the resigning Trustee and Collateral Agent and one copy to the
successor Trustee and Collateral Agent. If no successor Trustee and Collateral
Agent shall have been so appointed and have accepted appointment within 60 days
after the giving of such notice of resignation, the resigning Trustee and
Collateral Agent may petition any court of competent jurisdiction for the
appointment of a successor Trustee and Collateral Agent.

(b) If at any time the Trustee shall cease to be eligible
in accordance with the provisions of Section 19.9 and shall fail to resign
after written request therefor by the Servicer, or if at any time the Trustee
shall be legally unable to act, or shall be adjudged as bankrupt or insolvent,
or a receiver of the Trustee or of its property shall be appointed, or any
public officer shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or liquidation, then
the Servicer may remove the Trustee and Collateral Agent. If it shall remove
the Trustee and Collateral Agent under the authority of the immediately
preceding sentence, the Servicer shall promptly appoint a successor trustee and
collateral agent acceptable to the Surety Bond Issuer by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee and
Collateral Agent so removed and one copy to the successor Trustee and
Collateral Agent.

(c) Any resignation or removal of the Trustee and
Collateral Agent and appointment of a successor Trustee and Collateral Agent
pursuant to any of the provisions of this Section 19.10 shall not become
effective until acceptance of appointment by the successor Trustee pursuant and
Collateral Agent pursuant to Section 19.11 and payment of all fees and expenses
owed to the outgoing Trustee and Collateral Agent. The Servicer shall provide
notice of such resignation or removal of the Trustee to each Rating Agency.

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SECTION 19.11. Successor Trustee and Collateral Agent. (a)
Any successor Trustee or Collateral Agent appointed pursuant to Section 19.10
shall be approved as both Trustee and Collateral Agent and shall execute,
acknowledge and deliver to the Servicer and to its predecessor Trustee and
Collateral Agent an instrument accepting such appointment under the Agreement,
and thereupon the resignation or removal of the predecessor Trustee and
Collateral Agent shall become effective and such successor Trustee and
Collateral Agent, without any further act, deed or conveyance, shall become
fully vested with all the rights, powers, duties and obligations of its
predecessor under the Agreement, with like effect as if originally named as
Trustee and Collateral Agent. The predecessor Trustee and Collateral Agent
shall deliver to the successor Trustee and Collateral Agent all documents,
statements and monies held by it under the Agreement; and the Servicer and the
predecessor Trustee and Collateral Agent shall execute and deliver such
instruments and do such other things as may reasonably be required for fully
and certainly vesting and confirming in the successor Trustee and Collateral
Agent all such rights, powers, duties and obligations.

(b) No successor Trustee and Collateral Agent shall
accept appointment as provided in this Section 19.11, unless at the time of
such acceptance such successor Trustee shall be eligible pursuant to Section
19.9.

(c) Upon acceptance of appointment by a successor Trustee
and Collateral Agent pursuant to this Section 19.11, the Servicer shall mail
notice of the successor of such Trustee and Collateral Agent under the
Agreement to all Holders of Certificates at their addresses as shown in the
Certificate Register. If the Servicer shall fail to mail such notice within 10
days after acceptance of appointment by the successor Trustee and Collateral
Agent, the successor Trustee and Collateral Agent shall cause such notice to be
mailed at the expense of the Servicer.

SECTION 19.12. Merger or Consolidation of Trustee. Any
corporation into which the Trustee may be merged or converted or with which it
may be consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Trustee, shall be the successor of the Trustee hereunder, provided such
corporation shall be eligible pursuant to Section 19.9, without the execution
or filing of any instrument or any further act on the part of any of the
parties hereto; anything herein to the contrary notwithstanding.

SECTION 19.13. Appointment of Co-Trustee or Separate Trustee.
(a) Notwithstanding any other provisions of the Agreement, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any
part of the Trust or any Boat may at the time be located, the Servicer and the
Trustee acting jointly shall have the power and shall execute and deliver all
instruments to appoint one or more Persons approved by the Trustee to act as
co-trustee, jointly with the Trustee, or separate trustee or separate trustees,
of all or any part of the Trust, and to vest in such Person, in such capacity
and for the benefit of the Certificateholders and the Surety Bond Issuer such
title to the Trust, or any part thereof, and, subject to the other provisions
of this Section 19.13, such powers, duties, obligations, rights and trusts as
the Servicer and the Trustee may consider necessary or desirable. If the
Servicer shall

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not have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in the case an Event of Default shall have occurred and be
continuing, the Trustee alone shall have the power to make such appointment.
No co-trustee or separate trustee under the Agreement shall be required to meet
the terms of eligibility as a successor trustee pursuant to Section 19.9 and no
notice of a successor trustee pursuant to Section 19.11 and no notice to
Certificateholders of the appointment of any co-trustee or separate trustee
shall be required pursuant to Section 19.11.

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

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

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

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

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

(d) Any separate trustee or co-trustee may at any time
appoint the Trustee, its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or
in respect of the Agreement on its behalf and in its name. If any separate

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trustee or co-trustee shall become incapable of acting, resign or be removed,
all its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee. Notwithstanding anything to the
contrary in the Agreement, the appointment of any separate trustee or
co-trustee shall not relieve the Trustee of its obligations and duties
hereunder.

ARTICLE XX
Termination

SECTION 20.1. Termination of the Trust. (a) The respective
obligations and responsibilities of the Depositor, the Servicer, the Trustee
and the Trust created hereby shall terminate upon (i) the payment in full or
other liquidation of the last Receivable and the disposition of any amounts
received upon liquidation of any remaining Receivables, including Defaulted
Receivables, (ii) the payment to the Certificateholders of all amounts required
to be paid to them pursuant to the Agreement and the payment to the Surety Bond
Issuer of all amounts required to be paid to it pursuant to the Agreement and
the Reimbursement Agreement and disposition of all property held by the Trust
or (iii) the purchase as of the last day of any Collection Period by the
Servicer at its option, pursuant to Section 20.2 or 20.2A of the remaining
corpus of the Trust; provided, however, that in no event shall the trust
created by the Agreement continue beyond the expiration of 21 years from the
date hereof. The Servicer shall promptly notify the Trustee of any prospective
termination pursuant to this Section 20.1.

(b) Notice of any termination, specifying the
Distribution Date upon which the Certificateholders may surrender their
Certificates to the Trustee for payment of the final distribution and
cancellation, shall be given promptly by the Trustee by letter to
Certificateholders mailed not earlier than the 15th day and not later than the
25th day of the month next preceding the specified Distribution Date stating
(A) the Distribution Date upon which final payment of the Certificates shall be
made upon presentation and surrender of the Certificates at the office of the
Trustee therein designated, (B) the amount of any such final payment, and (C)
if applicable, that the Record Date otherwise applicable to such Distribution
Date is not applicable, payments being made only upon presentation and
surrender of the Certificates at the office of the Trustee therein specified.
The Trustee shall give such notice to the Certificate Registrar (if other than
the Trustee) at the time such notice is given to Certificateholders. Upon
presentation and surrender of the Certificates, the Trustee shall cause to be
distributed to Certificateholders amounts distributable on such Distribution
Date pursuant to Section 14.5.

(c) In the event that all the Certificateholders shall
not surrender their Certificates for cancellation within six months after the
date specified in the above-mentioned written notice, the Trustee shall give a
second written notice to the remaining Certificateholders to surrender their
Certificates for cancellation and receive the final distribution with respect
thereto. If within one year after the second notice all the Certificates shall
not have been surrendered for cancellation, the Trustee may take appropriate
steps, or may appoint an agent to take appropriate steps, to contact the
remaining Certificateholders concerning surrender of their

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Certificates, and the cost thereof shall be paid out of the funds and other
assets that shall remain subject to the Agreement. Any funds remaining in the
Trust after exhaustion of such remedies shall be distributed by the Trustee
upon written direction of the Servicer delivered to the Trustee to the United
Way of Metropolitan Dallas.

As soon as practicable after the Distribution Date specified
for the final distribution or upon such other date upon which all amounts to be
paid to Certificateholders pursuant to the Agreement have been paid, the
Trustee shall deliver a letter to the Surety Bond Issuer in substantially the
form of Exhibit C to the Surety Bond.

SECTION 20.2. Optional Purchase of All Marine Receivables.
On the last day of any Collection Period as of which the Pool Balance shall
decline to 5% or less of the Original Marine Pool Balance, the Servicer shall
have the option to purchase the Marine Receivables. To exercise such option,
the Servicer shall deposit pursuant to Section 14.4 in the Marine Collection
Account, an amount equal to the aggregate Purchase Amount for the Marine
Receivables, as of the beginning of the Collection Period related to such
Record Date plus the appraised value of any other property related to the
Marine Receivables held by the Trust less the amount of all Collections, any
amounts referred to in clause (ii) of the definition of Marine Available Funds,
and Liquidation Proceeds received by the Servicer during such Collection
Period, and shall succeed to all interests in and to the Trust; provided,
however, that without the consent of the Surety Bond Issuer the Servicer may
not make any such purchase if, after giving effect to such purchase and the
distributions on the related Distribution Date there would be outstanding
amounts under the Reimbursement Agreement and the Agreement, which have not
been paid to the Surety Bond Issuer.

SECTION 20.2A. Optional Purchase of All RV Receivables. On
the last day of any Collection Period as of which the Pool Balance shall
decline to 5% or less of the Original RV Pool Balance, the Servicer shall have
the option to purchase the corpus of the RV Receivables. To exercise such
option, the Servicer shall deposit pursuant to Section 14.4A in the RV
Collection Account, an amount equal to the aggregate Purchase Amount for the RV
Receivables, as of the beginning of the Collection Period related to such
Record Date plus the appraised value of any other property related to the RV
Receivables held by the Trust less the amount of all Collections, any amounts
referred to in clause (ii) of the definition of RV Available Funds, and
Liquidation Proceeds received by the Servicer during such Collection Period,
and shall succeed to all interests in and to the Trust; provided, however, that
without the consent of the Surety Bond Issuer the Servicer may not make any
such purchase if, after giving effect to such purchase and the distributions on
the related Distribution Date there would be outstanding amounts under the
Reimbursement Agreement and the Agreement, which have not been paid to the
Surety Bond Issuer.

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ARTICLE XXI
Miscellaneous Provisions

SECTION 21.1. Amendment. (a) The Agreement may be amended
by the Depositor, the Servicer and the Trustee, without the consent of the
Certificateholders or the Surety Bond Issuer, to cure any ambiguity, to correct
or supplement any provisions in the Agreement, or to add any other provisions
with respect to matters or questions arising under the Agreement that shall not
be inconsistent with the provisions of the Agreement; provided, however, that
such action will not, in the opinion of counsel satisfactory to the Trustee,
materially and adversely affect the interest of any Certificateholder or the
Surety Bond Issuer.

(b) The Agreement may also be amended by the Depositor,
the Servicer and the Trustee, with the consent of the Surety Bond Issuer and
the Holders of Certificates (which consent of any Holder of a Certificate given
pursuant to this Section 21.1 or pursuant to any other provision of the
Agreement shall be conclusive and binding on such Holder and on all future
Holders of such Certificate and of any Certificate issued upon the transfer
thereof or in exchange thereof or in lieu thereof whether or not notation of
such consent is made upon the Certificate) evidencing not less than 51% of the
Certificate Balance as of the most recent Record Date, for the purpose of
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Agreement, or of modifying in any manner the rights of the
Certificateholders or the Surety Bond Issuer; provided, however, that no such
amendment may (i) increase or reduce in any manner the amount of, or accelerate
or delay the timing of, Collections of payments on the Marine Receivables or
the RV Receivables or distributions that are required to be made on any
Certificate, or (ii) reduce the aforesaid percentage required to consent to any
such amendment, in each case without the consent of the holders of all
Certificates then outstanding.

(c) Prior to the execution of any such amendment or
consent, the Servicer shall furnish written notification of the substance of
such amendment or consent to each Rating Agency. Promptly after the execution
of any such amendment or consent, the Trustee shall forward such written
notification provided to the Trustee by the Servicer of the substance of such
amendment or consent to each Certificateholder.

(d) It shall not be necessary for the consent of
Certificateholders pursuant to this Section 21.1 to approve the particular form
of any proposed amendment or consent, but it shall be sufficient if such
consent shall approve the substance thereof. The manner of obtaining such
consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the
Trustee may prescribe, including the establishment of record dates pursuant to
the Depository Agreement.

(e) Prior to the execution of any amendment to the
Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of
Counsel stating that the execution of such amendment is authorized or permitted
by the Agreement and the Opinion of Counsel referred to in Section
21.2(h)(i)(1). The Trustee may, but shall not be obligated to, enter into any
such

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amendment which affects the Trustees own rights, duties or immunities under the
Agreement or otherwise.

SECTION 21.2. Protection of Title to Trust. (a) The
Depositor shall execute and file such financing statements and cause to be
executed and filed such continuation statements, all in such manner and in such
places as may be required by law fully to preserve, maintain and protect the
interest of the Certificateholders and the Trustee in the Receivables and in
the proceeds thereof. The Depositor shall deliver (or cause to be delivered)
and cause NationsCredit Marine to deliver to the Trustee file-stamped copies
of, or filing receipts for, any document filed as provided above, as soon as
available following such filing.

(b) Neither the Depositor nor the Servicer shall (and
shall cause NationsCredit Marine not to) change its name, identity or corporate
structure in any manner that would, could or might make any financing statement
or continuation statement filed by the Depositor in accordance with paragraph
(a) above seriously misleading within the meaning of Section 9-402(7) of the
UCC, unless it shall have given the Trustee at least 30 days' prior written
notice thereof and shall have promptly filed appropriate amendments to all
previously filed financing statements or continuation statements.

(c) The Depositor and the Servicer shall (and shall cause
NationsCredit Marine to) give the Trustee at least 30 days' prior written
notice of any relocation of its chief executive office or location of any
Receivables Files and related banks and records if, as a result of such
relocation, the applicable provisions of the UCC would require the filing of
any amendment of any previously filed financing or continuation statement or of
any new financing statement, and shall promptly file any such amendment. The
Servicer shall at all times maintain each office from which it shall service
Receivables, and its principal executive office, within the United States of
America.

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

(e) The Servicer shall maintain its computer systems so
that, from and after the time of sale under the Agreement of the Receivables to
the Trustee, the Servicer's master computer records (including any back-up
archives) that refer to a Receivable shall indicate clearly with reference to
the particular grantor trust that such Receivable is owned by the Trustee.
Indication of the Trustee's ownership of a Receivable, on behalf of the Trust,
shall be deleted from or modified on the Servicer's computer systems when, and
only when, the Receivable shall have been paid in full or repurchased.

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

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

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

(i) The Servicer shall deliver to the Trustee and the
Surety Bond Issuer:

(1) promptly after the execution and delivery of
the Agreement and of each amendment thereto, an Opinion of
Counsel either (a) stating that, in the opinion of such
counsel, all financing statements and continuation statements
have been executed and filed that are necessary fully to
preserve and protect the interest of the Trustee in the
Receivables, and reciting the details of such filings or
referring to prior Opinions of Counsel in which such details
are given, or (b) stating that, in the opinion of such
counsel, no such action shall be necessary to preserve and
protect such interest; and

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

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

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(j) The Depositor shall, to the extent required by
applicable law, cause the Certificates to be registered with the Securities and
Exchange Commission pursuant to Section 12(b) or Section 12(g) of the
Securities Exchange Act of 1934, as amended, within the time periods specified
in such sections, and shall prepare and make all filings required by such Act
with respect to the Trust.

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

SECTION 21.3. Limitation on Rights of Certificateholders.
(a) The death or incapacity of any Certificateholder shall not operate to
terminate the Agreement or the Trust, nor entitle such Certificateholder's
legal representatives or heirs to claim an accounting or to take any action or
commence any proceeding in any court for a partition or winding up of the
Trust, nor otherwise affect the rights, obligations and liabilities of the
parties to the Agreement or any of them.

(b) No Certificateholder shall have any right to vote
(except as provided in Section 21.1 or 18.4) or in any manner otherwise control
the operation and management of the Trust, or the obligations of the parties to
the Agreement, nor shall anything in the Agreement set forth or contained in
the terms of the Certificates, be construed so as to constitute the
Certificateholders from time to time as partners or members of an association;
nor shall any Certificateholder be under any liability to any third person by
reason of any action taken pursuant to any provision of the Agreement.

(c) No Certificateholder shall have any right by virtue
or by availing itself of any provisions of the Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to the
Agreement, unless such Holder previously shall have given to the Trustee a
written notice of default and of the continuance thereof, as hereinbefore
provided, and unless also the Holders of Certificates evidencing not less than
25% of the Certificate Balance shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee under
the Agreement and shall have offered to the Trustee such reasonable indemnity
as it may require against the costs, expenses and liabilities to be incurred
therein or thereby, and the Trustee, for 30 days after its receipt of such
notice, request and offer of indemnity, shall have neglected or refused to
institute any such action, suit or proceeding and during such 30-day period no
direction inconsistent with such written request has been given to the Trustee
pursuant to this Section 21.3 or Section 18.4; no one or more Holders of
Certificates shall have any right in any manner whatever by virtue or by
availing itself or them selves of any provisions of the Agreement to affect,
disturb or prejudice the rights of the Holders of any other of the
Certificates, or to obtain or seek to obtain priority over or preference to any
other such Holder, or to enforce any right, under the Agreement except in the
manner provided in the Agreement and for the equal, ratable and common benefit
of all Certificateholders. For the

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protection and enforcement of the provisions of this Section 21.3, each
Certificateholder and the Trustee shall be entitled to such relief as can be
given either at law or in equity.

SECTION 21.4. GOVERNING LAW. THE AGREEMENT SHALL BE
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES UNDER THE AGREEMENT SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 21.5. Notices. All demands, notices and
communications under the Agreement shall be in writing, personally delivered or
mailed by certified mail, return receipt requested, or by overnight courier or
telecopied (with the original followed by mail within 24 hours) and shall be
deemed to have been duly given upon receipt (a) in the case of the Depositor,
to the agent for service as specified in the Agreement, at the following
address: NationsCredit Securitization Corporation, 225 E. John Carpenter
Freeway, Irving, Texas 75062, Telecopy (972) 506-5096, or at such other address
as shall be designated by the Depositor in a written notice to the Trustee, (b)
in the case of the Servicer, to the agent for service as specified in the
Agreement, at the following address: NationsCredit Commercial Corporation of
America, 225 E. John Carpenter Freeway, Irving, Texas 75062, Telecopy (972)
506-5096, or at such other address as shall be designated by the Servicer in a
written notice to the Trustee, (c) in the case of the Trustee, at the Corporate
Trust Office, Telecopy (212) 250-6439 and (d) in the case of the Surety Bond
Issuer, at the following address: Capital Markets Assurance Corporation, 885
Third Avenue, New York, New York 10022, Attention: Managing Director-Credit
Enhancement, Telecopy (212) 755-5462. Any notice required or permitted to be
mailed to a Certificateholder shall be given by first class mail, postage
prepaid, at the address of such Holder as shown in the Certificate Register.
Any notice so mailed within the time prescribed in the Agreement shall be
conclusively presumed to have been duly given, whether or not the
Certificateholder shall receive such notice. All communications and copies of
all notices and reports from the Trustee or the Servicer shall be mailed to
each Rating Agency at the following addresses:

Moody's Investors Services, Inc.
99 Church Street (4th Floor)
New York, New York 10007
Telephone No.: (212) 553-0300
Telecopy No.: (212) 553-0881

Attention: ABS Monitoring Department

Standard & Poor's Ratings Services
26 Broadway (l0th Floor)
New York, New York 10004
Telephone No.: (212) 208-8925
Telecopy No.: (212) 208-8208

Attention: Asset-Backed Surveillance Group

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SECTION 21.6. Severability of Provisions. If any or more of
the covenants, agreements, provisions or terms of the Agreement shall be for
any reason whatsoever held invalid, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of the Agreement and shall in no way affect the validity or
enforceability of the other provisions of the Agreement or of the Certificates
or the rights of the Holders thereof.

SECTION 21.7. Assignment. Notwithstanding anything to the
contrary contained herein, except as provided in Sections 16.3 and 17.3 and as
provided in the provisions of the Agreement concerning the resignation of the
Servicer, the Agreement may not be assigned by the Depositor or the Servicer
without the prior written consent of the Trustee, the Holders of Certificates
evidencing not less than 66% of the Certificate Balance and the Surety Bond
Issuer, provided that the consent of Surety Bond Issuer shall not be
unreasonably withheld.

SECTION 21.8. Certificates Nonassessable and Fully Paid.
Certificateholders shall not be personally liable for obligations of the Trust.
The interests represented by the Certificates shall be nonassessable for any
losses or expenses of the Trust or for any reason whatsoever, and, upon
authentication thereof by the Trustee pursuant to Section 15.2 or 15.3,
Certificates shall be deemed fully paid.

SECTION 21.9. No Petition. Neither the Trustee nor the
Servicer will not institute against, or join any other Person in instituting
against, the Depositor or the Trust any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceeding, or other proceeding under
any federal or state bankruptcy or similar law, until April 16, 2015.

SECTION 21.10. Surety Bond Issuer as Controlling Party. Each
Certificateholder by purchase of the Certificates held by it acknowledges that
the Trustee on behalf of the Trust, as partial consideration of the issuance of
the Surety Bond, has agreed that the Surety Bond Issuer shall have certain
rights hereunder for so long as no Surety Bond Issuer Default shall have
occurred and be continuing. Notwithstanding anything to the contrary contained
herein, but subject to the last sentence of this Section 21.10, so long as a
Surety Bond Issuer Default has occurred and is continuing, any provision giving
the Surety Bond Issuer the right to direct, appoint or consent to, approve of,
or

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take any action under this Agreement shall be inoperative during the period of
such Surety Bond Issuer Default and such right (other than any rights pursuant
to Section 18.1 (b)) shall instead vest in the Trustee acting at the direction
of Certificateholders evidencing in the aggregate not less than a majority of
the Certificate Balance as of the most recent Record Date. The Surety Bond
Issuer may disclaim any of its rights and powers under this Agreement (but not
its duties and obligations under the Surety Bond or the Reimbursement
Agreement) upon delivery of a written notice to the Trustee. The Surety Bond
Issuer may give or withhold any consent hereunder in its reasonable discretion.
In the event that the Servicer substitutes a new surety bond for the Surety
Bond pursuant to Section 14A.4, the new surety bond issuer shall have all of
the rights to direct, appoint or consent to, approve of, or take any action
under this Agreement vested in the Surety Bond Issuer immediately prior to the
occurrence of the downgrading of the Surety Bond Issuer as set forth in Section
14A.4.

SECTION 21.11. Indemnification. With respect to any requirements
for indemnification under this Agreement, promptly after receipt by an
indemnified party of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party, notify the indemnifying party in writing of the
commencement thereof; but the omission to so notify the indemnifying party will
not relieve it from any liability which it may have to any indemnified party.

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EXHIBIT A - FORM OF SURETY BOND

A-1
<PAGE> 98
EXHIBIT B-1: FORM OF MARINE CERTIFICATE

[Front]

NATIONSCREDIT GRANTOR TRUST 1997-2

NATIONSCREDIT GRANTOR TRUST 1997-2 6.35% MARINE
RECEIVABLE-BACKED CERTIFICATE

evidencing a fractional undivided interest in the Trust, as defined below.

(This Certificate does not represent an interest in
or obligation of NationsCredit Commercial Corporation
of America, NationsCredit Securitization Corporation
or any affiliate thereof, except to the extent
described below.)

NUMBER: CUSIP:

FINAL SCHEDULED DISTRIBUTION
DATE: April 15, 2014 $________________

THIS CERTIFIES THAT _________________is the registered owner
of a $________ dollars nonassessable, fully-paid, fractional undivided interest
in the NationsCredit Grantor Trust 1997-2 (the "Trust") formed by NationsCredit
Securitization Corporation, a Delaware corporation (the "Depositor"). The
Trust was created pursuant to a Pooling and Servicing Agreement, including the
Standard Terms and Conditions of Agreement incorporated by reference therein,
dated as of September 30, 1997 (the "Agreement") among the Depositor,
NationsCredit Commercial Corporation of America, as Servicer, and Bankers Trust
Company, as Trustee (the "Trustee") and as Collateral Agent (the "Collateral
Agent"), a summary of certain of the pertinent provisions of which is set forth
below. To the extent not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in the Agreement. This Certificate
is one of the duly authorized Certificates designated as "NationsCredit Grantor
Trust 1997-2 6.35% Marine Receivable-Backed Certificates" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended from
time to time, the holder of this Certificate by virtue of the acceptance hereof
assents and by which such holder is bound.

Under the Agreement, there will be distributed on the 15th day
of each month or, if such 15th day is not a Business Day, the next Business Day
(the "Distribution Date"), commencing on November 17, 1997, to the person in
whose name this Certificate is registered at

B-1
<PAGE> 99
the close of business on the Business Day prior to such Distribution Date (the
"Record Date"), such Certificateholder's fractional undivided interest in the
Monthly Interest Payment, any Carry-Over Monthly Interest, the Monthly
Principal Payment and any Carry-Over Monthly Principal, all as more
specifically set forth in the Agreement. On the Final Scheduled Distribution
Date, each Certificateholder shall be entitled to receive an amount equal to
the Monthly Interest Payment and an amount necessary to reduce the Certificate
Balance to zero.

Distributions on this Certificate will be made by the Trustee
by check mailed to the Person entitled thereto without the presentation or
surrender of this Certificate or the making of any notation hereon. Except as
otherwise provided in the Agreement and notwithstanding the above, the final
distribution on this Certificate will be made after due notice by the Trustee
of the pendency of such distribution and only upon presentation and surrender
of this Certificate at the office or agency maintained for that purpose by the
Trustee in the Borough of Manhattan, The City of New York.

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

[Unless this Certificate is presented by an authorized
representative of The Depository Trust Company to the Trustee or its agent for
registration of transfer, exchange or payment, and any certificate issued is
registered in the name of CEDE & CO. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is
made to CEDE & CO., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof,
CEDE & CO., has an interest herein.]

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

B-2
<PAGE> 100
IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not
in its individual capacity has caused this Certificate to be duly executed.

DATED: NATIONSCREDIT GRANTOR
TRUST 1997-2

By: BANKERS TRUST COMPANY,
as Trustee

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

Authenticated:

BANKERS TRUST COMPANY,
as Trustee

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

B-3
<PAGE> 101
[Reverse]

The Certificates do not represent an obligation of, or an
interest in, the Depositor, the Servicer, the Trustee or any affiliate of any
of them. The Certificates are limited in right of payment as more specifically
set forth in the Agreement. A copy of the Agreement may be examined during
normal business hours at the principal office of the Depositor, and at such
other places, if any, designated by the Depositor, 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 Depositor and the rights of the Certificateholders under the
Agreement at any time by the Depositor and the Trustee with the consent of the
Surety Bond Issuer and without the consent of the Holders of any of the
Certificates.

As provided in the Agreement and subject to certain
limitations therein set forth, the transfer of this Certificate is registrable
in the Certificate Register upon surrender of this Certificate for registration
of transfer at the offices or agencies maintained by the Trustee in its
capacity as Certificate Registrar, or by any successor Certificate Registrar,
in the Borough of Manhattan, The City of New York, accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder hereof or such holder's attorney duly
authorized in writing, and thereupon one or more new certificates of authorized
denominations evidencing the same aggregate interest in the Trust will be
issued to the designated transferee. The Certificates are issuable only as
registered Certificates without coupons in denominations of $1,000 and integral
multiples hereof. As provided in the Agreement and subject to certain
limitations therein set forth, Certificates are exchangeable for new
Certificates of authorized denominations evidencing the same aggregate
denomination, as requested by the holder surrendering the same. No service
charge will be made for any such registration of transfer or exchange, but the
Trustee may require payment of a sum sufficient to cover any tax or
governmental charges payable in connection therewith.

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

The obligations and responsibilities created by the Agreement
and the Trust created thereby shall terminate upon the payment to
Certificateholders of all amounts required to be paid to them pursuant to the
Agreement and the disposition of all property held as part of the Trust. The
Servicer may at its option purchase the corpus of the Trust at a price
specified in the Agreement, and such purchase of the Receivables and other
property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable only as of the last day of a
Collection Period as of which the Pool Balance is equal to or less than 5% of
the Original Pool Balance.

B-4
<PAGE> 102
ASSIGNMENT

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

(Please print or typewrite name and address, including postal
zip code, and taxpayer I.D. or Social Security Number 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 a member of the New York Stock Exchange or a commercial bank or
trust company.

B-5
<PAGE> 103
EXHIBIT B-2: FORM OF RV CERTIFICATE

[Front]

NATIONSCREDIT GRANTOR TRUST 1997-2

NATIONSCREDIT GRANTOR TRUST 1997-2 6.25% RV
RECEIVABLE-BACKED CERTIFICATE

evidencing a fractional undivided interest in the Trust, as defined below.

NUMBER CUSIP

FINAL SCHEDULED DISTRIBUTION
DATE: November 15, 2013 $________________

THIS CERTIFIES THAT _________________is the registered owner
of a $________ dollars nonassessable, fully-paid, fractional undivided interest
in the NationsCredit Grantor Trust 1997-2 (the "Trust") formed by NationsCredit
Securitization Corporation, a Delaware corporation (the "Depositor"). The
Trust was created pursuant to a Pooling and Servicing Agreement, including the
Standard Terms and Conditions of Agreement incorporated by reference therein,
dated as of September 30,1997 (the "Agreement") among the Depositor,
NationsCredit Commercial Corporation of America, as Servicer, and Bankers Trust
Company, as Trustee (the "Trustee") and as Collateral Agent (the "Collateral
Agent"), a summary of certain of the pertinent provisions of which is set forth
below. To the extent not otherwise defined herein, the capitalized terms used
herein have the meanings assigned to them in the Agreement. This Certificate
is one of the duly authorized Certificates designated as "NationsCredit Grantor
Trust 1997-2 6.25% Marine Receivable-Backed Certificates" (herein called the
"Certificates"). This Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement, as amended from
time to time, the holder of this Certificate by virtue of the acceptance hereof
assents and by which such holder is bound.

B-6
<PAGE> 104
the close of business on the Business Day prior to such Distribution Date (the
"Record Date"), such Certificateholder's fractional undivided interest in the
Monthly Interest Payment, any Carry-Over Monthly Interest, the Monthly
Principal Payment and any Carry-Over Monthly Principal, all as more
specifically set forth in the Agreement. On the Final Scheduled Distribution
Date, each Certificateholder shall be entitled to receive an amount equal to
the Monthly Interest Payment and an amount necessary to reduce the Certificate
Balance to zero.

B-7
<PAGE> 105
IN WITNESS WHEREOF, the Trustee on behalf of the Trust and not in its
individual capacity has caused this Certificate to be duly executed.

DATED: NATIONSCREDIT GRANTOR
TRUST 1997-2

By: BANKERS TRUST COMPANY,
as Trustee

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

Authenticated:

BANKERS TRUST COMPANY,
as Trustee

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

B-8
<PAGE> 106
[Reverse]

B-9
<PAGE> 107
ASSIGNMENT

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

(Please print or typewrite name and address, including postal
zip code, and taxpayer I.D. or Social Security Number of assignee)

Dated:
*

Signature Guaranteed:

B-10
<PAGE> 108
EXHIBIT C - FORM OF DEPOSITORY AGREEMENT

C-1
<PAGE> 109
EXHIBIT D-1

NATIONSCREDIT COMMERCIAL CORPORATION OF AMERICA
MONTHLY SERVICER REPORT - MARINE CERTIFICATES

<TABLE>
<S> <C>
CURRENT DATE:

I. Monthly Marine Principal Payment:

(A) Principal received from Obligors:
(1) Total principal collected $ __________
(2) Percent relating to Unsold Contracts $ __________
(3) Principal owed to Trust $ __________
(B) Purchased Receivables $ __________
(C) Liquidation Proceeds $ __________

II. Principal to Investors:

(A) Principal Balance at beginning of month $ __________
(B) Marine Certificate Factor at beginning of month $ __________
(C) Principal Balance at end of month $ __________
(D) Monthly Marine Principal due investors $ __________
(E) Carry-Over Monthly Marine Principal $ __________

III. Monthly Marine Interest Payment:

(A) Principal Balance at beginning of month $ __________
(B) Pass-Through Rate % $ __________
(C) Monthly Marine Interest Payment $ __________
(D) Carry-Over Monthly Marine Interest $ __________

IV. Draw on Marine Reserve Account and Surety Bond:

(A) Total Marine Available Funds equals:
(1) Principal received from Obligors
(or Dealers and insurers on non-Defaulted
Marine Receivables), plus $ __________
(2) Interest received from Obligors, plus $ __________
(3) Cash received from Depositor/Servicer/NationsCredit
Marine on Purchased Receivables, plus $ __________

(4) Liquidation Proceeds, plus $ __________
</TABLE>

D-1
<PAGE> 110
<TABLE>
<S> <C> <C> <C>
(5) Interest on Marine Collection Account $ __________
(6) Total Marine Available Funds $
==========

(B) Total Marine Distributions equal:
(1) Monthly Marine Interest Payment and any
carry-over Monthly Marine Interest Payment, plus $ __________
(2) Monthly Marine Servicing Fee and any carry-over
Monthly Marine Servicing Fee (if NationsCredit
Commercial is not the Servicer), plus $ __________
(3) Monthly Marine Principal Payment and any
carry-over Monthly Principal Payment $ __________
(4) Total Marine Distributions $
==========
(C) Total Surplus/(Deficiency) (IV(A)-IV(B)) $ __________
(D) Marine Reserve Account balance $ __________
(E) Marine Reserve Account withdrawal $ __________
(F) Surety Bond demand $ __________

V. Monthly Marine Servicing Fee and any carry-over Monthly Marine
Servicing Fee (if NationsCredit Commercial is the Servicer) $ __________

VI. Reconciliation of Marine Reserve Account:

(A) Beginning Marine Reserve Account balance $ __________
(B) Interest on Marine Reserve Account $ __________
(C) Amounts paid to Marine Reserve Account under
the Pooling and Servicing Agreement $ __________
(D) Marine Reserve Account withdrawal $ __________
(E) Marine Reserve Account prior to release of excess $ __________
(F) Required Marine Reserve Account balance:
(1) As percent of Principal Balance $ __________
(2) Minimum Marine Reserve Account balance $ __________
(3) Required amount $ __________
(G) Release of excess $ __________
(H) Ending Marine Reserve Account balance $ __________

VII. Delinquency/Charge-off Experience:

(A) Principal Balance at end of month $ __________
(B) Number of Units $ __________
(C) Delinquency $ #
30-59 Days $0.00 0
60-89 Days $0.00 0
</TABLE>

D-2
<PAGE> 111
<TABLE>
<S> <C> <C> <C>
90+ Days $0.00 0
TOTAL $0.00 0

(D) As % of EOM Outstanding
(E) Marine Receivables charged-off
during month $0.00 0

(F) Recoveries of Marine Receivables previously charged-off $ __________
(G) Net loss during month $ __________
(H) Annualized monthly net loss rate $ __________
</TABLE>

D-3
<PAGE> 112
EXHIBIT D-2

NATIONSCREDIT COMMERCIAL CORPORATION OF AMERICA
MONTHLY SERVICER REPORT - RV CERTIFICATES

<TABLE>
<S> <C>
CURRENT DATE:

I. Monthly RV Principal Payment:

II. Principal to Investors:

(A) Principal Balance at beginning of month $ __________
(B) RV Certificate Factor at beginning of month $ __________
(C) Principal Balance at end of month $ __________
(D) Monthly RV Principal due investors $ __________
(E) Carry-Over Monthly RV Principal $ __________

III. Monthly RV Interest Payment:

(A) Principal Balance at beginning of month $ __________
(B) Pass-Through Rate % $ __________
(C) Monthly RV Interest Payment $ __________
(D) Carry-Over Monthly RV Interest $ __________

IV. Draw on RV Reserve Account and Surety Bond:

(A) Total RV Available Funds equals:
(1) Principal received from Obligors
(or Dealers and insurers on non-Defaulted
RV Receivables), plus $ __________
(2) Interest received from Obligors, plus $ __________
(3) Cash received from Depositor/Servicer on
Purchased Receivables, plus $ __________
(4) Liquidation Proceeds, plus $ __________
</TABLE>

D-4
<PAGE> 113
<TABLE>
<S> <C> <C> <C>
(5) Interest on RV Collection Account $ __________
(6) Total RV Available Funds $
==========

(B) Total RV Distributions equal:
(1) Monthly RV Interest Payment and any
carry-over Monthly RV Interest Payment, plus $ __________
(2) Monthly RV Servicing Fee and any carry-over
Monthly RV Servicing Fee (if NationsCredit
Commercial is not the Servicer), plus $ __________
(3) Monthly RV Principal Payment and any
carry-over Monthly Principal Payment $ __________
(4) Total RV Distributions $
==========
(C) Total Surplus/(Deficiency) (IV(A)-IV(B)) $ __________
(D) RV Reserve Account balance $ __________
(E) RV Reserve Account withdrawal $ __________
(F) Surety Bond demand $ __________

V. Monthly RV Servicing Fee and any carry-over Monthly RV
Servicing Fee (if NationsCredit Commercial is the Servicer) $ __________

VI. Reconciliation of RV Reserve Account:

(A) Beginning RV Reserve Account balance $ __________
(B) Interest on RV Reserve Account $ __________
(C) Amounts paid to RV Reserve Account under
the Pooling and Servicing Agreement $ __________
(D) RV Reserve Account withdrawal $ __________
(E) RV Reserve Account prior to release of excess $ __________
(F) Required RV Reserve Account balance:
(1) As percent of Principal Balance $ __________
(2) Minimum RV Reserve Account balance $ __________
(3) Required amount $ __________
(G) Release of excess $ __________
(H) Ending RV Reserve Account balance $ __________

VII. Delinquency/Charge-off Experience:

(A) Principal Balance at end of month $ __________
(B) Number of Units $ __________
(C) Delinquency $ #
30-59 Days $0.00 0
60-89 Days $0.00 0
</TABLE>

D-5
<PAGE> 114
<TABLE>
<S> <C> <C> <C>
90+ Days $0.00 0
TOTAL $0.00 0

(D) As % of EOM Outstanding
(E) RV Receivables charged-off
during month $0.00 0

(F) Recoveries of RV Receivables previously charged-off $ __________
(G) Net loss during month $ __________
(H) Annualized monthly net loss rate $ __________
</TABLE>

D-6
<PAGE> 115
EXHIBIT E-1

NATIONSCREDIT COMMERCIAL CORPORATION OF AMERICA
MARINE CERTIFICATEHOLDER STATEMENT

<TABLE>
<CAPTION>
A-C (Per $1,000 Initial Balance):
<S> <C> <C>
(A) The amount of the Marine Certificateholder's
distribution which constitutes the Monthly Marine
Principal Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . $________

(B) The amount of the Marine Certificateholder's
distribution which constitutes the Monthly
Marine Interest Payment (including any Carry-
Over Monthly Marine Interest) . . . . . . . . . . . . . . . . . . . . . . $________

(C) The Marine Certificateholder's pro rata portion of
the Monthly Marine Servicing Fee (including any Carry-
Over Monthly Marine Servicing Fee) . . . . . . . . . . . . . . . . . . . . $________

(D) Marine Certificate Balance as of Record Date . . . . . . . . . . . . . . . $________

(E) Marine Certificate Factor as of Record Date . . . . . . . . . . . . . . . $________
</TABLE>

E-1
<PAGE> 116
EXHIBIT E-2

NATIONSCREDIT COMMERCIAL CORPORATION OF AMERICA
RV CERTIFICATEHOLDER STATEMENT

<TABLE>
<S> <C>
A-C (Per $1,000 Initial Balance):

(A) The amount of the RV Certificateholder's
distribution which constitutes the Monthly RV
Principal Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . $________

(B) The amount of the RV Certificateholder's
distribution which constitutes the Monthly
RV Interest Payment (including any Carry-
Over Monthly RV Interest) . . . . . . . . . . . . . . . . . . . . . . . . $________

(C) The RV Certificateholder's pro rata portion of
the Monthly RV Servicing Fee (including any Carry-
Over Monthly RV Servicing Fee) . . . . . . . . . . . . . . . . . . . . . . $________

(D) RV Certificate Balance as of Record Date . . . . . . . . . . . . . . . . . $________

(E) RV Certificate Factor as of Record Date . . . . . . . . . . . . . . . . . $________
</TABLE>

E-2
<PAGE> 117
EXHIBIT F-1

Trustee's Certificate
pursuant to Section 19.3 of
the Pooling and Servicing Agreement

Bankers Trust Company, as trustee (the "Trustee") of the
NationsCredit Grantor Trust 1997-2 created pursuant to the Pooling and
Servicing Agreement (including the Standard Terms and Conditions of Agreement
incorporated by reference therein, the "Agreement") dated as of September 30,
1997, among NationsCredit Securitization Corporation, as Depositor (the
"Depositor"), NationsCredit Commercial Corporation of America, as Servicer, and
the Trustee, does hereby sell, transfer, assign and otherwise convey to the
Depositor, without recourse, representation or warranty, all the Trustee's
right, title and interest in and to all the Receivables (as defined in the
Agreement) identified in the attached Servicer's Certificate as "Purchased
Receivables," which are to be repurchased by the Depositor pursuant to Section
12.2 of the Agreement and all security and documents relating thereto.

IN WITNESS WHEREOF I have hereunto set my hand this ___day of
_________, 199__.

------------------------------------
Title:

F-1-1
<PAGE> 118
EXHIBIT F-2

Trustee's Certificate
pursuant to Section 19.3 of
the Pooling and Servicing-Agreement

Bankers Trust Company, as trustee (the "Trustee") of the
NationsCredit Grantor Trust 1997-2 created pursuant to the Pooling and
Servicing Agreement (including the Standard Terms and Conditions of Agreement
incorporated by reference therein, the "Agreement") dated as of September 30,
1997, among NationsCredit Securitization Corporation, as Depositor,
NationsCredit Commercial Corporation of America, as Servicer (the "Servicer"),
and the Trustee, does hereby sell, transfer, assign and otherwise convey to the
Servicer, without recourse, representation or warranty, all the Trustee's
right, title and interest in and to all the Receivables (as defined in the
Agreement) identified in the attached Servicer's Certificate as "Purchased
Receivables," which are to be purchased by the Servicer pursuant to Sections
13.7, Section 20.2 or 20.2A of the Agreement, and all security and documents
relating thereto.

IN WITNESS WHEREOF I have hereunto set my hand this ___ day of
___________,
199__.

-----------------------------
Title:

F-2-1
<PAGE> 119
EXHIBIT G

FORM OF ASSIGNMENT AGREEMENT

G-1

<PAGE> 1

EXHIBIT 4.2

EXECUTION COPY

PURCHASE AGREEMENT

This PURCHASE AGREEMENT is made as of September 30, 1997, by
and between NATIONSCREDIT COMMERCIAL CORPORATION OF AMERICA, a North Carolina
corporation (the "Seller"), having its chief executive office at 3350
Cumberland Circle, N.W., Suite 1000, Atlanta, Georgia 30339 and NATIONSCREDIT
SECURITIZATION CORPORATION, a Delaware corporation (the "Purchaser"), having
its chief executive office at 225 E. John Carpenter Freeway, Irving, Texas
75062- 2731.

WHEREAS, in the regular course of its business the Seller has
purchased the Receivables (as hereinafter defined) and the security interests
securing the same from the Dealer and in turn desires to sell the Receivables
and such security interests to the Purchaser pursuant to this Purchase
Agreement.

WHEREAS, the Seller and the Purchaser wish to set forth the
terms pursuant to which the Receivables are to be sold by the Seller to the
Purchaser, which Receivables will be transferred by the Purchaser, pursuant to
the Pooling and Servicing Agreement (as hereinafter defined) to the
NationsCredit Grantor Trust 1997-2 to be created thereunder, which Trust will
issue certificates representing fractional undivided interests in such
Receivables and the other property of the Trust (the "Certificates").

NOW, THEREFORE, in consideration of the foregoing, other good
and valuable consideration, and the mutual terms and covenants contained
herein, the parties hereto agree as follows:

ARTICLE I
CERTAIN DEFINITIONS

Terms not defined in this Purchase Agreement shall have the
meaning set forth in Articles VI and XI of the Pooling and Servicing Agreement.
As used in this Purchase
<PAGE> 2
Agreement, the following terms shall, unless the context otherwise requires,
have the following meanings (such meanings to be equally applicable to the
singular and plural forms of the terms defined):

"Assignment" shall mean the document of assignment attached to
this Purchase Agreement as Exhibit A.

"Boat" means a new or used boat, boat motor or boat trailer
securing an Obligor's indebtedness under the respective Marine Receivable.

"Capital Contribution" shall mean $1,813,681.98 which will be
contributed to the capital of the Purchaser by the Seller on the Closing Date.

"Closing Date" shall mean October 23, 1997.

"Cutoff Date" shall mean September 30, 1997.

"Marine Receivable" shall mean any marine retail installment
sale contract which shall appear on Exhibit B-1 hereto.

"Pooling and Servicing Agreement" shall mean the Pooling and
Servicing Agreement (including the Standard Terms and Conditions of Agreement
attached thereto) dated as of September 30, 1997 by and among NationsCredit
Commercial Corporation of America as Servicer, the Purchaser as Depositor, and
Bankers Trust Company as Trustee and Collateral Agent.

"Property" shall mean collectively, the Receivables, and all
payments received thereunder after the Cutoff Date; all right, title and
interest of the Seller in the security interest in the Boats granted by
Obligors pursuant to the Marine Receivables and in the RVs granted by Obligors
pursuant to the RV Receivables; all right, title and interest of the Seller in
any proceeds from claims on any physical damage, credit life or disability
insurance policies covering Boats and RVs or Obligors; all right, title and
interest of the Seller in any proceeds from recourse to Dealers on Receivables;
and any proceeds of all of the foregoing.
<PAGE> 3
"Prospectus" shall mean the Prospectus, dated October 16,
1997, relating to the Certificates.

"Purchase Agreement" shall mean this Purchase Agreement and
all amendments hereof and supplements hereto.

"Purchaser" shall mean NationsCredit Securitization
Corporation, a Delaware corporation, its successors and assigns.

"Receivable" shall mean the Marine Receivables and the RV
Receivables.

"Receivables Purchase Price" shall mean $110,021,865.96.

"Repurchase Event" shall have the meaning specified in
Section 6.2 hereof.

"RV" means a new or used recreational vehicle securing an
Obligor's indebtedness under the respective RV Receivable.

"RV Receivable" shall mean any recreational vehicle
installment sale contract which shall appear on Exhibit B-2 hereto.

"Schedule of Receivables" shall mean the list of Marine
Receivables and RV Receivables annexed hereto as Exhibits B-1 and B-2,
respectively.

"Seller" shall mean NationsCredit Commercial Corporation of
America, a North Carolina corporation, its successors and assigns.

"Trust" shall mean the NationsCredit Grantor Trust 1997-2.

"UCC" shall mean the Uniform Commercial Code, as in effect
from time to time in the relevant jurisdictions.

"Underwriting Agreement" shall mean the Underwriting
Agreement, dated October 16, 1997 between NationsBanc Montgomery Securities,
Inc. as representative of the several underwriters and the Purchaser.

<PAGE> 4
ARTICLE II
PURCHASE AND SALE OF RECEIVABLES

2.1 Purchase and Sale of Receivables.

On the Closing Date, subject to the terms and conditions of
this Purchase Agreement, the Seller agrees to sell to the Purchaser, and the
Purchaser agrees to purchase from the Seller, the Property.

(a) Transfer of Receivables. On the Closing Date
and simultaneously with the transactions pursuant to the Pooling and Servicing
Agreement, the Seller shall sell, transfer, assign and otherwise convey to the
Purchaser, without recourse (except as otherwise agreed hereunder or under the
Pooling and Servicing Agreement), all of its right, title and interest in and
to the Property.

The Seller intends that the assignment and transfer herein
contemplated constitute a sale of the Receivables, conveying good title thereto
free and clear of any liens and encumbrances, from the Seller to the Purchaser
and that such property not be part of the Seller's estate or property of the
Seller in the event of any insolvency by the Seller, and the Purchaser
acquiesces in such characterization. In the event that such conveyance is
deemed to be, or to be made as security for, a loan, the Seller hereby grants
to the Purchaser a first priority perfected security interest in all of the
Seller's right, title and interest in and to the Receivables, and this Purchase
Agreement shall constitute a security agreement under applicable law.

(b) Receivables Purchase Price. In consideration
for the Property, the Purchaser shall, on the Closing Date, pay to the Seller
the Receivables Purchase Price. The amount paid to the Seller shall be in
immediately available funds but shall be reduced by the Capital Contribution.

2.2 The Closing. The sale and purchase of the
Receivables shall take place at a closing (the "Closing") at the offices of
Stroock & Stroock & Lavan LLP, 180 Maiden Lane,

<PAGE> 5
New York, New York 10038 on the Closing Date, simultaneously with the closing
under the Pooling and Servicing Agreement.

ARTICLE III
REPRESENTATIONS AND WARRANTIES

3.1 Warranties of The Purchaser. The Purchaser hereby
represents and warrants to the Seller as of the date hereof and as of the
Closing Date:

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

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

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

(d) Valid Sale; Binding Obligations. This
Purchase Agreement shall evidence (A) a valid sale, transfer and assignment of
the Receivables, enforceable against creditors of and purchasers from the
Purchaser, and (B) a legal, valid and binding obligation of the Purchaser
enforceable in accordance with its terms, subject to applicable bankruptcy,

<PAGE> 6
insolvency, reorganization, fraudulent conveyance and similar laws relating to
creditors' rights generally and subject to general principles of equity.

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

(f) No Proceedings. There are no proceedings or
investigations pending, or threatened, before any court, regulatory body,
administrative agency or other governmental instrumentality having jurisdiction
over the Purchaser or its properties: (A) asserting the invalidity of this
Purchase Agreement; (B) seeking to prevent the consummation of any of the
transactions contemplated by this Purchase Agreement; or (C) seeking any
determination or ruling that might materially and adversely affect the
performance by the Purchaser of its obligations under, or the validity or
enforceability of, this Purchase Agreement.

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

3.2 Representations and Warranties of the Seller.
(a) The Seller hereto represents and warrants to the Purchaser as of the date
hereof and as of the Closing Date:

<PAGE> 7
(i) Organization and Good Standing. The
Seller has been duly organized and is validly existing as a
corporation in good standing under the laws of the State of North
Carolina, with power and authority to own its properties and to
conduct its business as such properties are currently owned and such
business is presently conducted, and has at all relevant times, and
shall have, power, authority and legal right to acquire, own and sell
the Receivables. The Seller's principal place of business and chief
executive office as of the Closing Date is in Georgia.

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

(iii) Power and Authority. The Seller has
the power and authority to execute and deliver this Purchase Agreement
and to carry out its terms; the Seller has full power and authority to
sell and assign the Property to the Purchaser and shall have duly
authorized such sale and assignment to the Purchaser by all necessary
corporate action and the execution, delivery, and performance of this
Purchase Agreement has been duly authorized by the Seller by all
necessary corporate action.

(iv) Valid Sale; Binding Obligations. The
sale of the Receivables by the Seller to the Purchaser constitutes a
valid sale, transfer and assignment of the Receivables, enforceable
against creditors of and purchasers from the Seller, and this Purchase
Agreement shall constitute a legal, valid and binding obligation of
the Seller enforceable in accordance with its terms, subject to
applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance and similar laws relating to creditors' rights generally
and subject to general principles of equity.

(v) No violation. The consummation of the
transactions contemplated by this Purchase Agreement and the
fulfillment of the terms hereof does not and will not conflict with,
result in any breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time or both) a default
under, the articles of

<PAGE> 8
incorporation or by-laws of the Seller, or any indenture, agreement,
or other instrument to which the Seller is a party or by which it
shall be bound; nor result in the creation or imposition of any Lien
upon any of its properties pursuant to the terms of any such
indenture, agreement, or other instrument (other than the Pooling and
Servicing Agreement); nor violate any law or any order, rule, or
regulation applicable to the Seller of any court or of any Federal or
state regulatory body, administrative agency, or other governmental
instrumentality having jurisdiction over the Seller or its properties.

(vi) No Proceedings. There are no
proceedings or investigations pending or threatened, before any court,
regulatory body, administrative agency, or other governmental
instrumentality having jurisdiction over the Seller or its properties:
(A) asserting the invalidity of this Purchase Agreement; (B) seeking
to prevent the consummation of any of the transactions contemplated by
this Purchase Agreement, or (C) seeking any determination or ruling
that might materially and adversely affect the performance by the
Seller of its obligations under, or the validity or enforceability of
this Purchase Agreement.

(b) The Seller makes the following
representations and warranties as to the Receivables on which the Purchaser
relies in accepting the Receivables. Such representations and warranties speak
as of the Closing Date, but shall survive the sale, transfer, and assignment of
the Receivables to the Purchaser and the subsequent assignment and transfer
pursuant to the Pooling and Servicing Agreement:

(i) Characteristics of Marine Receivables.
Each Marine Receivable (a) shall have been originated in the United
States by a Dealer for the retail

<PAGE> 9
sale of a Boat in the ordinary course of such Dealer's business, shall
have been fully and properly executed by the parties thereto, shall be
denominated in U.S. dollars, (b) shall have created or shall create a
valid, subsisting and enforceable first priority perfected security
interest in favor of the Seller in the related Boat (other than in the
case of boat motors subject to certificate of title statutes that
provide for perfection of the security interest in such boat motors by
the filing of a UCC-1 financing statement), which security interest
shall be validly assignable to the Purchaser, (c) shall contain
customary and enforceable provisions such that the rights and remedies
of the holder thereof shall be adequate for realization against the
collateral of the benefits of the security, (d) shall provide for
level monthly payments (provided that the payment in the first or last
month in the life of the Marine Receivable may be minimally different
from the level payment) that fully amortize the Amount Financed by
maturity and yield interest at the Annual Percentage Rate, and (e)
shall provide for, in the event that such contract is prepaid, a
prepayment that fully pays the Principal Balance and includes accrued
but unpaid interest due pursuant to the terms of the related contract
through the date of the prepayment in an amount at least equal to the
Annual Percentage Rate.

(ii) Characteristics of RV Receivables. Each
RV Receivable (a) shall have been originated in the United States by a
Dealer for the retail sale of a RV in the ordinary course of such
Dealer's business, shall have been fully and properly executed by the
parties thereto, shall be denominated in U.S. dollars, (b) shall have
created or shall create a valid, subsisting and enforceable first
priority perfected security interest in favor of the Seller in the
related RV, which security interest shall be validly assignable to the
Purchaser, (c) shall contain customary and enforceable provisions such
that the rights and remedies of the holder thereof shall be adequate
for realization against the collateral of the benefits of the
security, (d) shall provide for level monthly payments (provided that
the payment in the first or last month in the life of the RV
Receivable may be minimally different from the level payment) that
fully amortize the Amount Financed by maturity and yield interest at
the Annual Percentage Rate, and (e) shall provide for, in the event
that such contract is prepaid, a prepayment that fully pays the
Principal Balance and

<PAGE> 10
includes accrued but unpaid interest due pursuant to the terms of the
related contract through the date of the prepayment in an amount at
least equal to the Annual Percentage Rate.

(iii) Schedule of Receivables. The
information set forth in Exhibits B-1 and B-2 to this Purchase
Agreement shall be true and correct in all material respects as of the
close of business on the Cutoff Date, and no selection procedures
believed to be adverse to the Purchaser shall have been utilized in
selecting the Receivables.

(iv) Compliance with Law. Each Marine
Receivable and the sale of the related Boat and each RV Receivable and
the sale of the related RV shall have complied at the time it was
originated or made, and at the Closing Date shall comply in all
material respects with all requirements of applicable Federal, State,
and local laws, and regulations thereunder, including, without
limitation, usury laws, the Federal Truth-in-Lending Act, the Equal
Credit Opportunity Act, the Federal Trade Commission Act, the Fair
Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Magnuson-Moss Warranty Act, the Federal
Trade Commission Credit Practices Rule, State unfair and deceptive
trade practice laws and the State adaptations of the National Consumer
Act and of the Uniform Consumer Credit Code, and any other applicable
consumer credit laws and equal credit opportunity and disclosure laws.

(v) Binding Obligation. Each Receivable
shall represent the genuine, legal, valid, and binding payment
obligation in writing of the Obligor, enforceable by the holder
thereof in accordance with its terms, subject to applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance and
similar laws relating to creditors' rights generally and subject to
general principles of equity.

(vi) No Government Obligor. None of the
Receivables shall be due from the United States of America or any
State or local government or from any agency, department, or
instrumentality of the United States of America, any State or local
government.

<PAGE> 11
(vii) Receivables in Force. No Receivable
shall have been satisfied, subordinated or rescinded, nor shall any
Boat, in the case of Marine Receivables, or any RV in the case of RV
Receivables have been released from the security interest granted by
the related Marine Receivable or RV Receivable, as applicable, in
whole or in part.

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

(ix) No Defenses. The Receivables are free
and clear of all security interests, liens, charges, and encumbrances
and to the best knowledge of the Seller, no right of rescission,
setoff, counterclaim, or defense shall have been asserted or
threatened with respect to any Receivable.

(x) No Liens. No liens or claims shall have
been filed for work, labor, or materials relating to a Boat or RV that
shall be liens prior to, or equal or coordinate with, the security
interest in the Boat in the case of Marine Receivables or RV in the
case of RV Receivables granted by the related Receivable.

(xi) No Default. Except for payment
defaults continuing for a period of less than 60 days as of the Cutoff
Date, no default, breach, violation, or event permitting acceleration
under the terms of any Receivable shall have occurred and the Seller
has not waived and shall not waive any of the foregoing.

(xii) Insurance. Each Obligor under the
Marine Receivables has obtained physical damage insurance covering the
related Boat and each Obligor under the RV Receivables, has obtained
physical damage insurance covering the related RV, and in each case
such Obligors are required under the terms of the related Receivable
to maintain such insurance.

(xiii) Title. It is the intention of the
Seller that the sale and assignment herein contemplated constitute a
sale of the Receivables from the Seller to the Purchaser and that the
beneficial interest in and title to the Receivables not be part of the

<PAGE> 12
debtor's estate in the event of the filing of a bankruptcy petition by
or against the Seller under any bankruptcy law. No Receivable has been
sold, transferred, assigned, or pledged by the Seller to any Person
other than the Purchaser. Immediately prior to the sale and
assignment herein contemplated, the Seller had good and marketable
title to each Receivable free and clear of all Liens, encumbrances,
security interests and rights of others and, immediately upon the sale
and assignment contemplated hereby, the Purchaser shall have good and
marketable title to each Receivable, free and clear of all Liens,
encumbrances, security interests, and rights of others and the sale
and assignment has been perfected under the UCC.

(xiv) Lawful Assignment. No Receivable
shall have been originated in, or shall be subject to the laws of, any
jurisdiction under which the sale, transfer, and assignment of such
Receivable under the Agreement shall be unlawful, void, or voidable.

(xv) Security Interest. Upon the
Receivables being conveyed to the Trust pursuant to Section 2.1 of the
Agreement, the Trust shall have a perfected security interest under
the UCC in the Receivables.

(xvi) One Original. There shall be in
existence one, and only one, original executed copy of each
Receivable.

(xvii) UCC Characterization. Each
Receivable constitutes "chattel paper" under the UCC.

(xviii) Maximum Balance. No Marine
Receivable has a Principal Balance of greater than $50,000.

(xix) Original Maturity of Receivables.
Each Receivable shall have an original maturity of not more than 180
months.

(xx) Remaining Maturity of Receivables.
As of the Cutoff Date, each Receivable shall have a remaining maturity
of not more than 180 months.

<PAGE> 13
(xxi) Annual Percentage Rate. Each Marine
Receivable shall have a fixed Annual Percentage Rate of not less than
8.0002% and not greater than 19.0035%. Each RV Receivable shall have
a fixed Annual Percentage Rate of not less than 8.0000% and not
greater than 20.5001%.

(xxii) Ship Mortgage Act. No Boat securing
any Marine Receivable meets the requirements for documentation under
the Ship Mortgage Act.

(xxiii) No Default. Except for payment
defaults continuing for a period of less than 60 days as of the Cutoff
Date, no default, breach, violation or event permitting acceleration
under the terms of any Receivable shall have occurred and neither
NationsCredit Commercial nor the Purchaser shall have waived any of
the foregoing.

(xxiv) Location of Receivable Files. The
Receivable Files shall be kept at the offices of NationsCredit
Commercial at 1000 Holcomb Woods Parkway, Roswell, Georgia 30076 and
at 2260 Douglas Boulevard, Suite 100, Roseville, California 95061.

(xxv) No Repossessions. As of the Cutoff
Date, no boat securing any Receivable is in repossession status.

(xxvi) No Bankruptcies. As of the Cutoff
Date, no Obligor on a Receivable was noted in the Receivable File as
the subject of any bankruptcy proceeding.

(xxvii) Delinquencies. As of the Cutoff
Date, no Receivable shall have a payment that is 60 or more days
delinquent.

<PAGE> 14
ARTICLE IV
CONDITIONS

4.1 Conditions to Obligation of the Purchaser. The
obligation of the Purchaser to purchase the Receivables is subject to the
satisfaction of the following conditions:

(a) Computer Files Marked. The Seller shall
have, at its own expense, on or prior to the Closing Date, indicated in its
computer files that the Receivables have been sold to the Purchaser pursuant to
this Purchase Agreement and delivered to the Purchaser the Schedule of
Receivables certified by the Chairman, the President, any Vice President, the
Treasurer or the Assistant Treasurer to be true, correct and complete.

(b) Documents to be delivered by the Seller at
the Closing.

(i) The Assignment. At the Closing, the
Seller will execute and deliver to the Purchaser the Assignment. The
Assignment shall be substantially in the form of Exhibit A hereto.

(ii) Evidence of UCC Filing. On or prior
to the Closing Date, the Seller shall record and file, at its own
expense, a UCC-1 financing statement in each jurisdiction in which
required by applicable law, executed by the Seller, as seller or
debtor, and naming the Purchaser, as purchaser or secured party,
naming the Receivables and the other Property as collateral, meeting
the requirements of the laws of each such jurisdiction and in such
manner as is necessary to perfect the sale, transfer, assignment and
conveyance of the Receivables and the Property to the Purchaser. The
Seller shall deliver a file-stamped copy, or other evidence
satisfactory to the Purchaser of such filing, to the Purchaser on or
prior to the Closing Date.

(iii) Other Documents. Such other documents
as the Purchaser may reasonably request.

(c) Other Transactions. The transactions
contemplated by the Pooling and Servicing Agreement shall be consummated on the
Closing Date.

<PAGE> 15
4.2 Conditions to Obligation of the Seller. The
obligation of the Seller to sell the Receivables to the Purchaser is subject to
the satisfaction of the following conditions:

(a) Representations and Warranties True. The
representations and warranties of the Purchaser hereunder shall be true and
correct on the Closing Date with the same effect as if then made, and the
Purchaser shall have performed all obligations to be performed by it hereunder
on or prior to the Closing Date.

(b) Receivables Purchase Price. At the Closing
Date, the Purchaser will deliver to the Seller the Receivables Purchase Price
as provided in Section 2.1(b) hereof.

ARTICLE V
COVENANTS OF THE SELLER

The Seller agrees with the Purchaser as follows, provided,
however, that to the extent that any provision of this ARTICLE V conflicts with
any provision of the Pooling and Servicing Agreement, the Pooling and Servicing
Agreement shall govern:

5.1 Protection of Right, Title and Interest.

(a) Filings. The Seller shall cause all
financing statements and continuation statements and any other necessary
documents covering the right, title and interest of the Purchaser in and to the
Receivables and the other Property to be promptly filed, and at all times to be
kept recorded, registered and filed, all in such manner and in such places as
may be required by law fully to preserve and protect the right, title and
interest of the Purchaser hereunder to the Receivables and the other Property.
The Seller shall deliver to the Purchaser file-stamped copies of, or filing
receipts for any document recorded, registered or filed as provided above, as
soon as available following such recordation, registration or filing. The
Purchaser shall cooperate fully with the Seller in connection with the
obligations set forth above and will execute any and all documents reasonably
requested to fulfill the intent of this Section 5.01(a).

<PAGE> 16
(b) Name Change. Within fifteen days after the
Seller makes any change in its name, identity, principal place of business,
chief executive office or corporate structure which would make any financing
statement or continuation statement filed in accordance with paragraph (a)
above seriously misleading within the applicable provisions of the UCC or any
title statute, the Seller shall give the Purchaser notice of any such change
and no later than five days after the effective date thereof shall file such
financing statements or amendments as may be necessary to continue the
perfection of the Purchaser's security interest in the Receivables and the
other Property.

(c) Other Actions. The Seller shall cause such
additional actions to be taken as may be required by law to fully preserve and
protect the right, title and interest of the Purchaser hereunder to the
Property.

5.2 Other Liens or Interests. Except for the conveyances
hereunder and pursuant to the Pooling and Servicing Agreement, the Seller will
not sell, pledge, assign or transfer to any other Person, or grant, create,
incur, assume or suffer to exist any Lien on the Property or any interest
therein, and the Seller shall defend the right, title, and interest of the
Purchaser in, to and under the Property (other than the Purchased Receivables)
against all claims of third parties claiming through or under the Seller;
provided, however, that the Seller's obligations under this Section 5.2 shall
terminate upon the termination of the Trust pursuant to the Pooling and
Servicing Agreement.

5.3 Chief Executive Office. During the term of the
Receivables, the Seller will maintain its chief executive office in the United
States, except for Colorado, Kansas, Louisiana, New Mexico, Oklahoma, Utah,
Vermont or Wyoming. The Seller shall give the Purchaser at least 30 days prior
written notice of any relocation of its chief executive office, or if as a
result of any change, the applicable provisions of the UCC would require the
filing of any amendment of any previously filed financing or continuation
statement or of any new financing statement, and shall promptly file any such
amendment or new financing statement.

<PAGE> 17
5.4 Costs and Expenses. The Seller agrees to pay all
costs and disbursements in connection with the perfection, as against all third
parties, of the Purchaser's right, title and interest in and to the
Receivables.

ARTICLE VI
MISCELLANEOUS PROVISIONS

6.1 Obligations of Seller. The obligations of the Seller
under this Purchase Agreement shall not be affected by reason of any
invalidity, illegality or irregularity of any Receivable.

6.2 Repurchase Events. The Seller hereby covenants and
agrees with the Purchaser for the benefit of the Purchaser, the Trustee, the
Certificateholders and the Surety Bond Issuer, that a breach of any of the
Seller's representations and warranties contained in Section 3.2(b) hereof,
which as a result of such breach would materially and adversely affect the
interests of the Purchaser, the Certificateholders, the Surety Bond Issuer,
unless such breach shall have been cured by the second Record Date following
the discovery thereof (or at the Seller's option the first Record Date
following discovery), shall constitute an event obligating the Seller to
repurchase Receivables hereunder (a "Repurchase Event"), at the Purchase Amount
from the Purchaser or from the Trust. The Purchase Amount shall be paid in the
manner specified in Section 14.4(a) of the Pooling and Servicing Agreement on
the Deposit Date. The repurchase obligation of the Seller shall constitute the
sole remedy to the Certificateholders, the Trustee, the Surety Bond Issuer, or
the Purchaser against the Seller with respect to any Repurchase Event.

6.3 Seller's Assignment of Purchased Receivables. With
respect to all Receivables repurchased by the Seller pursuant to this Purchase
Agreement, the Purchaser shall assign, without recourse, representation or
warranty, to the Seller all the Purchaser's right, title and interest in and to
such Receivables, and all Property and documents relating thereto.

6.4 Trust. The Seller acknowledges that the Purchaser
will, pursuant to the Pooling and Servicing Agreement, sell the Property to the
Trust on the Closing Date and assign its rights under this Purchase Agreement
to the Trustee for the benefit of the Certificateholders and the Surety Bond
Issuer and that the representations and warranties contained in this Purchase
Agreement and the rights of the Purchaser under Sections 6.2 and 6.3 hereof are
intended to benefit such Trust, the Certificateholder

<PAGE> 18
and the Surety Bond Issuer. The Seller hereby consents to such sale and
assignment and the right of the Trustee to enforce directly the obligations of
the Seller hereunder.

6.5 Amendment. This Purchase Agreement may be amended
from time to time by a written amendment duly executed and delivered by the
Seller and the Purchaser; provided, however, that any such amendment that
materially adversely affects the rights of the Certificateholders or the Surety
Bond Issuer under the Pooling and Servicing Agreement must be consented to by
the Surety Bond Issuer and the Holders of Certificates evidencing not less than
51% of the Pool Balance.

6.6 Waivers. No failure or delay on the part of the
Purchaser in exercising any power, right or remedy under this Purchase
Agreement or the Assignment shall operate as a waiver thereof, nor shall any
single or partial exercise of any such power, right or remedy preclude any
other or further exercise thereof or the exercise of any other power, right or
remedy.

6.7 Notices. All communications and notices pursuant
hereto to either party shall be in writing and addressed or delivered to it at
its address shown in the opening paragraph of this Purchase Agreement or at
such other address as may be designated by it by notice to the other party and,
if mailed, shall be deemed given when mailed.

6.8 Costs and Expenses. The Seller will pay all expenses
incident to the performance of its obligations under this Purchase Agreement
and the Seller agrees to pay all reasonable out-of-pocket costs and expenses of
the Purchaser, including reasonable fees and expenses of counsel, in connection
with the perfection as against third parties of the Purchaser's right, title
and interest in and to the Receivables and the enforcement of any obligation of
the Seller hereunder.

6.9 Representations to the Seller. The respective
agreements, representations, warranties and other statements by the Seller and
the Purchaser set forth in or made pursuant to

<PAGE> 19
this Purchase Agreement shall remain in full force and effect and will survive
the Closing under Section 2.02 hereof.

6.10 Confidential Information. The Purchaser agrees that it
will neither use nor disclose to any person the names and addresses of the
Obligors, except in connection with the enforcement of the Purchaser's rights
hereunder, under the Receivables, under any Pooling and Servicing Agreement or
as required by law.

6.11 Headings and Cross-References. The various headings in
this Purchase Agreement are included for convenience only and shall not affect
the meaning or interpretation of any provision of this Purchase Agreement.
References in this Purchase Agreement to Section names or numbers are to such
Sections of this Purchase Agreement.

6.12 Governing Law. THIS PURCHASE AGREEMENT AND THE
ASSIGNMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK.

6.13 Counterparts. This Purchase Agreement may be executed
in two or more counterparts and by different parties on separate counterparts,
each of which shall be an original, but all of which together shall constitute
one and the same instrument.

6.14 No Petition. The Seller will not institute against, or
join any other person in instituting against, the Purchaser, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other
proceeding under any federal or state bankruptcy or similar law, until April
16, 2015.

<PAGE> 20
IN WITNESS WHEREOF, the parties hereby have caused
this Purchase Agreement to be executed by their respective officers thereunto
duly authorized as of the date and year first above written.

NATIONSCREDIT SECURITIZATION CORPORATION

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

NATIONSCREDIT COMMERCIAL CORPORATION OF
AMERICA

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

<PAGE> 21
Exhibit A

ASSIGNMENT

For value received, in accordance with the Purchase Agreement
dated as of September 30, 1997 (the "Purchase Agreement"), between the
undersigned and NationsCredit Securitization Corporation (the "Purchaser"), the
undersigned does hereby sell, assign, transfer and otherwise convey unto the
Purchaser, without recourse (except as provided in the Purchase Agreement) all
right, title and interest of the undersigned in and to: (i) the Receivables
and all payments received thereunder after the Cutoff Date; (ii) the security
interest in the Boats granted by Obligors pursuant to the Marine Receivables
and in the RVs granted by Obligors pursuant to the RV Receivables; (iii) any
proceeds from claims on any physical damage, credit life or disability
insurance policies covering Boats and RVs or Obligors; (iv) any proceeds from
recourse to Dealers on Receivables; and (v) any proceeds of all of the
foregoing. The foregoing sale does not constitute and is not intended to
result in any assumption by the Purchaser of any obligation of the undersigned
to the Obligors, insurers or any other person in connection with the
Receivables, Receivable Files, any insurance policies or any agreement or
instrument relating to any of them.

This Assignment is made pursuant to and upon the
representations, warranties, and agreements on the part of the undersigned
contained in the Purchase Agreement and is to be governed by the Purchase
Agreement.

Capitalized terms used herein and not otherwise defined shall
have the meaning assigned to them in the Purchase Agreement.

IN WITNESS WHEREOF, the undersigned has caused this Assignment
to be duly executed as of September 30, 1997.

NATIONSCREDIT COMMERCIAL
CORPORATION OF AMERICA

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

<PAGE> 22
Exhibit B-1

Schedule of Marine Receivables
delivered to Trustee

-2-

<PAGE> 23
Exhibit B-2

Schedule of RV Receivables
delivered to Trustee

-3-

<PAGE> 24
Schedule A

Location of Receivable Files

1. NationsCredit Commercial Corporation
1000 Holcomb Woods Parkway
Roswell, Georgia 30076

2. NationsCredit Commercial Corporation
2260 Douglas Boulevard, Suite 100
Roseville, California 95061

-4-

<PAGE> 1
EXHIBIT 4.3

EXECUTION COPY

This ASSIGNMENT AGREEMENT, dated as of September 30, 1997, is
made between NATIONSCREDIT MARINE FUNDING CORPORATION, a Delaware corporation
("NCMF") and BANKERS TRUST COMPANY, as Trustee of the NationsCredit Grantor
Trust 1997-2 (the "Trustee").

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

Capitalized but undefined terms shall have the meanings set
forth in the Pooling and Servicing Agreement (the "Pooling and Servicing
Agreement"), dated as of September 30, 1997, among NationsCredit Securitization
Corporation, a Delaware corporation, as Depositor (the "Depositor"),
NationsCredit Commercial Corporation of America, a North Carolina corporation,
as Servicer ("NationsCredit Commercial" or the "Servicer"), and Bankers Trust
Company, as Trustee and as Collateral Agent.

SECTION 1. Conveyance of NCMF Receivables. (a) In
consideration of the payment of $59,168,389.20 (the "Purchase Price") on the
Closing Date by the Trustee, on behalf of the Certificateholders and the Surety
Bond Issuer, NCMF does hereby sell, transfer, assign and otherwise convey on
the Closing Date to the Trustee, in trust for the benefit of the
Certificateholders and the Surety Bond Issuer, without recourse:

(i) all right, title and interest of NCMF in and to the
NCMF Receivables and all payments received thereunder after the Cutoff
Date;

(ii) all right, title and interest of NCMF in the security
interests in the Boats related to NCMF Receivables granted by Obligors
pursuant to the NCMF Receivables;

(iii) the right, title and interest of NCMF pursuant to
Section 1.7 of the Purchase and Sale Agreement to cause NationsCredit
Commercial to repurchase NCMF Receivables from NCMF for breaches of
the representations and warranties contained in paragraphs (h) or (i)
of Exhibit 11 to the Purchase and Sale Agreement (provided that
paragraph (i) shall be limited to paragraphs (iii), (vi), (xiii) and
(xxiii) of the definition of Eligible Receivable (as such term is
defined in the Purchase and Sale Agreement));

(iv) all right, title and interest of NCMF in any proceeds
from claims on any physical damage, credit life or disability
insurance policies covering Boats related to NCMF Receivables or
Obligors related to NCMF Receivables;

(v) all right, title and interest of NCMF in any proceeds
from recourse to Dealers on NCMF Receivables; and

(vi) any proceeds of the foregoing.
<PAGE> 2
"NCMF Receivables" means the marine retail installment contracts
listed on Schedule A.

The interests set forth in clauses (i)-(vi) of this Section
1(a) are hereinafter referred to as the "NCMF Interests."

(b) NCMF intends that the assignment and transfer herein
contemplated constitute a sale of the NCMF Receivables, conveying good title
thereto free and clear of any liens and encumbrances, from NCMF to the Trust
and that such property not be part of NCMF's estate or property of NCMF in the
event of any insolvency by NCMF, and the Trustee acquiesces in such
characterization. In the event that such conveyance is deemed to be, or to be
made as security for, a loan, NCMF hereby grants to the Trust a first priority
perfected security interest in all of NCMF's right, title and interest in and
to the NCMF Receivables, and this Assignment Agreement shall constitute a
security agreement under applicable law.

SECTION 2. Repurchase Amounts. On the Deposit Date next
succeeding the date on which NCMF receives any amounts from NationsCredit
Commercial in respect of repurchases of NCMF Receivables as a result of a
breach of any of the representations and warranties described in Section
1(a)(iii) hereof, NCMF shall remit such amounts to the Servicer for Deposit in
to the RV Collection Account and Marine Collection Account.

SECTION 3. Deliveries at Closing. On the Closing Date NCMF
shall deliver to the Trustee the following:

(i) A Certificate of Good Standing of NCMF in the State of
Delaware

(ii) A Secretary's Certificate of NCMF, which has as exhibits
thereto the Certificate of Incorporation and By-laws of NCMF and
resolutions of the Board of Directors of NCMF authorizing the
transactions contemplated by Assignment Agreement;

(iii) An Officer's Certificate of NCMF relating to the
incumbency of officers of NCMF;

(iv) UCC-1 Financing Statements executed by NCMF with respect
to the grant of the security interest set forth in Section 1(a)(ii)
to be filed with the Secretary of State of the State of Texas; and

(v) An opinion of Counsel with respect to certain corporate
matters of NCMF in form and substance reasonably satisfactory to the
Trustee.

SECTION 4. Representations and Warranties of NCMF. NCMF hereby
makes the following representations and warranties to the Trustee on behalf of
the Certificateholders and the Surety Bond Issuer:

(a) Organization and Good Standing. NCMF has been duly
organized and is validly existing as a corporation in good standing under the
laws of the State of Delaware, with power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is now conducted, and had at all relevant times, and shall have,
power, authority and legal right to acquire, own and sell the NCMF Receivables.
NCMF's principal place of business and chief executive office as of the Closing
Date is in Texas.

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<PAGE> 3
(b) Due Qualification. NCMF is duly qualified to do
business as a foreign corporation in good standing, and has obtained all
necessary licenses and approvals, in all jurisdictions in which the ownership
or lease of property or the conduct of its business requires such
qualifications, licenses or approvals, except where the lack of such
qualifications or approvals would not have a material adverse effect on the
business or properties of NCMF.

(c) Power and Authority. NCMF has the power and authority
to execute and deliver this Assignment Agreement and to carry out its terms;
and the execution, delivery, and performance of this Assignment Agreement has
been duly authorized by NCMF by all necessary corporate action.

(d) Valid Sale; Binding Obligations. The sale, transfer
and assignment of the NCMF Interests by NCMF to the Trust, pursuant to Section
1, constitutes (a) a valid sale, transfer and assignment of the NCMF Interests,
enforceable against creditors of and purchasers from NCMF and (b) a legal valid
and binding obligation of NCMF enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance and similar laws relating to creditors' rights generally and subject
to general principles of equity.

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

(f) No Proceedings. There are no proceedings or
investigations pending or threatened, before any court, regulatory body,
administrative agency, or other governmental instrumentality having
jurisdiction over NCMF or its properties: (A) asserting the invalidity of this
Assignment Agreement; (B) seeking to prevent the consummation of any of the
transactions contemplated by this Assignment Agreement; or (C) seeking any
determination or ruling that might materially and adversely affect the
performance by NCMF of its obligations under, or the validity or enforceability
of this Assigment Agreement.

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

(h) Title. It is the intention of NCMF that the sale,
transfer and assignment of the NCMF Interests contemplated by Section 1
constitute a sale, transfer and assignment of the NCMF Interests from NCMF to
the Trust and that the beneficial interest in and title to the NCMF Interests
not be part of the debtor's estate in the event of the filing of a bankruptcy
petition by or against NCMF under any bankruptcy law. In the event that such
sale, transfer and assignment is deemed to be made as security for a loan, NCMF
hereby grants to the Trustee a first priority security interest in all of
NCMF's right title and interest in and to the NCMF

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<PAGE> 4
Interests and this Assignment Agreement shall constitute a security agreement
under applicable law. No interest in any portion of the NCMF Interests has been
sold, transferred, assigned, or pledged by NCMF to any person other than the
Trust. Immediately prior to the sale, transfer and assignment contemplated by
Section 1, NCMF had good and marketable title to each NCMF Receivable, free and
clear of all Liens, encumbrances, security interests and rights of others; and
the sale and assignment has been perfected under the Uniform Commercial Code in
effect in Texas.

SECTION 5. Payment Instructions. The Trustee shall deposit, or
cause to be deposited, the Purchase Price into an account specified by NCMF.

SECTION 6. Governing Law. THIS ASSIGNMENT AGREEMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF
NEW YORK.

SECTION 7. Counterparts. This Assignment Agreement may be
executed in two or more counterparts and by different parties on separate
counterparts, each of which shall be an original, but all of which together
shall constitute one and the same instrument.

SECTION 8. No Petition. The Trust will not institute against,
or join any other person in instituting against, NCMF, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other
proceeding under any federal or state bankruptcy or similar law, until August
16, 2014.

SECTION 9. Further Assurances. Consistent with the terms and
conditions hereof, each party hereto will execute and deliver such instruments,
certificates and other documents and take such other action as any party may
reasonably require in order to carry out this Agreement and the transactions
contemplated hereby.

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<PAGE> 5
IN WITNESS WHEREOF, the parties hereby have caused this
Assignment Agreement to be executed by their respective officers thereunto duly
authorized as of the date and year first above written.

NATIONSCREDIT MARINE FUNDING
CORPORATION

By: /s/ LAWRENCE ANGELILLI
-------------------------------
Name: Lawrence Angelilli
Title: Vice President and Treasurer

BANKERS TRUST COMPANY, as Trustee
of NationsCredit Grantor Trust
1997-2

By: /s/ LILLIAN K. PEROS
-------------------------------
Name: Lillian K. Peros
Title: Assistant Vice President
Acknowledged and agreed to:

NationsCredit Commercial Corporation
of America

By: /s/ LAWRENCE ANGELILLI
-------------------------------
Name: Lawrence Angelilli
Title: Vice President and Treasurer

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