FLEETWOOD CREDIT RECEIVABLES CORP, S-1/A, 1997-09-03

FLEETWOOD CREDIT RECEIVABLES CORP
S-1/A, 1997-09-03
ASSET-BACKED SECURITIES

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 3, 1997

REGISTRATION NO. 333-33745
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
FLEETWOOD CREDIT 1997-B GRANTOR TRUST
(ISSUER WITH RESPECT TO THE CERTIFICATES)

FLEETWOOD CREDIT RECEIVABLES CORP.
(ORIGINATOR OF THE TRUST DESCRIBED HEREIN)
(EXACT NAME AS SPECIFIED IN ORIGINATOR'S CHARTER)

<TABLE>
<S> <C> <C>
CALIFORNIA 6146 33-0444724
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
</TABLE>

------------------------
22840 SAVI RANCH PARKWAY
YORBA LINDA, CALIFORNIA 92687
(714) 921-3400
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF ORIGINATOR'S PRINCIPAL EXECUTIVE OFFICES)

LAWRENCE F. PITTROFF
DIRECTOR AND SENIOR VICE PRESIDENT
FLEETWOOD CREDIT RECEIVABLES CORP.
22840 SAVI RANCH PARKWAY
YORBA LINDA, CALIFORNIA 92687
(714) 921-3400
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE WITH RESPECT TO THE REGISTRANT)
------------------------
COPIES TO:

<TABLE>
<S> <C>
JOSEPH V. GATTI, ESQ. DALE W. LUM, ESQ.
ARTER & HADDEN BROWN & WOOD LLP
1801 K STREET N.W. 555 CALIFORNIA STREET
WASHINGTON, D.C. 20006 SAN FRANCISCO, CA 94104
</TABLE>

------------------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this Registration Statement becomes effective.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _____________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _____________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
------------------------
CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------------
PROPOSED PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
EACH CLASS OF OFFERING AGGREGATE AMOUNT OF
SECURITIES TO AMOUNT TO BE PRICE PER OFFERING REGISTRATION
BE REGISTERED REGISTERED UNIT PRICE FEE
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
% Asset Backed Securities, Class A $337,750,000 100%(1) $337,750,000(1) $102,348.48(2)
% Asset Backed Securities, Class B $ 12,250,000 100%(1) $ 12,250,000(1) $ 3,712.12(2)
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Estimated solely for the purpose of calculating the registration fee on the
basis of the proposed maximum offering price per unit.

(2) Of each amount, $303.03 has been previously paid.

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

- --------------------------------------------------------------------------------
<PAGE> 2

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR
MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT
BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR
THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS
OF ANY SUCH STATE.

SUBJECT TO COMPLETION

PRELIMINARY PROSPECTUS DATED SEPTEMBER 3, 1997

PROSPECTUS

$350,000,000

Fleetwood Credit 1997-B Grantor Trust

$337,750,000 % Asset Backed Certificates, Class A

$12,250,000 % Asset Backed Certificates, Class B

Fleetwood Credit Receivables Corp.,

Seller

<TABLE>
<S> <C> <C>
Fleetwood Credit Corp.,
Servicer and
(LOGO) a wholly owned subsidiary of
Associates First Capital
Corporation
</TABLE>

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

The Fleetwood Credit 1997-B Grantor Trust Asset Backed Certificates (the
"Certificates") will consist of one class of senior certificates (the "Class A
Certificates") and one class of subordinated certificates (the "Class B
Certificates"). Principal, and interest to the extent of the Class A
Pass-Through Rate of % per annum, and the Class B Pass-Through Rate of %
per annum, will be distributed to the Class A Certificateholders and Class B
Certificateholders, respectively, on the 15th day of each month (or, if such day
is not a Business Day, on the next succeeding Business Day), beginning October
15, 1997. The Final Scheduled Distribution Date will be the May 15, 2013
Distribution Date.

The Class A Certificates and the Class B Certificates will respectively
evidence in the aggregate undivided ownership interests of 96.5% and 3.5% of the
Fleetwood Credit 1997-B Grantor Trust (the "Trust"). The Trust will be formed
pursuant to a Pooling and Servicing Agreement to be entered into among Fleetwood
Credit Receivables Corp., as Seller (the "Seller"), Fleetwood Credit Corp., as
Servicer ("Fleetwood Credit" or, in its capacity as Servicer, the "Servicer"),
and The Chase Manhattan Bank, as Trustee (the "Trustee"). The rights of the
Class B Certificateholders to receive distributions of interest and principal
will be subordinated to the rights of the Class A Certificateholders to the
limited extent described herein.

The property of the Trust will primarily include a pool of simple interest
retail installment sale contracts (the "Initial Receivables") secured by new and
used recreational vehicles (the "Initial Financed Vehicles"), certain monies due
under the Initial Receivables on and after September 1, 1997, security interests
in the Initial Financed Vehicles, monies on deposit in a trust account (the
"Pre-Funding Account") to be established with the Trustee and certain other
property, as more fully described herein. From time to time on or before
November 17, 1997, additional simple interest retail installment sale contracts
(the "Subsequent Receivables" and, together with the Initial Receivables, the
"Receivables") secured by new and used recreational vehicles (the "Subsequent
Financed Vehicles" and, together with the Initial Financed Vehicles, the
"Financed Vehicles"), will be purchased by the Trust from the Seller from monies
on deposit in the Pre-Funding Account. In each case, the Receivables, including
the security interests in the Financed Vehicles, will be purchased by the Seller
from Fleetwood Credit concurrently with their conveyance to the Trust. See
"Property of the Trust."

---------------------------
There currently is no market for either Class of Certificates and there is
no assurance that one will develop. The Underwriters expect, but will not be
obligated, to make a market in each Class of Certificates. There is no assurance
that any such market will develop, or if one does develop, that it will continue
or that it will provide sufficient liquidity.
---------------------------

THE CERTIFICATES WILL REPRESENT INTERESTS IN THE TRUST AND WILL NOT REPRESENT
INTERESTS IN OR OBLIGATIONS OF FLEETWOOD CREDIT RECEIVABLES CORP., FLEETWOOD
CREDIT CORP., ASSOCIATES FIRST CAPITAL CORPORATION, THE TRUSTEE OR ANY OF THEIR
RESPECTIVE AFFILIATES.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
==================================================================================================================
PRICE TO UNDERWRITING DISCOUNTS PROCEEDS TO THE
PUBLIC(1) AND COMMISSIONS SELLER(1)(2)
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Class A Certificate.................. % % %
- ------------------------------------------------------------------------------------------------------------------
Per Class B Certificate.................. % % %
- ------------------------------------------------------------------------------------------------------------------
Total.................................... $ $ $
==================================================================================================================
</TABLE>

(1) Plus accrued interest from the date of initial issuance.

(2) Before deduction of expenses payable by the Seller estimated at $360,000.

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

The Certificates are being offered by the Underwriters subject to prior
sale, to withdrawal, cancellation or modification of the offer without notice,
to delivery to and acceptance by the Underwriters and to certain further
conditions. It is expected that delivery of the Certificates will be made in
book-entry form through the facilities of The Depository Trust Company, on or
about September , 1997.

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

MERRILL LYNCH & CO. SALOMON BROTHERS INC

THE DATE OF THIS PROSPECTUS IS SEPTEMBER , 1997.

<PAGE> 3

Certain persons participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of either Class of
Certificates. Such transactions may include stabilizing. For a description of
these activities, see "Underwriting."

UNTIL DECEMBER , 1997, ALL DEALERS EFFECTING TRANSACTIONS IN THE
CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED
TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO
DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR
UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. UPON RECEIPT OF A REQUEST BY AN INVESTOR, OR
SUCH INVESTOR'S REPRESENTATIVE, WITHIN THE PERIOD DURING WHICH THERE IS A
PROSPECTUS DELIVERY OBLIGATION, THE SELLER OR THE UNDERWRITERS WILL PROMPTLY
DELIVER, OR CAUSE TO BE DELIVERED, WITHOUT CHARGE AND IN ADDITION TO SUCH
DELIVERY REQUIREMENTS, A PAPER COPY OF THE PROSPECTUS OR A PROSPECTUS ENCODED IN
AN ELECTRONIC FORMAT.

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

AVAILABLE INFORMATION

The Seller has filed with the Securities and Exchange Commission (the
"Commission") on behalf of the Trust a Registration Statement on Form S-1
(together with all amendments and exhibits thereto, the "Registration
Statement"), of which this Prospectus is a part, under the Securities Act of
1933, as amended, with respect to the Certificates being offered hereby. This
Prospectus does not contain all of the information set forth in the Registration
Statement, certain parts of which have been omitted in accordance with the rules
and regulations of the Commission. For further information, reference is made to
the Registration Statement which is available for inspection without charge at
the public reference facilities of the Commission at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and the regional offices of the
Commission at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago,
Illinois 60661-2511, and Suite 1300, Seven World Trade Center, New York, New
York 10048. Copies of such information can be obtained from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. The Commission also maintains a
site on the World Wide Web (http://www.sec.gov) that contains reports, proxy
statements and other information regarding registrants that file electronically
with the Commission. The Servicer, on behalf of the Trust, will also file or
cause to be filed with the Commission such periodic reports as are required
under the Securities Exchange Act of 1934, as amended, and the rules and
regulations of the Commission thereunder.

REPORTS TO CERTIFICATEHOLDERS BY THE TRUSTEE

The Chase Manhattan Bank, as Trustee, will provide to Certificateholders
(which shall be Cede & Co. as the nominee of The Depository Trust Company unless
Definitive Certificates are issued under the limited circumstances described
herein) unaudited monthly and annual reports concerning the Receivables. See
"The Certificates -- Statements to Certificateholders" and "-- Evidence as to
Compliance."

2
<PAGE> 4

SUMMARY

This Summary is qualified in its entirety by reference to the detailed
information appearing elsewhere in this Prospectus. Certain capitalized terms
used and not otherwise defined herein shall have the meanings ascribed thereto
elsewhere in this Prospectus. See the Glossary of Terms for the location herein
of certain capitalized terms.

Trust..................... Fleetwood Credit 1997-B Grantor Trust.

Seller.................... Fleetwood Credit Receivables Corp. (the "Seller"), a
wholly owned, limited purpose subsidiary of
Fleetwood Credit Corp.

Servicer.................. Fleetwood Credit Corp. ("Fleetwood Credit" or, in its
capacity as Servicer, the "Servicer"), a wholly
owned subsidiary of Associates First Capital
Corporation. See "The Servicer."

Securities Offered........ The Fleetwood Credit 1997-B Grantor Trust Asset
Backed Certificates (the "Certificates") will
consist of one class of senior certificates (the
"Class A Certificates") and one class of
subordinated certificates (the "Class B
Certificates"). Each Certificate will represent a
fractional undivided interest in the Trust. The
property of the Trust will consist primarily of a
pool of simple interest retail installment sale
contracts (the "Initial Receivables") secured by
the new and used recreational vehicles financed
thereby (the "Initial Financed Vehicles"), certain
monies due under the Initial Receivables on and
after September 1, 1997 (the "Initial Cutoff
Date"), security interests in the Initial Financed
Vehicles, an interest bearing account initially
established with the Trustee (the "Certificate
Account") and the proceeds thereof, proceeds from
claims under certain insurance policies in respect
of individual Initial Financed Vehicles or the
related Obligors, and certain rights under the
Pooling and Servicing Agreement to be dated as of
September 1, 1997 (the "Agreement"), among the
Seller, the Servicer and The Chase Manhattan Bank,
as trustee (the "Trustee") and amounts on deposit
in a trust account established for the benefit of
the Certificateholders (the "Pre-Funding Account").
From time to time on or before November 17, 1997,
additional simple interest retail installment sale
contracts (the "Subsequent Receivables" and,
together with the Initial Receivables, the
"Receivables") secured by the new and used
recreational vehicles financed thereby (the
"Subsequent Financed Vehicles" and, together with
the Initial Financed Vehicles, the "Financed
Vehicles"), certain monies due under the Subsequent
Receivables after the related Subsequent Cutoff
Dates, security interests in the related Subsequent
Financed Vehicles and proceeds from claims under
certain insurance policies in respect of individual
Subsequent Financed Vehicles or the related
Obligors will be purchased by the Trust from the
Seller from monies on deposit in the Pre-Funding
Account. See "Property of the Trust."

The Class A Certificates will evidence in the
aggregate an undivided ownership interest (the
"Class A Percentage") of 96.5% of the Trust
(initially representing $337,750,000) and the Class
B Certificates will evidence in the aggregate an
undivided ownership interest (the "Class B
Percentage") of 3.5% of the Trust (initially
representing $12,250,000). The Class B Certificates
will be subordinated to the Class A Certificates to
the limited extent described herein. The
Certificates will be issued pursuant to the
Agreement in denominations of $1,000 and integral
multiples thereof.

3
<PAGE> 5

Registration of the
Certificates............ Each Class of Certificates will initially be
represented by one or more certificates registered
in the name of Cede & Co. ("Cede"), as the nominee
of The Depository Trust Company ("DTC"). No person
acquiring an interest in the Class A Certificates
(each, a "Class A Certificate Owner") or the Class
B Certificates (each, a "Class B Certificate Owner"
and, together with the Class A Certificate Owners,
the "Certificate Owners") will be entitled to
receive a definitive certificate representing such
person's interest, except in the event that
Definitive Certificates of the related Class are
issued under the limited circumstances described
herein. Unless and until Certificates of a Class
are issued in definitive form, all references
herein to distributions, notices, reports and
statements to and to actions by and effects upon
the related Certificateholders will refer to the
same actions and effects with respect to DTC or
Cede, as the case may be, for the benefit of the
related Certificate Owners in accordance with DTC
procedures. See "The Certificates -- General,"
"-- Book-Entry Registration" and "-- Definitive
Certificates."

Class A Pass-Through
Rate...................... % per annum, calculated on the basis of a
360-day year consisting of twelve 30-day months
(the "Class A Pass-Through Rate"), payable monthly.

Class B Pass-Through
Rate...................... % per annum, calculated on the basis of a
360-day year consisting of twelve 30-day months
(the "Class B Pass-Through Rate"), payable monthly.

The Receivables........... The Receivables arise from simple interest retail
installment sale contracts originated by dealers in
new and used recreational vehicles (the "Dealers")
which are purchased by Fleetwood Credit. All of the
Receivables will be selected from the contracts
owned by Fleetwood Credit based upon the criteria
described under "The Receivables" and "The
Certificates -- Sale and Assignment of the
Receivables."

On or before the date of initial issuance of the
Certificates (the "Closing Date"), Fleetwood Credit
will sell the Initial Receivables to the Seller
pursuant to a receivables purchase agreement to be
dated as of September 1, 1997 (the "Receivables
Purchase Agreement"), between the Seller and
Fleetwood Credit. The Seller, in turn, will sell
the Initial Receivables to the Trust pursuant to
the Agreement. As of the Initial Cutoff Date, the
Initial Receivables had an aggregate principal
balance of $311,845,802.40, a weighted average
annual percentage rate (the "APR") of 9.69%, a
weighted average original maturity of 154.53 months
and a weighted average remaining maturity of 148.86
months.

From time to time during the Funding Period, pursuant
to the Receivables Purchase Agreement, Fleetwood
Credit will be obligated to sell, and the Seller
will be obligated to purchase, Subsequent
Receivables at a purchase price equal to the
aggregate principal amount thereof as of a date in
the related month of transfer designated by
Fleetwood Credit and the Seller (each, a
"Subsequent Cutoff Date"). Pursuant to the
Agreement and one or more transfer agreements
(each, a "Transfer Agreement") among the Seller,
the Servicer and the Trustee, and subject to the
satisfaction of certain conditions described
herein, the Seller will in turn sell the Subsequent
Receivables to the Trust at a purchase price

4
<PAGE> 6

equal to the amount paid by the Seller to Fleetwood
Credit for such Subsequent Receivables, which
purchase price shall be paid from monies on deposit
in the Pre-Funding Account. The aggregate principal
balance of the Subsequent Receivables to be
conveyed to the Trust during the Funding Period
will not exceed $38,154,197.60 (i.e., 10.9% of the
sum of the Original Class A Certificate Balance and
the Original Class B Certificate Balance).
Subsequent Receivables will be transferred from
Fleetwood Credit to the Seller and from the Seller
to the Trust on the Business Day specified by
Fleetwood Credit and the Seller during the month in
which the related Subsequent Cutoff Date occurs
(each, a "Subsequent Transfer Date").

The Pre-Funding Account... The Pre-Funding Account will be established by
Fleetwood Credit, maintained as a trust account
with the Trustee and is designed solely to hold
funds to be applied by the Trustee during the
Funding Period to pay to the Seller the purchase
price for Subsequent Receivables. Monies on deposit
in the Pre-Funding Account will not be available to
cover losses on or in respect of the Receivables.

The Pre-Funding Account will be created with an
initial deposit by the Seller of $38,154,197.60
(the "Pre-Funded Amount"). The "Funding Period"
will be the period from the Closing Date until the
earliest to occur of (i) the date on which the
remaining Pre-Funded Amount is less than $100,000,
(ii) the date on which an Event of Default occurs
or (iii) the close of business on the November 17,
1997 Distribution Date. During the Funding Period,
on one or more Subsequent Transfer Dates, the
Trustee will use the Pre-Funded Amount to purchase
Subsequent Receivables from the Seller. The Seller
expects that the Pre-Funded Amount will be reduced
to less than $100,000 by the November 17, 1997
Distribution Date, although no assurances can be
given in this regard. Any portion of the Pre-Funded
Amount remaining on deposit in the Pre-Funding
Account at the end of the Funding Period will be
payable as principal to Certificateholders in
accordance with their respective Class Percentages.
See "The Certificates -- General" and "-- The
Pre-Funding Account; Mandatory Prepayment of the
Certificates."

Interest.................. On each Distribution Date, the Trustee will
distribute (i) to holders of the Class A
Certificates (the "Class A Certificateholders") of
record as of the day immediately preceding such
Distribution Date or, if Definitive Certificates
are issued, the last day of the immediately
preceding calendar month (each such date, a "Record
Date"), interest in an amount equal to one-twelfth
of the product of the Class A Pass-Through Rate,
calculated on the basis of a 360-day year
consisting of twelve 30-day months, and the Class A
Certificate Balance as of the immediately preceding
Distribution Date (after giving effect to
distributions of principal made on such immediately
preceding Distribution Date), and (ii) to holders
of the Class B Certificates (the "Class B
Certificateholders" and, together with the Class A
Certificateholders, the "Certificateholders") of
record as of the related Record Date, interest in
an amount equal to one-twelfth of the product of
the Class B Pass-Through Rate, calculated on the
basis of a 360-day year consisting of twelve 30-day
months, and the Class B Certificate Balance as of
the immediately preceding Distribution Date (after
giving effect to distributions of principal made on
such immediately preceding Distribution Date). In
the case of the first Distribution

5
<PAGE> 7

Date, the Trustee will distribute to
Certificateholders of record as of the related
Record Date interest in an amount equal to (a) the
product of (i) the Class A Pass-Through Rate or
Class B Pass-Through Rate, as the case may be, (ii)
the Original Class A Certificate Balance or
Original Class B Certificate Balance, as the case
may be, and (iii) the number of days from and
including the Closing Date to but excluding such
Distribution Date, (b) divided by 360. The rights
of the Class B Certificateholders to receive
distributions of interest, to the extent of
collections on or in respect of the Receivables
allocable to interest and certain available amounts
on deposit in the Reserve Fund, will be
subordinated to the rights of Class A
Certificateholders to receive distributions of
interest, but will not be subordinated to the
rights of Class A Certificateholders to receive
distributions of principal, as described herein.

The "Class A Certificate Balance" will initially
equal $337,750,000.00 (the "Original Class A
Certificate Balance") and on any Distribution Date
will equal the Original Class A Certificate
Balance, reduced by all distributions actually made
on or prior to such Distribution Date to Class A
Certificateholders. The "Class B Certificate
Balance" will initially equal $12,250,000.00 (the
"Original Class B Certificate Balance") and on any
Distribution Date will equal the Original Class B
Certificate Balance, reduced by (i) all
distributions actually made on or prior to such
Distribution Date to Class B Certificateholders and
(ii) Realized Losses allocable to the Class B
Certificates. See "The Certificates --
Distributions on the Certificates."

Principal................. On each Distribution Date, the Trustee will
distribute pro rata (i) to Class A
Certificateholders of record as of the related
Record Date an amount equal to the Class A
Percentage of all payments received by the Servicer
during the immediately preceding calendar month
(each, a "Collection Period") allocable to
principal on or in respect of the Receivables and
(ii) to Class B Certificateholders of record as of
the related Record Date an amount equal to the
Class B Percentage of all payments received by the
Servicer during the related Collection Period
allocable to principal on or in respect of the
Receivables. The rights of the Class B
Certificateholders to receive distributions of
principal will be subordinated to the rights of the
Class A Certificateholders to receive distributions
of interest and principal to the limited extent
described herein.

Distribution Dates........ The 15th day of each month (or, if such day is not a
Business Day, the next succeeding Business Day),
beginning October 15, 1997. The final scheduled
Distribution Date (the "Final Scheduled
Distribution Date") will be the May 15, 2013
Distribution Date.

Mandatory Prepayment...... The Certificates will be prepaid in part on the
Distribution Date immediately succeeding the date
on which the Funding Period ends (or on the
Distribution Date on which the Funding Period ends
if the Funding Period ends on a Distribution Date)
in the event that any portion of the Pre-Funded
Amount remains on deposit in the Pre-Funding
Account after giving effect to the acquisition by
the Seller and sale to the Trust of all Subsequent
Receivables, including any such acquisition and
conveyance on the date on which the Funding Period
ends (a "Mandatory Prepayment"). The amount to be
distributed to Certificateholders of either Class
in connection with any Mandatory Prepayment will
equal the

6
<PAGE> 8

Class A Percentage or the Class B Percentage, as
the case may be, multiplied by the remaining
Pre-Funded Amount. See "The Certificates -- The
Pre-Funding Account; Mandatory Prepayment of the
Certificates."

Subordination of the
Class B Certificates;
Reserve Fund............ The rights of the Class B Certificateholders to
receive distributions with respect to the
Receivables will be subordinated to the rights of
the Class A Certificateholders to the limited
extent described herein. This subordination is
intended to enhance the likelihood of timely
receipt by Class A Certificateholders of the full
amount of interest and principal required to be
paid to them, and to afford such Class A
Certificateholders limited protection against
losses in respect of the Receivables.

The protection afforded to the Class A
Certificateholders by the subordination feature
described above will be effected both by the
preferential right of the Class A
Certificateholders to receive, to the extent
described herein, current distributions from
collections on or in respect of the Receivables and
by the establishment of a segregated trust account
held by the Trustee for the benefit of the
Certificateholders (the "Reserve Fund"). The
Reserve Fund will not be part of the Trust.

The Reserve Fund will be funded by the Seller on the
Closing Date in an amount equal to $2,625,000 plus
an amount attributable to the maximum aggregate
Negative Carry Amount. Thereafter, on each
Distribution Date all Excess Amounts, if any, will
be deposited from time to time in the Reserve Fund
to the extent necessary to maintain the Reserve
Fund at an amount to be specified in the Agreement
(the "Specified Reserve Fund Balance"). "Excess
Amounts" in respect of a Distribution Date will be
all interest collections on or in respect of the
Receivables on deposit in the Certificate Account
in respect of such Distribution Date, after the
Servicer has been reimbursed for any outstanding
Advances and has been paid the Servicing Fee
(including any unpaid Servicing Fees with respect
to one or more prior Collection Periods) and after
giving effect to all distributions of interest and
principal required to be made to the Class A and
Class B Certificateholders on such Distribution
Date. The Specified Reserve Fund Balance for the
first Distribution Date will be $2,625,000 plus an
amount attributable to the maximum aggregate
Negative Carry Amount and on any Distribution Date
thereafter will be calculated as described under
"The Certificates -- Subordination of the Class B
Certificates; Reserve Fund." On each Distribution
Date, funds will be withdrawn from the Reserve Fund
for distribution, first, to Class A

7
<PAGE> 9

Certificateholders to the extent of shortfalls in
the amounts available to make required
distributions of interest on the Class A
Certificates, second, to Class B Certificateholders
to the extent of shortfalls in the amounts
available to make required distributions of
interest on the Class B Certificates, third, to
Class A Certificateholders to the extent of
shortfalls in the amounts available to make
required distributions of principal on the Class A
Certificates and fourth, to Class B
Certificateholders to the extent of shortfalls in
the amounts available to make required
distributions of principal on the Class B
Certificates. In addition, on each Distribution
Date relating to the Funding Period, the Negative
Carry Amount, if any, will be withdrawn from the
Reserve Fund and deposited into the Certificate
Account.

On each Distribution Date, after giving effect to all
distributions made on such Distribution Date, any
amounts in the Reserve Fund in excess of the
Specified Reserve Fund Balance will be distributed
to the Seller and upon such distribution the
Certificateholders will have no further rights in,
or claims to, such amounts. Notwithstanding the
foregoing, during the Funding Period, all Excess
Amounts will be deposited into the Reserve Fund and
will not be paid to the Seller until the
Distribution Date immediately succeeding the date
on which the Funding Period ends (or on the
Distribution Date on which the Funding Period ends
if the Funding Period ends on a Distribution Date).
See "The Certificates -- Subordination of the Class
B Certificates; Reserve Fund."

Advances.................. On the Business Day immediately preceding each
Distribution Date, the Servicer will advance, in
respect of each Receivable, an amount equal to all
interest at the related APR which accrued in
respect of such Receivable from the last day upon
which a payment was made on such Receivable through
the last day of the related Collection Period. The
Servicer will be required to make an Advance only
to the extent it determines, in its reasonable
judgment, such Advance will be recoverable from
future payments and collections on or in respect of
the Receivables or otherwise. See "The Certificates
-- Certain Payments by the Servicer."

Servicing Fee............. The Servicer will receive a monthly fee, payable on
each Distribution Date, equal to one-twelfth of the
product of 1.0% (the "Servicing Fee Rate") and the
Pool Balance as of the first day of the related
Collection Period. The Servicer will be entitled to
receive additional servicing compensation in the
form of certain late fees, prepayment charges and
other administrative fees or similar charges. See
"The Certificates -- Servicing Compensation."

Termination............... The Seller and the Servicer, or any successor to the
Servicer, will each have the option to purchase
from the Trust all Receivables then outstanding and
all other property in the Trust on any Distribution
Date following the last day of a Collection Period
as of which the Pool Balance is less than 10% of
the sum of the Pool Balance as of the Initial
Cutoff Date (the "Original Pool Balance") and the
aggregate principal balance of all Subsequent
Receivables conveyed to the Trust as of the related
Subsequent Cutoff Dates at a purchase price
determined as described under "The
Certificates -- Termination."

8
<PAGE> 10

If neither the Seller nor the Servicer exercises its
optional termination right within 90 days after the
last day of the Collection Period as of which such
right can first be exercised, the Trustee shall
solicit bids for the purchase of all Receivables
remaining in the Trust. In the event that
satisfactory bids are received as described in "The
Certificates -- Termination," the sale proceeds
will be distributed to Certificateholders on the
second Distribution Date succeeding the last day of
such Collection Period. If satisfactory bids are
not received, the Trustee shall decline to sell the
Receivables and shall not be under any obligation
to solicit any further bids or otherwise negotiate
any further sale of the Receivables. See "The
Certificates -- Termination."

Ratings................... It is a condition to the issuance of the Certificates
that the Class A Certificates be rated Aaa by
Moody's Investors Service, Inc. ("Moody's") and AAA
by Standard & Poor's Ratings Services ("Standard &
Poor's" and, together with Moody's, the "Rating
Agencies") and the Class B Certificates be rated
Baa2 by Moody's and A by Standard & Poor's. The
ratings of each Class of Certificates will be based
primarily on the value of the Initial Receivables,
the Pre-Funding Account, the terms of the
Certificates and the Reserve Fund. The foregoing
ratings do not address the likelihood that the
Certificates will be retired following the sale of
the Receivables by the Trustee as described above
under "Termination."

There is no assurance that any rating will not be
lowered or withdrawn by the assigning Rating Agency
if, in its judgment, circumstances so warrant. In
the event that the rating initially assigned to the
Class A Certificates or the Class B Certificates is
subsequently lowered or withdrawn for any reason,
no person or entity will be obligated to provide
any additional credit enhancement with respect to
such Certificates. There can be no assurance
whether any other rating agency will rate the Class
A Certificates or the Class B Certificates, or if
one does, what rating would be assigned by any such
other rating agency. A security rating is not a
recommendation to buy, sell or hold securities.

Tax Status................ In the opinion of special federal tax counsel to the
Seller, the Trust will be classified as a grantor
trust for federal income tax purposes and not as an
association taxable as a corporation. For federal
income tax purposes, the Certificateholders will be
considered to own interests in stripped bonds and
stripped coupons. See "Certain Federal Income Tax
Consequences." Certificateholders should consult
their own tax advisors as to the proper treatment
of original issue discount with respect to the
Receivables and the application of the stripped
bond rules.

ERISA Considerations...... Subject to the conditions described herein, the Class
A Certificates may be purchased by employee benefit
plans that are subject to the Employee Retirement
Income Security Act of 1974, as amended ("ERISA").
SINCE THE CLASS B CERTIFICATES WILL BE SUBORDINATED
TO THE CLASS A CERTIFICATES, EMPLOYEE BENEFIT PLANS
SUBJECT TO ERISA WILL NOT BE ELIGIBLE TO PURCHASE
CLASS B CERTIFICATES. Any benefit plan fiduciary
considering purchase of the Certificates should,
among other things, consult with its counsel in
determining whether all required conditions have
been satisfied. See "ERISA Considerations."
9
<PAGE> 11

FORMATION OF THE TRUST

The Seller will establish the Trust by selling and assigning the property
of the Trust to the Trustee in exchange for the Certificates. The Servicer will
service the Receivables pursuant to the Agreement and will be compensated for
acting as such. To facilitate servicing and to minimize administrative burden
and expense, the Servicer will be appointed custodian for the Receivables by the
Trustee, but will not stamp the Receivables to reflect the sale and assignment
of the Receivables to the Trust, amend the certificates of title of the Financed
Vehicles or execute any transfer instrument (including, among other instruments,
UCC-3 assignments) relating to any Financed Vehicles. Consequently, in some
states, in the absence of such amendments and actions, the Trustee will have
certain risks with respect to its security interests in the Financed Vehicles.
See "Certain Legal Aspects of the Receivables."

If the protection provided to (i) the Class A Certificateholders by the
subordination of the Class B Certificates and by the Reserve Fund and (ii) the
Class B Certificateholders by the Reserve Fund is insufficient, the Trust will
look only to payments made by or on behalf of the Obligors on or in respect of
the Receivables, the proceeds from the repossession and sale of Financed
Vehicles securing Defaulted Receivables and the proceeds of Dealer repurchase
obligations, if any, more fully described below under "Property of the Trust,"
to make distributions on the Certificates. In such event, certain factors, such
as the failure of the Trustee to possess first perfected security interests in
the Financed Vehicles, may limit the ability of the Trust to realize on the
collateral securing the Receivables or may limit the amount realized to less
than the amount owed by the related Obligors. Certificateholders may thus be
subject to delays in payment and may incur losses on their investment in the
Certificates as a result of defaults or delinquencies by Obligors and
depreciation in the value of the related Financed Vehicles. The rights of the
Class B Certificateholders to receive distributions of principal will be
subordinated to the rights of the Class A Certificateholders to receive
distributions of interest and principal to the extent described herein. See "The
Certificates -- Subordination of the Class B Certificates; Reserve Fund" and
"Certain Legal Aspects of the Receivables."

PROPERTY OF THE TRUST

Each Certificate will represent a fractional undivided interest in the
Trust. The property of the Trust will include a pool of simple interest retail
installment sale contracts, originated on or before August 31, 1997 in the case
of the Initial Receivables and on or before November 17, 1997 in the case of the
Subsequent Receivables, between Dealers in new and used recreational vehicles,
manufactured primarily by Fleetwood Enterprises, Inc. ("Fleetwood Enterprises"),
and retail purchasers of those vehicles (the "Obligors"), and certain monies due
thereunder on and after the Initial Cutoff Date or the related Subsequent Cutoff
Date, as the case may be, and amounts on deposit in the Pre-Funding Account. The
Initial Receivables were, and the Subsequent Receivables will be, originated by
Dealers and subsequently assigned to Fleetwood Credit. Such Receivables will be
serviced by Fleetwood Credit and evidence the indirect financing made available
by Fleetwood Credit to the Obligors. On or before the Closing Date, Fleetwood
Credit will sell the Initial Receivables to the Seller, which, in turn will sell
them to the Trust. It is anticipated that Subsequent Receivables will be
conveyed to the Trust on one or more Subsequent Transfer Dates during the
Funding Period.

Neither the Seller nor the Servicer may substitute any other retail
installment sale contract for any Receivable sold to the Trust during the term
of the Agreement. The assets of the Trust will also include: (i) such amounts as
from time to time may be held in the Certificate Account, an interest bearing
trust account to be established and maintained by the Servicer with the Trustee
pursuant to the Agreement; (ii) security interests in the Financed Vehicles and
any accessions thereto; (iii) the right to proceeds from physical damage, credit
life and disability insurance policies, if any, covering individual Financed
Vehicles or Obligors, as the case may be; (iv) the right to receive proceeds of
Dealer repurchase obligations, if any; (v) any Servicer Letter of Credit; (vi)
the rights of the Seller under the Receivables Purchase Agreement; and (vii) any
and all proceeds of the foregoing. The Reserve Fund will be maintained with the
Trustee for the benefit of the Certificateholders, but will not be property of
the Trust.

10
<PAGE> 12

The "Pool Balance" as of the first day of a Collection Period will
represent the aggregate principal balance of the Receivables at the end of the
immediately preceding Collection Period, after giving effect to all payments of
principal received from or on behalf of Obligors and all payments of principal
on Receivables to be repurchased remitted by the Seller or the Servicer, as the
case may be, all for such immediately preceding Collection Period. The Pool
Balance will be computed by allocating payments on or in respect of the
Receivables to principal and to interest using the simple interest method. The
"Original Pool Balance" will mean the Pool Balance as of the Cutoff Date.

The Pool Balance as of the Initial Cutoff Date will equal the Original Pool
Balance. The Pool Balance will be increased during the Funding Period by the
principal amount of Subsequent Receivables conveyed to the Trust as of the
related Subsequent Cutoff Dates. Any such additions of Subsequent Receivables
will be conditioned on the compliance with the procedures described in the
Receivables Purchase Agreement and the Agreement. The Seller expects that the
principal balances of the Subsequent Receivables to be added to the Trust will
require application of the entire Pre-Funded Amount by the November 17, 1997
Distribution Date; however, there can be no assurance that a sufficient amount
of Subsequent Receivables will be available for such purpose. If the Pre-Funded
Amount has not been reduced to zero by the end of the Funding Period, the
remaining portion thereof will be distributed to Certificateholders as a
prepayment of principal as described under "The Certificates -- The Pre-Funding
Account; Mandatory Prepayment of the Certificates."

Pursuant to agreements between Fleetwood Credit and the Dealers, each
Dealer is obligated after origination to repurchase from Fleetwood Credit
recreational vehicle receivables which do not meet certain representations and
warranties made by such Dealer. Such representations and warranties relate
primarily to the origination of the receivables and the perfection of the
security interests in the related financed vehicles, and do not typically relate
to the creditworthiness of the related obligors or the collectability of such
receivables. Although any Dealer agreements with respect to the Receivables will
not be assigned to the Trustee, the Agreement will require that any recovery by
Fleetwood Credit pursuant to Dealer repurchase obligations be deposited in the
Certificate Account in satisfaction of the Servicer's repurchase obligations
under the Agreement. It is expected that the assignments by the Dealers of
receivables to Fleetwood Credit will not generally provide for recourse to the
Dealer for unpaid amounts in the event of a default by an Obligor, other than in
connection with a breach of the Dealer's representations and warranties.

THE RECEIVABLES

The Receivables will have been purchased by Fleetwood Credit from Dealers
in the ordinary course of business. The Initial Receivables were, and the
Subsequent Receivables will be, selected from Fleetwood Credit's portfolio of
recreational vehicle retail installment sale contracts by several criteria,
including the following: (i) each Receivable was originated in the United States
of America; (ii) each Receivable has a fixed APR equal to or greater than 7.75%;
(iii) each Receivable provides for level monthly payments which provide interest
at the related APR and fully amortize the amount financed over an original term
of no greater than 180 months; (iv) each Receivable is not more than 30 days
past due as of the Initial Cutoff Date or the relevant Subsequent Cutoff Date,
as the case may be; and (v) in the case of Obligors in the military service
(including an Obligor who is a member of the National Guard or is in the
reserves) whose Receivable is subject to the Soldiers' and Sailors' Civil Relief
Act of 1940, as amended (the "Soldiers' and Sailors' Relief Act"), or the
California Military Reservist Relief Act of 1991 (the "Military Reservist Relief
Act"), each such Obligor (each, a "Relief Act Obligor") must not have made a
claim to Fleetwood Credit that (A) the amount of interest on the related
Receivable should be limited to 6% pursuant to the Soldiers' and Sailors' Relief
Act during the period of such Obligor's active duty status or (B) payments on
such Receivable should be delayed pursuant to the Military Reservist Relief Act.
Interest in respect of the Receivables will accrue on a simple interest method
(i.e., the interest portion of each monthly payment will equal the interest on
the outstanding principal balance of the related Receivable for the number of
days since the most recent payment made on such Receivable and the balance, if
any, of such monthly payment will be applied to principal). The Financed
Vehicles will consist of motor homes and travel trailers.

11
<PAGE> 13

As of the Initial Cutoff Date, approximately 67% of the Initial
Receivables, by Original Pool Balance, were secured by motor homes and
approximately 33% were secured by travel trailers. Approximately 76% of the
Initial Receivables, by Original Pool Balance, represented financing of new
recreational vehicles and approximately 24% represented financing of used
recreational vehicles. As of the Initial Cutoff Date, the average outstanding
principal balances of Initial Receivables secured by motor homes and travel
trailers were $46,896.20 and $12,597.29, respectively. A significant portion of
the Initial Receivables represent financing of recreational vehicles
manufactured by Fleetwood Enterprises. Except in the case of breach of
representations by the related Dealer, as described above under "Property of the
Trust," it is expected that none of the Receivables will provide for recourse to
the Dealer who originated the related Receivable. Based upon information
presented by Obligors in their Receivables applications, as of the Initial
Cutoff Date the Initial Receivables were originated in 48 states. Based on
Original Pool Balance, approximately 19% of the Initial Receivables were
originated in the State of California, approximately 10% were originated in the
State of Oregon, approximately 9% were originated in the State of Texas,
approximately 7% were originated in the State of Florida and approximately 5%
were originated in the State of Arizona. Each other state accounts for less than
5% of the Initial Receivables by Original Pool Balance. As of the Initial Cutoff
Date, less than 1.00% of the Original Pool Balance represented Paid-Ahead
Receivables.

COMPOSITION OF THE INITIAL RECEIVABLES

<TABLE>
<S> <C>
Aggregate Principal Balance as of the Initial Cutoff Date... $311,845,802.40
Number of Initial Receivables............................... 12,677
Average Principal Balance as of the Initial Cutoff Date..... $24,599.34
Aggregate Original Amount Financed.......................... $322,305,117.13
Range of Original Amounts Financed.......................... $2,000.00 to $305,974.00
Weighted Average APR(1)..................................... 9.69%
Range of APRs............................................... 7.75% to 15.95%
Weighted Average Original Term(1)........................... 154.53 months
Range of Original Terms..................................... 24 to 180 months
Weighted Average Remaining Term as of the Initial Cutoff
Date(1)................................................... 148.86 months
Range of Remaining Terms as of the Initial Cutoff Date...... 13 to 180 months
</TABLE>

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

(1) Weighted by unpaid principal balance as of the Initial Cutoff Date.

DISTRIBUTION OF THE INITIAL RECEIVABLES BY APR

<TABLE>
<CAPTION>
PERCENTAGE PERCENTAGE OF
NUMBER OF OF NUMBER INITIAL INITIAL CUTOFF
INITIAL OF INITIAL CUTOFF DATE DATE POOL
APR RANGE RECEIVABLES RECEIVABLES POOL BALANCE BALANCE
--------- ----------- ----------- ------------ --------------
<S> <C> <C> <C> <C>
7.75% to 7.99%.................... 11 0.09% $ 986,939.14 0.32%
8.00% to 8.99%.................... 1,558 12.29 83,457,216.54 26.76
9.00% to 9.99%.................... 5,302 41.82 149,453,035.76 47.93
10.00% to 10.99%.................. 3,823 30.16 59,397,846.29 19.05
11.00% to 11.99%.................. 1,423 11.23 14,746,066.74 4.73
12.00% to 12.99%.................. 470 3.71 3,322,621.58 1.07
13.00% to 13.99%.................. 75 0.59 389,853.23 0.13
14.00% to 14.99%.................. 13 0.10 81,295.62 0.03
15.00% to 15.99%.................. 2 0.02 10,927.50 *
------ ------ --------------- -------
Total................... 12,677 100.00%(1) $311,845,802.40 100.00%(1)
====== ====== =============== =======
</TABLE>

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

* Less than 0.01%.

(1) Percentages may not add to 100% due to rounding.

MATURITY AND PREPAYMENT CONSIDERATIONS

All of the Receivables are prepayable at any time without any penalty. If
prepayments are received on the Receivables, the actual weighted average life of
the Receivables can be shorter than the scheduled weighted average life, which
is based on the assumption that payments will be made as scheduled and that no

12
<PAGE> 14

prepayments will be made. For this purpose the term "prepayments" includes,
among other items, voluntary prepayments by Obligors, regular installment
payments made in advance of their scheduled due dates, liquidations due to
default, proceeds from physical damage, credit life and credit disability
insurance policies and repurchases by the Seller or a Dealer or a purchase by
the Servicer, as the case may be, of certain Receivables as described herein.
"Weighted average life" means the average amount of time during which each
dollar of principal on a Receivable is outstanding. The rate of prepayments on
the Receivables may be influenced by a variety of economic, social and other
factors, including the fact that an Obligor may not sell or transfer a Financed
Vehicle without the consent of the Servicer. Any reinvestment risk resulting
from the rate of prepayment of the Receivables and the distribution of such
prepayments to Certificateholders will be borne entirely by the
Certificateholders. In addition, the weighted average life of the Certificates
may be affected by any Mandatory Prepayment under the circumstances described
under "The Certificates -- The Pre-Funding Account; Mandatory Prepayment of the
Certificates" and in addition, early retirement of the Certificates may be
effected by the exercise of the option of the Seller or the Servicer, or any
successor to the Servicer, to purchase all of the Receivables remaining in the
Trust when the Pool Balance is 10% or less of the sum of the Original Pool
Balance and the aggregate principal balance of all Subsequent Receivables
conveyed to the Trust as of the related Subsequent Cutoff Dates or, if no such
entity exercises such option, the solicitation of bids for, and the sale of, the
Receivables by the Trustee. See "The Certificates -- Termination."

No prediction can be made as to the rate of prepayments on the Receivables
in either stable or changing interest rate environments. Fleetwood Credit is not
aware of any publicly available industry statistics that set forth principal
prepayment experience for recreational vehicle retail installment sale contracts
similar to the Receivables over an extended period of time, and its experience
with respect to recreational vehicle receivables included in its portfolio is
insufficient to draw any specific conclusions with respect to the expected
prepayment rates on the Receivables.

DELINQUENCIES, REPOSSESSIONS AND NET LOSSES

Set forth below is certain information concerning Fleetwood Credit's
experience with respect to its portfolio of recreational vehicle receivables
similar to the Receivables.

There is no assurance that Fleetwood Credit's delinquency, credit loss and
repossession experience with respect to recreational vehicle receivables in the
future, or the experience of the Trust with respect to the Receivables, will be
similar to that set forth below. Losses and delinquencies are affected by, among
other things, general and regional economic conditions and the supply of and
demand for recreational vehicles.

DELINQUENCY EXPERIENCE

<TABLE>
<CAPTION>
AT DECEMBER 31,
AT JULY 31, ------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992
-------------- ------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Portfolio Outstanding at End of
Period(1)(2)..................... $1,136,656,106 $949,664,166 $760,702,992 $661,517,831 $532,764,234 $479,714,355
Delinquencies at End of
Period(1)(3)
30-59 Days....................... $ 2,547,570 $ 3,160,686 $ 2,494,548 $ 1,520,815 $ 1,515,090 $ 1,791,830
60-89 Days....................... 362,077 342,035 419,116 141,132 193,591 202,035
90 Days or More.................. 194,965 33,902 169,736 81,964 324,765 146,067
-------------- ------------ ------------ ------------ ------------ ------------
Total Delinquencies................ $ 3,104,612 $ 3,536,623 $ 3,083,400 $ 1,743,911 $ 2,033,446 $ 2,139,932
============== ============ ============ ============ ============ ============
Total Delinquencies as a Percentage
of Portfolio Outstanding at End
of Period........................ 0.27% 0.37% 0.41% 0.26% 0.38% 0.45%
</TABLE>

- ---------------
(1) Includes recreational vehicle receivables that have been sold but are still
being serviced by the Servicer.
(2) The sum of all principal amounts outstanding under the recreational vehicle
receivables.
(3) The period of delinquency is based on the number of days payments are
contractually past due.

13
<PAGE> 15

CREDIT LOSS AND REPOSSESSION EXPERIENCE

<TABLE>
<CAPTION>
SEVEN MONTHS YEAR ENDED DECEMBER 31,
ENDED JULY 31, ------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992
-------------- ------------ ------------ ------------ ------------ ------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Average Portfolio
Outstanding(1)(2)(3)............ $1,042,381,785 $853,227,748 $720,418,169 $596,920,867 $512,484,430 $463,406,402
Average Number of Receivables
Outstanding(3).................. 43,710 36,665 30,367 25,455 22,724 20,589
Repossessions as a Percentage of
Average Number of Receivables
Outstanding..................... 0.77%(4) 0.66% 0.56% 0.50% 0.71% 0.67%
Net Losses(1)..................... $ 1,894,291 $ 2,210,186 $ 1,800,947 $ 1,255,618 $ 1,738,647 $ 1,495,961
Net Losses as a Percentage of
Average Portfolio Outstanding... 0.31%(4) 0.26% 0.25% 0.21% 0.34% 0.32%
</TABLE>

- ---------------
(1) Includes recreational vehicle receivables that have been sold but are still
being serviced by the Servicer.
(2) The sum of all principal amounts outstanding under the recreational vehicle
receivables.
(3) Amounts represent the average of month-end figures for each month in the
periods indicated.

(4) Annualized.

PAID-AHEAD RECEIVABLES

If an Obligor, in addition to making a regularly scheduled monthly payment,
makes one or more additional monthly payments in any Collection Period (for
example, because the Obligor intends to be on vacation the following month),
such additional payments will be treated as a prepayment of principal and
applied to reduce the principal balance of the related Receivable in such
Collection Period. Unless otherwise requested by the Obligor, the Obligor will
not be required to make any scheduled monthly payment in respect of such
Receivable (a "Paid-Ahead Receivable") for the number of months corresponding to
the number of such additional scheduled monthly payments that were made (the
"Paid-Ahead Period"). During the Paid-Ahead Period, interest will continue to
accrue on the principal balance of the related Receivable, as reduced by the
application of such additional scheduled monthly payments made in the Collection
Period in which such Receivable became a Paid-Ahead Receivable. A Paid-Ahead
Receivable will not be considered delinquent during the related Paid-Ahead
Period. An interest shortfall with respect to each Paid-Ahead Receivable will
exist during each Collection Period during the Paid-Ahead Period and the
Servicer may be required to make an Advance in respect of such shortfall, as
described under "The Certificates -- Certain Payments by the Servicer."
Notwithstanding the foregoing, no Advances will be made in respect of principal
in respect of a Paid-Ahead Receivable.

Because interest in respect of the Receivables will accrue on the simple
interest method, scheduled monthly payments on a Paid-Ahead Receivable paid by
an Obligor following the end of the Paid-Ahead Period may be insufficient to
cover the interest that has accrued since the last payment was made prior to the
Paid-Ahead Period. Notwithstanding such insufficiency, the related Receivable
will be considered current. This situation will continue until sufficient
payments have been made to cover all accrued interest on such Paid-Ahead
Receivable since the beginning of the Paid-Ahead Period and the principal
balance of such Receivable is once again being amortized. Depending on the
principal balance and APR of the related Paid-Ahead Receivables, and on the
number of payments that were paid-ahead, there may be extended periods of time
during which Paid-Ahead Receivables that are current are not amortizing. During
such periods, no distributions in respect of principal will be made to
Certificateholders with respect to such Receivables.

Paid-Ahead Receivables will affect the weighted average lives of the
Certificates. The distribution of the paid-ahead amount on the Distribution Date
following the Collection Period in which such amount was received will generally
shorten the weighted average lives of the Certificates. However, depending on
the length of time during which a Paid-Ahead Receivable is not amortized as
described above, the weighted average lives of the Certificates may be extended.
In addition, to the extent the Servicer makes Advances with respect to a
Paid-Ahead Receivable which subsequently goes into default, because liquidation
proceeds with respect to such Receivable will be applied first to reimburse the
Servicer for such Advances, the loss with respect to such Receivable may be
larger than would have been the case had such Advances not been made.

14
<PAGE> 16

As of the Initial Cutoff Date, based on the Original Pool Balance, less
than 1.00% of the Initial Receivables were Paid-Ahead Receivables. Fleetwood
Credit's portfolio of recreational vehicle installment sale receivables has
historically included receivables which have been paid-ahead by one or more
scheduled monthly payments. There can be no assurance as to the number of
Receivables which may become Paid-Ahead Receivables or the number or the
principal amount of the scheduled payments which may be paid-ahead.

RECREATIONAL VEHICLES

Motor homes are recreational camping and travel vehicles built on or as an
integral part of a self-propelled motor vehicle chassis. A motor home may
provide kitchen, sleeping and bathroom facilities, is equipped with the ability
to store and carry fresh water and sewage and may be one of the following types:

Motor Home: The living unit has been entirely constructed on a bare,
specially designed motor vehicle chassis.

Van Camper: A panel-type truck to which the manufacturer adds any two
of the following conveniences: sleeping, kitchen and toilet facilities. The
manufacturer also adds 110-volt hookup, fresh water storage, city water
hookup and top extension to provide more headroom.

Mini Motor Home: This unit is built on an automotive manufactured van
frame with an attached cab section having a gross vehicle weight rating of
6,500 pounds or more, with an overall height of less than eight feet. The
manufacturer completes the body section containing the living area and
attaches it to the cab section.

Compact Motor Home: This unit is built on an automotive manufactured
cab and chassis having a gross vehicle weight rating of less than 6,500
pounds. It may provide any or all of the conveniences of the larger units.

Travel trailers are trailers designed to be towed by a motorized vehicle
(e.g., automobile, van or pickup truck) and are of such size and weight as not
to require a special highway movement permit. A travel trailer is designed to
provide temporary living quarters for recreational, camping or travel use, does
not require permanent on-site hookup and can be one of the following types:

Conventional Travel Trailer: This unit ranges typically from 12 feet
to 35 feet in length, and is towed by means of a bumper or frame hitch
attached to the towing vehicle.

Park Trailer: These are designed for seasonal or temporary living.
When set up, the unit may be connected to utilities necessary for operation
of installed fixtures and appliances. The unit is built on a single chassis
mounted on wheels. Park trailers are no more than 40 feet in overall body
length and no more than 12 feet in overall body width when in the traveling
mode. The unit is designed for set-up by persons without special skills
using only hand tools which may include lifting, pulling or supporting
devices.

Fifth-Wheel Travel Trailer: This unit can be equipped the same as the
conventional travel trailer, but is constructed with a raised forward
section that allows a bi-level floor plan. This style is designed to be
towed by a vehicle equipped with a device known as a fifth-wheel hitch.

Folding Camping Trailer: This is a vehicular portable unit mounted on
wheels and constructed with collapsible partial sidewalls which fold for
towing by another vehicle and unfold at the campsite to provide temporary
living quarters for recreational, camping or travel use.

Slide-In Camper: This is a portable unit designed to be loaded onto
and unloaded from the bed of a pickup truck, constructed to provide
temporary living quarters for recreational travel or camping use.

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YIELD CONSIDERATIONS

Interest on the Receivables will be passed through to Certificateholders on
each Distribution Date to the extent of the Class A Pass-Through Rate and the
Class B Pass-Through Rate applied to the Class A Certificate Balance and the
Class B Certificate Balance, respectively, as of the immediately preceding
Distribution Date (after giving effect to distributions of principal to be made
on such immediately preceding Distribution Date) or, in the case of the first
Distribution Date, the Original Class A Certificate Balance or the Original
Class B Certificate Balance, as the case may be. In the case of each payment of
principal on a Receivable, Certificateholders will receive interest for the full
month, in part from the Non-Reimbursable Payment by the Servicer. See "The
Certificates -- Certain Payments by the Servicer."

Although the Receivables have different APRs, each Initial Receivable has,
and it is anticipated that each Subsequent Receivable will have, an APR that
exceeds the sum of the Class B Pass-Through Rate and the Servicing Fee Rate.
Therefore, disproportionate rates of prepayments between Receivables with higher
and lower APRs should not affect the yield to Certificateholders on the
principal balance of the outstanding Certificates of each Class.

The Class B Certificates will provide limited protection to the Class A
Certificates against losses on the Receivables. Accordingly, the yield on the
Class B Certificates will be extremely sensitive to the loss experience of the
Receivables and the timing of any such losses. If the actual rate and amount of
losses experienced by the Receivables exceed the rate and amount of such losses
assumed by an investor, the yield to maturity on the Class B Certificates may be
lower than anticipated.

POOL FACTORS AND TRADING INFORMATION

The "Class A Pool Factor" and the "Class B Pool Factor" will be seven-digit
decimal numbers which the Servicer will compute each month indicating the Class
A Certificate Balance and the Class B Certificate Balance at the end of the
related Collection Period as a fraction of the Original Class A Certificate
Balance or Original Class B Certificate Balance, as the case may be. Neither the
Class A Pool Factor nor the Class B Pool Factor will change as a result of the
conveyance of Subsequent Receivables to the Trust. Each Pool Factor will be
1.0000000 as of the Cutoff Date and will thereafter decline to reflect
reductions in the Class A Certificate Balance or the Class B Certificate
Balance, as the case may be. The portion of the Class A Certificate Balance or
the Class B Certificate Balance for a given month allocable to a Class A
Certificateholder or a Class B Certificateholder, as the case may be, can be
determined by multiplying the original denomination of the holder's Certificate
by the related Pool Factor at the time of determination.

Pursuant to the Agreement, the Certificateholders will receive monthly
reports concerning the payments received on the Receivables, the Pool Balance,
the Class A Pool Factor and the Class B Pool Factor and various other items of
information pertaining to the Trust. Certificateholders during each calendar
year will be furnished information for tax reporting purposes not later than the
latest date permitted by law. See "The Certificates -- Statements to
Certificateholders."

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USE OF PROCEEDS

The net proceeds to be received by the Seller from the sale of the
Certificates will be applied to the purchase of the Initial Receivables from
Fleetwood Credit pursuant to the Receivables Purchase Agreement and to the
funding of the Pre-Funding Account with the Pre-Funded Amount, which monies will
be applied to purchase Subsequent Receivables pursuant to the Agreement and
related Transfer Agreements.

THE SELLER

Fleetwood Credit Receivables Corp. was incorporated in the State of
California on January 15, 1991 as a wholly owned, limited purpose subsidiary of
Fleetwood Credit. The principal executive offices of the Seller are located at
22840 Savi Ranch Parkway, Yorba Linda, California 92687. Its telephone number is
(714) 921-3400.

The Seller was organized principally for the purpose of purchasing
recreational vehicle retail installment sale contracts from Fleetwood Credit and
transferring such retail installment sale contracts to third parties in
connection with its activities as a limited purpose subsidiary of Fleetwood
Credit. The Seller's Articles of Incorporation limit the activities of the
Seller to the above purposes and to any activities incidental thereto.

THE SERVICER

GENERAL

Fleetwood Credit was incorporated in the State of California on December
31, 1985, and is a wholly owned subsidiary of Associates First Capital
Corporation, which acquired Fleetwood Credit from Fleetwood Enterprises, Inc.,
in May 1996. Fleetwood Credit's principal activities are the financing of the
acquisition by Dealers for resale of various new recreational vehicles, a
significant portion of which to date have been manufactured by Fleetwood
Enterprises, and used recreational vehicles acquired in the ordinary course of
business and the acquisition from such Dealers of installment obligations with
respect to the sale of such recreational vehicles.

The principal executive offices of Fleetwood Credit are located at 22840
Savi Ranch Parkway, Yorba Linda, California 92687. Its telephone number is (714)
921-3400.

ORIGINATION AND SERVICING

Fleetwood Credit purchases retail installment sale contracts secured by new
and used recreational vehicles from Dealers located throughout the United
States. In keeping with the practice of Fleetwood Credit, the Initial
Receivables were, and the Subsequent Receivables will be, originated by Dealers
in accordance with Fleetwood Credit's requirements under agreements with such
Dealers. The Initial Receivables were, and the Subsequent Receivables will be,
purchased in accordance with Fleetwood Credit's underwriting standards, which
emphasize the prospective purchaser's ability to pay and creditworthiness, as
well as the asset value of the recreational vehicle to be financed. Fleetwood
Credit's standards also require physical damage insurance to be maintained on
each Financed Vehicle.

THE CERTIFICATES

The Certificates will be issued pursuant to the Agreement. Copies of the
Agreement (without exhibits) may be obtained by Certificateholders upon request
in writing to the Trustee at its Corporate Trust Office. Citations to certain
relevant sections of the Agreement appear below in parentheses. The following
summary does not purport to be complete and is subject to and qualified in its
entirety by reference to the Agreement.

GENERAL

The Certificates will evidence fractional undivided interests in the Trust
created pursuant to the Agreement and will not represent interests in or
obligations of the Seller, Fleetwood Credit, Associates First Capital
Corporation, the Trustee or any of their respective affiliates. The Class A
Certificates will evidence in

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<PAGE> 19

the aggregate an undivided ownership interest of 96.5% of the Trust and the
Class B Certificates will evidence in the aggregate an undivided ownership
interest of 3.5% of the Trust.

In general, it is intended that Class A Certificateholders and Class B
Certificateholders receive, on each Distribution Date, the Class A Percentage
and Class B Percentage, respectively, of all payments allocated to principal on
or in respect of the Receivables collected by the Servicer during the related
Collection Period plus one month's interest at the Class A Pass-Through Rate on
the Class A Certificate Balance or the Class B Pass-Through Rate on the Class B
Certificate Balance, as the case may be, in each case as of the immediately
preceding Distribution Date (after giving effect to distributions of principal
to be made on such immediately preceding Distribution Date) or, in the case of
the first Distribution Date, interest in an amount equal to (i) the product of
(a) the Class A Pass-Through Rate or Class B Pass-Through Rate, as the case may
be, (b) the Original Class A Certificate Balance or Original Class B Certificate
Balance, as the case may be, and (c) the number of days from and including the
Closing Date to but excluding such Distribution Date, (ii) divided by 360.
Interest to Certificateholders may be provided by payments made by or on behalf
of Obligors on or in respect of the Receivables, payments from amounts on
deposit in the Reserve Fund and Advances and Non-Reimbursable Payments made by
the Servicer. (Sections 14.04, 14.05 and 14.08) See "Distributions on the
Certificates." A prepayment of a Receivable may be made by or on behalf of the
related Obligor, by application of certain insurance proceeds, as a result of a
repurchase made by the Seller or a Dealer or a purchase by the Servicer, as the
case may be, or as a result of the repossession and sale of the related Financed
Vehicle or other enforcement measure taken with respect to a Defaulted
Receivable. See "-- Sale and Assignment of the Receivables" and "-- Servicing
Procedures."

The Certificates will be offered for purchase in denominations of $1,000
and integral multiples thereof in book-entry form. Each Class of Certificates
will initially be represented by one or more certificates registered in the name
of Cede, the nominee of DTC. No beneficial owner of a Class A Certificate (a
"Class A Certificate Owner"), or a Class B Certificate (a "Class B Certificate
Owner" and, together with the Class A Certificate Owners, the "Certificate
Owners"), will be entitled to receive a certificate representing such owner's
interest, except as set forth below. Unless and until Certificates of a Class
are issued in fully registered certificated form ("Definitive Certificates")
under certain limited circumstances described below, all references herein to
distributions, notices, reports and statements to the related Certificateholders
will refer to the same actions made with respect to DTC or Cede, as the case may
be, for the benefit of Certificate Owners in accordance with DTC procedures.
(Section 16.09) See "Book-Entry Registration" and "Definitive Certificates."

BOOK-ENTRY REGISTRATION

DTC will act as securities depository for the Class A Certificates and the
Class B Certificates. Each Class of Certificates initially will be represented
by one or more certificates registered in the name of Cede, the nominee of DTC.
As such, it is anticipated that the only "Certificateholder" will be Cede, as
nominee of DTC. Certificate Owners will not be recognized by the Trustee as
"Certificateholders," as such term will be used in the Agreement, and
Certificate Owners will only be permitted to exercise the rights of holders of
Certificates of the related Class indirectly through DTC and its Participants,
as further described below.

DTC has advised the Seller that it is a limited-purpose trust company
organized under the laws of the State of New York, a "banking organization"
within the meaning of the New York Banking Law, a member of the Federal Reserve
System, a "clearing corporation" within the meaning of the Uniform Commercial
Code (the "UCC") in effect in the State of New York and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934, as amended. DTC was created to hold securities for its
participating members ("Participants") and to facilitate the clearance and
settlement of securities transactions between Participants through electronic
book-entry changes in accounts of its Participants, thereby eliminating the need
for physical movement of certificates. Participants include securities brokers
and dealers (including the Underwriters), banks, trust companies and clearing
corporations. Indirect access to the DTC system also is available to banks,
brokers, dealers and trust companies that clear through or maintain a custodial
relationship with a Participant, either directly or indirectly (the "Indirect
Participants"). The rules applicable to DTC and its Participants are on file
with the Commission.

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<PAGE> 20

Certificate Owners that are not Participants or Indirect Participants but
that desire to purchase, sell or otherwise transfer ownership of, or an interest
in, Class A Certificates or Class B Certificates, as the case may be, may do so
only through Participants and Indirect Participants. Participants will receive a
credit for the Certificates on DTC's records. The ownership interest of each
Certificate Owner will in turn be recorded on the Participants' and Indirect
Participants' respective records. Certificate Owners will not receive written
confirmation from DTC of their purchase, but Certificate Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Participant or Indirect
Participant through which the Certificate Owner entered into the transaction.
Transfers of ownership interests in the Certificates of a Class will be
accomplished by entries made on the books of Participants acting on behalf of
Certificate Owners.

To facilitate subsequent transfers, all Certificates deposited by
Participants with DTC will be registered in the name of Cede, the nominee of
DTC. The deposit of Certificates with DTC and their registration in the name of
Cede will effect no change in beneficial ownership. DTC will have no knowledge
of the actual Certificate Owners and its records will reflect only the identity
of the Participants to whose accounts such Certificates are credited, which may
or may not be the Certificate Owners. Participants and Indirect Participants
will remain responsible for keeping account of their holdings on behalf of their
customers.

Conveyance of notices and other communications by DTC to Participants, by
Participants to Indirect Participants and by Participants and Indirect
Participants to Certificate Owners will be governed by arrangements among them,
subject to any statutory or regulatory requirements as may be in effect from
time to time.

DTC's practice is to credit Participants' accounts on each Distribution
Date in accordance with their respective holdings shown on its records unless
DTC has reason to believe that it will not receive payment on such Distribution
Date. Payments by Participants and Indirect Participants to Certificate Owners
will be governed by standing instructions and customary practices, as is the
case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participants
and not of DTC, the Trustee (or any Paying Agent), the Seller or the Servicer,
subject to any statutory or regulatory requirements as may be in effect from
time to time. Payment of principal of and interest on each Class of Certificates
to DTC will be the responsibility of the Trustee (or any Paying Agent),
disbursement of such payments to Participants will be the responsibility of DTC
and disbursement of such payments to the related Certificate Owners will be the
responsibility of Participants and Indirect Participants. As a result, under the
book-entry format, Certificate Owners may experience some delay in their receipt
of payments. DTC will forward such payments to its Participants which thereafter
will forward them to Indirect Participants or Certificate Owners.

Because DTC can only act on behalf of Participants, who in turn act on
behalf of Indirect Participants and certain banks, the ability of a Certificate
Owner to pledge Certificates to persons or entities that do not participate in
the DTC system, or otherwise take actions with respect to such Certificates, may
be limited due to the lack of a physical certificate for such Certificates.

Neither DTC nor Cede will consent or vote with respect to the Certificates.
Under its usual procedures, DTC will mail an "Omnibus Proxy" to the Trustee as
soon as possible after any applicable record date for such a consent or vote.
The Omnibus Proxy will assign Cede's consenting or voting rights to those
Participants to whose accounts the related Certificates are credited on that
record date (which record date will be identified in a listing attached to the
Omnibus Proxy).

Neither the Seller, the Servicer nor the Trustee (or any Paying Agent) will
have any liability for any aspect of the records relating to or payments made on
account of beneficial ownership interests of the Certificates held by Cede, as
nominee for DTC, or for maintaining, supervising or reviewing any records
relating to such beneficial ownership interests.

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DEFINITIVE CERTIFICATES

Definitive Certificates will be issued to Certificate Owners rather than to
DTC, only if (i) DTC is no longer willing or able to discharge its
responsibilities as depository with respect to the Certificates, and neither the
Trustee nor the Seller is able to locate a qualified successor, (ii) the Seller,
at its option, elects to terminate the book-entry system through DTC or (iii)
after an Event of Default, Certificate Owners representing in the aggregate not
less than 51% of the voting interests of either Class of Certificates advise the
Trustee through DTC and its Participants in writing that the continuation of a
book-entry system for such Class of Certificates through DTC or its successor is
no longer in the best interests of the related Certificate Owners. (Section
16.11)

Upon the occurrence of any of the events described in the immediately
preceding paragraph, the Trustee will be required to notify all Certificate
Owners, through Participants, of the availability of Definitive Certificates.
Upon surrender by DTC of the certificates representing all Certificates of
either Class and the receipt of instructions for re-registration, the Trustee
will issue Definitive Certificates to the related Certificate Owners.

Distributions on the related Certificates will thereafter be made by the
Trustee directly to holders of the related Definitive Certificates in accordance
with the procedures set forth herein and to be set forth in the Agreement.
Interest payments and any principal payments on the related Certificates on each
Distribution Date will be made to holders in whose names the Definitive
Certificates were registered at the close of business on the Record Date with
respect to such Distribution Date. Distributions will be made by check mailed to
the address of such holders as they appear on the Certificate Register. The
final payment on any Certificates (whether Definitive Certificates or
certificates registered in the name of Cede representing the Certificates),
however, will be made only upon presentation and surrender of such Certificates
or certificates at the office or agency specified in the notice of final
distribution to Certificateholders. The Trustee or Paying Agent will provide
such notice to registered Certificateholders not later than the twenty-fifth day
of the month preceding the month in which such final distribution is expected to
occur.

Definitive Certificates will be transferable and exchangeable at the
offices of the Trustee or the Certificate Registrar set forth in the Agreement.
No service charge will be imposed for any registration of transfer or exchange,
but the Trustee may require payment of a sum sufficient to cover any tax or
other governmental charge imposed in connection therewith. (Section 16.03)

SALE AND ASSIGNMENT OF THE RECEIVABLES

The Initial Receivables. On or prior to the Closing Date, pursuant to the
Receivables Purchase Agreement, Fleetwood Credit will sell and assign to the
Seller, without recourse, its entire interest in and to the Initial Receivables,
including its security interests in the Initial Financed Vehicles. At the time
of initial issuance of the Certificates, the Seller will sell and assign to the
Trustee, on behalf of the Trust without recourse, all of its right, title and
interest in and to the Initial Receivables, including its security interests in
the Initial Financed Vehicles. Each Initial Receivable will be identified in a
schedule appearing as an exhibit to each of the Receivables Purchase Agreement
and the Agreement (the "Schedule of Receivables"). The Trustee will,
concurrently with the sale and assignment of the Initial Receivables to it
pursuant to the Agreement, execute, authenticate and deliver the Certificates to
the Seller in exchange for the Initial Receivables. (Section 16.02) The Seller
will sell the Certificates to the Underwriters. The net proceeds received by the
Seller from the sale of the Certificates will be applied to the purchase of the
Initial Receivables and to the deposit of the Pre-Funded Amount in the
Pre-Funding Account.

The Subsequent Receivables. During the Funding Period, pursuant to the
Receivables Purchase Agreement, Fleetwood Credit will be obligated to sell and
the Seller will be obligated to purchase, Subsequent Receivables having an
aggregate principal balance as of the related Subsequent Cutoff Dates not to
exceed $38,154,197.60. On each Subsequent Transfer Date, Fleetwood Credit will
sell and assign to the Seller, without recourse, its entire right, title and
interest in and to the Subsequent Receivables, including its interest in
Fleetwood Credit's security interests in the Subsequent Financed Vehicles. Each
Subsequent Receivable will be identified in a supplement to the Schedule of
Receivables to be attached as a schedule to the related Transfer Agreement. The
purchase price to be paid to Fleetwood Credit for each Subsequent Receivable
will

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equal the principal amount thereof as of the related Subsequent Cutoff Date.
Pursuant to the Agreement and the related Transfer Agreement, the Seller will in
turn sell the Subsequent Receivables to the Trust. In connection with each
purchase of Subsequent Receivables, the Trust will be required to pay to the
Seller an amount equal to the amount paid by the Seller to Fleetwood Credit for
such Subsequent Receivables, which purchase price will be paid from monies on
deposit in the Pre-Funding Account. Upon the conveyance of Subsequent
Receivables to the Trust on a Subsequent Transfer Date, the Pool Balance will
increase in an amount equal to the aggregate principal balance of such
Subsequent Receivables as of the related Subsequent Cutoff Date.

Each conveyance of Subsequent Receivables will be subject to the following
conditions, among others: (i) such Subsequent Receivables must satisfy the
eligibility criteria described under "Representations and Warranties"; (ii) such
Subsequent Receivables were not selected by either Fleetwood Credit or the
Seller in a manner that it believes is adverse to the interests of the
Certificateholders; (iii) the weighted average APR of the Receivables (including
the related Subsequent Receivables) is not less than 9.65%; (iv) the weighted
average remaining term of the Receivables (including the Subsequent Receivables)
as of the related Subsequent Transfer Date is not greater than 160 months; (v)
the Seller and the Trustee shall not have been advised by either Rating Agency
that the conveyance of such Subsequent Receivables will result in a
qualification, modification or withdrawal of its then current rating of either
the Class A Certificates or the Class B Certificates; and (vi) the Trustee shall
have received certain opinions of counsel as to, among other things, the
enforceability and validity of the Transfer Agreement relating to such
conveyance of Subsequent Receivables.

Because the Subsequent Receivables may be originated after the Initial
Receivables, following their conveyance to the Trust, the characteristics of the
Receivables, including the Subsequent Receivables, may vary from those of the
Initial Receivables.

Representations and Warranties. In the Receivables Purchase Agreement,
Fleetwood Credit will represent and warrant to the Seller, and in the Agreement
and the Transfer Agreements, the Seller will represent and warrant to the
Trustee, among other things, that, on the Closing Date with respect to the
Initial Receivables and the Initial Financed Vehicles and on each Subsequent
Transfer Date with respect to the related Subsequent Receivables and Subsequent
Financed Vehicles; (i) the information set forth in the Schedule of Receivables
is correct in all material respects; (ii) the Obligor on each Receivable is
required to maintain physical damage insurance covering the related Financed
Vehicle in accordance with Fleetwood Credit's normal requirements; (iii) to the
knowledge of Fleetwood Credit or the Seller, as the case may be, on the Closing
Date or the related Subsequent Transfer Date, as the case may be, the related
Receivables are free and clear of all security interests, liens, charges and
encumbrances (other than those in favor of Fleetwood Credit or the Seller) and
no offsets, defenses or counterclaims against Fleetwood Credit or the Seller, as
the case may be, have been asserted or threatened; (iv) on the Closing Date or
the related Subsequent Transfer Date, each of the Initial Receivables or
Subsequent Receivables, as the case may be, is secured by a first perfected
security interest in the related Financed Vehicle in favor of Fleetwood Credit;
(v) each Receivable, at the time it was originated, complied and, on the Closing
Date or the related Subsequent Transfer Date, as the case may be, complies, in
all material respects with applicable federal and state laws, including, without
limitation, consumer credit, truth in lending, equal credit opportunity and
disclosure laws; and (vi) the related Obligor has not been identified by
Fleetwood Credit as being a Relief Act Obligor.

Repurchase of Certain Receivables by the Seller. As of the second (or, if
the Seller elects, the first) Record Date following the discovery by or notice
to the Seller of a breach of any such representation or warranty that materially
and adversely affects the interests of the Certificateholders in a Receivable,
the Seller, unless it cures the breach, will repurchase such Receivable from the
Trustee and, pursuant to the Receivables Purchase Agreement, Fleetwood Credit
will purchase such Receivable from the Seller, at a price equal to the unpaid
principal balance owed by the Obligor plus interest thereon at a rate equal to
the sum of (i) the weighted average of the Class A Pass-Through Rate and the
Class B Pass-Through Rate as of the Closing Date and (ii) the Servicing Fee Rate
to the last day of the month of repurchase (the "Repurchase Amount"). This
repurchase obligation will constitute the sole remedy available to the
Certificateholders or the Trustee for any such uncured breach. The obligation of
the Seller to repurchase a Receivable will not be

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conditioned on performance by Fleetwood Credit of its obligation to purchase
such Receivable from the Seller pursuant to the Receivables Purchase Agreement.
(Section 12.02)

SERVICING PROCEDURES

To assure uniform quality in servicing the Receivables and the Servicer's
own portfolio of recreational vehicle receivables and to reduce administrative
costs, the Trustee will appoint the Servicer as custodian of the Receivables.
(Section 12.04) The Receivables will not be physically segregated from other
recreational vehicle retail installment sale contracts of the Servicer, or those
which the Servicer services for others, to reflect the transfer to the Trust.
The Servicer's accounting records and computer systems will reflect the sale and
assignment of the Receivables to the Trust, and UCC financing statements
reflecting such sale and assignment will be filed. See "Certain Legal Aspects of
the Receivables -- General."

The Servicer will make reasonable efforts to collect all payments due with
respect to the Receivables and, in a manner consistent with the Agreement, will
continue such collection procedures as it follows with respect to comparable
recreational vehicle retail installment sale contracts it services for itself
and others. (Section 13.02) See "Certain Legal Aspects of the Receivables."
Consistent with its normal procedures, the Servicer may, in its discretion,
arrange with an Obligor to extend or modify the payment schedule on a
Receivable. Notwithstanding the foregoing, the Servicer may not extend the
stated maturity of a Receivable beyond the scheduled maturity of the Receivable
having the latest stated maturity. Such arrangements may result in the Servicer
being required to purchase the related Receivable for the Repurchase Amount,
while others may require the Servicer to make an Advance in respect of such
Receivable, without any reimbursement therefor. (Sections 13.07 and 14.04) The
Servicer will follow such normal collection practices and procedures as it deems
necessary or advisable to realize upon any Receivable with respect to which it
determines that eventual payment in full is unlikely. The Servicer may sell the
related Financed Vehicle securing such Receivable at a public or private sale,
or take any other action permitted by applicable law. (Section 13.03)

COLLECTIONS

The Servicer will deposit all payments on or in respect of the Receivables
received from or on behalf of Obligors and all proceeds of Receivables collected
during each Collection Period into the Certificate Account not later than two
Business Days after receipt. Notwithstanding the foregoing, so long as no Event
of Default has occurred and is continuing, the Servicer may remit such deposits
and collections in respect of a Collection Period to the Certificate Account on
a monthly basis not later than the Business Day immediately preceding the
related Distribution Date; provided that either (i) the Servicer's short-term
unsecured debt obligations are rated at least equal to Prime-1 by Moody's and
A-1 by Standard & Poor's (the "Required Servicer Ratings") or (ii) the Servicer
obtains a letter of credit, surety bond or insurance policy (the "Servicer
Letter of Credit") as will be provided in the Agreement under which demands for
payment will be made to secure timely remittance of monthly collections to the
Certificate Account and the Trustee is provided with a letter from each Rating
Agency to the effect that the utilization of such alternative remittance
schedule will not result in a Ratings Effect. As of the date of this Prospectus,
the Servicer will be permitted to remit to the Certificate Account all
collections received on or in respect of the Receivables on a monthly basis by
virtue of clause (i) above. In the event that the Servicer is permitted to make
remittances of collections to the Certificate Account on a monthly basis
pursuant to satisfaction of clause (ii) above, the Agreement will be modified,
to the extent necessary, without the consent of any Certificateholder. (Sections
14.02 and 22.01) Pending deposit into the Certificate Account, collections may
be invested by the Servicer at its own risk and for its own benefit and will not
be segregated from its own funds. The Seller or the Servicer, as the case may
be, will remit the aggregate Repurchase Amount of any Receivables to be
repurchased from the Trust into the Certificate Account on or before the
Business Day immediately preceding the related Distribution Date.

The Certificate Account shall be maintained (i) with the Trustee so long as
the short-term credit ratings of the Trustee are at least equal to Prime-1 by
Moody's and A-1+ by Standard & Poor's (the "Required Deposit Ratings") or (ii)
in a non-interest bearing segregated trust account for the benefit of the
Certificateholders, located in the corporate trust department of a depository
institution or trust company having corporate trust powers (which may include
the Trustee). If the short-term unsecured debt obligations

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of the Trustee are not rated at least equal to the Required Deposit Rating, the
Servicer will, with the Trustee's assistance as necessary, cause the Certificate
Account to be moved to a bank or trust company whose short-term unsecured debt
obligations are rated at least equal to the Required Deposit Ratings or moved to
a non-interest bearing segregated trust account located in a corporate trust
department of a depository institution or trust company as described above.
(Section 14.01)

For so long as the depository institution or trust company then maintaining
the Certificate Account has the Required Deposit Ratings, all amounts held in
the Certificate Account will, to the extent permitted by applicable law, be
invested, as directed by the Servicer, in Permitted Investments. Earnings on the
investment of funds in the Certificate Account will be paid to the Servicer.
"Permitted Investments" will be limited to investments that will not require the
Trust to register as an investment company under the Investment Company Act of
1940, as amended, and include the following obligations and securities: (i)
obligations of the United States or any agency thereof, backed by the full faith
and credit of the United States; (ii) general obligations of or obligations
guaranteed by any State, commercial paper and certificates of deposit, demand or
time deposits, federal funds or banker's acceptances issued by any depository
institution or trust company incorporated under the laws of the United States or
of any State and subject to supervision and examination by federal or state
banking authorities, in each case rated the highest rating of each Rating Agency
for such obligations, or such lower rating as will not result in the
qualification, downgrading or withdrawal of the rating then assigned to either
Class of Certificates by such Rating Agency (each, a "Ratings Effect"); (iii)
demand or time deposits or certificates of deposit issued by any bank, trust
company, savings bank or other savings institution, which deposits are fully
insured by the FDIC; (iv) guaranteed reinvestment agreements issued by any bank,
insurance company or other corporation as will not result in a Ratings Effect;
(v) certain specified repurchase obligations; and (vi) such other investments as
will not result in a Ratings Effect. Notwithstanding the foregoing, each
Permitted Investment shall mature no later than the Business Day prior to the
Distribution Date immediately following the date of purchase (other than
instruments of which the Trustee is the obligor, which may mature on the related
Distribution Date), and shall be required to be held to such maturity. (Sections
1.01 and 11.01)

THE PRE-FUNDING ACCOUNT; MANDATORY PREPAYMENT OF THE CERTIFICATES

The Pre-Funding Account. The Servicer will establish the Pre-Funding
Account in the name of the Trustee for the benefit of the Certificateholders
into which the Pre-Funded Amount will be deposited on the Closing Date from the
net proceeds received from the sale of the Certificates and from which monies
will be applied during the Funding Period to purchase Subsequent Receivables
from the Seller. The Pre-Funding Account will be maintained with the same entity
at which the Certificate Account is maintained. The Pre-Funding Account will be
part of the Trust but monies on deposit therein will not be available to cover
losses on or in respect of the Receivables. Any portion of the Pre-Funded Amount
remaining on deposit in the Pre-Funding Account at the end of the Funding Period
will be payable as described below as a prepayment of principal to the
Certificateholders. Monies on deposit in the Pre-Funding Account may be invested
in Permitted Investments under the circumstances and in the manner described in
the Agreement. Earnings on investment of funds in the Pre-Funding Account will
be deposited into the Certificate Account and losses will be charged against the
funds on deposit in the Pre-Funding Account. (Section 14.01)

Upon each conveyance of Subsequent Receivables to the Trust, an amount
equal to the purchase price paid by the Seller to Fleetwood Credit for such
Subsequent Receivables on the related Subsequent Transfer Date will be withdrawn
from the Pre-Funding Account and paid to the Seller.

Mandatory Prepayment of the Certificates. The Certificates will be subject
to Mandatory Prepayment on the Distribution Date immediately succeeding the date
on which the Funding Period ends (or on the Distribution Date on which the
Funding Period ends if the Funding Period ends on a Distribution Date), in the
event that any portion of the Pre-Funded Amount, exclusive of any investment
earnings thereon, remains on deposit in the Pre-Funding Account after giving
effect to the purchase by the Seller and conveyance to the Trust of all
subsequent Receivables on the related Subsequent Transfer Dates, including any
such purchase and conveyance on the date on which the Funding Period ends.

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<PAGE> 25

Upon the occurrence of a Mandatory Prepayment, the holders of Certificates
of each Class will receive an amount equal to the Class A Percentage or the
Class B Percentage, as the case may be, multiplied by the portion of the
Pre-Funded Amount remaining in the Pre-Funding Account. It is anticipated that
the aggregate principal amount of Subsequent Receivables sold to the Trust
during the Funding Period will not be exactly equal to the Pre-Funded Amount and
that therefore there will be at least a nominal amount of principal prepaid to
Certificateholders. (Section 14.09)

CERTAIN PAYMENTS BY THE SERVICER

On the Business Day immediately preceding each Distribution Date, the
Servicer will be required, subject to the limitations set forth below, to
advance to the Trust an amount equal to all accrued interest, if any, on the
unpaid principal balance of each Receivable at the related APR since the most
recent date upon which a payment was made in respect of such Receivable by or on
behalf of the related Obligor through the last day of the related Collection
Period (an "Advance"). The obligation of the Servicer to make an Advance will be
limited to circumstances in which the Servicer, in its reasonable discretion,
determines such Advance will ultimately be reimbursable from subsequent payments
made by or on behalf of the related Obligor, from insurance proceeds, from
liquidation proceeds or otherwise, except in the case of the waiver by the
Servicer of any scheduled interest on a Receivable, in which case the Servicer
shall be required to make an Advance without the right of subsequent
reimbursement. In making Advances, the Servicer will endeavor to maintain
monthly payments of interest at the related Pass-Through Rate to
Certificateholders, rather than to guarantee or insure against losses.
Accordingly, all Advances shall be reimbursable (except as provided above with
respect to waivers of scheduled interest) to the Servicer, without interest, if
and when a payment relating to a Receivable with respect to which an Advance has
previously been made is subsequently received. In addition, Advances in respect
of a Receivable (other than a Repurchased Receivable) as to which (i) a
scheduled payment is 180 days delinquent or (ii) the Servicer has determined
that eventual payment in full is unlikely and has repossessed and liquidated the
related Financed Vehicle within such 180-day period (each, a "Defaulted
Receivable") shall also be reimbursable (except as provided above with respect
to waivers of scheduled interest) to the Servicer from collections on or in
respect of other Receivables to the extent that the Servicer determines, in its
reasonable discretion, that such Advance will not be recoverable from payments
made on or in respect of such Defaulted Receivable. (Section 14.04)

When a payment of principal is made on or in respect of a Receivable,
interest is paid on the unpaid principal balance of such Receivable only to the
date of such payment. To ensure that Certificateholders will not be adversely
affected by any shortfall in interest resulting from any such payment, the
Agreement will require the Servicer to deposit into the Certificate Account on
the Business Day immediately preceding each Distribution Date, without the right
of subsequent reimbursement, an amount, if any, as may be necessary to assure
that the distributions made on the related Distribution Date in respect of such
Receivable to the Servicer and Certificateholders include an amount equal to
interest at a rate equal to the sum of (i) the weighted average of the Class A
Pass-Through Rate and the Class B Pass-Through Rate as of the Closing Date and
(ii) the Servicing Fee Rate on the amount of such principal payment from the
date of payment through the last day of the related Collection Period (the
"Non-Reimbursable Payment"). (Section 14.05)

The Servicer will remit to the Certificate Account an amount equal to each
Advance and Non-Reimbursable Payment to be made in respect of a Collection
Period not later than the Business Day immediately preceding the related
Distribution Date.

NET DEPOSITS

For administrative convenience, the Servicer will be permitted to make the
deposit of collections, Advances, Non-Reimbursable Payments and Repurchase
Amounts for or in respect of each Collection Period net of distributions to be
made to the Servicer with respect to such Collection Period. The Servicer,
however, will account to the Trustee and to the Certificateholders as if all
deposits and distributions were made individually. (Sections 14.06 and 14.09)

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<PAGE> 26

SERVICING COMPENSATION

The Servicer will be entitled to retain, out of interest collected on or in
respect of the Receivables, the Servicing Fee for each Collection Period equal
to the product of the Servicing Fee Rate and the Pool Balance as of the first
day of such Collection Period. The Servicing Fee will be calculated and paid
based upon a 360-day year consisting of twelve 30-day months. The Servicer will
also collect and retain any late fees, prepayment charges and other
administrative fees or similar charges allowed by applicable law with respect to
the Receivables. (Section 13.08)

The Servicing Fee will compensate the Servicer for performing the functions
of a third party servicer of recreational vehicle receivables as an agent for
the Trustee, including collecting and posting payments, responding to inquiries
of Obligors on the Receivables, investigating delinquencies, sending payment
statements and reporting tax information to Obligors, paying costs of
disposition of Defaulted Receivables and policing the collateral. (Section
13.01) The Servicing Fee also will compensate the Servicer for administering the
Receivables, including making Advances and Non-Reimbursable Payments, accounting
for collections and furnishing monthly and annual statements to the Trustee with
respect to distributions, generating federal income tax information and paying
certain taxes, accounting fees, outside auditor fees, data processing costs and
other costs incurred in connection with administering the Receivables. (Section
13.01)

DISTRIBUTIONS ON THE CERTIFICATES

On the eighth calendar day of each month or, if such day is not a Business
Day, the immediately succeeding Business Day (the "Determination Date"), the
Servicer will inform the Trustee of the amount of Available Funds collected on
or in respect of the Receivables, the Negative Carry Amount, if any, the amount
of Advances and Non-Reimbursable Payments to be made by the Servicer and the
amount of the Servicing Fee and other servicing compensation payable to the
Servicer, in each case with respect to the immediately preceding Collection
Period. On or prior to each Determination Date, the Servicer shall also
determine the Class A Distributable Amount, the Class B Distributable Amount
and, based on the Available Funds and other amounts available for distribution
on the related Distribution Date as described below, determine the amounts to be
distributed to the Class A Certificateholders and the Class B
Certificateholders. (Sections 13.09 and 14.07)

On each Distribution Date, the Trustee will cause the Negative Carry Amount
for the related Collection Period, if any, to be withdrawn from the Reserve Fund
and deposited in the Certificate Account. (Sections 14.01 and 14.07)

The Trustee shall make distributions to the Certificateholders out of
amounts on deposit in the Certificate Account. The amount to be distributed to
the Certificateholders following the Funding Period in connection with a
Mandatory Prepayment is described under "The Pre-Funding Account; Mandatory
Prepayment of the Certificates." The amount of other distributions to be made on
each Distribution Date shall be determined in the manner described below.

Determination of Available Funds. "Available Funds" with respect to each
Distribution Date will mean the sum of (i) the earnings received by the Trustee
during the related Collection Period from investment of the Pre-Funded Amount on
deposit in the Pre-Funding Account, (ii) an amount (the "Negative Carry Amount")
equal to the difference between (a) one month's interest on the Pre-Funded
Amount on deposit in the Pre-Funding Account as of the first day of such
Collection Period at a rate equal to the weighted average of the Class A and
Class B Pass-Through Rates and (b) the amount described in clause (i) above,
which Negative Carry Amount will be withdrawn from the Reserve Fund as described
under "Subordination of the Class B Certificates; Reserve Fund", (iii) all cash
received by the Servicer on or in respect of the Receivables during the
immediately preceding Collection Period (including Non-Reimbursable Payments and
Advances but other than (a) late payment and extension fees, if any, and other
administrative fees and (b) recoveries collected on or in respect of all
Receivables which have been previously repurchased by the Seller or purchased by
the Servicer pursuant to the Agreement) and (iv) the Repurchase Amounts of all
Receivables purchased or repurchased under the Agreement in respect of the
immediately preceding Collection Period.

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<PAGE> 27

With respect to each Collection Period (i) "Collected Interest" will mean
the sum of (a) the portion of all payments received by the Servicer on or in
respect of the Receivables during such Collection Period allocable to interest
and (b) the amounts described in clauses (i) and (ii) of the immediately
preceding paragraph with respect to such Collection Period, and (ii) "Collected
Principal" will mean the portion of all Available Funds received by the Servicer
on or in respect of the Receivables during such Collection Period allocable to
principal.

Calculation of Distributable Amounts. The "Class A Distributable Amount"
with respect to each Distribution Date will mean the sum of (i) the "Class A
Principal Distributable Amount," which will equal the Class A Percentage of the
Monthly Principal Payment (but not exceeding the Class A Certificate Balance as
of such Distribution Date) and (ii) the "Class A Interest Distributable Amount,"
which will equal one month's interest at the Class A Pass-Through Rate on the
Class A Certificate Balance as of the immediately preceding Distribution Date
(after giving effect to distributions of principal to be made on such
immediately preceding Distribution Date) or, in the case of the first
Distribution Date, (a) the product of (i) the Class A Pass-Through Rate, (ii)
the Original Class A Certificate Balance and (iii) the number of days from and
including the Closing Date to but excluding such Distribution Date, (b) divided
by 360.

In addition, with respect to the Distribution Date relating to the
Collection Period in which the last Receivable in the Trust is scheduled to
mature, the Class A Principal Distributable Amount will include the portion of
such amount necessary (after giving effect to the other amounts described above
to be distributed to the Class A Certificateholders on such Distribution Date
allocable to principal) to reduce the Class A Certificate Balance to zero.

The "Class B Distributable Amount" with respect to each Distribution Date
will be calculated in the same manner as the Class A Distributable Amount,
appropriately modified to relate to the Class B Certificates, but will also
include recoveries to the extent allocable to principal on Receivables which
became Defaulted Receivables in one or more prior Collection Periods. The "Class
B Principal Distributable Amount" and the "Class B Interest Distributable
Amount" with respect to each Distribution Date will be calculated in the same
manner as the Class A Principal Distributable Amount and the Class A Interest
Distributable Amount, respectively, in each case appropriately modified to
relate to the Class B Certificates.

The "Monthly Principal Payment" with respect to each Distribution Date will
equal (i) the sum of the Pool Balance as of the first day of the related
Collection Period (or, with respect to the first Distribution Date, the Original
Pool Balance) plus the amount on deposit in the Pre-Funding Account (other than
investment earnings) less (ii) the sum of the Pool Balance as of the last day of
such Collection Period plus the amount on deposit in the Pre-Funding Account
(other than investment earnings).

The "Class A Certificate Balance" will initially equal the Original Class A
Certificate Balance and on any Distribution Date will equal the Original Class A
Certificate Balance, reduced by all distributions actually made on or prior to
such Distribution Date to Class A Certificateholders allocable to principal. The
"Class B Certificate Balance" will initially equal the Original Class B
Certificate Balance and on any Distribution Date will equal the Original Class B
Certificate Balance, reduced by (i) all distributions actually made on or prior
to such Distribution Date to Class B Certificateholders allocable to principal
and (ii) Realized Losses allocable to the Class B Certificates. "Realized
Losses" with respect to each Collection Period will equal the amount by which
(a) the aggregate unpaid principal balance of all Receivables which became
Defaulted Receivables during such Collection Period exceeds (b) the sum of (i)
the aggregate liquidation proceeds recovered in respect of principal of such
Defaulted Receivables during such Collection Period and (ii) recoveries in
respect of all Defaulted Receivables received in such Collection Period, to the
extent not otherwise included in the amount determined pursuant to clause (i)
above.

Payment of Distributable Amounts. Prior to each Distribution Date, the
Servicer will calculate the amount to be distributed to the Certificateholders.
On each Distribution Date, the Trustee will distribute to Certificateholders the
following amounts in the following order of priority, to the extent of Available
Funds for such Distribution Date:

(i) to the Class A Certificateholders, an amount equal to the Class A
Interest Distributable Amount and any unpaid Class A Interest Carryover
Shortfall, such amount to be paid from Collected

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<PAGE> 28

Interest (as Collected Interest has been reduced by reimbursing the
Servicer for any outstanding Advances and paying the Servicer the Servicing
Fee, including any unpaid Servicing Fees with respect to one or more prior
Collection Periods); and if such Collected Interest is insufficient, the
Class A Certificateholders will receive such deficiency first, from the
Class B Percentage of Collected Principal and second, if such amounts are
still insufficient, from monies on deposit in the Reserve Fund;

(ii) to the Class B Certificateholders, an amount equal to the Class B
Interest Distributable Amount and any unpaid Class B Interest Carryover
Shortfall, such amount to be paid from Collected Interest (after giving
effect to the reduction in Collected Interest described in clause (i)
above); and if such Collected Interest is insufficient, the Class B
Certificateholders will be entitled to receive such deficiency from monies
on deposit in the Reserve Fund;

(iii) to the Class A Certificateholders, an amount equal to the Class
A Principal Distributable Amount and any unpaid Class A Principal Carryover
Shortfall, such amount to be paid from Collected Principal (after giving
effect to the reduction in Collected Principal described in clause (i)
above); and if such Collected Principal is insufficient, the Class A
Certificateholders will be entitled to receive such deficiency first, from
Collected Interest (after giving effect to the reduction in Collected
Interest described in clauses (i) and (ii) above) and second, if such
amounts are still insufficient, from monies on deposit in the Reserve Fund;
and

(iv) to the Class B Certificateholders, an amount equal to the Class B
Principal Distributable Amount and any unpaid Class B Principal Carryover
Shortfall, such amount to be paid from Collected Principal (after giving
effect to the reduction in Collected Principal described in clauses (i) and
(iii) above); and if such Collected Principal is insufficient, the Class B
Certificateholders will be entitled to receive such deficiency first, from
Collected Interest (after giving effect to the reduction in Collected
Interest described in clauses (i), (ii) and (iii) above) and second, if
such amounts are still insufficient, from monies on deposit in the Reserve
Fund. (Section 14.07)

The "Class A Interest Carryover Shortfall" with respect to any Distribution
Date will equal the excess, if any, of the Class A Interest Distributable Amount
for such Distribution Date and any outstanding Class A Interest Carryover
Shortfall from the immediately preceding Distribution Date plus interest on such
outstanding Class A Interest Carryover Shortfall, to the extent permitted by
law, at the Class A Pass-Through Rate from such immediately preceding
Distribution Date through the current Distribution Date, over the amount of
interest distributed to the Class A Certificateholders on such Distribution
Date. The "Class A Principal Carryover Shortfall" with respect to any
Distribution Date will equal the excess of the Class A Principal Distributable
Amount plus any outstanding Class A Principal Carryover Shortfall with respect
to one or more prior Distribution Dates over the amount of principal that the
holders of the Class A Certificates actually received on such Distribution Date.

The "Class B Interest Carryover Shortfall" and the "Class B Principal
Carryover Shortfall" with respect to any Distribution Date will be calculated in
the same manner as the Class A Interest Carryover Shortfall and the Class A
Principal Carryover Shortfall, respectively, in each case appropriately modified
to relate to the Class B Certificates.

Any Excess Amounts in the Certificate Account with respect to any
Distribution Date, after giving effect to the distributions described in clauses
(i) through (iv) of the third preceding paragraph, will be distributed in the
following amounts and in the following order of priority: (i) to the Reserve
Fund until the amount on deposit therein equals the Specified Reserve Fund
Balance and (ii) to the Seller.

SUBORDINATION OF THE CLASS B CERTIFICATES; RESERVE FUND

The rights of the Class B Certificateholders to receive distributions with
respect to the Receivables will be subordinated to the rights of the Servicer
(to the extent that the Servicer is reimbursed for any outstanding Advances and
is paid the Servicing Fee, including any unpaid Servicing Fees with respect to
one or more prior Collection Periods) and Class A Certificateholders to the
limited extent described below. This subordination is intended to enhance the
likelihood of timely receipt by Class A Certificateholders of the full amount of

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<PAGE> 29

interest and principal required to be paid to them, and to afford such
Certificateholders limited protection against losses in respect of the
Receivables.

No distribution will be made to the Class B Certificateholders on any
Distribution Date in respect of (i) interest until the full amount of interest
on the Class A Certificates payable on such Distribution Date has been
distributed to the Class A Certificateholders and (ii) principal until the full
amount of interest on and principal of the Class A Certificates payable on such
Distribution Date has been distributed to the Class A Certificateholders.
Distributions of interest on the Class B Certificates, to the extent of
Collected Interest and certain available amounts on deposit in the Reserve Fund,
will not be subordinated to the payment of principal on the Class A
Certificates. Because the rights of the Class B Certificateholders to receive
distributions of principal will be subordinated to the rights of the Class A
Certificateholders to receive distributions of interest and principal to the
extent described herein, the aggregate amount of principal distributions on the
Class B Certificates may be affected by the loss experience of the Receivables.
If the aggregate amount of losses experienced by the Receivables exceeds the
amount on deposit in the Reserve Fund, Class B Certificateholders may not
recover their initial investment in the Class B Certificates.

In the event of delinquencies or losses on the Receivables, the protection
afforded to the Class A Certificateholders will be effected both by the
application of available funds for such Distribution Date in the priorities
specified under "Distributions on the Certificates -- Payment of Distributable
Amounts," and the establishment of the Reserve Fund. The Reserve Fund will not
be a part of or otherwise includible in the Trust but will be a segregated trust
account held by the Trustee. The Reserve Fund will be funded by the Seller on
the Closing Date in an amount equal to $2,625,000 plus an amount attributable to
the maximum aggregate Negative Carry Amount. Thereafter, on each Distribution
Date, all Excess Amounts, if any, will be deposited from time to time in the
Reserve Fund to the extent necessary to maintain the amount in the Reserve Fund
at the Specified Reserve Fund Balance. Any assets (and earnings thereon) in the
Reserve Fund will be owned by, and taxed to, the Seller for federal income and
state and local franchise tax purposes.

The "Specified Reserve Fund Balance" with respect to the first Distribution
Date will equal $2,625,000 plus an amount equal to the maximum aggregate
Negative Carry Amount. On each Distribution Date thereafter, the Specified
Reserve Fund Balance will equal 1.75% of the sum of the Class A Certificate
Balance and the Class B Certificate Balance (after giving effect to
distributions of principal to be made on such Distribution Date); provided,
however, that so long as the foregoing sum of the Class A Certificate Balance
and the Class B Certificate Balance exceeds $3,500,000, the Specified Reserve
Fund Balance will not be less than $3,500,000. From and after the Distribution
Date as of which the foregoing sum of the Class A Certificate Balance and the
Class B Certificate Balance is less than $3,500,000, the Specified Reserve Fund
Balance will equal such sum. Notwithstanding the foregoing, on each Distribution
Date following any Fiscal Quarter in which losses or delinquencies in respect of
the Receivables exceed the percentages to be specified in the Agreement, the
Specified Reserve Fund Balance will be equal to the greater of the amount
described above or an amount equal to the Pool Balance as of the immediately
preceding Record Date multiplied by a percentage determined by subtracting from
18% a fraction (expressed as a percentage) equal to one minus a fraction, the
numerator of which will equal the Class A Certificate Balance and the
denominator of which will equal the Pool Balance plus an amount equal to the
amount on deposit in the Pre-Funding Account (other than investment earnings),
in each case as of the last day of the three related Collection Periods in such
Fiscal Quarter; provided, however, that following any Fiscal Quarter thereafter
in which the losses and delinquencies in respect of the Receivables are less
than the percentages to be specified in the Agreement, the Specified Reserve
Fund Balance shall return to the amount described in the first two sentences of
this paragraph. A "Fiscal Quarter" will mean each of the following three month
periods: (i) January, February and March; (ii) April, May and June; (iii) July,
August and September; and (iv) October, November and December. In addition, if
on any Distribution Date cumulative losses in respect of the Receivables exceed
1.5% of the Original Pool Balance and the aggregate principal balance of all
Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff
Dates, the Specified Reserve Fund Balance shall remain at the level in effect as
of such date and shall not be reduced further in accordance with the first two
sentences of this paragraph.

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The Servicer may, from time to time after the date of this Prospectus,
request each Rating Agency to approve a formula for determining the Specified
Reserve Fund Balance that is different from that described above and would
result in a decrease in the amount of the Specified Reserve Fund Balance or the
manner by which it is funded. If each Rating Agency delivers a letter to the
Trustee to the effect that the use of any such new formulation will not result
in a Ratings Effect, then the Specified Reserve Fund Balance will be determined
in accordance with such new formula. The Agreement will accordingly be amended
to reflect such new calculation without the need for consent of any
Certificateholder.

On each Distribution Date, funds will be withdrawn from the Reserve Fund as
described above for distribution, first to Class A Certificateholders to the
extent of shortfalls in the amounts available to make required distributions of
interest on the Class A Certificates, second to Class B Certificateholders to
the extent of shortfalls in the amounts available to make required distributions
of interest on the Class B Certificates, third to Class A Certificateholders to
the extent of shortfalls in the amounts available to make required distributions
of principal on the Class A Certificates and fourth to Class B
Certificateholders to the extent of shortfalls in the amounts available to make
required distributions of principal on the Class B Certificates.

On each Distribution Date relating to the Funding Period, the amount of
Collected Interest for such Distribution Date will include an amount equal to
the Negative Carry Amount for the related Collection Period, if any, which
amount will be withdrawn from the Reserve Fund.

On each Distribution Date, the Trustee will deposit all Excess Amounts, if
any, into the Reserve Fund until the amount on deposit therein equals the
Specified Reserve Fund Balance for each Distribution Date. If the amount on
deposit in the Reserve Fund on such Distribution Date (after giving effect to
all deposits thereto or withdrawals therefrom on such Distribution Date) is
greater than the Specified Reserve Fund Balance for each Distribution Date, the
Trustee will release and distribute such excess, together with any Excess
Amounts not required to be deposited into the Reserve Fund, to the Seller.
Notwithstanding the foregoing, during the Funding Period, all Excess Amounts
will be deposited into the Reserve Fund and will not be paid to the Seller until
the Distribution Date immediately succeeding the date on which the Funding
Period ends (or on the Distribution Date on which the Funding Period ends if the
Funding Period ends on a Distribution Date). Upon any such release of amounts
from the Reserve Fund, the Certificateholders will have no further rights in, or
claims to, such amounts. (Section 14.08)

Amounts held from time to time in the Reserve Fund will continue to be held
for the benefit of holders of the Certificates. Funds on deposit in the Reserve
Fund may be invested in Permitted Investments. Investment income on monies on
deposit in the Reserve Fund will not be available for distribution to
Certificateholders or otherwise subject to any claims or rights of the
Certificateholders and will be paid to the Seller. (Section 14.08)

If on any Distribution Date the Class B Certificate Balance equals zero and
amounts on deposit in the Reserve Fund have been depleted as a result of losses
in respect of the Receivables, the protection afforded to the Class A
Certificateholders by the subordination of the Class B Certificates and by the
Reserve Fund will be exhausted. In addition, if on any Distribution Date amounts
on deposit in the Reserve Fund have been depleted, the protection afforded to
the Class B Certificateholders by the Reserve Fund will be exhausted. In either
of the foregoing circumstances, the Class A Certificateholders or the Class B
Certificateholders, as the case may be, will bear directly the risks associated
with ownership of the Receivables.

Neither the Class B Certificateholders, the Seller nor the Servicer will be
required to refund any amounts properly distributed or paid to them, whether or
not there are sufficient funds on any subsequent Distribution Date to make full
distributions to the Class A Certificateholders.

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EXAMPLE OF DISTRIBUTIONS

The following chart sets forth an example of the application of the
foregoing provisions to the first monthly distribution in respect of the
Certificates:

September 1........... Initial Cutoff Date. The Original Pool Balance will
equal the aggregate unpaid principal balance of
the Receivables as of the opening of business on
this date.

September 1 - 30...... Collection Period. The Servicer will receive
monthly payments, prepayments and other proceeds
on or in respect of the Receivables.

October 8............. Determination Date. On this date, the Servicer will
notify the Trustee of, among other things, the
amounts to be distributed on the Distribution
Date.

October 14............ The Business Day immediately preceding the
Distribution Date. On or before this date, the
Servicer will make or will cause to be made the
required remittances to the Certificate Account.

October 14............ Record Date. Distributions on the Distribution Date
will be made to Certificateholders of record at
the close of business on this date.

October 15............ Distribution Date. On this date, the Trustee will
make the distributions described above.

STATEMENTS TO CERTIFICATEHOLDERS

On each Distribution Date, the Trustee will include with each distribution
to each Class A Certificateholder and Class B Certificateholder of record a
statement setting forth for such Distribution Date and the related Collection
Period, among other things, the following information:

(i) the amount of the distribution allocable to principal on the Class
A Certificates and the Class B Certificates;

(ii) the amount of the distribution allocable to interest on the Class
A Certificates and the Class B Certificates;

(iii) the Certificateholder's pro rata portion of the Servicing Fee
and any additional servicing compensation paid to the Servicer;

(iv) the Pool Balance, the Class A Pool Factor and the Class B Pool
Factor as of the related Record Date;

(v) the aggregate amount of unreimbursed Advances and the change in
such amount from the immediately preceding Collection Period;

(vi) the amount, if any, of proceeds received during the Collection
Period in connection with any physical damage insurance policies covering
Financed Vehicles;

(vii) the amount, if any, of proceeds received during the Collection
Period from Dealer repurchase obligations relating to Defaulted
Receivables;

(viii) the Reserve Fund balance, such amount as a percentage of the
Pool Balance and, in the event the amount on deposit in the Reserve Fund
has been reduced to zero, the number and aggregate dollar amount of
Defaulted Receivables;

(ix) the Class A Certificate Balance and the Class B Certificate
Balance as of such Record Date, after giving effect to payments allocated
to principal reported under (i) above;

(x) the amount of Class A Principal and Interest Carryover Shortfalls
and Class B Principal and Interest Carryover Shortfalls, if any, on such
Distribution Date and the change in such Class A and Class B Principal and
Interest Carryover Shortfalls from the immediately preceding Distribution
Date;

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<PAGE> 32

(xi) the amount of Realized Losses, if any, on such Distribution Date
and the change in such amount from the immediately preceding Distribution
Date;

(xii) the amount otherwise distributable to the Class B
Certificateholders that is being distributed to the Class A
Certificateholders on such Distribution Date;

(xiii) the number and principal balance of Paid-Ahead Receivables and
the change in such number and amount from the immediately preceding
Collection Period;

(xiv) for Distribution Dates during the Funding Period, the remaining
Pre-Funded Amount on deposit in the Pre-Funding Account and the Negative
Carry Amount, if any, for the related Collection Period; and

(xv) for the first Distribution Date that is on or immediately
following the end of the Funding Period, the amount, if any, of the
Pre-Funded Amount that has not been used to purchase Subsequent Receivables
and is being distributed as a payment of principal to Certificateholders.

Items (i), (ii) and (iii) above will be presented on the basis of a
Certificate in the denomination of $1,000. In addition, 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 will mail to each Person who at
any time during such calendar year shall have been a Certificateholder a
statement containing the sum of the amounts described in clauses (i) through
(iii) above for the purposes of such Certificateholder's preparation of federal
income tax returns. (Section 14.10) See "Certain Federal Income Tax
Consequences."

EVIDENCE AS TO COMPLIANCE

The Agreement will provide that a firm of independent public accountants
will furnish to the Trustee on or before April 30 of each year, beginning April
30, 1999, a statement as to compliance by the Servicer during the preceding 12
months ended December 31 (or longer period in the case of the first such
statement) with certain standards relating to the servicing of the Receivables.
(Section 13.11)

The Agreement will also provide for delivery to the Trustee, on or before
April 30 of each year, commencing April 30, 1999, of a certificate signed by an
officer of the Servicer stating that the Servicer has fulfilled its obligations
under the Agreement throughout the preceding 12 months ended December 31 (or
longer period in the case of the first such statement) or, if there has been a
default in the fulfillment of any such obligation, describing each such default.
(Section 13.10)

Copies of such statements and certificates may be obtained by
Certificateholders by a request in writing addressed to the Trustee.

CERTAIN MATTERS REGARDING THE SERVICER

The Agreement will provide that the Servicer may not resign from its
obligations and duties as Servicer thereunder, except upon determination that
its performance of such duties is no longer permissible under applicable law. No
such resignation will become effective until the Trustee or a successor servicer
has assumed the Servicer's servicing obligations and duties under the Agreement.
(Section 18.05)

The Agreement will further provide that neither the Servicer nor any of its
directors, officers, employees and agents will be under any liability to the
Trust or the Certificateholders for taking any action or for refraining from
taking any action pursuant to the Agreement; provided, however, that neither the
Servicer nor any such person will be protected 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 thereunder. The Servicer will be under no obligation to appear in,
prosecute or defend any legal action that is not incidental to its servicing
responsibilities under the Agreement and that, in its opinion, may cause it to
incur any expense or liability. (Section 18.04)

Any corporation into which the Servicer may be merged or consolidated, or
any corporation resulting from any merger or consolidation to which the Servicer
is a party, or any corporation succeeding to all or

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substantially all of the business of the Servicer, which corporation assumes the
obligations of the Servicer, will be the successor to the Servicer under the
Agreement. (Section 18.03)

EVENTS OF DEFAULT

"Events of Default" under the Agreement will consist of: (i) any failure by
the Servicer (or the Seller, so long as Fleetwood Credit is the Servicer) to
deliver to the Trustee as required by the Agreement for distribution to the
Certificateholders any required payment, or any failure by the Servicer to
deliver a Servicer's Certificate with respect to a Distribution Date, which
failure continues unremedied for three Business Days after discovery by an
officer of the Servicer (or the Seller, so long as Fleetwood Credit is the
Servicer), or written notice of such failure is given (a) to the Servicer or the
Seller, as the case may be, by the Trustee or (b) to the Seller or the Servicer,
as the case may be, and to the Trustee by holders of Certificates evidencing not
less than 25% of the voting interests of the Class A Certificates and the Class
B Certificates, voting together as a single class; (ii) any failure by the
Servicer (or the Seller, so long as Fleetwood Credit is the Servicer) duly to
observe or perform in any material respect any other covenant or agreement in
the Agreement which failure materially and adversely affects the rights of
Certificateholders and which continues unremedied for 60 days after the giving
of written notice of such failure (a) to the Servicer or the Seller, as the case
may be, by the Trustee or (b) to the Servicer or the Seller, as the case may be,
and to the Trustee by holders of Certificates evidencing not less than 25% of
the voting interests of the Class A Certificates and the Class B Certificates,
voting together as a single class; and (iii) certain events of bankruptcy,
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings and certain actions by the Servicer (or the Seller, so long
as Fleetwood Credit is the Servicer) indicating its insolvency, reorganization
pursuant to bankruptcy proceedings or inability to pay its obligations. (Section
19.01)

RIGHTS UPON EVENT OF DEFAULT

As long as an Event of Default remains unremedied, the Trustee or holders
of Certificates evidencing not less than 51% of the voting interests of the
Class A Certificates and the Class B Certificates, voting together as a single
class, may terminate all the rights and obligations of the Servicer under the
Agreement, whereupon the Trustee will succeed, without further action, to all
the responsibilities, duties and liabilities of the Servicer in its capacity as
such under the Agreement and will be entitled to similar compensation
arrangements. If, however, a bankruptcy trustee or similar official has been
appointed for the Servicer, and no Event of Default other than such appointment
has occurred, such trustee or official may have the power to prevent the Trustee
or such Certificateholders from effecting a transfer of servicing. In the event
that the Trustee is unwilling or unable so to act, it may appoint or petition a
court of competent jurisdiction to appoint a successor with a net worth of at
least $100,000,000 and whose regular business includes the servicing of
recreational vehicle or motor vehicle receivables. The Trustee may make such
arrangements for compensation to be paid, which in no event may be greater than
the servicing compensation paid to the Servicer under the Agreement. (Sections
19.01 and 19.02) Notwithstanding such termination, the Servicer shall be
entitled to payment of certain amounts payable to it prior to such termination,
for services rendered prior to such termination.

WAIVER OF PAST DEFAULTS

The holders of Certificates evidencing not less than 51% of the voting
interests of the Class A Certificates and the Class B Certificates, voting
together as a single class, may waive any default by the Servicer in the
performance of its obligations under the Agreement and its consequences, except
a default in making any required deposits to or payments from the Certificate
Account in accordance with the Agreement or in respect of a covenant or
provision of the Agreement that cannot be modified or amended without the
consent of each Certificateholder (in which event the related waiver will
require the approval of holders of all of the Certificates). No such waiver will
impair the Certificateholders' rights with respect to subsequent defaults.
(Section 19.05)

VOTING INTERESTS

For purposes of the Agreement, the "voting interests" of the (i) Class A
Certificates will be allocated among the Class A Certificateholders or Class A
Certificate Owners, as the case may be, in accordance with the Class A
Certificate Balance represented thereby and (ii) Class B Certificates will be
allocated among the Class B Certificateholders or Class B Certificate Owners, as
the case may be, in accordance with the Class B

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Certificate Balance represented thereby; except that in certain circumstances
any Class A Certificates or Class B Certificates, as the case may be, held by
the Seller, the Servicer or any of their respective affiliates shall be excluded
from such determination.

AMENDMENT

The Agreement may be amended by the Seller, the Servicer and the Trustee,
without the consent of the Certificateholders, to cure any ambiguity, correct or
supplement any provision therein which may be inconsistent with any other
provision therein, to add any other provisions with respect to matters or
questions arising under such Agreement which are not inconsistent with the
provisions of the Agreement, to add or provide for any credit enhancement for
the Class B Certificates or to permit certain changes with respect to the
Specified Reserve Fund Balance or any Servicer Letter of Credit; provided,
however, that any such action will not, in the opinion of counsel satisfactory
to the Trustee, materially and adversely affect the interest of any
Certificateholder (including any amendment that would adversely affect the
Trust's status as a grantor trust for federal income tax purposes), and
provided, further, that in the case of a change with respect to the Specified
Reserve Fund Balance or any Servicer Letter of Credit the Trustee receives a
letter from each Rating Agency to the effect that such amendment will not result
in a Ratings Effect.

The Agreement may also be amended from time to time by the Seller, the
Servicer and the Trustee with the consent of the holders of Certificates
evidencing not less than 51% of the voting interests of all Certificates, voting
together as a single class, 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 each Class of Certificateholders;
provided, however, that no such amendment may (i) except as described above,
increase or reduce in any manner the amount of or accelerate or delay the timing
of collections of payments on or in respect of the Receivables or (ii) reduce
the aforesaid percentage of the voting interests of which the holders of either
Class of Certificates are required to consent to any such amendment, without the
consent of the holders of all of the relevant Class of Certificates. (Section
22.01)

LIST OF CERTIFICATEHOLDERS

Upon a written request of the Servicer, the Trustee, as Certificate
Registrar, will provide to the Servicer within 15 days after receipt of such
request, a list of the names and addresses of all Certificateholders. In
addition, three or more Certificateholders or holders of either Class of
Certificates evidencing not less than 25% of the voting interests of such Class,
upon compliance by such Certificateholders with certain provisions of the
Agreement, may request that the Trustee, as Certificate Registrar, afford such
Certificateholders access during business hours to the current list of
Certificateholders for purposes of communicating with other Certificateholders
with respect to their rights under the Agreement. (Section 16.06)

The Agreement will not provide for the holding of any annual or other
meetings of Certificateholders.

TERMINATION

The obligations of the Servicer, the Seller and the Trustee pursuant to the
Agreement will terminate with respect to the Certificateholders upon the
earliest to occur of (i) the maturity or other liquidation of the last
Receivable and the disposition of any amounts received upon liquidation of any
property remaining in the Trust, (ii) the payment to Certificateholders of all
amounts required to be paid to them pursuant to the Agreement and (iii) the
occurrence of either event described below.

In order to avoid excessive administrative expenses, the Seller or the
Servicer, or any successor to the Servicer, will be permitted at its option to
purchase from the Trust, on any Distribution Date following the last day of a
Collection Period as of which the Pool Balance is 10% or less of the sum of the
Original Pool Balance and the aggregate principal balance of all Subsequent
Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates, all
remaining Receivables at a price equal to the aggregate Repurchase Amounts for
the Receivables (including Defaulted Receivables), plus the appraised value of
any other property held by the Trust (less liquidation expenses). In the event
that both the Seller and the Servicer, or any successor to the Servicer, elect
to purchase the Receivables, the party first notifying the Trustee (based on the
Trustee's receipt of such notice) shall be permitted to purchase the
Receivables. Exercise of such right will effect early retirement of the
Certificates.

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If neither the Seller nor the Servicer (nor any successor to the Servicer)
exercises its optional termination right within 90 days after the last day of a
Collection Period as of which such right can first be exercised, the Trustee
shall solicit bids for the purchase of the Receivables remaining in the Trust.
In the event that satisfactory bids are received as described below, the sale
proceeds will be distributed to Certificateholders on the second Distribution
Date succeeding the last day of such Collection Period. Any purchaser of the
Receivables must agree to the continuation of the then current Servicer as
Servicer on terms substantially similar to those in the Agreement. Any such sale
will effect early retirement of the Certificates.

The Trustee must receive at least two bids from prospective purchasers that
are considered at the time to be competitive participants in the market for
motor vehicle retail installment sale contracts. The highest bid may not be less
than the fair market value of such Receivables and must equal the sum of (i) the
greater of (a) the aggregate Repurchase Amounts for the Receivables (including
Defaulted Receivables), plus the appraised value of any other property held by
the Trust (less liquidation expenses) or (b) an amount that when added to
amounts on deposit in the Certificate Account that would constitute Available
Funds for such second succeeding Distribution Date would result in proceeds
sufficient to distribute the sum of (1) the Class A Distributable Amount plus
any unpaid Class A Principal and Interest Carryover Shortfalls and (2) the Class
B Distributable Amount plus any unpaid Class B Principal and Interest Carryover
Shortfalls, and (ii) the sum of (a) an amount sufficient to reimburse the
Servicer for any outstanding Advances and (b) the Servicing Fee payable on such
final Distribution Date, including any unpaid Servicing Fees with respect to one
or more prior Collection Periods. The Trustee may consult with financial
advisors, including the Underwriters, to determine if the fair market value of
such Receivables has been offered. Upon the receipt of such bids, the Trustee
shall sell and assign such Receivables to the highest bidder and the
Certificates shall be retired on such Distribution Date. If any of the foregoing
conditions are not met, the Trustee shall decline to consummate such sale and
shall not be under any obligation to solicit any further bids or otherwise
negotiate any further sale of Receivables remaining in the Trust. In such event,
however, the Trustee may from time to time solicit bids in the future for the
purchase of such Receivables upon the same terms described above.

The Trustee will give written notice of termination to each
Certificateholder of record. The final distribution to each Certificateholder
will be made only upon surrender and cancellation of such holder's Certificates
at any office or agency of the Trustee specified in the notice of termination.
Any funds remaining in the Trust, after the Trustee has taken certain measures
to locate a Certificateholder and such measures have failed, will be distributed
to the United Way. (Sections 21.01 and 21.02)

DUTIES OF THE TRUSTEE

The Trustee will make no representations as to the validity or sufficiency
of the Agreement, the Certificates (other than the execution and authentication
thereof) or of any Receivables or related documents, and will not be accountable
for the use or application by the Seller or the Servicer of any funds paid to
the Seller or the Servicer in respect of the Certificates or the Receivables, or
the investment of any monies by the Servicer before such monies are deposited
into the Certificate Account. The Trustee will not independently verify the
Receivables. If no Event of Default has occurred and is continuing, the Trustee
will be required to perform only those duties specifically required of it under
the Agreement. Generally those duties will be limited to the receipt of the
various certificates, reports or other instruments required to be furnished to
the Trustee under the Agreement, in which case it will only be required to
examine them to determine whether they conform to the requirements of the
Agreement. The Trustee will not be charged with knowledge of a failure by the
Servicer to perform its duties under the Agreement which failure constitutes an
Event of Default unless the Trustee obtains actual knowledge of such failure as
specified in the Agreement. (Sections 20.01 and 20.05)

The Trustee will be under no obligation to exercise any of the rights or
powers vested in it by the Agreement or to make any investigation of matters
arising thereunder or to institute, conduct or defend any litigation thereunder
or in relation thereto at the request, order or direction of any of the
Certificateholders, unless such Certificateholders have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby. No Certificateholder will have any
right under the Agreement to institute any proceeding with respect to the
Agreement, unless such holder previously has

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given to the Trustee written notice of default and (i) the Event of Default
arises from the Servicer's failure to remit payments when due or (ii) the
holders of Certificates evidencing not less than 25% of the voting interests of
the Class A Certificates and the Class B Certificates, voting together as a
single class, have made written request upon the Trustee to institute such
proceeding in its own name as the Trustee thereunder and have offered to the
Trustee reasonable indemnity and the Trustee for 30 days has neglected or
refused to institute any such proceedings. (Section 20.04)

THE TRUSTEE

The Chase Manhattan Bank will be the Trustee under the Agreement. The
Trustee and any of its affiliates may hold Certificates in their own names or as
pledgees. (Section 20.06) For the purpose of meeting the legal requirements of
certain jurisdictions, the Servicer and the Trustee acting jointly (or in some
instances, the Trustee acting alone) will have the power to appoint co-trustees
or separate trustees of all or any part of the Trust. In the event of such an
appointment, all rights, powers, duties and obligations conferred or imposed
upon the Trustee by the Agreement will be conferred or imposed upon the Trustee
and such separate trustee or co-trustee jointly, or, in any jurisdiction in
which the Trustee will be incompetent or unqualified to perform certain acts,
singly upon such separate trustee or co-trustee who will exercise and perform
such rights, powers, duties and obligations solely at the direction of the
Trustee. (Section 20.13)

The Trustee may resign at any time, in which event the Servicer will be
obligated to appoint a successor trustee. The Servicer may also remove the
Trustee if the Trustee ceases to be eligible to continue as such under the
Agreement, becomes legally unable to act or becomes insolvent. In such
circumstances, the Servicer will be obligated to appoint a successor trustee.
Any resignation or removal of the Trustee and appointment of a successor trustee
will not become effective until acceptance of the appointment by such successor
trustee. (Section 20.10)

The Agreement will provide that the Servicer will pay the Trustee's fees.
(Section 20.07) The Agreement will further provide that the Trustee will be
entitled to indemnification by the Servicer for, and will be held harmless
against, any loss, liability or expense incurred by the Trustee not resulting
from its own willful misfeasance, bad faith or negligence (other than by reason
of a breach of any of its representations or warranties set forth in the
Agreement). (Section 18.02)

The Trustee's Corporate Trust Office is located at 450 West 33rd Street,
New York, New York 10001.

CERTAIN LEGAL ASPECTS OF THE RECEIVABLES

GENERAL

The transfer of the Receivables to the Trustee, the perfection of the
security interest in the Receivables and the enforcement of rights to realize on
the Financed Vehicles as collateral for the Receivables are subject to a number
of federal and state laws, including the UCC as in effect in various states. The
Servicer and the Seller will take such action as is required to perfect the
rights of the Trustee in the Receivables. If, through inadvertence or otherwise,
another party purchases (including the taking of a security interest in) the
Receivables for new value in the ordinary course of its business, without actual
knowledge of the Trust's interest, and takes possession of the Receivables, such
purchaser would acquire an interest in the Receivables superior to the interest
of the Trust.

SECURITY INTERESTS IN THE FINANCED VEHICLES

General. Retail installment sale contracts such as the Receivables evidence
the credit sale of recreational vehicles by dealers to obligors; the contracts
also constitute personal property security agreements and include grants of
security interests in the related recreational vehicles under the UCC. In most
states (including California, the state in which the greatest number of Financed
Vehicles are currently registered), perfection rules relating to security
interests in recreational vehicles are generally governed under state
certificate of title statutes (Alabama, Connecticut, Georgia, Maine,
Massachusetts, Minnesota, Mississippi, New Hampshire, New York, Rhode Island and
Vermont have adopted the Uniform Motor Vehicle Certificate of Title and
Anti-Theft Act) or by the vehicle registration laws of the state in which each
recreational vehicle is located. In

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states which have adopted the Uniform Motor Vehicle Certificate of Title and
Anti-Theft Act, security interests in recreational vehicles may be perfected
either by notation of the secured party's lien on the certificate of title or by
delivery of the certificate of title and payment of a fee to the state motor
vehicle authority, depending on particular state law. In states that do not have
a certificate of title statute or that make no provision for notation of a
security interest on a certificate of title, perfection is usually accomplished
by filing pursuant to the provisions of the UCC. Notwithstanding the foregoing,
in certain states, folding camping trailers and/or slide-in campers are not
subject to state titling and vehicle registration laws and a security interest
in such recreational vehicles is perfected by filing pursuant to the provisions
of the UCC. In most states, including California, a security interest in a
recreational vehicle is perfected by notation of the secured party's lien on the
vehicle's certificate of title. Each Receivable prohibits the sale or transfer
of the related Financed Vehicle without the consent of Fleetwood Credit.

All retail installment sale contracts that Fleetwood Credit originates or
acquires from Dealers name Fleetwood Credit as obligee or assignee and as the
secured party. Fleetwood Credit also takes all actions necessary under the laws
of the state in which the related recreational vehicles are located to perfect
its security interest in such recreational vehicles, including, where
applicable, having a notation of its lien recorded on the related certificate of
title or delivering the required documents and fees, obtaining possession of the
certificate of title (if possible) or, where applicable, by perfecting its
security interest in the related recreational vehicles under the UCC.

Perfection. Pursuant to the Receivables Purchase Agreement, Fleetwood
Credit will sell and assign its security interests in the Financed Vehicles to
the Seller and, pursuant to the Agreement and the Transfer Agreements, the
Seller will assign its security interests in the Financed Vehicles to the
Trustee. However, because of the administrative burden and expense, neither
Fleetwood Credit, the Seller nor the Trustee will amend any certificate of title
to identify the Trustee as the new secured party on the certificates of title
relating to the Financed Vehicles nor will any such entity execute any transfer
instrument (including, among other instruments, UCC-3 assignments). In some
states, in the absence of such an amendment or execution, the assignment to the
Trustee of a security interest in Financed Vehicles registered therein may not
be effective or such security interest may not be perfected. If any otherwise
effectively assigned security interest in favor of the Trustee is not perfected,
such assignment of the security interest to the Trustee may not be effective
against creditors or a trustee in bankruptcy of Fleetwood Credit, which
continues to be specified as lienholder on any certificates of title or as
secured party on any UCC filing. However, UCC financing statements with respect
to the transfer of Fleetwood Credit's security interest in the Financed Vehicles
to the Seller and the transfer to the Trustee of the Seller's security interest
in the Financed Vehicles will be filed. In addition, the Servicer will continue
to hold any certificates of title relating to the Financed Vehicles in its
possession as custodian for the Trustee pursuant to the Agreement. See "The
Certificates -- Sale and Assignment of the Receivables."

A security interest in a motor vehicle registered in the State of
California (in which the greatest number of Financed Vehicles are currently
registered) may be perfected only by depositing with the Department of Motor
Vehicles a properly endorsed certificate of title for the vehicle showing the
secured party as legal owner thereon or if the vehicle has not been previously
registered, an application in usual form for an original registration together
with an application for registration of the secured party as legal owner.
However, under the California Vehicle Code, a transferee of a security interest
in a motor vehicle is not required to reapply to the Department of Motor
Vehicles for a transfer of registration when the interest of the transferee
arises from the transfer of a security agreement by the legal owner to secure
payment or performance of an obligation. Accordingly, under California law, an
assignment such as that under each of the Receivables Purchase Agreement, the
Agreement and each Transfer Agreement is an effective conveyance of Fleetwood
Credit's and the Seller's security interest, as the case may be, without such
re-registration, and under the Receivables Purchase Agreement the Seller will
succeed to Fleetwood Credit's, and under the Agreement and each Transfer
Agreement the Trustee will succeed to the Seller's, rights as secured party.
With respect to Financed Vehicles registered in other states, the Trustee may
not have a first perfected security interest in such Financed Vehicles.

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In most states, assignments such as those under the Receivables Purchase
Agreement, the Agreement and each Transfer Agreement are an effective conveyance
of a security interest without amendment of any lien noted on a vehicle's
certificate of title, and the assignee succeeds thereby to the assignor's rights
as secured party. Although re-registration of the recreational vehicle is not
necessary to convey a perfected security interest in the Financed Vehicles to
the Trustee, because the Trustee will not be listed as legal owner on the
certificates of title to the Financed Vehicles, its security interest could be
defeated through fraud or negligence. However, in the absence of fraud, forgery
or administrative error, the notation of Fleetwood Credit's lien on the
certificates of title will be sufficient in most states to protect the Trust
against the rights of subsequent purchasers of a Financed Vehicle or subsequent
creditors who take a security interest in a Financed Vehicle. In the Receivables
Purchase Agreement, Fleetwood Credit will represent and warrant, and in the
Agreement and the related Transfer Agreement the Seller will represent and
warrant, that it has, or has taken all action necessary to obtain, a perfected
security interest in each Financed Vehicle. If there are any Financed Vehicles
as to which Fleetwood Credit failed to obtain a first perfected security
interest, its security interest would be subordinate to, among others,
subsequent purchasers of such Financed Vehicles and holders of first perfected
security interests therein. Such a failure, however, would constitute a breach
of Fleetwood Credit's representations and warranties under the Receivables
Purchase Agreement and the Seller's representations and warranties under the
Agreement and each Transfer Agreement, and pursuant to the Agreement, the Seller
would be required to repurchase the related Receivable from the Trustee and,
pursuant to the Receivables Purchase Agreement, Fleetwood Credit would be
required to purchase such Receivable from the Seller, in each case unless the
breach were cured. See "The Certificates -- Sale and Assignment of the
Receivables." The Seller will assign its rights under the Receivables Purchase
Agreement to the Trustee.

Continuity of Perfection. Under the laws of most states, a perfected
security interest in a recreational vehicle continues for four months after the
vehicle is moved to a new state from the one in which it is initially registered
and thereafter until the owner re-registers such recreational vehicle in the new
state. A majority of states require surrender of a certificate of title to
re-register a vehicle. In those states (including California) that call for the
return of the certificate of title to the holder of the first security interest
listed thereon, the secured party would learn of the re-registration through the
request from the obligor under the related installment sale contract to
surrender possession of the certificate of title. In the case of vehicles
registered in states providing for the notation of a lien on the certificate of
title but not possession by the secured party, the secured party would receive
notice of surrender from the state of re-registration if the security interest
is noted on the certificate of title. Thus, the secured party would have the
opportunity to re-perfect its security interest in the vehicles in the state of
relocation. However, these procedural safeguards will not protect the secured
party if through fraud, forgery or administrative error, the debtor somehow
procures a new certificate of title that does not list the secured party's lien.
Additionally, in states that do not require a certificate of title for
registration of a vehicle, re-registration could defeat perfection. In the
ordinary course of servicing the Receivables, Fleetwood Credit will take steps
to effect re-perfection upon receipt of notice of re-registration or information
from the Obligor as to relocation. Similarly, when an Obligor sells a Financed
Vehicle, Fleetwood Credit must surrender possession of the certificate of title
or will receive notice as a result of its lien noted thereon and accordingly
will have an opportunity to require satisfaction of the related Receivable
before release of the lien. Under the Agreement, the Servicer will be obligated
to take appropriate steps, at its own expense, to maintain perfection of a
security interest in the Financed Vehicles.

Priority of Certain Liens Arising by Operation of Law. Under the laws of
California and of most states, liens for repairs performed on a recreational
vehicle and liens for unpaid taxes take priority over even a first perfected
security interest in such vehicle. The Internal Revenue Code of 1986, as
amended, also grants priority to certain federal tax liens over the lien of a
secured party. The laws of certain states and federal law permit the
confiscation of motor vehicles by governmental authorities under certain
circumstances if used in unlawful activities, which may result in the loss of a
secured party's perfected security interest in a confiscated recreational
vehicle. Fleetwood Credit will represent and warrant to the Seller in the
Receivables Purchase Agreement and the Seller will represent and warrant to the
Trustee in the Agreement and in each Transfer Agreement that, as of the Closing
Date or the related subsequent Transfer Date, as the case may be, the security
interest in each Financed Vehicle is prior to all other present liens upon and
security interests in such Financed Vehicle. However, liens for repairs or taxes
could arise at any time during the term of a Receivable.

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No notice will be given to the Trustee or Certificateholders in the event such a
lien or confiscation arises and any such lien or confiscation arising after the
Closing Date would not give rise to Fleetwood Credit's repurchase obligation
under the Receivables Purchase Agreement or the Seller's repurchase obligation
under the Agreement.

REPOSSESSION

In the event of default by an obligor, the holder of the related retail
installment sale contract has all the remedies of a secured party under the UCC,
except where specifically limited by other state laws. The UCC remedies of a
secured party include the right to repossession by self-help means, unless such
means would constitute a breach of the peace. Self-help repossession is the
method employed by the Servicer in most cases and is accomplished simply by
taking possession of the related recreational vehicle. In cases where the
obligor objects or raises a defense to repossession, or if otherwise required by
applicable state law, a court order must be obtained from the appropriate state
court, and the vehicle must then be recovered in accordance with that order. In
some jurisdictions (not including California), the secured party is required to
notify the debtor of the default and the intent to repossess the collateral and
be given a time period within which to cure the default prior to repossession.
In most states (including California), under certain circumstances after the
vehicle has been repossessed, the obligor may reinstate the related contract by
paying the delinquent installments and other amounts due.

NOTICE OF SALE; REDEMPTION RIGHTS

In the event of default by the obligor, some jurisdictions (not including
California) require that the obligor be notified of the default and be given a
time period within which to cure the default prior to repossession. Generally,
this right of cure may only be exercised on a limited number of occasions during
the term of the related contract.

The UCC and other state laws require the secured party to provide the
obligor with reasonable notice of the date, time and place of any public sale
and/or the date after which any private sale of the collateral may be held. The
obligor has the right to redeem the collateral prior to actual sale by paying
the secured party the unpaid principal balance of the obligation, accrued
interest thereon plus reasonable expenses for repossessing, holding and
preparing the collateral for disposition and arranging for its sale, plus, in
some jurisdictions, reasonable attorneys' fees or in some states, by payment of
delinquent installments or the unpaid principal balance of the related
obligation.

DEFICIENCY JUDGMENTS AND EXCESS PROCEEDS

The proceeds of resale of the Financed Vehicles generally will be applied
first to the expenses of resale and repossession and then to the satisfaction of
the related indebtedness. While some states impose prohibitions or limitations
on deficiency judgments if the net proceeds from resale do not cover the full
amount of the indebtedness, a deficiency judgment can be sought in California
and certain other states that do not prohibit or limit such judgments. In
addition to the notice requirement, the UCC requires that every aspect of the
sale or other disposition, including the method, manner, time, place and terms,
be "commercially reasonable." Generally, courts have held that when a sale is
not "commercially reasonable," the secured party loses its right to a deficiency
judgment. In addition, the UCC permits the debtor or other interested party to
recover for any loss caused by noncompliance with the provisions of the UCC.
Also, prior to a sale, the UCC permits the debtor or other interested person to
restrain the secured party from disposing of the collateral if the debtor or
other interested party establishes that the secured party is not proceeding in
accordance with the "default" provisions under the UCC. However, the deficiency
judgment would be a personal judgment against the obligor for the shortfall, and
a defaulting obligor can be expected to have very little capital or sources of
income available following repossession. Therefore, in many cases, it may not be
useful to seek a deficiency judgment or, if one is obtained, it may be settled
at a significant discount or may be uncollectible.

Occasionally, after resale of a recreational vehicle and payment of all
expenses and indebtedness, there is a surplus of funds. In that case, the UCC
requires the creditor to remit the surplus to any holder of a subordinate lien
with respect to such vehicle or, if no such lienholder exists, to the former
owner of the vehicle.

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CERTAIN BANKRUPTCY CONSIDERATIONS

The Seller has taken steps in structuring the transactions described herein
that are intended to make it unlikely that the voluntary or involuntary
application for relief by Fleetwood Credit under the United States Bankruptcy
Code or similar applicable state laws (collectively, "Insolvency Laws") will
result in consolidation of the assets and liabilities of the Seller with those
of Fleetwood Credit. These steps include the creation of the Seller as a wholly
owned, limited purpose subsidiary pursuant to articles of incorporation
containing certain limitations (including requiring that the Seller must have at
least two "Independent Directors" and restrictions on the nature of the Seller's
business and on its ability to commence a voluntary case or proceeding under any
Insolvency Law without the affirmative vote of a majority of its directors,
including each Independent Director). In addition, to the extent that the Seller
granted a security interest in the Receivables to the Trust, and that interest
was validly perfected before the bankruptcy or insolvency of Fleetwood Credit
and was not taken or granted in contemplation of insolvency or with the intent
to hinder, delay or defraud Fleetwood Credit or its creditors, that security
interest should not be subject to avoidance, and payments to the Trust with
respect to the Receivables should not be subject to recovery by a creditor or
trustee in bankruptcy of Fleetwood Credit. If, notwithstanding the foregoing,
(i) a court concluded that the assets and liabilities of the Seller should be
consolidated with those of Fleetwood Credit in the event of the application of
applicable Insolvency Laws to Fleetwood Credit or following the bankruptcy or
insolvency of Fleetwood Credit the security interest in the Receivables granted
by the Seller to the Trustee should be avoided; (ii) a filing were made under
any Insolvency Law by or against the Seller; or (iii) an attempt were made to
litigate any of the foregoing issues, delays in payments on the Certificates and
possible reductions in the amount of such payments could occur. On the Closing
Date, counsel to Fleetwood Credit and the Seller will render an opinion which
concludes that following the bankruptcy of Fleetwood Credit, a court, applying
the principles set forth in such opinion, would not allow a creditor or trustee
in bankruptcy to consolidate the assets and liabilities of Fleetwood Credit and
the Seller on the basis of any applicable legal theory theretofore recognized by
a court of competent jurisdiction so as to adversely affect the ultimate payment
of all amounts owing under the Class A Certificates and the Class B
Certificates.

Fleetwood Credit and the Seller will treat the transactions described
herein as a sale of the Receivables to the Seller, such that the automatic stay
provisions of the United States Bankruptcy Code would not apply to the
Receivables in the event that Fleetwood Credit were to become a debtor in a
bankruptcy case. A case decided by the United States Court of Appeals for the
Tenth Circuit in 1993 contains language to the effect that under the UCC
accounts sold by a debtor would remain property of the debtor's bankruptcy
estate, whether or not the sale of accounts was perfected under the UCC. UCC
Article 9 applies to the sale of chattel paper as well as the sale of accounts
and although the Receivables constitute chattel paper under the UCC rather than
accounts, perfection of a security interest in both chattel paper and accounts
may be accomplished by the filing of a UCC-1 financing statement. If, following
a bankruptcy of Fleetwood Credit, a court were to follow the reasoning of the
Tenth Circuit reflected in the case described above, then the Receivables would
be included in the bankruptcy estate of Fleetwood Credit and delays in payments
of collections on or in respect of the Receivables could occur.

CONSUMER PROTECTION LAWS

Numerous federal and state consumer protection laws and related regulations
impose substantial requirements upon creditors and services involved in consumer
finance. These laws include the 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 Reserve Board's Regulations B and Z, the
Soldiers' and Sailors' Relief Act, the Military Reservist Relief Act, state
adaptations of the National Consumer Act and of the Uniform Consumer Credit Code
and state motor vehicle retail installment sales acts, retail installment sales
acts and other similar laws. Also, the laws of California and of certain other
states impose finance charge ceilings and other restrictions on consumer
transactions and require contract disclosures in addition to those required
under federal law. These requirements impose specific statutory liabilities upon
creditors who fail to comply with their provisions. In some cases, this
liability could affect the ability of an assignee such as the Trustee to enforce
consumer finance contracts such as the Receivables.

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The so-called "Holder-in-Due-Course Rule" of the Federal Trade Commission
(the "FTC Rule"), has the effect of subjecting any assignee of the seller in a
consumer credit transaction to all claims and defenses which the obligor in the
transaction could assert against the seller of the goods. Liability under the
FTC Rule is limited to the amounts paid by the obligor under the contract, and
the holder of the contract may also be unable to collect any balance remaining
due thereunder from the obligor. The FTC Rule is generally duplicated by the
Uniform Consumer Credit Code, other state statutes or the common law in certain
states. Most of the Receivables will be subject to the requirements of the FTC
Rule. Accordingly, the Trustee, as holder of the Receivables, will be subject to
any claims or defenses that the purchaser of the related Financed Vehicle may
assert against the seller of the Financed Vehicle. Such claims are limited to a
maximum liability equal to the amounts paid by the Obligor under the related
Receivables.

Under California law and most state vehicle dealer licensing laws, sellers
of recreational vehicles are required to be licensed to sell vehicles at retail
sale. In addition, with respect to used vehicles, the Federal Trade Commission's
Rule on Sale of Used Vehicles requires that all sellers of used vehicles
prepare, complete and display a "Buyer's Guide" which explains the warranty
coverage for such vehicles. Furthermore, Federal Odometer Regulations
promulgated under the Motor Vehicle Information and Cost Savings Act require
that all sellers of used vehicles furnish a written statement signed by the
seller certifying the accuracy of the odometer reading. If a seller is not
properly licensed or if either a Buyer's Guide or Odometer Disclosure Statement
was not provided to the purchaser of a Financed Vehicle, the Obligor may be able
to assert a defense against the seller of the Financed Vehicle. If an Obligor on
a Receivable were successful in asserting any such claim or defense, the
Servicer would pursue on behalf of the Trust any reasonable remedies against the
seller or manufacturer of the vehicle, subject to certain limitations as to the
expense of any such action specified in the Agreement.

Courts have applied general equitable principles to secured parties
pursuing repossession or litigation involving deficiency balances. These
equitable principles may have the effect of relieving an obligor from some or
all of the legal consequences of a default.

In several cases, consumers have asserted that the self-help remedies of
secured parties under the UCC and related laws violate the due process
protections of the Fourteenth Amendment to the Constitution of the United
States. Courts have generally either upheld the notice provisions of the UCC and
related laws as reasonable or have found that the creditor's repossession and
resale do not involve sufficient state action to afford constitutional
protection to consumers.

Fleetwood Credit will represent and warrant under the Receivables Purchase
Agreement and the Seller will represent and warrant under the Agreement and
under each Transfer Agreement that each Receivable complies with all
requirements of law in all material respects. Accordingly, if an Obligor has a
claim against the Trustee for violation of any law and such claim materially and
adversely affects the interests of the Certificateholders in a Receivable, such
violation would constitute a breach of such representation and warranty under
the Receivables Purchase Agreement, the Agreement and under the related Transfer
Agreement and would create an obligation of Fleetwood Credit and the Seller to
repurchase such Receivable unless the breach were cured. See "The
Certificates -- Sale and Assignment of the Receivables."

Any shortfall in payments on or in respect of the Receivables described
under this subheading, to the extent not otherwise covered by amounts otherwise
payable to the Class B Certificateholders pursuant to the subordination of the
Class B Certificateholders or from amounts on deposit in the Reserve Fund, could
result in losses to the Class A Certificateholders. In addition, any such
shortfall, to the extent not covered by amounts on deposit in the Reserve Fund,
could result in losses to the Class B Certificateholders.

OTHER LIMITATIONS

In addition to the laws limiting or prohibiting deficiency judgments,
numerous other statutory provisions, including federal bankruptcy laws and
related state laws, may interfere with or affect the ability of a creditor to
realize upon collateral or enforce a deficiency judgment. For example, in a
Chapter 13 proceeding under the federal bankruptcy law, a court may prevent a
creditor from repossessing a recreational vehicle, and, as part of the
rehabilitation plan, reduce the amount of the secured indebtedness to the market
value of the recreational

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vehicle at the time of bankruptcy (as determined by the court), leaving the
party providing financing as a general unsecured creditor for the remainder of
the indebtedness. A bankruptcy court may also reduce the monthly payments due
under the related contract or change the rate of interest and time of repayment
of the indebtedness.

Under the terms of the Soldiers' and Sailors' Relief Act, an Obligor who
enters the military service after the origination of such Obligor's Receivable
(including an Obligor who is a member of the National Guard or is in reserve
status at the time of the origination of the Obligor and is later called to
active duty) may not be charged interest above an annual rate of 6% during the
period of such Obligor's active duty status, unless a court orders otherwise
upon application of the lender. In addition, pursuant to the Military Reservist
Relief Act, under certain circumstances, California residents called into active
duty with the reserves can delay payments on retail installment contracts,
including the Receivables, for a period, not to exceed 180 days, beginning with
the order to active duty and ending 30 days after release. It is possible that
the foregoing could have an effect on the ability of the Servicer to collect
full amounts of interest on certain of the Receivables. In addition, the Relief
Acts impose limitations which would impair the ability of the Servicer to
repossess an affected Receivable during the Obligor's period of active duty
status. Thus, in the event that such a Receivable goes into default, there may
be delays and losses occasioned by the inability to realize upon the related
Financed Vehicle in a timely fashion.

Any shortfall pursuant to either of the two immediately preceding
paragraphs, to the extent not otherwise covered by amounts otherwise payable to
the Class A Certificateholders pursuant to the subordination of the Class B
Certificates or from amounts on deposit in the Reserve Fund, could result in
losses to the Class A Certificateholders. In addition, any such shortfall, to
the extent not covered by amounts on deposit in the Reserve Fund, could result
in losses to the Class B Certificateholders.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

The following is a general discussion of certain federal income tax
consequences of the purchase, ownership and disposition of the Certificates.
This summary is based upon laws, regulations, rulings and decisions currently in
effect, all of which are subject to change, possibly on a retroactive basis. The
discussion does not deal with all federal tax consequences applicable to all
categories of investors, some of which may be subject to special rules. In
addition, this summary is generally limited to investors who will hold the
Certificates as "capital assets" (generally, property held for investment)
within the meaning of Section 1221 of the Internal Revenue Code of 1986, as
amended (the "Code"), and who do not hold the Certificates as part of a
"straddle," a "hedge" or a "conversion transaction." Furthermore, no authority
exists concerning the tax treatment of some aspects of the Certificates, and
there can be no assurance that the Treasury Department will not issue
regulations under Section 1286 of the Code which would modify the treatment
described below. Accordingly, the ultimate federal income tax treatment of the
Certificates may differ substantially from that described below. Investors
should consult their own tax advisors to determine the federal, state, local and
other tax consequences of the purchase, ownership and disposition of the
Certificates. Prospective investors should note that no rulings have been or
will be sought from the Internal Revenue Service ("IRS") with respect to any of
the federal income tax consequences discussed below, and no assurance can be
given that the IRS will not take contrary positions.

TAX STATUS OF THE TRUST

In the opinion of Arter & Hadden, special federal tax counsel to the
Seller, the Trust will be classified as a grantor trust under subpart E, part I
of subchapter J of the Code and not as an association taxable as a corporation
for federal income tax purposes. As a result, each Certificateholder will be
subject to federal income taxation as if it owned directly the portion of the
Trust's assets allocable to its Certificates and as if it paid directly its
share of the reasonable expenses paid by the Trust.

GENERAL

For purposes of federal income tax, the Trust will be deemed to have
acquired the following assets: (i) the principal portion of each Receivable plus
a portion of the interest due on each Receivable (the "Trust

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Stripped Bond"), (ii) a portion of the interest due on each Receivable equal to
the difference between the Class B Pass-Through Rate and the Class A
Pass-Through Rate which difference is then multiplied by the Class B Percentage
of each Receivable (the "Trust Stripped Coupon") and (iii) the right to receive
payments from the Reserve Fund. All interest due on each Receivable in excess of
that portion of such interest included in either the Trust Stripped Bond or the
Trust Stripped Coupon above has been retained by the Seller (the "Excess
Receivable Amounts").

The Class A Certificateholders in the aggregate will own the Class A
Percentage of the Trust Stripped Bond and the right to receive payments from the
Reserve Fund, and accordingly each Class A Certificateholder will be treated as
owning its pro rata share of such assets. The Class A Certificateholders will
not own any portion of the Trust Stripped Coupon. The Class B Certificateholders
in the aggregate own the Class B Percentage of the Trust Stripped Bond plus 100%
of the Trust Stripped Coupon, if any, and the right to receive payments from the
Reserve Fund, and accordingly each Class B Certificateholder will be treated as
owning its pro rata share in such assets.

Each Certificateholder will be required to report on its federal income tax
return, in a manner consistent with its method of accounting, its pro rata share
of the entire gross income of the Trust, including interest or finance charges
earned on the Receivables, Negative Carry Amounts received during the Funding
Period from the Reserve Fund, any payment from the Reserve Fund and any gain or
loss upon collection or disposition of the Receivables. Payments from the
Reserve Fund will have the same character as the amounts they replace (i.e.,
interest or finance charges on, or principal of, the Receivables). In computing
its federal income tax liability, a Certificateholder will be entitled to
deduct, consistent with its method of accounting, its pro rata share of
reasonable fees payable to the Servicer that are paid or incurred by the Trust
as provided in Sections 162 or 212 of the Code. If a Certificateholder is an
individual, estate or trust the deduction for its pro rata share of such fees
will be allowed only to the extent that all of its miscellaneous itemized
deductions, including its share of such fees, exceed 2% of its adjusted gross
income. In addition, Code Section 68 provides that itemized deductions otherwise
allowable for a taxable year of an individual taxpayer whose adjusted gross
income exceeds a specified amount will be reduced by the lesser of (i) 3% of the
excess, if any, of adjusted gross income over such amount, or (ii) 80% of the
amount of itemized deductions otherwise allowable for such year. As a result,
such investors holding Certificates, directly or indirectly through a
pass-through entity, may have aggregate taxable income in excess of the
aggregate amount of cash received on such Certificates with respect to interest
at the related Pass-Through Rate on such Certificates. Subject to the discussion
of original issue discount below, a Certificateholder using the cash method of
accounting must take into account its pro rata share of income and deductions as
and when collected by or paid by the Trust. A Certificateholder using the
accrual method of accounting must take into account its pro rata share of income
and deductions as and when such amounts become due to or payable by the Trust.

The Trust Stripped Bond will be treated as a "stripped bond" within the
meaning of Section 1286 of the Code. The Trust Stripped Coupon will be treated
as a "stripped coupon" within the meaning of Section 1286 of the Code. As a
result, the Certificateholders will be deemed to hold interests in "stripped
bonds" and "stripped coupons." For purposes of Code Section 1271 through 1288,
Code Section 1286 treats a stripped bond or a stripped coupon as an obligation
issued on the date that such stripped interest is created.

Guidance by the IRS suggests that a servicing fee in excess of reasonable
servicing ("excess servicing") will be treated under the stripped bond rules. It
is expected that for federal income tax purposes, the Seller will be viewed as
having retained a portion of each interest payment on each Receivable sold to
the Trust. To the extent that the Receivables are characterized as "stripped
bonds," as described above, the income of the Trust allocable to
Certificateholders will not include the portion of the interest on the Excess
Receivable Amounts or the excess servicing treated as strips, and the deductions
allocable to Certificateholders will be limited to their respective shares of
reasonable servicing and other fees. In addition, a Certificateholder will not
be subject to the market discount and premium rules discussed below with respect
to the stripped Receivables, but instead will be subject to the original issue
discount rules contained in the Code. A Certificateholder will be required to
include any original issue discount in income as it accrues, regardless of its
regular method of accounting and whether cash payments are received, using a
method reflecting a constant rate of interest on the Receivables.

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STRIPPED BONDS AND STRIPPED COUPONS

Although the tax treatment of stripped bonds is not entirely clear, based
on guidance by the IRS, each purchaser of a Certificate will be treated as the
purchaser of a stripped bond which generally should be treated as a single debt
instrument issued on the day it is purchased for purposes of calculating any
original issue discount. Generally, under Treasury regulations (the "Section
1286 Treasury Regulations"), if the discount on a stripped bond certificate is
larger than a de minimis amount (as calculated for purposes of the original
issue discount rules of the Code) such stripped bond certificate will be
considered to have been issued with original issue discount. See "Accrual of
Original Issue Discount." Based on the preamble to the Section 1286 Treasury
Regulations, although the matter is not entirely clear, the interest income on
the Class A Certificates and the Class B Certificates (less the Trust Stripped
Coupon Amount) at the sum of the Class A Pass-Through Rate and the portion of
the Servicing Fee Rate that does not constitute excess servicing will be treated
as "qualified stated interest" within the meaning of the Section 1286 Treasury
Regulations and such income will be so treated in the Trustee's tax information
reporting.

ACCRUAL OF ORIGINAL ISSUE DISCOUNT

In determining whether a Certificateholder has purchased its interest in
the Receivables (or any Receivable) at a discount, a portion of the purchase
price for a Certificate may be allocated to the accrued interest on the
Receivables at the time of purchase as though such accrued interest were a
separate asset, thus, in each case, reducing the portion of the purchase price
allocable to the Certificateholder's undivided interest in the Receivables (the
"Purchase Price"). If the Certificates are considered to be issued with original
issue discount either because of a discount in the Purchase Price or under the
stripped bond rules, the rules described in this paragraph would apply.
Generally, the owner of a stripped bond issued or acquired with original issue
discount must include in gross income, as it accrues, the sum of the "daily
portions," as defined below, of the original issue discount on such Certificate
for each day on which it owns a Certificate, including the date of purchase but
excluding the date of disposition. In the case of an original Certificateholder,
the daily portions of original issue discount with respect to a Certificate
generally would be determined as follows. A calculation will be made of the
portion of original issue discount that accrues on the Certificate during each
successive monthly accrual period (or shorter period in respect of the date of
original issue or the final Distribution Date). This will be done, in the case
of each full monthly accrual period, by adding (i) the present value as of the
close of such accrual period of all remaining payments to be received on the
Certificate under the prepayment assumption used in respect of the Certificates
and (ii) any payments received during such accrual period, and subtracting from
that total the "adjusted issue price" of the Certificate at the beginning of
such accrual period. No representation is made that the Receivables will prepay
at any prepayment assumption. The "adjusted issue price" of a Certificate at the
beginning of the first accrual period is its issue price (as determined for
purposes of the original issue discount rules of the Code) and the "adjusted
issue price" of a Certificate at the beginning of a subsequent accrual period is
the "adjusted issued price" at the beginning of the immediately preceding
accrual period plus the amount of original issue discount allocable to that
accrual period and reduced by the amount of any payment made at the end of or
during that accrual period. The original issue discount accruing during such
accrual period will then be divided by the number of days in the period to
determine the daily portion of original issue discount for each day in the
period. With respect to an initial accrual period shorter than a full monthly
accrual period, the daily portions of original issue discount must be determined
according to any reasonable method set forth in the Treasury Regulations with
respect to original issue discount.

With respect to the Certificates, the method of calculating original issue
discount as described above will cause the accrual of original issue discount to
either increase or decrease (but never below zero) in any given accrual period
to reflect the fact that prepayments are occurring at a faster or slower rate
than the prepayment assumption used in respect of the Certificates.

Subsequent purchasers that purchase Certificates at more than a de minimis
discount should consult their tax advisors with respect to the proper method to
accrue such original issue discount.

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PREMIUM

The purchase of a Certificate at more than its adjusted principal amount
(except to the extent that such premium is allocable to accrued but unpaid
interest) will result in the creation of a premium with respect to the interest
in the underlying Receivables represented by such Certificates. In determining
whether a Certificateholder has purchased its interest in the Receivables (or
any Receivable) at a premium, a portion of the purchase price for a Certificate
may be allocated to the accrued interest on the Receivables at the time of
purchase as though such accrued interest were a separate asset, thus, in each
case, reducing the portion of the purchase price allocable to the
Certificateholder's undivided interest in the Receivables. A purchaser (who does
not hold the Certificate for sale to customers or in inventory) may elect under
Section 171 of the Code to amortize such premium. Under the Code, premium is
allocated among the interest payments on the Receivables to which it relates and
is considered as an offset against (and thus a reduction of) such interest
payments. With certain exceptions, such an election would apply to all debt
instruments held or subsequently acquired by the electing holder.

Holders of Certificates acquired at a premium are urged to consult with
their own tax advisors regarding the proper treatment of the Certificates for
federal income tax purposes.

SALE OF A CERTIFICATE

If a Certificate is sold, gain or loss will be recognized equal to the
difference between the amount realized on the sale (exclusive of amounts
attributable to accrued and unpaid interest, which will be treated as ordinary
income) allocable to each of the Receivables and the Certificateholder's
adjusted basis therein. A Certificateholder's adjusted basis will equal the
Certificateholder's cost for the Certificate, increased by any original issue
discount previously included in income, and decreased (but not below zero) by
any previously amortized premium and by the amount of payments (other than
qualified stated interest) previously received on the Receivables. Any gain or
loss will be capital gain or loss if the Certificate was held as a capital
asset, except that gain will be treated in whole or in part as ordinary interest
income to the extent of the seller's interest in accrued market discount not
previously taken into income on underlying Receivables having a fixed maturity
date of more than one year from the date of origination. Net capital gain of an
individual is subject to varying tax rates depending upon the holding period of
the Certificates.

CLASS B CERTIFICATEHOLDERS

General. As stated above, the Class B Pass-Through Rate will be equal to
the sum of (i) the Class B Percentage of the Pool Balance multiplied by the
Class A Pass-Through Rate, (ii) a portion of the interest accrued on each
Receivable (i.e., the Trust Stripped Coupon) and (iii) the right to receive
certain payments from the Reserve Fund. Because the purchase price paid by each
Class B Certificateholder will be allocated between that Certificateholder's
interest in the Trust Stripped Bond and the Trust Stripped Coupon based on the
relative fair market values of each asset on the date such Class B Certificate
is purchased, the Trust Stripped Bond may be issued with original issue
discount.

Trust Stripped Bond. Except to the extent modified below, the income on the
Trust Stripped Bond represented by the Certificates will be reported in the same
manner as described above for holders of the Certificates. The interest income
on the Class B Certificates at the Class A Pass-Through Rate and the portion of
the Servicing Fee Rate that does not constitute excess servicing will be treated
as qualified stated interest.

Trust Stripped Coupon. The Trust Stripped Coupon will be treated as a debt
instrument with original issue discount equal to the excess of the total amount
payable with respect to such Trust Stripped Coupon (based on the prepayment
assumption used in pricing the Certificates) over the portion of the purchase
price allocated thereto. The sum of the daily portions of original issue
discount on the Trust Stripped Coupon for each day during a year in which the
Class B Certificateholder holds the Trust Stripped Coupon will be included based
upon the accrual method, regardless of the Certificateholder's regular method of
accounting, in the Class B Certificateholder's income.

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Effect of Subordination. If the Class B Certificateholders receive
distributions of less than their share of the Trust's receipts of principal or
interest (the "Shortfall Amount") because of the subordination of the Class B
Certificates, holders of Class B Certificates would probably be treated for
federal income tax purposes as if they had (i) received as distributions their
full share of such receipts, (ii) paid over to the Class A Certificateholders an
amount equal to such Shortfall Amount and (iii) retained the right to
reimbursement of such amounts to the extent such amounts are otherwise available
as a result of collections on the Receivables or amounts available in the
Reserve Fund.

Under this analysis, (a) Class B Certificateholders would be required to
accrue as current income any interest or original issue discount income of the
Trust that was a component of the Shortfall Amount, even though such amount was
in fact paid to the Class A Certificateholders, (b) a loss would only be allowed
to the Class B Certificateholders when their right to receive reimbursement of
such Shortfall Amount became worthless (i.e., when it becomes clear that amount
will not be available from any source to reimburse such loss) and (c)
reimbursement of such Shortfall Amount prior to such a claim of worthlessness
would not be taxable income to Class B Certificateholders because such amount
was previously included in income. Those results should not significantly affect
the inclusion of income for Class B Certificateholders on the accrual method of
accounting, but could accelerate inclusion of income to Class B
Certificateholders on the cash method of accounting by, in effect, placing them
on the accrual method. Moreover, the character and timing of loss deductions on
certificates such as the Class B Certificates is unclear. Class B
Certificateholders are strongly urged to consult their own tax advisors
regarding the appropriate timing, amount and character of any losses sustained
with respect to the Class B Certificates, including any loss resulting from the
failure to recover previously accrued interest or discount income.

FOREIGN CERTIFICATEHOLDERS

Interest attributable to Receivables which is received by a foreign
Certificateholder generally will not be subject to the normal 30% withholding
tax imposed with respect to such payments, provided that (i) the foreign
Certificateholder does not own, directly or indirectly, 10% or more of, and is
not a controlled foreign corporation related to, the Seller and (ii) such holder
fulfills certain certification requirements. Under such requirements, the holder
must certify, under penalty of perjury, that it is not a "United States person"
and provide its name and address. For this purpose, "United States person" means
a citizen or resident of the United States, a corporation, partnership or other
entity created or organized in or under the laws of the United States or any
political subdivision thereof or an estate or trust the income of which is
includible in gross income for United States federal income tax purposes,
regardless of its source. Gain realized upon the sale of a Certificate by a
foreign Certificateholder generally will not be subject to United States
withholding tax. If, however, such interest or gain is effectively connected to
the conduct of a trade or business within the United States by such foreign
Certificateholder, such holder will be subject to United States federal income
tax thereon at regular rates. Potential investors who are not United States
persons should consult their own tax advisors regarding the specific tax
consequences to them of owning a Certificate.

INFORMATION REPORTING AND BACKUP WITHHOLDING

The Trustee will furnish or make available, within the prescribed period of
time for tax reporting purposes after the end of each calendar year, to each
Certificateholder or each person holding a Certificate on behalf of a
Certificateholder at any time during such year, such information as the Trustee
deems necessary or desirable to assist Certificateholders in preparing their
federal income tax returns. Payments made on the Certificates and proceeds from
the sale of the Certificates will not be subject to a "backup" withholding tax
of 31% unless, in general, a Certificateholder fails to comply with certain
reporting procedures and is not an exempt recipient under applicable provisions
of the Code.

THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL
INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR
SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
CERTIFICATES, INCLUDING THE TAX CONSE-

45
<PAGE> 47

QUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS
OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

ERISA CONSIDERATIONS

Section 406 of ERISA, and Section 4975 of the Code prohibit a pension,
profit sharing or other employee benefit plan from engaging in certain
transactions involving "plan assets" with persons that are "parties in interest"
under ERISA or "disqualified persons" under the Code with respect to the plan.
ERISA also imposes certain duties on persons who are fiduciaries of plans
subject to ERISA and prohibits certain transactions between a plan and parties
in interest with respect to such plans. Under ERISA, any person who exercises
any authority or control with respect to the management or disposition of the
assets of a plan is considered to be a fiduciary of such plan (subject to
certain exceptions not here relevant). A violation of these "prohibited
transaction" rules may generate excise tax and other liabilities under ERISA and
the Code for such persons.

Pursuant to a final regulation (the "Final Regulation") issued by the
Department of Labor ("DOL") concerning the definition of what constitutes the
"plan assets" of an employee benefit plan subject to ERISA or the Code, or an
individual retirement account (an "IRA") (collectively referred to as "Benefit
Plans"), the assets and properties of certain entities in which a Benefit Plan
makes an equity investment could be deemed to be assets of the Benefit Plan in
certain circumstances. Accordingly, if Benefit Plans purchase Class A
Certificates, the Trust could be deemed to hold plan assets unless one of the
exceptions under the Final Regulation is applicable to the Trust.

The DOL has granted an administrative exemption to Merrill Lynch, Pierce,
Fenner & Smith Incorporated (Prohibited Transaction Exemption 90-29; Exemption
Application No. D-8012, 55 Fed. Reg. 21459 (May 24, 1990), as amended) (the
"Exemption") from certain of the prohibited transaction rules of ERISA with
respect to the initial purchase, the holding and the subsequent resale by
Benefit Plans of certificates in pass-through trusts that consist of certain
receivables, loans and other obligations that meet the conditions and
requirements of the Exemption. The receivables covered by the Exemption include
recreational vehicle installment obligations such as the Receivables. The
Exemption will apply to the acquisition, holding and resale of Class A
Certificates by a Benefit Plan, provided that specific conditions (certain of
which are described below) are met. It is believed that the Exemption will apply
to the acquisition, holding and disposition in the secondary markets of Class A
Certificates by Benefit Plans and that all conditions of the Exemption other
than those within the control of the investors have been or will be met.

Among the conditions which must be satisfied for the Exemption to apply to
the acquisition by a Benefit Plan of the Class A Certificates are the following
(each of which has been or will be met in connection with the Class A
Certificates):

(i) The acquisition of the Class A Certificates by a Benefit Plan is
on terms (including the price for the Class A Certificates) that are at
least as favorable to the Benefit Plan as they would be in an arm's-length
transaction with an unrelated party.

(ii) The rights and interests evidenced by the Class A Certificates
acquired by the Benefit Plan are not subordinated to the rights and
interests evidenced by other Certificates of the Trust.

(iii) The Class A Certificates acquired by the Benefit Plan have
received a rating at the time of such acquisition that is in one of the
three highest generic rating categories from any of Standard & Poor's,
Moody's, Duff & Phelps Inc. or Fitch Investors Service, Inc.

(iv) The Trustee must not be an affiliate of any other member of the
Restricted Group (as defined below).

(v) The sum of all payments made to the Underwriters in connection
with the distribution of the Class A Certificates represents not more than
reasonable compensation for underwriting the Class A Certificates. The sum
of all payments made to and retained by the Seller pursuant to the sale of
the Receivables to the Trust represents not more than the fair market value
of such Receivables. The sum of

46
<PAGE> 48

all payments made to and retained by the Servicer represents not more than
reasonable compensation for the Servicer's services under the Agreement and
reimbursement of the Servicer's reasonable expenses in connection
therewith.

In addition, it is a condition that the Benefit Plan investing in the Class
A Certificates is an "accredited investor" as defined in Rule 501(a)(1) of
Regulation D of the Commission under the Securities Act of 1933, as amended.

The Exemption does not apply to Benefit Plans sponsored by the Seller, the
Underwriters, the Trustee, the Servicer, any Obligor with respect to the
Receivables included in the Trust constituting more than 5% of the aggregate
unamortized principal balance of the assets in the Trust or any affiliate of
such parties (the "Restricted Group"). As of the date hereof, no Obligor with
respect to the Receivables included in the Trust constitutes more than 5% of the
aggregate unamortized principal balance of the Trust (i.e., the initial
principal amount of the Certificates). Moreover, the Exemption provides relief
from certain self-dealing/conflict of interest prohibited transactions, only if,
among other requirements (i) a Benefit Plan's investment in the Class A
Certificates does not exceed 25% of all of the Class A Certificates outstanding
at the time of the acquisition and (ii) immediately after the acquisition, no
more than 25% of the assets of a Benefit Plan with respect to which a person has
discretionary authority or renders investment advice are invested in
certificates representing an interest in a trust containing assets sold or
serviced by the same entity.

The Exemption will not be available for Class B Certificates because the
Class B Certificates are subordinate interests. Accordingly, no Plan will be
eligible to purchase or otherwise hold Class B Certificates and no beneficial
interest therein may be sold or otherwise transferred to a Plan.

Due to the complexities of these rules and the penalties imposed upon
persons involved in prohibited transactions, it is important that the fiduciary
of an employee benefit plan considering the purchase of Class A Certificates
consult with its counsel regarding the applicability of the prohibited
transaction provisions of ERISA and the Code to such investment.

The Department of Labor issued Prohibited Transaction Class Exemption
("PTCE") 95-60 on July 12, 1995 in response to the United States Supreme Court
decision John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings
Bank, 114 S. Ct. 517 (1993), in which the Supreme Court held that assets held in
an insurance company's general account may be deemed to be "plan assets" for
ERISA purposes under certain circumstances. Subject to certain conditions, PTCE
95-60 provides general relief from the prohibited transaction rules that would
otherwise be applicable to assets held in an insurance company's general
account. Prospective insurance company purchasers should consult with their
counsel to determine whether the decision in John Hancock, as modified by PTCE
95-60, affects their ability to make purchases of the Certificates.

47
<PAGE> 49

UNDERWRITING

Under the terms and subject to the conditions contained in an Underwriting
Agreement dated September , 1997 (the "Underwriting Agreement"), the
Underwriters named below (the "Underwriters"), for whom Merrill Lynch, Pierce,
Fenner & Smith Incorporated is acting as representative (the "Representative"),
have severally but not jointly agreed to purchase from the Seller the following
respective principal amounts of Class A Certificates and Class B Certificates:

<TABLE>
<CAPTION>
PRINCIPAL AMOUNT PRINCIPAL AMOUNT
OF CLASS A OF CLASS B
UNDERWRITERS CERTIFICATES CERTIFICATES
------------ ---------------- ----------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated............................ $ $
Salomon Brothers Inc.................................
--------------- -------------
Total................................................ $ $
=============== =============
</TABLE>

The Underwriting Agreement provides that the obligations of the
Underwriters are subject to certain conditions precedent and that the
Underwriters will be obligated to purchase all the Certificates if any are
purchased.

The Underwriters have advised the Seller that the Underwriters propose
initially to offer the Class A Certificates and Class B Certificates to the
public at the respective public offering prices set forth on the cover page of
this Prospectus, and to certain dealers at such prices less a concession not in
excess of % of the Class A Certificate denominations and % of the Class B
Certificate denominations. The Underwriters may allow and such dealers may
reallow a concession not in excess of % of the Class A Certificate
denominations and % of the Class B Certificate denominations. After the
initial public offering, the public offering prices and such concessions may be
changed.

The Underwriting Agreement provides that the Seller and Fleetwood Credit
will jointly and severally indemnify the Underwriters against certain
liabilities, including liabilities under applicable securities laws, or
contribute to payments the Underwriters may be required to make in respect
thereof.

Upon receipt of a request by an investor who has received an electronic
Prospectus from an Underwriter or a request by such investor's representative
within the period during which there is an obligation to deliver a Prospectus,
the Seller or the Underwriters will promptly deliver, or cause to be delivered,
without charge, a paper copy of the Prospectus.

Until the distribution of the Certificates is completed, rules of the
Commission may limit the ability of the Underwriters and certain selling group
members to bid for and purchase the Certificates. As an exemption to these
rules, the Underwriters are permitted to engage in certain transactions that
stabilize the price of the Certificates. Such transactions consist of bids or
purchases for the purpose of pegging, fixing or maintaining the price of the
Certificates.

Neither the Seller nor either Underwriter makes any representation or
prediction as to the direction or magnitude of any effect that the transactions
described above may have on the prices of the Certificates. In addition, neither
the Seller nor either Underwriter makes any representation that the Underwriters
will engage in such transactions or that such transactions, once commenced, will
not be discontinued without notice.

48
<PAGE> 50

LEGAL OPINIONS

Certain legal matters relating to the Certificates will be passed upon for
the Seller by Timothy M. Hayes, Esq., Vice President and Assistant General
Counsel to Associates First Capital Corporation, the parent company of the
Servicer. Mr. Hayes owns shares of Class A Common Stock of Associates First
Capital Corporation, and has options to purchase additional shares of such Class
A Common Stock. Arter & Hadden, Washington, D.C. will act as special counsel to
the Seller with respect to certain matters relating to the Certificates,
including certain federal income tax matters relating to the Certificates. Brown
& Wood LLP, San Francisco, California will act as counsel for the Underwriters.
Brown & Wood LLP has from time to time represented Fleetwood Credit in certain
matters not related to the offering of the Certificates.

FINANCIAL INFORMATION

The Seller has determined that its financial statements are not material to
the offering made hereby.

49
<PAGE> 51

GLOSSARY OF TERMS

Set forth below is a list of certain of the more significant terms used in
this Prospectus and the pages on which the definitions of such terms may be
found herein.

<TABLE>
<CAPTION>
TERM PAGE
- ---- ----
<S> <C>
Advance..................................................... 24
Agreement................................................... 3
APR......................................................... 4
Available Funds............................................. 25
Benefit Plans............................................... 46
Cede........................................................ 4
Certificate Account......................................... 3
Certificate Owner........................................... 4, 18
Certificateholders.......................................... 5
Certificates................................................ 1, 3
Class A Certificate......................................... 1, 3
Class A Certificate Balance................................. 6, 26
Class A Certificate Owner................................... 4, 18
Class A Certificateholders.................................. 5
Class A Distributable Amount................................ 26
Class A Interest Carryover Shortfall........................ 27
Class A Interest Distributable Amount....................... 26
Class A Pass-Through Rate................................... 4
Class A Percentage.......................................... 3
Class A Pool Factor......................................... 16
Class A Principal Carryover Shortfall....................... 27
Class A Principal Distributable Amount...................... 26
Class B Certificate......................................... 1, 3
Class B Certificate Balance................................. 6, 26
Class B Certificate Owner................................... 4, 18
Class B Certificateholders.................................. 5
Class B Distributable Amount................................ 26
Class B Interest Distributable Amount....................... 26
Class B Interest Carryover Shortfall........................ 27
Class B Pass-Through Rate................................... 4
Class B Percentage.......................................... 3
Class B Principal Carryover Shortfall....................... 27
Class B Principal Distributable Amount...................... 26
Class B Pool Factor......................................... 16
Closing Date................................................ 4
Code........................................................ 41
Collected Interest.......................................... 26
Collected Principal......................................... 26
Collection Period........................................... 6
Commission.................................................. 2
Corporate Trust Office...................................... 35
Dealers..................................................... 4
Defaulted Receivable........................................ 24
Definitive Certificates..................................... 18
Determination Date.......................................... 25
Distribution Dates.......................................... 6
DOL......................................................... 46
DTC......................................................... 4
ERISA....................................................... 9
Event of Default............................................ 32
Excess Amounts.............................................. 7
Final Scheduled Distribution Date........................... 6
</TABLE>

50
<PAGE> 52

<TABLE>
<CAPTION>
TERM PAGE
- ---- ----
<S> <C>
Financed Vehicles........................................... 1, 3
Fleetwood Credit............................................ 1, 3
Fleetwood Enterprises....................................... 10
Funding Period.............................................. 5
Initial Cutoff Date......................................... 3
Initial Financed Vehicles................................... 1, 3
Initial Receivables......................................... 1, 3
IRS......................................................... 41
Mandatory Prepayment........................................ 6
Military Reservist Relief Act............................... 11
Monthly Principal Payment................................... 26
Moody's..................................................... 9
Negative Carry Amount....................................... 25
Non-Reimbursable Payment.................................... 24
Obligors.................................................... 10
Original Class A Certificate Balance........................ 6
Original Class B Certificate Balance........................ 6
Original Pool Balance....................................... 8, 11
Paid-Ahead Period........................................... 14
Paid-Ahead Receivable....................................... 14
Permitted Investments....................................... 23
Pool Balance................................................ 11
Pre-Funded Amount........................................... 5
Pre-Funding Account......................................... 1, 3
Rating Agency............................................... 9
Ratings Effect.............................................. 23
Realized Losses............................................. 26
Receivables................................................. 1, 3
Receivables Purchase Agreement.............................. 4
Record Date................................................. 5
Relief Act Obligor.......................................... 11
Repurchase Amount........................................... 21
Reserve Fund................................................ 7
Schedule of Receivables..................................... 20
Seller...................................................... 1, 3
Servicer.................................................... 1, 3
Servicer Letter of Credit................................... 22
Servicing Fee Rate.......................................... 8
Soldiers' and Sailors' Relief Act........................... 11
Specified Reserve Fund Balance.............................. 7
Standard & Poor's........................................... 9
Subsequent Cutoff Date...................................... 4
Subsequent Financed Vehicles................................ 1, 3
Subsequent Receivables...................................... 1, 3
Subsequent Transfer Date.................................... 5
Transfer Agreement.......................................... 4
Trust....................................................... 1
Trustee..................................................... 3
UCC......................................................... 18
voting interests............................................ 32
</TABLE>

51
<PAGE> 53
- ------------------------------------------------------

NO DEALER, SALESPERSON OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS AND,
IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS
HAVING BEEN AUTHORIZED BY THE SELLER, THE SERVICER OR ANY OF THE UNDERWRITERS.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THOSE
TO WHICH IT RELATES OR AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY,
TO ANY PERSON IN ANY JURISDICTION WHERE SUCH AN OFFER OR SOLICITATION WOULD BE
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION
CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF.

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................... 2
Reports to Certificateholders by the
Trustee............................... 2
Summary................................. 3
Formation of the Trust.................. 10
Property of the Trust................... 10
The Receivables......................... 11
Yield Considerations.................... 16
Pool Factors and Trading Information.... 16
Use of Proceeds......................... 17
The Seller.............................. 17
The Servicer............................ 17
The Certificates........................ 17
Certain Legal Aspects of the
Receivables........................... 35
Certain Federal Income Tax
Consequences.......................... 41
ERISA Considerations.................... 46
Underwriting............................ 48
Legal Opinions.......................... 49
Financial Information................... 49
Glossary of Terms....................... 50
</TABLE>

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

$350,000,000

Fleetwood Credit
1997-B Grantor Trust

$337,750,000

% Asset Backed Certificates,
Class A

$12,250,000

% Asset Backed Certificates,
Class B

Fleetwood Credit
Receivables Corp.,
Seller

Fleetwood Credit Corp.,
Servicer and
a wholly owned subsidiary of

Associates First Capital Corporation
---------------------------

PROSPECTUS
---------------------------
MERRILL LYNCH & CO.

SALOMON BROTHERS INC

SEPTEMBER , 1997

- ------------------------------------------------------
<PAGE> 54

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Expenses in connection with the offering of the Certificates being
registered herein (other than the SEC registration fee) are estimated as
follows:

<TABLE>
<S> <C>
SEC registration fee........................................ $106,060.60
Legal fees and expenses..................................... 40,000.00
Accounting fees and expenses................................ 25,000.00
Blue sky fees and expenses.................................. 12,500.00
Rating agency fees.......................................... 125,000.00
Trustee's fees and expenses................................. 10,000.00
Printing.................................................... 35,000.00
Miscellaneous............................................... 6,439.40
-----------
Total............................................. $360,000.00
===========
</TABLE>

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 317(b) of the California Corporations Code (the "Corporations
Code") provides that a corporation may indemnify any person who was or is a
party or is threatened to be made a party to any "proceeding" (as defined in
Section 317(a) of the Corporations Code), other than an action by or in the
right of the corporation to procure a judgment in its favor, by reason of the
fact that such person is or was a director, officer, employee or other agent of
the corporation (collectively, an "Agent"), against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with such proceeding if the Agent acted in good faith and in a manner the Agent
reasonably believed to be in the best interest of the corporation and, in the
case of a criminal proceeding, had no reasonable cause to believe the conduct
was unlawful.

Section 317(c) of the Corporations Code provides that a corporation shall
have power to indemnify any Agent who was or is a party or is threatened to be
made a party to any threatened, pending or completed action by or in the right
of the corporation to procure a judgment in its favor by reason of the fact that
such person is or was an Agent, against expenses actually and reasonably
incurred by the Agent in connection with the defense or settlement of such
action if the Agent acted in good faith and in a manner such Agent believed to
be in the best interest of the corporation and its shareholders.

Section 317(c) further provides that no indemnification may be made
thereunder for any of the following: (i) in respect of any claim, issue or
matter as to which the Agent shall have been adjudged to be liable to the
corporation, unless and only to the extent that the court in which such
proceeding is or was pending shall determine that such Agent is fairly and
reasonably entitled to indemnity for expenses, (ii) of amounts paid in settling
or otherwise disposing of a pending action without court approval and (iii) of
expenses incurred in defending a pending action which is settled or otherwise
disposed of without court approval.

Section 317(d) of the Corporations Code requires that an Agent be
indemnified against expenses actually and reasonably incurred to the extent the
Agent has been successful on the merits in the defense of proceedings referred
to in subdivisions (b) or (c) of Section 317.

Except as provided in Section 317(d), and pursuant to Section 317(e),
indemnification under Section 317 shall be made by the corporation only if
specifically authorized and upon a determination that indemnification is proper
in the circumstances because the Agent has met the applicable standard of
conduct set forth in Section 317(b) or (c), by any of the following: (i) a
majority vote of a quorum consisting of directors who are not parties to the
proceeding, (ii) if such a quorum of directors is not obtainable, by

II-1
<PAGE> 55

independent legal counsel in a written opinion, (iii) approval of the
shareholders, provided that any shares owned by the Agent may not vote thereon,
or (iv) the court in which such proceeding is or was pending.

Pursuant to Section 317(f) of the Corporations Code, the corporation may
advance expenses incurred in defending any proceeding upon receipt of an
undertaking by the Agent to repay such amount if it is ultimately determined
that the Agent is not entitled to be indemnified.

Section 317(h) provides, with certain exceptions, that no indemnification
shall be made under Section 317 where it appears that it would be inconsistent
with a provision of the corporation's articles, bylaws, a shareholder resolution
or an agreement which prohibits or otherwise limits indemnification, or where it
would be inconsistent with any condition expressly imposed by a court in
approving a settlement.

Section 317(i) authorizes a corporation to purchase and maintain insurance
on behalf of an Agent for liabilities arising by reason of the Agent's status,
whether or not the corporation would have the power to indemnify the Agent
against such liability under the provisions of Section 317.

Reference is also made to Section 7 of the Underwriting Agreement between
the Underwriters named therein and the Registrant and Fleetwood Credit Corp.
(see Exhibit 1.1), which provides for indemnification of the Registrant under
certain circumstances.

Article IX of the Articles of Incorporation of the Registrant provides for
the indemnification of the officers and directors of the Registrant to the
fullest extent permissible under California law.

Article IV, Section 4.01 of the Bylaws of the Registrant (see Exhibit 3.2)
requires that the Registrant indemnify, and, in certain instances, advance
expenses to, its agents, with respect to certain costs, expenses, judgments,
fines, settlements and other amounts incurred in connection with any proceeding,
to the full extent permitted by applicable law.

In addition, Article IV, Section 4.03 of the Bylaws of the Registrant
authorizes the Registrant to purchase and maintain insurance to the extent
provided by Section 3.17(i) of the Corporations Code.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.

Not applicable.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

A. EXHIBITS:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<C> <S>
1.1 Form of Underwriting Agreement
3.1+ Articles of Incorporation of Fleetwood Credit Receivables
Corp.(3.1)
3.2+ Bylaws of Fleetwood Credit Receivables Corp.(3.2)
4.1 Form of Pooling and Servicing Agreement among Fleetwood
Credit Receivables Corp., as Seller, Fleetwood Credit Corp.,
as Servicer, and , as Trustee
(including forms of Class A Certificate and Class B
Certificate)
4.2 Form of Standard Terms and Conditions of Pooling and
Servicing Agreement
5.1 Opinion of Timothy M. Hayes, Esq. with respect to legality
8.1 Opinion of Arter & Hadden with respect to tax matters
10.1 Form of Receivables Purchase Agreement
23.1 Consent of Timothy M. Hayes, Esq. (included in Exhibit 5.1)
23.2 Consent of Arter & Hadden (included in Exhibit 8.1)
24.1* Power of Attorney
</TABLE>

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

* Previously filed.

+ Incorporated by reference to the exhibit in parenthesis in the Company's Form
S-1 Registration Statement No. 333-10835 originally filed August 26, 1996.

II-2
<PAGE> 56

B. FINANCIAL STATEMENT SCHEDULES:

Not applicable.

ITEM 17. UNDERTAKINGS.

The undersigned Registrant hereby undertakes as follows:

(a) To provide to the Underwriters at the closing date specified in
the Underwriting Agreement certificates in such denominations and
registered in such names as required by the Underwriters to provide prompt
delivery to each purchaser.

(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Act") may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of such Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.

(c) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Act will be deemed to be part of this registration
statement as of the time it was declared effective.

(d) For purposes of determining any liability under the Act, each
post-effective amendment that contains a form of prospectus will be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time will be deemed to
be the initial bona fide offering thereof.

II-3
<PAGE> 57

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 1 to this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Irving and State of Texas, on the 2nd day of September, 1997.

FLEETWOOD CREDIT RECEIVABLES CORP.

By /s/ MARVIN T. RUNYON, III
------------------------------------
Marvin T. Runyon, III
Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 1 to this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>

/s/ DOY B. HENLEY* Director September 2, 1997
- -----------------------------------------------------
Doy B. Henley

/s/ HAROLD D. MARSHALL* Director and President September 2, 1997
- ----------------------------------------------------- (Principal Executive
Harold D. Marshall Officer)

/s/ JAMES W. PARKER* Director September 2, 1997
- -----------------------------------------------------
James W. Parker

/s/ LAWRENCE F. PITTROFF* Director and Senior Vice September 2, 1997
- ----------------------------------------------------- President
Lawrence F. Pittroff

/s/ ROY A. GUTHRIE* Executive Vice President and September 2, 1997
- ----------------------------------------------------- Chief Financial Officer
Roy A. Guthrie

/s/ DENNIS J. MANDICK* Executive Vice President and September 2, 1997
- ----------------------------------------------------- Controller (Principal
Dennis J. Mandick Accounting Officer)

*By /s/ MARVIN T. RUNYON, III
------------------------------------------------
Marvin T. Runyon, III
Attorney-in-Fact

</TABLE>

II-4
<PAGE> 58

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER
-------
<C> <S>
1.1 Form of Underwriting Agreement
3.1+ Articles of Incorporation of Fleetwood Credit Receivables
Corp.(3.1)
3.2+ Bylaws of Fleetwood Credit Receivables Corp.(3.2)
4.1 Form of Pooling and Servicing Agreement among Fleetwood
Credit Receivables Corp., as Seller, Fleetwood Credit Corp.,
as Servicer, and , as Trustee
(including forms of Class A Certificate and Class B
Certificate)
4.2 Form of Standard Terms and Conditions of Pooling and
Servicing Agreement
5.1 Opinion of Timothy M. Hayes, Esq. with respect to legality
8.1 Opinion of Arter & Hadden with respect to tax matters
10.1 Form of Receivables Purchase Agreement
23.1 Consent of Timothy M. Hayes, Esq. (included in Exhibit 5.1)
23.2 Consent of Arter & Hadden (included in Exhibit 8.1)
24.1* Power of Attorney
</TABLE>

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

* Previously filed.

+ Incorporated by reference to the exhibit in parenthesis in the Company's Form
S-1 Registration Statement No. 333-10835 originally filed August 26, 1996.

<PAGE> 1

EXHIBIT 1.1

Brown & Wood LLP
Draft of
9/2/97

$__________

FLEETWOOD CREDIT 1997-B GRANTOR TRUST

_____% ASSET BACKED CERTIFICATES, CLASS A
_____% ASSET BACKED CERTIFICATES, CLASS B

UNDERWRITING AGREEMENT

September __, 1997

Merrill Lynch & Co.
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
as Representative of
the several Underwriters
World Financial Center
North Tower
New York, New York 10281

Dear Sirs:

1. Introductory. Fleetwood Credit Receivables Corp., a
California corporation (the "Seller") and a wholly owned subsidiary of
Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"), proposes
to sell to Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("Merrill Lynch") and Salomon Brothers Inc (the "Underwriters"),
acting severally and not jointly, for whom Merrill Lynch is acting as
representative (in such capacity, the "Representative"), $__________ aggregate
principal amount of _____% Asset Backed Certificates, Class A (the "Class A
Certificates") and $__________ aggregate principal amount of _____% Asset
Backed Certificates, Class B (the "Class B Certificates" and, together with the
Class A Certificates, the "Certificates") of the Fleetwood Credit 1997-B
Grantor Trust (the "Trust"). The Certificates will be issued pursuant to a
pooling and servicing agreement, dated as of September 1, 1997 (the "Pooling
and Servicing Agreement"), among the Seller, Fleetwood Credit, as servicer (in
such capacity, the "Servicer"), and The Chase Manhattan Bank, as trustee (the
"Trustee"). The Class B Certificates will be subordinated to the Class A
Certificates to the limited extent described in the Pooling and Servicing
Agreement. This Underwriting Agreement shall hereinafter be

<PAGE> 2

referred to as "this Agreement." Capitalized terms used herein and not
otherwise defined shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement.

Each Certificate will represent a fractional undivided interest in the
Trust. The assets of the Trust will include, among other things, a pool (the
"Receivables Pool") of simple interest retail installment sale contracts (the
"Initial Receivables") secured by the new and used recreational vehicles
financed thereby (the "Initial Financed Vehicles"), certain monies due under
the Receivables on and after September 1, 1997 (the "Initial Cutoff Date") and
amounts on deposit in a trust account (the "Pre-Funding Account"), in each case
as more fully described in the Prospectus, as defined below. The Initial
Receivables will be sold by Fleetwood Credit to the Seller pursuant to a
receivables purchase agreement, dated as of September 1, 1997 (the "Receivables
Purchase Agreement"), between Fleetwood Credit and the Seller, and the Seller
in turn will sell the Initial Receivables to the Trust pursuant to the Pooling
and Servicing Agreement. From time to time during the Funding Period pursuant
to the Receivables Purchase Agreement, Fleetwood Credit will be obligated to
sell, and the Seller will be obligated to purchase, additional simple interest
retail installment sale contracts (the "Subsequent Receivables" and, together
with the Initial Receivables, the "Receivables") secured by the new and used
recreational vehicles financed thereby (the "Subsequent Financed Vehicles" and,
together with the Initial Financed Vehicles, the "Financed Vehicles"), which
Subsequent Receivables will be described in one or more agreements among
Fleetwood Credit, the Seller and the Trustee (each, a "Transfer Agreement"),
dated as of the related date of transfer (each, a "Subsequent Transfer Date").
The Subsequent Receivables will in turn be sold by the Seller to the Trust
pursuant to the Pooling and Servicing Agreement and the related Transfer
Agreement. The maximum aggregate principal amount of Subsequent Receivables to
be sold during the Funding Period by Fleetwood Credit to the Seller and by the
Seller to the Trust is $__________.

2. Representations and Warranties of the Seller and Fleetwood
Credit.

(a) The Seller represents and warrants to, and agrees with, each
Underwriter that:

(i) A registration statement on Form S-1 (No. 333-33745),
including a form of prospectus, relating to the Certificates has been
filed with the Securities and Exchange Commission (the "Commission")
and either (1) has been declared effective under the Securities Act of
1933, as amended (the "Act"), and is not proposed to be amended or (2)
is proposed to be amended by amendment or post-effective amendment.
If the Seller does not propose to amend the registration statement and
if any post-effective amendment to such registration statement has
been filed with the Commission prior to the execution and delivery of
this Agreement, the most recent post-effective amendment has been
declared effective by the Commission. For purposes of this Agreement,
"Effective Time" means (1) if the Seller has advised the Underwriters
that it does not propose to amend the registration statement, the date
and time as of which such registration statement, or the most recent
post-effective amendment thereto (if any) filed prior to the execution
and delivery of this Agreement, was declared effective by the
Commission or (2) if the Seller has advised the Underwriters that it
proposes to file an amendment or post-effective amendment to the

2
<PAGE> 3
registration statement, the date and time as of which such
registration statement, as amended by such amendment or post-effective
amendment, as the case may be, is declared effective by the
Commission. "Effective Date" means the date of the Effective Time.
The registration statement, as amended at the Effective Time,
including all information (if any) deemed to be a part of such
registration statement as of the Effective Time pursuant to Rule
430A(b) under the Act, and including the exhibits thereto, is
hereinafter referred to as the "Registration Statement," and the form
of prospectus relating to the Certificates, as first filed with the
Commission pursuant to and in accordance with Rule 424(b) under the
Act ("Rule 424(b)"), or (if no such filing is required) as included in
the Registration Statement, is hereinafter referred to as the
"Prospectus."

(ii) If the Effective Time is prior to the execution and
delivery of this Agreement: (1) on the Effective Date, the
Registration Statement conformed, and on the date of this Agreement
the Registration Statement will conform, in all material respects with
the requirements of the Act and the rules and regulations of the
Commission promulgated under the Act (the "Rules and Regulations"),
and at such times did not include any untrue statement of a material
fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and (2) on
the date of this Agreement, at the time of filing of the Prospectus
pursuant to Rule 424(b) and at the Closing Date, the Prospectus will
conform in all material respects to the requirements of the Act and
the Rules and Regulations, and does not include and will not include
any untrue statement of a material fact and does not omit and will not
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading. If the Effective Time is subsequent to the
execution and delivery of this Agreement: (1) on the Effective Date,
the Registration Statement and the Prospectus will conform in all
material respects to the requirements of the Act and the Rules and
Regulations and the Registration Statement will not include any untrue
statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements
therein not misleading, (2) at the Effective Date and at the Closing
Date the Prospectus will not include any untrue statement of a
material fact or omit to state any material fact necessary in order to
make the statements therein, in the light of the circumstances under
which they were made, not misleading, and (3) the Prospectus delivered
to the Underwriters for use in connection with this offering was
identical to the electronically transmitted copy thereof filed with
the Commission pursuant to its Electronic Data Gathering, Analysis and
Retrieval system, except to the extent permitted by Regulation S-T.
The two immediately preceding sentences do not apply to statements in
or omissions from the Registration Statement or Prospectus in reliance
upon and in conformity with written information furnished to the
Seller by the Underwriters specifically for use therein.

(iii) This Agreement has been duly authorized, executed and
delivered by the Seller.

3
<PAGE> 4

(iv) As of the Closing Date, the representations and
warranties of the Seller in the Pooling and Servicing Agreement will
be true and correct and as of each Subsequent Transfer Date, the
representations and warranties of the Seller in the Pooling and
Servicing Agreement and in the related Transfer Agreement will be true
and correct.

(b) Fleetwood Credit represents and warrants to, and agrees with,
each Underwriter that:

(i) This Agreement has been duly authorized, executed and
delivered by Fleetwood Credit.

(ii) As of the Closing Date, the representations and
warranties of the Servicer in the Pooling and Servicing Agreement will
be true and correct and as of each Subsequent Transfer Date, the
representations and warranties of the Servicer in the Pooling and
Servicing Agreement and in the related Transfer Agreement will be true
and correct.

3. Purchase, Sale and Delivery of Certificates. On the basis of
the representations, warranties and agreements herein contained, but subject to
the terms and conditions herein set forth, the Seller agrees to sell to the
Underwriters, and the Underwriters, acting severally and not jointly, agree to
purchase from the Seller, the respective principal amounts of Class A
Certificates and Class B Certificates set forth opposite the names of the
Underwriters in Schedule A hereto. The Certificates are to be purchased at a
purchase price equal to, in the case of (i) the Class A Certificates,
__________% of the aggregate principal amount thereof and (ii) the Class B
Certificates, __________% of the aggregate principal amount thereof.

The Seller will deliver the Certificates to the Underwriters against
payment of the respective purchase price therefor in immediately available
funds to the order of the Seller at the office of Brown & Wood LLP, 555
California Street, San Francisco, California, at 10:00 A.M., New York City
time, on September __, 1997, or at such other time not later than seven full
Business Days thereafter as the Underwriters and the Seller determine, such
time being herein referred to as the "Closing Date." Each Class of
Certificates will be initially represented by one certificate registered in the
name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (the
"DTC Certificates"). The interests of beneficial owners of the DTC
Certificates will be represented by book entries on the records of DTC and
participating members thereof. Definitive certificates evidencing the Class A
Certificates or the Class B Certificates will be available only under the
limited circumstances specified in the Pooling and Servicing Agreement.

Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), the Seller and the Underwriters have agreed
that the Closing Date will be not less than five business days following the
date hereof.

4. Offering by the Underwriters. It is understood that the
Underwriters propose to offer the Certificates for sale to the public as set
forth in the Prospectus.

4
<PAGE> 5
5. Certain Agreements of the Seller and Fleetwood Credit. Each
of the Seller and Fleetwood Credit, as the case may be, covenants and agrees
with each Underwriter that:

(a) If the Effective Time is prior to the execution and
delivery of this Agreement, the Seller will file the Prospectus with
the Commission pursuant to and in accordance with subparagraph (1)
(or, if applicable and if consented to by the Underwriters,
subparagraph (4)) of Rule 424(b) not later than the earlier of (i) the
second business day following the execution and delivery of this
Agreement or (ii) the fifth business day after the Effective Date.
The Seller will advise the Underwriters promptly of any such filing
pursuant to Rule 424(b).

(b) The Seller will advise the Underwriters promptly of
any proposal to amend or supplement the registration statement as
filed or the related prospectus or the Registration Statement or the
Prospectus and will not effect any such amendment or supplement
without the consent of the Underwriters, which consent will not
unreasonably be withheld; and the Seller will also advise the
Underwriters promptly of the effectiveness of the Registration
Statement (if the Effective Time is subsequent to the execution and
delivery of this Agreement) and of any amendment or supplement of the
Registration Statement or the Prospectus and of the institution by the
Commission of any stop order proceedings in respect of the
Registration Statement and will use its best efforts to prevent the
issuance of any such stop order and to obtain as soon as possible its
lifting, if issued.

(c) 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 Prospectus as then amended or
supplemented would include an untrue statement of a material fact or
omit to state any material fact necessary in order to make the
statements therein, in the light of the circumstances under which they
were made, not misleading, or if it is necessary at any time to amend
or supplement the Prospectus to comply with the Act, the Seller
promptly will prepare and file, or cause to be prepared and filed,
with the Commission an amendment or supplement which will correct such
statement or omission, or an amendment or supplement which will effect
such compliance. Neither the consent of the Underwriters to, nor the
delivery by the Underwriters of, any such amendment or supplement
shall constitute a waiver of any of the conditions set forth in
Section 6 hereof.

(d) As soon as practicable, but not later than 16 months
after the effective date of the Registration Statement, the Seller
will cause the Trustee to make generally available to holders of the
Certificates an earnings statement with respect to the Trust covering
a period of at least 12 months beginning after the Effective Date
which will satisfy the provisions of Section 11(a) of the Act
(including, at the option of the Seller, Rule 158 promulgated
thereunder).

(e) The Seller will furnish to the Underwriters copies of
the Registration Statement (at least two of which will be signed and
will include all exhibits), each related preliminary prospectus, the
Prospectus and all amendments and supplements to

5
<PAGE> 6
such documents, in each case as soon as available and in such
quantities as the Underwriters may reasonably request.

(f) The Seller will arrange for the qualification of the
Certificates for sale under the laws of such jurisdictions in the
United States as the Underwriters may reasonably designate and will
continue such qualifications in effect so long as required for the
distribution of the Certificates, provided that the Seller shall not
be obligated to qualify to do business nor become subject to service
of process generally, but only to the extent required for such
qualification, in any jurisdiction in which it is not currently so
qualified.

(g) For a period from the date of this Agreement until
the retirement of all of the Certificates, or until such time as the
Underwriters shall cease to maintain a secondary market in either
Class of Certificates, whichever occurs first, the Seller will deliver
to the Underwriters the annual statements of compliance and the annual
independent certified public accountants' reports furnished to the
Trustee pursuant to Article Thirteen of the Pooling and Servicing
Agreement, as soon as such statements and reports are furnished to the
Trustee.

(h) So long as any of the Certificates are outstanding,
the Seller or Fleetwood Credit, as the case may be, shall furnish to
the Underwriters, as soon as practicable, (i) all documents required
to be distributed to holders of either Class of Certificates (or
available at such holders' request) or filed with the Commission
pursuant to the Exchange Act, or any order of the Commission
thereunder and (ii) from time to time, any other information
concerning the Seller or Fleetwood Credit filed with any government or
regulatory authority which is otherwise publicly available, as the
Underwriters may reasonably request.

(i) Whether or not the transactions contemplated by this
Agreement are consummated, the Seller and Fleetwood Credit will,
subject to the provisions of Section 8 hereof, pay all expenses
incident to the performance of their respective obligations under this
Agreement, including without limitation, expenses incident to the
printing, reproduction and distribution of the registration statement
as originally filed with the Commission and all amendments thereto,
any fees charged by Moody's Investors Service, Inc. ("Moody's") and
Standard & Poor's Ratings Services ("Standard & Poor's" and, together
with Moody's, the "Rating Agencies") for the rating of the Class A
Certificates and the Class B Certificates, the fees of DTC in
connection with the book-entry registration of the Class A
Certificates and the Class B Certificates and reasonable expenses
incurred in distributing preliminary prospectuses and the Prospectus
(including any amendments and supplements thereto) and will reimburse
the Underwriters for all reasonable expenses incurred in connection
with the initial qualification of the Certificates for sale under the
laws of such jurisdictions in the United States as the Underwriters
may designate, including, but not limited to, fees of counsel and
disbursements incurred by such counsel in connection therewith.

6
<PAGE> 7

(j) On or before the Closing Date with respect to the
Initial Receivables, and on or before each Subsequent Transfer Date
with respect to the Subsequent Receivables to be transferred to the
Trust on such date, the Seller and Fleetwood Credit shall cause their
respective computer records to be marked relating to the Receivables
to show the Trust's absolute ownership of the Receivables, and from
and after the Closing Date or such Subsequent Transfer Date, as the
case may be, Fleetwood Credit Receivables Corp., as Seller, and
Fleetwood Credit, as Servicer, shall not take any action inconsistent
with the Trust's ownership of the Receivables, other than as permitted
by the Pooling and Servicing Agreement.

(k) To the extent, if any, that the rating provided with
respect to the Class A Certificates or the Class B Certificates by
either Rating Agency is conditional upon the furnishing of documents
or the taking of any other actions by the Seller or Fleetwood Credit,
the Seller or Fleetwood Credit, as the case may be, shall furnish such
documents and take any such other actions.

(l) In the event the Servicer obtains a Servicer Letter
of Credit pursuant to the Pooling and Servicing Agreement, the Seller
and the Servicer shall cause the Underwriters to receive:

(i) A copy of the Servicer Letter of Credit.

(ii) An original of the servicer letter of credit
reimbursement agreement (the "Reimbursement Agreement")
between the Servicer and the letter of credit bank named
therein (the "Letter of Credit Bank") pursuant to which the
Servicer Letter of Credit was issued.

(iii) An original of any amendment to the Pooling
and Servicing Agreement relating to the obtaining of the
Servicer Letter of Credit.

(iv) An opinion of Timothy M. Hayes, Esq., Senior
Vice President and Assistant General Counsel of Fleetwood
Credit, dated the date of issuance of the Servicer Letter of
Credit (the "Issuance Date") and satisfactory in form and
substance to the Underwriters and counsel for the
Underwriters, and substantially to the effect of clauses (i),
(v), (viii), (ix) and (x) of Section 6(f) hereof,
appropriately modified to relate to the Reimbursement
Agreement.

(v) An opinion of counsel to the Letter of Credit
Bank, satisfactory in form and substance to the Underwriters
and counsel for the Underwriters, dated the Issuance Date and
substantially to the effect that:

(A) The Letter of Credit Bank is duly
organized as a corporation and is validly existing
under the laws of the country of its organization,
and has the full power and authority (corporate and
other) to issue, and to take all action required of
it under, the Servicer Letter of Credit.

7
<PAGE> 8
(B) The execution, delivery and
performance by the Letter of Credit Bank of the
Servicer Letter of Credit and the Reimbursement
Agreement have been duly authorized by all necessary
corporate action on the part of the Letter of Credit
Bank.

(C) The execution, delivery and
performance by the Letter of Credit Bank of the
Servicer Letter of Credit and the Reimbursement
Agreement do not require the consent or approval of,
the giving of notice to, the 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 effected.

(D) The Servicer Letter of Credit and
the Reimbursement Agreement have been duly
authorized, executed and delivered by the Letter of
Credit Bank and constitute legal, valid and binding
obligations of the Letter of Credit Bank, enforceable
against the Letter of Credit Bank in accordance with
their respective terms (subject, as to enforcement,
to bankruptcy, reorganization, insolvency, moratorium
and other laws affecting creditors' rights generally
and to general equity principles).

(E) The Servicer Letter of Credit is not
required to be registered under the Act in connection
with the offer and sale of the Certificates in the
manner contemplated by the Prospectus.

In rendering such opinion, such counsel may rely as to all
matters of the law of the country of organization of the
Letter of Credit Bank upon counsel satisfactory to the
Underwriters and counsel for the Underwriters.

(vi) A certificate, dated the Issuance Date, of
the President or any Vice President of the Letter of Credit
Bank to the effect that, among other things, since the date of
this Agreement, there has been no material adverse change in
the condition, financial or otherwise, or in the earnings,
business affairs or business prospects, of the Letter of
Credit Bank.

(vii) A letter from each Rating Agency, to the
extent required by the Pooling and Servicing Agreement, to the
effect that the obtaining of the Servicer Letter of Credit, in
and of itself, would not cause its rating of either Class of
Certificates to be reduced, withdrawn or modified.

6. Conditions of the Obligations of the Underwriters. The
obligation of the Underwriters to purchase and pay for the Certificates will be
subject to the accuracy of the respective representations and warranties on the
part of the Seller and Fleetwood Credit herein, to the accuracy of the
statements of the respective officers of the Seller and Fleetwood Credit made
pursuant to the provisions hereof, to the performance by the Seller and

8
<PAGE> 9
Fleetwood Credit of their respective obligations hereunder and to the following
additional conditions precedent:

(a) The Underwriters and the Seller shall have received
from Coopers & Lybrand L.L.P., independent public accountants
("Coopers & Lybrand") (i) on the date of this Agreement, a letter,
dated as of such date, substantially in the form of the draft to which
the Underwriters have previously agreed, and (ii) on the Closing Date,
a letter, dated as of the Closing Date, updating the letter referred
to in clause (i) above, which letters shall in each case be in form
and substance satisfactory to the Underwriters and counsel for the
Underwriters.

(b) If the Effective Time is not prior to the execution
and delivery of this Agreement, the Effective Time shall have occurred
not later than 10:00 P.M., New York City time, on the date of this
Agreement or such later date as shall have been consented to by the
Underwriters. If the Effective Time is prior to the execution and
delivery of this Agreement, the Prospectus shall have been filed with
the Commission in accordance with the Rules and Regulations and
Section 5(a) hereof. Prior to the Closing Date, no stop order
suspending the effectiveness of the Registration Statement shall have
been issued and no proceedings for that purpose shall have been
instituted or, to the knowledge of the Seller or the Underwriters,
shall be contemplated by the Commission.

(c) The Underwriters shall have received an officer's
certificate dated the Closing Date by the President, any Vice
President, the Treasurer or the Secretary of (i) the Seller
representing and warranting to the Underwriters that, as of the
Closing Date, the representations and warranties of the Seller in the
Pooling and Servicing Agreement are true and correct and (ii)
Fleetwood Credit representing and warranting that, as of the Closing
Date, the representations and warranties of Fleetwood Credit in the
Pooling and Servicing Agreement are true and correct.

(d) The Underwriters shall have received an opinion of
Timothy M. Hayes, Esq., Senior Vice President and Assistant General
Counsel to the Seller, or, insofar as such matters relate to
California law, Mitchell, Silberberg & Knupp LLP, addressed to the
Underwriters, the Rating Agencies and the Trustee, dated the Closing
Date and satisfactory in form and substance to the Underwriters and
counsel for the Underwriters, substantially to the effect that:

(i) The Seller has been duly incorporated and is
validly existing as a corporation in good standing under the
laws of the State of California with full power and authority
(corporate and other), and has obtained all necessary licenses
and approvals, to own its properties and conduct its business
as presently conducted by it, and to enter into and perform
its obligations under the Pooling and Servicing Agreement and
the Receivables Purchase Agreement (collectively, the "Basic
Documents"), this Agreement and the Certificates, and,
assuming no change in law or factual circumstance (as
confirmed in the Officer's Certificates to be delivered as of
each Subsequent Transfer Date), will

9
<PAGE> 10

have such power and authority with regard to each Transfer
Agreement, and had at all relevant times, now has, and on each
Subsequent Transfer Date will have, the power, authority and
legal right to acquire, own and sell the Initial Receivables
and the Subsequent Receivables.

(ii) The Seller has obtained all necessary
licenses and approvals to conduct its business as presently
conducted in California and does not currently conduct
business in any other state in which a Receivable was
originated and does not need any licenses or approvals from
any of such other states for purposes of the transactions
contemplated by the Basic Documents, each Transfer Agreement
and this Agreement.

(iii) This Agreement has been duly authorized,
executed and delivered by the Seller and constitutes the
legal, valid and binding agreement of the Seller, enforceable
in accordance with its terms, except that (A) the
enforceability hereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights, (B)
the remedies of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceeding
therefor may be brought and (C) rights to indemnity and
contribution hereunder may be limited by federal or state
securities laws or the public policies underlying such laws.

(iv) Each Basic Document has been and, assuming no
change in law or factual circumstance (as confirmed in the
Officer's Certificates to be delivered as of each Subsequent
Transfer Date), each Transfer Agreement will be, duly
authorized, executed and delivered by the Seller and
constitutes the legal, valid and binding obligation of the
Seller, enforceable in accordance with its terms, except that
(A) the enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights and
(B) the remedies of specific performance and injunctive and
other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceeding therefor may be brought.

(v) At the time of execution and delivery of the
Pooling and Servicing Agreement, the Seller had the power and
authority to transfer the Initial Receivables and such other
property being transferred to the Trustee pursuant to the
Pooling and Servicing Agreement and to cause the Certificates
to be sold and transferred to the Underwriters.

(vi) The Registration Statement has become
effective under the Act, and, 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 are pending or
contemplated under the Act, and the Registration Statement and
the Prospectus, and each amendment or

10
<PAGE> 11
supplement thereto, as of their respective effective or issue
dates, complied as to form in all material respects with the
requirements of the Act and the Rules and Regulations; such
counsel has no reason to believe that either the Registration
Statement, at the Effective Time, or any such amendment or
supplement, as of its effective date, 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 Prospectus, at
the date of this Agreement, or any such amendment or
supplement, as of its respective date, or at the Closing Date,
included or includes an untrue statement of a material fact or
omitted 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; it
being understood that such counsel need express no opinion as
to the financial statements or other financial or statistical
data contained in the Registration Statement or the
Prospectus.

(vii) Neither the transfer of the Initial
Receivables or the Subsequent Receivables to the Trustee
acting on behalf of the Trust, nor the assignment of the
security interest of the Seller in the Financed Vehicles, nor
the issuance and delivery of the Certificates, nor the sale of
the Certificates, nor the execution and delivery of the Basic
Documents, this Agreement, or, assuming no change in law or
factual circumstance (as confirmed in the Officer's
Certificates to be delivered as of each Subsequent Transfer
Date), any Transfer Agreement, nor the consummation of any
other of the transactions contemplated herein or in the Basic
Documents or in any Transfer Agreement, or the fulfillment of
the terms of the Certificates, the Basic Documents or this
Agreement by the Seller will conflict with, or result in a
breach, violation or acceleration of, or constitute a default
under, any term or provision of the articles of incorporation
or bylaws of the Seller or, to the best knowledge of such
counsel, of any indenture or other agreement or instrument to
which the Seller is a party or by which it is bound or any of
its properties may be subject, or result in a violation of or
contravene the terms of any statute, order or regulation
applicable to the Seller of any court, regulatory body,
administrative agency or governmental body having jurisdiction
over the Seller or its properties.

(viii) The Certificates have been duly and validly
authorized and, when executed, authenticated and delivered to
the Underwriters as specified in the Pooling and Servicing
Agreement against payment of the consideration therefor
determined in accordance with this Agreement, will be duly and
validly issued and outstanding and will be entitled to the
benefits of the Pooling and Servicing Agreement.

(ix) The Seller has, and pursuant to the Pooling
and Servicing Agreement is transferring to the Trustee acting
on behalf of the Trust, ownership of the Initial Receivables,
in each case free and clear of any and all

11
<PAGE> 12

other assignments, encumbrances, options, rights, claims,
liens or security interests that may affect the rights of the
Seller or the Trustee in and to such Receivables; provided,
however, that (A) such counsel need express no opinion with
respect to the enforceability of any individual Receivable or
the existence of any claims, rights or other matters that are
not of record in favor of the related Obligor or the owner of
the related Financed Vehicle, (B) such opinion may be limited
to the extent that any one or more of the Initial Receivables
could be subject to claims of creditors of the dealers that
may have originated certain of the Initial Receivables to the
extent such creditors can claim the benefits of a security
interest in such Receivables either by reason of the filing of
a financing statement with respect to chattel paper of such
dealer or as proceeds from the sale of inventory in which such
creditor had a security interest, (C) such opinion may be
further limited to the extent that any such transfer may be
subject to the rights of other persons who take, or have
taken, possession of any of the Initial Receivables without
knowledge of the transfer to the Trustee and (D) such counsel
need express no opinion as to the existence of tax liens,
mechanics' liens or other security interests and liens that
are not of record.

(x) The Certificates, each Basic Document, the
form of Transfer Agreement attached as an exhibit to the
Pooling and Servicing Agreement and this Agreement each
conform in all material respects with the description thereof
contained in the Registration Statement and the Prospectus.

(xi) The statements in the Registration Statement
and Prospectus under the heading "Certain Legal Aspects of the
Receivables," to the extent that they constitute matters of
law or legal conclusions with respect thereto, have been
prepared or reviewed by such counsel and are correct in all
material respects.

(xii) The Pooling and Servicing Agreement is not
required to be qualified under the Trust Indenture Act of
1939, as amended, and the Trust created by the Pooling and
Servicing Agreement is not required to be registered under the
Investment Company Act of 1940, as amended.

(xiii) No consent, approval, authorization or order
of any court or governmental agency or body is required for
the consummation by the Seller of the transactions
contemplated in this Agreement, the Basic Documents or any
Transfer Agreement except such as may be required under
federal or state securities laws in connection with the
purchase by the Underwriters of the Certificates, filings with
respect to the transfer of the Receivables to Fleetwood
Credit, filings with respect to the transfer of the
Receivables by Fleetwood Credit to the Seller pursuant to the
Receivables Purchase Agreement and the related Transfer
Agreement, and by the Seller to the Trustee pursuant to the
Pooling and Servicing Agreement and the related Transfer
Agreement and such other approvals as have been obtained.

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<PAGE> 13

(xiv) There are no actions, proceedings or
investigations pending or, to the best knowledge of such
counsel after due inquiry, threatened before any court,
administrative agency or other tribunal (A) asserting the
invalidity of this Agreement, any Basic Document, any Transfer
Agreement or the Certificates, (B) seeking to prevent the
issuance of the Certificates or the consummation of any of the
transactions contemplated by this Agreement, the Basic
Documents or any Transfer Agreement, (C) that might materially
and adversely affect the performance by the Seller of its
obligations under, or the validity or enforceability of, this
Agreement, any Basic Document, any Transfer Agreement or the
Certificates or (D) seeking to adversely affect the federal
income tax attributes of the Certificates as described in the
Prospectus under the heading "Certain Federal Income Tax
Consequences."

(e) The Underwriters shall have received an opinion of
Timothy M. Hayes, Esq., Senior Vice President and Assistant General
Counsel of Fleetwood Credit, or, insofar as such matters relate to
California law, such other counsel acceptable to the Underwriters,
addressed to the Underwriters, the Rating Agencies and the Trustee,
dated the Closing Date and satisfactory in form and substance to the
Underwriters and counsel for the Underwriters, and substantially to
the effect that:

(i) Fleetwood Credit has been duly incorporated
and is validly existing as a corporation in good standing
under the laws of the State of California with full power and
authority (corporate and other), and has obtained all
necessary licenses and approvals, to own its properties and
conduct its business as presently conducted by it, and to
enter into and perform its obligations under the Basic
Documents, this Agreement and the Certificates and, assuming
no change in law or factual circumstance (as confirmed in the
Officer's Certificates to be delivered as of each Subsequent
Transfer Date), any Transfer Agreement, and had at all
relevant times, now has, and on each Subsequent Transfer Date
will have, the power, authority and legal right to acquire,
own, sell and service the Receivables.

(ii) Fleetwood Credit is duly qualified to do
business and in good standing, and has obtained all necessary
licenses and approvals to conduct its business as presently
conducted in California and each other state in which an
Initial Receivable was originated.

(iii) At the time of the execution and delivery of
the Receivables Purchase Agreement, Fleetwood Credit had the
power and authority to transfer to the Seller the Initial
Receivables and other property of the Trust being transferred
to the Seller.

(iv) Neither the transfer of the Initial
Receivables or the Subsequent Receivables to the Seller, nor
the assignment of the security interest of

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<PAGE> 14

Fleetwood Credit in the Financed Vehicles, nor the issuance
and delivery of the Certificates, nor the sale of the
Certificates to the Underwriters, nor the execution and
delivery of the Basic Documents, this Agreement or, assuming
no change in law or factual circumstance (as confirmed in the
Officer's Certificates to be delivered as of each Subsequent
Transfer Date), any Transfer Agreement, nor the consummation
of any other of the transactions contemplated herein, in the
Basic Documents or any Transfer Agreement, nor the fulfillment
of the terms of the Certificates, the Basic Documents, this
Agreement or the Transfer Agreement by Fleetwood Credit will
conflict with, or result in a breach, violation or
acceleration of, or constitute a default under, any term or
provision of the articles of incorporation or bylaws of
Fleetwood Credit or, to the best knowledge of such counsel, of
any indenture or other agreement or instrument to which
Fleetwood Credit is a party or by which it is bound or any of
its properties may be subject, or result in a violation of, or
contravene the terms of any statute, order or regulation,
applicable to Fleetwood Credit of any court, regulatory body,
administrative agency or governmental body having jurisdiction
over it or its properties.

(v) Fleetwood Credit has, and is transferring to
the Seller, ownership of the Initial Receivables and, assuming
no change in law or factual circumstance and the performance
of certain specified procedures (as confirmed in the Officer's
Certificates to be delivered as of each Subsequent Transfer
Date), will transfer to the Seller ownership of the Subsequent
Receivables, in each case, free and clear of any and all other
assignments, encumbrances, options, rights, claims, liens or
security interests that may affect the rights of Fleetwood
Credit or the Seller in and to such Receivables; provided,
however, that (A) such counsel need express no opinion with
respect to the enforceability of any individual Receivable or
the existence of any claims, rights or other matters that are
not of record in favor of the related Obligor or the owner of
the related Financed Vehicle, (B) such opinion may be limited
to the extent that any one or more of the Receivables could be
subject to claims of creditors of the dealers that may have
originated certain of the Receivables to the extent such
creditors can claim the benefits of a security interest in
such Receivables either by reason of the filing of a financing
statement with respect to chattel paper of such dealer or as
proceeds from the sale of inventory in which such creditor had
a security interest, (C) such opinion may be further limited
to the extent that any such transfer may be subject to the
rights of other persons who take, or have taken, possession of
any of the Receivables without knowledge of the transfer to
the Seller and (D) such counsel need express no opinion as to
the existence of tax liens, mechanics' liens or other security
interests and liens that are not of record.

(vi) This Agreement has been duly authorized,
executed and delivered by Fleetwood Credit and constitutes the
legal, valid and binding agreement of Fleetwood Credit,
enforceable in accordance with its terms, except that (A) the
enforceability thereof may be subject to bankruptcy,

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<PAGE> 15
insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights, (B)
the remedies of specific performance and injunctive and other
forms of equitable relief may be subject to equitable defenses
and to the discretion of the court before which any proceeding
therefor may be brought and (C) rights to indemnity and
contribution thereunder may be limited by federal or state
securities laws or the public policies underlying such laws.

(vii) Each Basic Document has been and, assuming no
change in law or factual circumstance and the performance of
certain specified procedures (as confirmed in the Officer's
Certificates to be delivered as of each Subsequent Transfer
Date), the related Transfer Agreement will be duly authorized,
executed and delivered by Fleetwood Credit and constitutes the
legal, valid and binding obligation of Fleetwood Credit,
enforceable in accordance with its terms, except that (A) the
enforceability thereof may be subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws
now or hereafter in effect relating to creditors' rights and
(B) the remedies of specific performance and injunctive and
other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any
proceeding therefor may be brought.

(viii) No consent, approval, authorization or order
of any court or governmental agency or body is required for
the consummation by Fleetwood Credit of the transactions
contemplated in this Agreement, the Basic Documents or any
Transfer Agreement except filings with respect to the transfer
of the Receivables by Fleetwood Credit to the Seller pursuant
to the Receivables Purchase Agreement and each Transfer
Agreement, and such other approvals as have been obtained.

(ix) There are no actions, proceedings or
investigations pending or, to the best of such counsel's
knowledge after due inquiry, threatened before any court,
administrative agency or other tribunal (A) asserting the
invalidity of this Agreement, any Basic Document, any Transfer
Agreement or the Certificates, (B) seeking to prevent the
issuance of the Certificates or the consummation of any of the
transactions contemplated by this Agreement, the Basic
Documents or any Transfer Agreement, (C) that might materially
and adversely affect the performance by Fleetwood Credit of
its obligations under, or the validity or enforceability of,
this Agreement, any Basic Document, any Transfer Agreement or
the Certificates or (D) seeking to affect adversely the
federal income tax attributes of the Certificates as described
in the Prospectus under the heading "Certain Federal Income
Tax Consequences."

(f) The Underwriters shall have received an opinion of
Arter & Hadden, special counsel to the Seller, addressed to the
Underwriters, the Rating Agencies and the Trustee, dated the Closing
Date and satisfactory in form and substance to the Underwriters and
counsel for the Underwriters, to the effect that the Trust will not be

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<PAGE> 16
classified as an association taxable as a corporation for federal
income tax purposes and, instead, under subpart E, part I of
subchapter J of the Internal Revenue Code of 1986, as amended, the
Trust will be treated as a grantor trust.

(g) The Underwriters shall have received an opinion of
Arter & Hadden, special income tax counsel to the Seller, dated the
Closing Date and satisfactory in form and substance to the
Underwriters, to the effect that (i) the statements in the
Registration Statement and Prospectus under the headings Certain
Federal Income Tax Considerations" and "ERISA Considerations," to the
extent that they constitute matters of law or legal conclusions with
respect thereto, have been prepared or reviewed by such counsel and
are correct in all material respects.

(h) The Underwriters shall have received an opinion of
Brown & Wood LLP, special insolvency counsel to the Seller, addressed
to the Underwriters and the Rating Agencies, dated the Closing Date,
with respect to the characterization of the transfer of the Initial
Receivables and, assuming no change in law or factual circumstance (as
confirmed in the Officer's Certificate to be delivered as of each
Subsequent Transfer Date), the Subsequent Receivables, as a sale, in
substantially the form previously discussed with the Underwriters.

(i) The Underwriters shall have received the opinion of
Mitchell, Silberberg & Knupp LLP, special California counsel to the
Seller and Fleetwood Credit, addressed to the Underwriters, the Rating
Agencies and the Trustee, dated the Closing Date and satisfactory in
form and substance to the Underwriters and counsel for the
Underwriters to the effect that:

(i) As to each security interest in a Financed
Vehicle created by a Receivable originated in California
(each, a "California Receivable"), notwithstanding that each
such California Receivable may not be stamped to reflect its
transfer to the Trustee, nor will the certificate of ownership
be so stamped or re-registered to reflect the transfer of the
California Receivable to the Trustee, the Trustee will have a
perfected security interest in each such Financed Vehicle
which will be prior in right to any other security interest in
a Financed Vehicle that is or would be perfected solely by
notation of such security interest on the certificate of
ownership for the Financed Vehicle, and no filing or other
action is necessary to perfect or continue the priority status
of such security interest as against creditors of or
transferees from the Obligor under such California Receivable
or the Trustee, so long as such Financed Vehicle is not
removed from the State of California for a period longer than
four months or before the end of such four-month period, such
security interest is duly perfected under applicable law.

(ii) The California Receivables constitute
"chattel paper" as such term is defined in the California
Uniform Commercial Code.

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<PAGE> 17
(iii) The California Receivables, assuming each is
full and correctly completed as required by applicable law,
constitutes the valid, legal and binding obligation of the
Obligor as to each such California Receivable enforceable
against each such Obligor in accordance with its term, to the
extent the enforcement of remedies is reasonably necessary to
protect the interests of the parties.

(iv) Assuming the validity, binding effect and
enforceability in all other respects, the preprinted parts of
the California Receivables are in sufficient compliance with
federal and California consumer protection laws so as not to
be rendered void or voidable at the election of the related
Obligor.

(v) The Trust will not be classified as an
association taxable as a corporation for California income tax
purposes

(j) The Underwriters shall have received the opinion of
Martin, Bishoff, Templeton, Langslet & Hoffman, special Oregon counsel
to the Seller and Fleetwood Credit, or such other counsel acceptable
to the Underwriters, addressed to the Underwriters, the Rating
Agencies and the Trustee, dated the Closing Date and satisfactory in
form and substance to the Underwriters and counsel for the
Underwriters to the effect that:

(i) As to each security interest in a Financed
Vehicle created by an Initial Receivable originated in Oregon
(each, a "Oregon Receivable"), notwithstanding that each such
Oregon Receivable may not be stamped to reflect its transfer
to the Trustee, nor will the certificate of ownership be so
stamped or re-registered to reflect the transfer of the Oregon
Receivable to the Trustee, the Trustee will have a perfected
security interest in each such Financed Vehicle which will be
prior in right to any other security interest in a Financed
Vehicle that is or would be perfected solely by notation of
such security interest on the certificate of ownership for the
Financed Vehicle, and no filing or other action is necessary
to perfect or continue the priority status of such security
interest as against creditors of or transferees from the
Obligor under such Oregon Receivable or the Trustee, so long
as such Financed Vehicle is not removed from the State of
Oregon for a period longer than four months or before the end
of such four-month period, such security interest is duly
perfected under applicable law.

(ii) The Oregon Receivables constitute "chattel
paper" as such term is defined in the Oregon Uniform
Commercial Code.

(iii) The Oregon Receivables, assuming each is full
and correctly completed as required by applicable law,
constitutes the valid, legal and binding obligation of the
Obligor as to each such Oregon Receivable enforceable against
each such Obligor in accordance with its terms, subject to
applicable

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<PAGE> 18

bankruptcy and equitable principle exceptions, to the extent
the enforcement of remedies is reasonably necessary to protect
the interests of the parties.

(iv) Assuming the validity, binding effect and
enforceability in all other respects, the preprinted parts of
the Oregon Receivables are in sufficient compliance with
federal and Oregon consumer protection laws so as not to be
rendered void or voidable at the election of the related
Obligor.

(k) The Underwriters shall have received an opinion of
counsel to the Trustee, addressed to the Underwriters, the Seller and
Fleetwood Credit, dated the Closing Date and satisfactory in form and
substance to the Underwriters and counsel for the Underwriters to the
effect that:

(i) The Trustee has been duly incorporated and is
validly existing as a national banking association in good
standing under the laws of the United States with full power
and authority (corporate and other) to own its properties and
conduct its business, as presently conducted by it, and to
enter into and perform its obligations under the Pooling and
Servicing Agreement and, assuming no change in law or factual
circumstance, will have such power and authority to enter into
and to perform its obligations under each Transfer Agreement.

(ii) The Pooling and Servicing Agreement has been,
and each Transfer Agreement will be, duly authorized, executed
and delivered by the Trustee, and constitutes a legal, valid
and binding obligation of the Trustee, enforceable in
accordance with its terms, except that (A) the enforceability
thereof may be subject to bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or
hereafter in effect relating to creditors' rights and (B) the
remedy of specific performance and injunctive and other forms
of equitable relief may be subject to equitable defenses and
to the discretion of the court before which any proceeding
therefor may be brought.

(iii) The Certificates have been duly executed,
authenticated and delivered by the Trustee.

(iv) Neither the execution or delivery by the
Trustee of the Pooling and Servicing Agreement and each
Transfer Agreement, nor the consummation of any of the
transactions by the Trustee contemplated thereby, require the
consent or approval of, the giving of notice to, the
registration with or the taking of any other action with
respect to, any governmental authority or agency under any
existing federal or state law governing the banking or trust
powers of the Trustee.

(l) The Underwriters shall have received an opinion of
Brown & Wood LLP, addressed to the Underwriters and dated the Closing
Date, with respect to the validity of the Certificates and such other
related matters as the Underwriters shall

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<PAGE> 19
request, and the Seller and Fleetwood Credit shall have furnished or
caused to be furnished to such counsel such documents as they may
reasonably request for the purpose of enabling them to pass upon such
matters.

(m) The Underwriters shall have received a reliance
letter to each opinion rendered to either Rating Agency in connection
with the rating of the Certificates, to the extent that any such
opinion is not otherwise addressed to the Underwriters and covered by
Section 6(d) through 6(l).

(n) The Underwriters shall have received a certificate
dated the Closing Date of the President, any Vice President, the
Treasurer or the Secretary of (i) the Seller, in which such officer
shall state that, to the best of his knowledge after reasonable
investigation, the representations and warranties of the Seller in
this Agreement are true and correct, the Seller has complied with all
agreements and satisfied all conditions on its part to be performed or
satisfied hereunder at or prior to the Closing Date and that no stop
order suspending the effectiveness of the Registration Statement has
been issued and no proceedings for that purpose have been instituted
or are contemplated by the Commission, and (ii) Fleetwood Credit, in
which such officer shall state that, to the best of his knowledge
after reasonable investigation, the representations and warranties of
Fleetwood Credit in this Agreement are true and correct and that
Fleetwood Credit has complied with all agreements and satisfied all
conditions on its part to be performed or satisfied hereunder.

(o) The Class A Certificates shall be rated "Aaa" by
Moody's and "AAA" by Standard & Poor's.

(p) The Class B Certificates shall be rated "Baa2" by
Moody's and "A" by Standard & Poor's.

The Seller will provide or cause to be provided to the Underwriters
such conformed copies of such opinions, certificates, letters and documents as
the Underwriters may reasonably request, including those delivered to the
Rating Agencies.

7. Indemnification.

(a) Each of the Seller and Fleetwood Credit agrees, jointly and
severally, to indemnify and hold harmless each Underwriter and each person, if
any, who controls any Underwriter within the meaning of Section 15 of the Act
as follows:

(i) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, arising out of any untrue
statement or alleged untrue statement of a material fact contained in
the Registration Statement (or any amendment thereto), including the
information deemed to be part of the Registration Statement pursuant
to Rule 430A(b) of the Rules and Regulations, if applicable, or the
omission or alleged omission therefrom of a material fact required to
be stated therein or necessary to make the statements therein not
misleading or arising out of any untrue

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<PAGE> 20

statement or alleged untrue statement of a material fact contained in
any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto) or the omission or alleged omission therefrom of 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) against any and all loss, liability, claim, damage
and expense whatsoever, as incurred, to the extent of the aggregate
amount paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue
statement or omission, or any such alleged untrue statement or
omission, if such settlement is effected with the written consent of
the Seller and Fleetwood Credit; and

(iii) against any and all expense whatsoever, as incurred
(including, subject to Section 7(c) hereof, the fees and disbursements
of counsel chosen by the Underwriters), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body,
commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or
omission, to the extent that any such expense is not paid under clause
(i) or (ii) above;

provided, however, that this indemnity agreement shall not apply to any loss,
liability, claim, damage or expense to the extent arising out of any untrue
statement or omission or alleged untrue statement or omission made in reliance
upon and in conformity with written information furnished to the Seller by the
Underwriters expressly for use in the Registration Statement (or any amendment
thereto) or any preliminary prospectus or the Prospectus (or any amendment or
supplement thereto).

(b) Each Underwriter severally agrees to indemnify and hold
harmless the Seller and Fleetwood Credit, each of their respective directors,
each of their respective officers who signed the Registration Statement, and
each person, if any, who controls either the Seller or Fleetwood Credit within
the meaning of Section 15 of the Act against any and all loss, liability,
claim, damage and expense described in the indemnity contained in subsection
(a) of this Section, as incurred, but only with respect to untrue statements or
omissions, or alleged untrue statements or omissions, made in the Registration
Statement (or any amendment thereto) or any preliminary prospectus or the
Prospectus (or any amendment or supplement thereto), in reliance upon and in
conformity with written information furnished to the Seller by the Underwriters
expressly for use in the Registration Statement (or any amendment thereto) or
such preliminary prospectus or the Prospectus (or any amendment or supplement
thereto).

(c) Each indemnified party shall give notice as promptly as
reasonably practicable to each indemnifying party of any action commenced
against it with respect to which indemnity may be sought hereunder, but failure
to so notify an indemnifying party

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<PAGE> 21

shall not relieve such indemnified party from any liability which it may have
other than on account of this indemnity agreement. An indemnifying party may
participate at its own expense in the defense of such action. In no event
shall the indemnifying parties be liable for the fees and expenses of more than
one counsel (in addition to any local counsel) separate from their own counsel
for all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances.

8. Contribution. In order to provide for just and equitable
contribution in circumstances in which the indemnity agreement provided for in
Section 7 hereof is for any reason held to be unenforceable by the indemnified
parties although applicable in accordance with its terms, the Seller, Fleetwood
Credit and the Underwriters shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by said
indemnity agreement incurred by the Seller, Fleetwood Credit and the
Underwriters, as incurred, in such proportions that the Underwriters are
responsible for that portion represented by the percentage that the aggregate
underwriting discounts appearing on the cover page of the Prospectus bears to
the aggregate initial public offering prices of the Certificates appearing
thereon and the Seller and Fleetwood Credit are responsible for the balance.
Notwithstanding the provisions of this Section 8, no Underwriter shall be
required to contribute any amount in excess of the amount by which the total
price at which the Certificates underwritten by it and distributed to the
public were offered to the public exceeds the amount of any damages which such
Underwriter has otherwise been required to pay by reason of any such untrue or
alleged untrue statement or omission or alleged omission and 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, each person,
if any, who controls an Underwriter within the meaning of Section 15 of the Act
shall have the same rights to contribution as such Underwriter, and each
director of the Seller and Fleetwood Credit, each officer of the Seller who
signed the Registration Statement and each person, if any, who controls either
the Seller or Fleetwood Credit within the meaning of Section 15 of the Act
shall have the same rights to contribution as the Seller or Fleetwood Credit,
as the case may be.

9. Survival of Certain Representations and Obligations. The
respective indemnities, agreements, representations, warranties and other
statements of the Seller and Fleetwood Credit or their respective 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 or statement as to
the results thereof, made by or on behalf of any Underwriter, the Seller,
Fleetwood Credit or any of their respective representatives, officers or
directors or any controlling person, and will survive delivery of and payment
for the Certificates. If for any reason the purchase of the Certificates by
the Underwriters is not consummated, the Seller and Fleetwood Credit shall
remain responsible for the expenses to be paid or reimbursed by the Seller and
Fleetwood Credit pursuant to Section 5(i) hereof and the respective obligations
of the Seller, Fleetwood Credit and the Underwriters pursuant to Section 7
hereof shall remain in effect. The indemnification and contribution agreements
contained in Section 7 hereof shall survive the termination and cancellation of
this Agreement. If for any reason (other than

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<PAGE> 22

solely by reason of the termination of this Agreement because of a failure to
satisfy the conditions set forth in items (iii), (iv) or (v) of Section 9
hereof), the purchase of the Certificates by the Underwriters is not
consummated, the Seller and Fleetwood Credit will reimburse the Underwriters
for all out-of-pocket expenses (including fees and disbursements of counsel)
reasonably incurred by them in connection with the offering of the
Certificates.

10. Termination of Agreement. The Underwriters may terminate
this Agreement, by notice to the Seller and Fleetwood Credit, at any time prior
to or at the Closing Date (i) if there has been, since the date of this
Agreement or since the respective dates as of which information is given in the
Registration Statement, any material adverse change in the condition, financial
or otherwise, or in the earnings, business affairs or business prospects of the
Seller or Fleetwood Credit, whether or not arising in the ordinary course of
business; (ii) if there has occurred any downgrading in the rating of the debt
securities of the Seller or Fleetwood Credit by any "nationally recognized
statistical rating organization" (as such term is defined for purposes of Rule
436(g) under the Act), or any public announcement that any such organization
has under surveillance or review its rating of any debt securities of the
Seller or Fleetwood Credit (other than an announcement with positive
implications of a possible upgrading, and no implication of a possible
downgrading, of such rating); (iii) if there has occurred any material adverse
change in the financial markets in the United States or any outbreak of
hostilities or other calamity or crisis, the effect of which is such as to make
it, in the judgment of the Underwriters, impracticable to market the
Certificates or to enforce contracts for the sale of the Certificates; (iv) if
trading generally on either the American Stock Exchange or the New York Stock
Exchange has been suspended, or minimum or maximum prices for trading have been
fixed, or maximum ranges for prices for securities have been required, by
either of said Exchanges or by order of the Commission or any other
governmental authority; or (v) if a banking moratorium has been declared by
federal, New York or California authorities.

11. Default By an Underwriter. If one of the Underwriters shall
fail at the Closing Date to purchase the Certificates which it is obligated to
purchase under this Agreement (the "Defaulted Securities"), the Representative
shall have the right, but not the obligation, within 24 hours thereafter, to
make arrangements for the non-defaulting Underwriter, or any other underwriter,
to purchase all, but not less than all, of the Defaulted Securities in such
amounts as may be agreed upon and upon the terms herein set forth; if, however,
the Representative shall not have completed such arrangements within such
24-hour period, then:

(a) if the aggregate principal amount of Defaulted
Securities does not exceed 10% of the total aggregate principal amount
of the Certificates, the non-defaulting Underwriter shall be obligated
to purchase the full amount thereof, or

(b) if the aggregate principal amount of Defaulted
Securities exceeds 10% of the total aggregate principal amount of the
Certificates, this Agreement shall terminate without liability on the
part of the non- defaulting Underwriter.

No action pursuant to this Section shall relieve any defaulting
Underwriter from liability in respect of its default.

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<PAGE> 23
In the event of any such default which does not result in a
termination of this Agreement, either the Representative or the Seller shall
have the right to postpone the Closing Date for a period not exceeding seven
days in order to effect any required changes in the Registration Statement or
Prospectus or in any other documents or arrangement.

12. Notices. All communications hereunder will be in writing and,
if sent to (i) the Underwriters, will be mailed, delivered or sent by facsimile
and confirmed to them at Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, North Tower, World Financial Center, New York, New York
10281-1201, Attention: Geoffrey R. Witt, Managing Director (facsimile number
(212) 449-9015); (ii) the Seller, will be mailed, delivered or sent by
facsimile and confirmed to it at Fleetwood Credit Receivables Corp., 22840 Savi
Ranch Parkway, Yorba Linda, California 92687, Attention: Senior Vice President
(facsimile number (714) 921-3490); or (iii) Fleetwood Credit, will be mailed,
delivered or sent by facsimile and confirmed to it at Fleetwood Credit Corp.,
22840 Savi Ranch Parkway, Yorba Linda, California 92687, Attention: Senior Vice
President (facsimile number (714) 921-3490).

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 7 hereof,
and no other person will have any right or obligation hereunder.

14. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.

15. Applicable Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of California.

23
<PAGE> 24
If the foregoing is in accordance with your understanding of our
agreement, kindly sign and return to us one of the counterparts duplicate
hereof, whereupon it will become a binding agreement between the Seller and
Fleetwood Credit and the Underwriters in accordance with its terms.

Very truly yours,

FLEETWOOD CREDIT CORP.

By:
---------------------------
Marvin T. Runyon, III
Senior Vice President

FLEETWOOD CREDIT RECEIVABLES
CORP.

By:
---------------------------
Marvin T. Runyon, III
Senior Vice President

CONFIRMED AND ACCEPTED,
as of the date first above written:

MERRILL LYNCH & CO.
MERRILL LYNCH, PIERCE, FENNER & SMITH
INCORPORATED

For itself and as Representative of the Underwriters

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

<PAGE> 25
SCHEDULE A

<TABLE>
<CAPTION>
Principal Principal
Amount of Amount of
Class A Class B
Underwriter Certificates Certificates
----------- ------------ ------------
<S> <C> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated . . . . . . . . . . . . . . . . . . . . $ $
Salomon Brothers Inc . . . . . . . . . . . . . . . .
Total $ $
</TABLE>

A-1

<PAGE> 1

EXHIBIT 4.1
Brown & Wood LLP
Draft of
8/29/97

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

FLEETWOOD CREDIT RECEIVABLES CORP.,
as Seller

FLEETWOOD CREDIT CORP.,
as Servicer

and

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

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

POOLING AND SERVICING AGREEMENT

Dated as of September 1, 1997

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

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

================================================================================
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
ARTICLE ONE

CREATION OF TRUST
<S> <C> <C>
Section 1.01. Creation of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

Section 2.01. Conveyance of Initial Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2.02. Conveyance of Subsequent Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE THREE

THE SERVICER LETTER OF CREDIT

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

ARTICLE FOUR

ACCEPTANCE BY TRUSTEE

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

ARTICLE FIVE

INCORPORATION OF STANDARD
TERMS AND CONDITIONS OF AGREEMENT

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

ARTICLE SIX

SPECIAL DEFINITIONS AND TERMS

Section 6.01. Special Definitions and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
</TABLE>

(i)
<PAGE> 3

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

ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER

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

ARTICLE EIGHT

FLEETWOOD CREDIT NOT TO RESIGN AS SERVICER

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

ARTICLE NINE

AGENT FOR SERVICE

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

ARTICLE TEN

[Reserved]

SCHEDULES

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

EXHIBITS

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

(ii)
<PAGE> 4

This Pooling and Servicing Agreement, dated as of September 1, 1997,
is made with respect to the formation of the Fleetwood Credit 1997-B Grantor
Trust, among Fleetwood Credit Receivables Corp., a California corporation (the
"Seller"), Fleetwood Credit Corp., a California corporation (the "Servicer"),
and The Chase Manhattan Bank, as trustee (the "Trustee").

W I T N E S E T H:

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

ARTICLE ONE

CREATION OF TRUST

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

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

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

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

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

(iii) the interest of the Seller in any Liquidation
Proceeds, in any proceeds of any physical damage insurance policies
covering the Financed Vehicles and in any

<PAGE> 5

proceeds of any credit life or credit disability insurance policies
relating to the Initial Receivables or the related Obligors;

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

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

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

(vii) all proceeds of the foregoing.

Section 2.02. Conveyance of Subsequent Receivables.

(a) Subject to the conditions set forth in Section 2.02(b), in
consideration of the Trustee's delivery to or upon the order of the Seller of
the purchase price for the Subsequent Receivables, in each case as described
below and set forth in the related Transfer Agreement, the Seller shall on each
Subsequent Transfer Date sell, transfer, assign and otherwise convey to the
Trustee for the benefit of the Certificateholders, without recourse (subject to
the Seller's obligations herein):

(i) all right, title and interest of the Seller in and
to the Subsequent Receivables listed on Schedule A to the related
Transfer Agreement, and all monies due thereon and paid thereon or in
respect thereof (including proceeds of the repurchase of such
Subsequent Receivables by the Seller pursuant to Section 12.02 or 21.02
of the Standard Terms and Conditions or the purchase of such Subsequent
Receivables by the Servicer pursuant to Section 13.07 or 21.02 of the
Standard Terms and Conditions) on or after the related Subsequent
Cutoff Date;

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

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

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

(v) all proceeds of the foregoing.

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

2
<PAGE> 6

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

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

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

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

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

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

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

(vi) the Funding Period shall not have terminated;

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

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

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

3
<PAGE> 7

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

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

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

ARTICLE THREE

THE SERVICER LETTER OF CREDIT

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

ARTICLE FOUR

ACCEPTANCE BY TRUSTEE

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

ARTICLE FIVE

INCORPORATION OF STANDARD
TERMS AND CONDITIONS OF AGREEMENT

Section 5.01. Incorporation of Standard Terms and Conditions of
Agreement. This Pooling and Servicing Agreement does hereby incorporate by
reference the Standard Terms and Conditions of Agreement (Pre-Funded
Senior/Subordinated) for Fleetwood Credit

4
<PAGE> 8

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

ARTICLE SIX

SPECIAL DEFINITIONS AND TERMS

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

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

"Certificate Registrar" means the Trustee unless a successor
Certificate Registrar is appointed pursuant to Section 16.03 of the Standard
Terms and Conditions. The Certificate Registrar initially designates its
offices at 14 Wall Street, New York, New York 10005, as its offices where
Certificates may be surrendered for registration of transfer or exchange as
described in Section 16.07 of the Standard Terms and Conditions.

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

"Class A Percentage" means _____%.

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

"Class B Percentage" means _____%.

"Closing Date" means __________, 1997.

"Corporate Trust Office" means, as of the date hereof, the office
of the Trustee located at 450 West 33rd Street, New York, New York 10001.

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

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

5
<PAGE> 9
The "Final Scheduled Distribution Date" is __________, 20__, the
Distribution Date in the sixth month after the month in which the Receivable
with the latest maturity is scheduled to mature.

"Fleetwood Credit" means Fleetwood Credit Corp.

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

"Initial Cutoff Date" means September 1, 1997.

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

"Original Class A Certificate Balance" means $__________.

"Original Class B Certificate Balance" means $__________.

"Original Pool Balance" means $__________.

"Original Pre-Funded Amount" means $___________________.

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

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

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

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

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

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

6
<PAGE> 10
"Required Servicer Rating" means a rating on short-term
obligations of the Servicer of Prime-1 by Moody's and A-1 by Standard & Poor's;
and any requirement that the Servicer have the "Required Servicer Rating" shall
mean that the short-term unsecured debt obligations shall be rated at least
equal to the foregoing ratings from Moody's and Standard & Poor's.

"Reserve Fund Initial Deposit" means $__________.

"Servicing Fee Rate" means 1.00% per annum.

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

"Specified Reserve Fund Balance" means, with respect to the first
Distribution Date, an amount equal to $2,625,000 plus an amount attributable to
the maximum aggregate Negative Carry Amount. On each Distribution Date
thereafter, the Specified Reserve Fund Balance will equal 1.75% of the sum of
the Class A Certificate Balance and the Class B Certificate Balance (after
giving effect to distributions of principal to be made on such Distribution
Date); provided, however, that so long as the foregoing sum of the Class A
Certificate Balance and the Class B Certificate Balance exceeds $3,500,000, the
Specified Reserve Fund Balance will not be less than $3,500,000. From and
after the Distribution Date as of which the foregoing sum of the Class A
Certificate Balance and the Class B Certificate Balance is less than
$3,500,000, the Specified Reserve Fund Balance will equal such sum.
Notwithstanding the foregoing, on each Distribution Date following any Fiscal
Quarter in which the Realized Loss Percentage or the Delinquency Percentage
exceeds _____%, the Specified Reserve Fund Balance shall be equal to the
greater of (a) the amount described above or (b) an amount equal to the Pool
Balance as of the immediately preceding Record Date multiplied by a percentage
equal to 18% minus the following fraction, expressed as a percentage: (i) one
minus (ii) a fraction, the numerator of which is the Class A Certificate
Balance on such Distribution Date (after giving effect to distributions of
principal made on such Distribution Date) and the denominator of which is such
the sum of the Pool Balance and an amount equal to amounts on deposit in the
Pre-Funding Account (other than investment earnings), in each case as of the
last day of the three related Collection Periods in such Fiscal Quarter;
provided, further, that following any Fiscal Quarter thereafter in which the
Realized Loss Percentage and the Delinquency Percentage are less than _____%,
the Specified Reserve Fund Balance shall return to the amount described in the
first clause of this definition. If on any Distribution Date cumulative losses
in respect of the Receivables exceed 1.5% of the sum of the Original Pool
Balance plus an amount equal to the aggregate principal balance of all
Subsequent Receivables conveyed to the Trust as of the related Subsequent
Cutoff Dates, the Specified Reserve Fund Balance shall remain at the level in
effect as of such date and shall not be reduced further in accordance with the
first two sentences of this definition.

7
<PAGE> 11
ARTICLE SEVEN

ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER

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

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

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

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

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

(v) Obligors. In the case of any Obligor in the
military service (including an Obligor who is a member of the
National Guard or is in the reserves) whose Receivable is subject
to either Relief Act, as of the Initial Cutoff Date or Subsequent
Cutoff Date, as the case may be, no such Obligor has made a claim
to the Seller or the Servicer that (A) the amount of interest on
the related Receivable should be limited to 6.0% during the
period of such Obligor's active duty status pursuant to the
Soldiers' and Sailors' Relief Act or (B) payments on such
Receivable should be delayed pursuant to the Military Reservist
Relief Act, in either case unless a court has ruled otherwise
upon application of the Seller or the Servicer.

8
<PAGE> 12
(vi) Motor Home Financed Vehicles. Based on the
Principal Balances of the Receivables as of the Cutoff Date,
_____% of the Receivables shall be secured by motor homes.

ARTICLE EIGHT

FLEETWOOD CREDIT NOT TO RESIGN AS SERVICER

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

ARTICLE NINE

AGENT FOR SERVICE

Section 9.01. Agent for Service. The agent for service for (i)
the Seller shall be its Senior Vice President, 22840 Savi Ranch Parkway, Yorba
Linda, California 92687, and (ii) the Servicer shall be its Senior Vice
President, 22840 Savi Ranch Parkway, Yorba Linda, California 92687.

ARTICLE TEN

[Reserved]

9
<PAGE> 13
IN WITNESS WHEREOF, the parties have caused this Pooling and
Servicing Agreement to be duly executed by their respective officers as of the
day and year first above written.

FLEETWOOD CREDIT RECEIVABLES CORP.,
as Seller

By:
------------------------------------
Marvin T. Runyon, III
Senior Vice President

FLEETWOOD CREDIT CORP.,
as Servicer

By:
------------------------------------
Marvin T. Runyon, III
Senior Vice President

THE CHASE MANHATTAN BANK,
as Trustee

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

<PAGE> 14
SCHEDULE A

SCHEDULE OF RECEIVABLES

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

SA-1
<PAGE> 15
SCHEDULE B

LOCATIONS OF RECEIVABLE FILES

Fleetwood Credit Corp.
22840 Savi Ranch Parkway
Yorba Linda, California 92687

Fleetwood Credit Corp.
324 East 11th Street
Tracy, California 95376

Fleetwood Credit Corp.
3200 Highlands Parkway
Suite 104
Smyrna, Georgia 30082

Fleetwood Credit Corp.
501 East Monroe
Suite 350
South Bend, Indiana 46601

Fleetwood Credit Corp.
110 Turnpike Road
Suite 203
Westborough, Massachusetts 01581

Fleetwood Credit Corp.
100 Century Parkway
Suite 150
Mt. Laurel, New Jersey 08054

Fleetwood Credit Corp.
4000 Kruse Way Place
Building 2, Suite 250
Lake Oswego, Oregon 97035

Fleetwood Credit Corp.
14901 Quorum Drive
Suite 750
Addison, Texas 75240

Fleetwood Credit Corp.
10895 Lowell Street
Suite 280
Overland Park, Kansas 66225

SB-1
<PAGE> 16
EXHIBIT A

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

FLEETWOOD CREDIT 1997-B GRANTOR TRUST

_____% ASSET BACKED CERTIFICATE, CLASS A

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

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

CUSIP __________
NUMBER RA-1
$__________

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

A-1
<PAGE> 17

subordinated to the Class A Certificates to the extent described in the
Agreement. The Class A Certificates and the Class B Certificates are herein
collectively called the "Certificates". The aggregate undivided interest in
the Trust evidenced by all Class A Certificates is _____%. This Class A
Certificate is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement the Holder of this Class A
Certificate by virtue of the acceptance hereof assents and by which such Holder
is bound. The property of the Trust includes, or will include, among other
things, a pool of simple interest retail installment sale contracts (the
"Initial Receivables") for new and used recreational vehicles, certain payments
due under the Initial Receivables on and after __________ 1, 1997 (exclusive of
Accrued Interest as of the opening of business on such date), security
interests in the related Initial Financed Vehicles, certain bank accounts and
the proceeds thereof, a Servicer Letter of Credit, if any, property (including
the right to receive certain Liquidation Proceeds) securing the Initial
Receivables and held by the Trustee, proceeds from claims on physical damage,
credit life and disability insurance policies covering the Initial Financed
Vehicles, the Initial Receivables or the related Obligors, an assignment of the
Seller's rights under the Receivables Purchase Agreement and the right of the
Seller to receive the proceeds of Dealer repurchase obligations relating to the
Initial Receivables. From time to time during the Funding Period, certain
monies on deposit in the Pre-Funding Account will be applied towards the
purchase from the Seller of certain additional qualifying simple interest
retail installment sale contracts (the "Subsequent Receivables") secured by new
and used recreational vehicles (the "Subsequent Financed Vehicles" and,
together with the Initial Financed Vehicles, the "Financed Vehicles") financed
thereby. The Subsequent Receivables, together with, among other things,
certain payments due thereunder on and after the related Subsequent Cutoff
Dates (exclusive of Accrued Interest as of the opening of business on such
dates), security interests in the related Subsequent Financed Vehicles,
property (including the right to receive certain Liquidation Proceeds) securing
the Subsequent Receivables and held by the Trustee, proceeds from claims on
physical damage, credit life and disability insurance policies covering the
Subsequent Receivables, the related Financed Vehicles or the related Obligors
and the right of the Seller to receive the proceeds from Dealer repurchase
obligations relating to the Subsequent Receivables, will be included as
property of the Trust. If certain amounts remain on deposit in the Pre-Funding
Account at the end of the Funding Period, such amounts will be distributable as
a mandatory prepayment of principal to Certificateholders as described in the
Agreement.

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

A-2
<PAGE> 18
Distributions on this Class A Certificate will be made by the Trustee
by check or money order mailed to the related Class A Certificateholder of
record in the Certificate Register without the presentation or surrender of
this Class A Certificate or the making of any notation hereon, except that with
respect to Class A Certificates registered in the name of Cede & Co., the
nominee for The Depository Trust Company, distributions will be made in the
form of immediately available funds. Except as otherwise provided in the
Agreement and notwithstanding the foregoing, the final distribution on this
Class A Certificate will be made after due notice by the Trustee of the
pendency of such distribution and only upon presentation and surrender of this
Class A Certificate at the office or agency maintained for that purpose by the
Trustee.

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

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

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

The Class A Certificates are issuable only as registered Certificates
without coupons in denominations of $1,000 and integral multiples thereof. As
provided in the Agreement and subject to certain limitations therein set forth,
Class A Certificates are exchangeable for new Class A Certificates of
authorized denominations evidencing the same aggregate denomination, as
requested by the Holder surrendering the same. No service charge will be

A-3
<PAGE> 19
made for any such registration of transfer or exchange, but the Trustee may
require payment of a sum sufficient to cover any tax or governmental charges
payable in connection therewith.

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

The obligations and responsibilities created by the Agreement and the
Trust created thereby shall terminate upon the payment to Certificateholders of
all amounts required to be paid to them pursuant to the Agreement or the
maturity or liquidation of the last Receivable and the disposition of all
property held as part of the Trust. The Seller or the Servicer, or any
successor to the Servicer, may, at its option, purchase the corpus of the Trust
at a price specified in the Agreement, and such purchase of the Receivables and
other property of the Trust will effect early retirement of the Certificates;
however, such right of purchase is exercisable only following the last day of a
Collection Period as of which the Pool Balance is 10% or less of the sum of the
Original Pool Balance and the aggregate principal balance of all Subsequent
Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates.
If no such entity exercises its optional termination right within 90 days after
the last day of the Collection Period as of which such right can first be
exercised, the Trustee shall solicit bids for the purchase of all Receivables
and other property remaining in the Trust and such sale of the Receivables and
other property of the Trust will effect early retirement of the Certificates.

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

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

Dated: __________, 1997 FLEETWOOD CREDIT 1997-B GRANTOR TRUST

THE CHASE MANHATTAN BANK, as Trustee

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

A-4
<PAGE> 20
[SEAL]

ATTEST:

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

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

THE CHASE MANHATTAN BANK, as Trustee

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

A-5
<PAGE> 21
ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

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

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

- --------------------------------------------------------------------------------
Attorney to transfer said Certificate on the books of the Certificate
Registrar, with full power of substitution in the premises.

Dated:

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

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

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

A-6
<PAGE> 22
EXHIBIT B

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

FLEETWOOD CREDIT 1997-B GRANTOR TRUST

_____% ASSET BACKED CERTIFICATE, CLASS B

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

NUMBER RB-1 CUSIP __________
$__________

B-1
<PAGE> 23

"Fleetwood Credit 1997-B Grantor Trust _____% Asset Backed Certificates, Class
B" (the "Class B Certificates") issued under the Agreement. Also issued under
the Agreement are certificates designated as "Fleetwood Credit 1997-B Grantor
Trust _____% Asset Backed Certificates, Class A" (the "Class A Certificates").
The Class B Certificates are subordinated to the Class A Certificates to the
extent described in the Agreement. The Class A Certificates and the Class B
Certificates are herein collectively called the "Certificates". The aggregate
undivided interest in the Trust evidenced by all Class B Certificates is
_____%. This Class B Certificate is issued under and is subject to the terms,
provisions and conditions of the Agreement, to which Agreement the Holder of
this Class B Certificate by virtue of the acceptance hereof assents and by
which such Holder is bound. The property of the Trust includes, or will
include, among other things, a pool of simple interest recreational vehicle
retail installment sale contracts (the "Initial Receivables") for new and used
recreational vehicles, certain payments due under the Initial Receivables on
and after __________ 1, 1997 (exclusive of Accrued Interest as of the opening
of business on such date), security interests in the related Initial Financed
Vehicles, certain bank accounts and the proceeds thereof, a Servicer Letter of
Credit, if any, property (including the right to receive certain Liquidation
Proceeds) securing the Initial Receivables and held by the Trustee, proceeds
from claims on physical damage, credit life and disability insurance policies
covering the Initial Financed Vehicles, the Initial Receivables or the related
Obligors, an assignment of the Seller's rights under the Receivables Purchase
Agreement and the right of the Seller to receive the proceeds of Dealer
repurchase obligations relating to the Initial Receivables and monies on
deposit in the Pre-Funding Account. From time to time during the Funding
Period, certain monies on deposit in the Pre-Funding Account will be applied
towards the purchase from the Seller of certain additional qualifying simple
interest retail installment sale contracts (the "Subsequent Receivables")
secured by new and used recreational vehicles (the "Subsequent Financed
Vehicles" and, together with the Initial Financed Vehicles, the "Financed
Vehicles") financed thereby. The Subsequent Receivables, together with, among
other things, certain payments due thereunder on and after the related
Subsequent Cutoff Dates (exclusive of Accrued Interest as of the opening of
business on such dates), security interests in the related Subsequent Financed
Vehicles, property (including the right to receive certain Liquidation
Proceeds) securing the Subsequent Receivables and held by the Trustee, proceeds
from claims on physical damage, credit life and disability insurance policies
covering the Subsequent Receivables, the related Financed Vehicles or the
related Obligors and the right of the Seller to receive the proceeds from
Dealer repurchase obligations relating to the Subsequent Receivables, will be
included as property of the Trust. If certain amounts remain on deposit in the
Pre-Funding Account at the end of the Funding Period, such amounts will be
distributable as a mandatory prepayment of principal to Certificateholders as
described in the Agreement.

B-2
<PAGE> 24
Distribution Date actually distributed, together with the repayment of any
outstanding Class B Interest Carryover Shortfall and Class B Principal
Carryover Shortfall actually made on such Distribution Date, in each case to
the extent and as more specifically set forth in the Agreement.

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

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

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

B-3
<PAGE> 25
The Class B Certificates are issuable only as registered Certificates
without coupons in denominations of $1,000 and integral multiples thereof. As
provided in the Agreement and subject to certain limitations therein set forth,
Class B Certificates are exchangeable for new Class B Certificates of
authorized denominations evidencing the same aggregate denomination, as
requested by the Holder surrendering the same. No service charge will be made
for any such registration of transfer or exchange, but the Trustee may require
payment of a sum sufficient to cover any tax or governmental charges payable in
connection therewith.

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

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

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

B-4
<PAGE> 26
IN WITNESS WHEREOF, the Trustee, on behalf of the Trust and not in its
individual capacity, has caused this Class B Certificate to be duly executed.

Dated: __________, 1997 FLEETWOOD CREDIT 1997-B GRANTOR TRUST

THE CHASE MANHATTAN BANK, as Trustee

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

[SEAL]

ATTEST:

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

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

THE CHASE MANHATTAN BANK, as Trustee

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

B-5
<PAGE> 27
ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER
OF ASSIGNEE

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

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

Attorney to transfer said
- -----------------------------------------------------
Certificate on the books of the Certificate Registrar, with full power of
substitution in the premises.

Dated:

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

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

B-6
<PAGE> 28
EXHIBIT C

FLEETWOOD CREDIT 1997-B GRANTOR TRUST

Servicer's Certificate
For the Month of __________, ____

<TABLE>
Principal and Interest Collections
----------------------------------
<S> <C>
Beginning Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1)$_______

Beginning Pool Factor [(1)/$__________] . . . . . . . . . . . . . . . . . . . . . . . . (2) _______

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

Interest Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4)$_______

Less: Accrued Interest Prior to Cutoff Date . . . . . . . . . . . . . . . . . . (5)$_______

Less: Additional Purchased Accrued Interest . . . . . . . . . . . . . . . . . . (5a)$_______

Plus: Purchased Accrued Interest - End of Collection Period . . . . . . . . . . (6)$_______

Net decrease/(increase) in Purchased Accrued Interest [(5)+(5a)-(6)] . . . . . . . . . (7)$_______

Plus: "Non-Reimbursable Interest Payment" . . . . . . . . . . . . . . . . . . . (8)$_______

Total Interest Received [(4)-(5)+(5a)+(6)+(8)] . . . . . . . . . . . . . . . . . . . . (9)$_______

Additional Deposits
(i) Repurchase Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10)$_______

(ii) Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11)$_______

Total Additional Deposits [(10)+(11)] . . . . . . . . . . . . . . . . . . . . . . . . . . . (12)$_______

Total Available Funds [(3)+(9)+(12)] . . . . . . . . . . . . . . . . . . . . . . . . . . . (13)$_______

Defaulted Receivable Principal Balance [(A1)] . . . . . . . . . . . . . . . . . . . . . . . (14)$_______

Ending Pool Balance [(1)-(3)-(14)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15)$_______

Ending Pool Factor [(15)/$___(16)_______] . . . . . . . . . . . . . . . . . . . . . . . . . (16)$_______
</TABLE>

<TABLE>
<CAPTION>
Class A Class B
------- -------
Distribution:
------------
<S> <C> <C>
Class Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____% _____%

Pool Factor (Ending Pool Balance) . . . . . . . . . . . . . . . . . . . . . .

Class Pass-Through Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . _____% _____%

____ Beginning Pool Balance (1) . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
</TABLE>

C-1
<PAGE> 29
<TABLE>
<CAPTION>
Class A Class B
------- -------
<S> <C> <C>
____ Ending Pool Balance (15) . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

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

Collected Interest (9) . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Other Collected Interest . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Additional Deposits (12) . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Servicing Fee [(1.0%/12)x(1)] . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Total Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Payment to Certificateholders
-----------------------------

Principal Distributable Amount [(1)-(15)] . . . . . . . . . . . . . . . . . $_______ $_______

Interest Distributable Amount [(1)x(pass-through rate/12)] . . . . . . . . . $_______ $_______

Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Payments from Reserve Fund . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Total Payments to Certificateholders . . . . . . . . . . . . . . . . . $_______ $_______

Reserve Fund payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Amount due Class B but paid to Class A (subordination) . . . . . . . . . . . $_______ $_______

Class A Interest Carryover Shortfall . . . . . . . . . . . . . . . . . . . . $_______

Class A Principal Carryover Shortfall . . . . . . . . . . . . . . . . . . . . $_______

Class B Interest Carryover Shortfall . . . . . . . . . . . . . . . . . . . . $_______

Class B Principal Carryover Shortfall . . . . . . . . . . . . . . . . . . . . $_______

Amounts Remaining in the Certificate Account to be paid to the Seller . . . . $_______ $_______

Memo:

Principal Difference . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Interest Difference . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

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

Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______

Servicing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______

Total Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______

Total payments to Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______

Total payments to Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
</TABLE>

C-2
<PAGE> 30
<TABLE>
Reconciliation of Net Payment to the Trustee
--------------------------------------------
<S> <C>
Reserve Fund:
Excess from Seller [(57a)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______

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

Gross payment to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
=======
Less: Amount released from Reserve Fund in excess of $_________ [(61)] . . . . . . . $_______

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

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

Account Activity
----------------

Number of Accounts - Beginning of Month . . . . . . . . . . . . . . . . . . . . . . . _______
Less: Account Paid Off / Repurchased . . . . . . . . . . . . . . . . . . . . . _______

Plus: Accounts in Collateral Addition . . . . . . . . . . . . . . . . . . . . _______

Number of Accounts - End of Month . . . . . . . . . . . . . . . . . . . . . . . . . . _______

Non-Accrual Accounts - End of Month
-----------------------------------

Number of Non-Accrual Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . _______

Aggregate Principal Balance Outstanding . . . . . . . . . . . . . . . . . . . . . . . $_______

Determination of the Servicer Letter of Credit Amount (if applicable)
---------------------------------------------------------------------

Number of Contracts - End of Month (45)

Original number of Contracts (46) _____

Percent of Original Contracts remaining (47) %
[((45)/(46))x100]

Original Servicer Letter of Credit Amount (48) $ ___________

Revised Servicer Letter of Credit Amount (49) $
[Lessor of [(48)x(47) or the Beginning
Pool Balance(1)]

Prior Month Servicer Letter of Credit Amount (50) $
[Previous Month (49)]

Servicer Letter of Credit Fee [(__)x(0.__%/12)] (51) $

Defaulted Receivables
---------------------

Amount of principal and accrued interest due from
Obligors on Defaulted Receivables
Principal (A1) $
Interest (A2)
Expense (A3)

Total (A) $
</TABLE>

C-3
<PAGE> 31
<TABLE>
<S> <C>
Less: Liquidation Proceeds (B) $

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

Cumulative Losses (Including Expenses) (D) $

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

Reconciliation of Reserve Fund
------------------------------
Beginning Reserve Fund Balance (57) $ ___________

Plus: Excess Amounts from Seller (57a)
Plus: Investment Earnings (57b)
Plus: Reserve Fund Payments (58)

Reserve Fund prior to payments to Seller (59) $ ___________

Required Reserve Fund Balance:
($__________ for the first Distribution Date; thereafter, the lesser
of 1 or 2)

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

(2) (_____% - Subordination Fraction) x the Ending Pool Balance ___________

Required Amount (60) $ ___________

Amount in Reserve Fund released [(59)-(60)] (61) $ ___________

Ending Reserve Fund Balance to be Invested
(62) $ ___________

Reserve Fund Balance as a Percent
of the Ending Pool Balance (63) ___________

Interest Income on Reserve Fund for ____, 199_
from ____________________ (64) $ ___________

___________

</TABLE>

C-4
<PAGE> 32
Delinquent Accounts

<TABLE>
<CAPTION>
Period of Delinquency Units Amount Percent of Pool
----- ------ ---------------
<S> <C> <C> <C>
30-59 days $ ERR
60-89 days ERR
90 days or more ERR
------ ---- ---
Total $ ERR (A)
====== ==== ===

Repossession Inventory $ ERR (B)
------ ---- ===
</TABLE>

<TABLE>
Delinquency Percentage
- ----------------------
<S> <C> <C> <C> <C> <C>
Quarter
___ ___ ___ Total (Avg)
----------- ------------- -------------- ---------------

90 days or more (000) $ $ $ $
----------- ------------- -------------- ---------------

Repossession Inventory (000) $ $ $ $
----------- ------------- -------------- ---------------

Total $ $ $ $ (A)
----------- ------------- -------------- ---------------

Ending Pool Balance (mils) $ $ $ $ (B)
----------- ------------- -------------- ---------------

Delinquency Percentage (A)/(B) ERR

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

Realized Losses/(Recoveries) (X)
[(A1)+(A2)-(B)] (000) $ $ $ (Sum)

Beginning Pool Balance (Y) $ $ $ $ (Avg)

Realized Loss Percentage
(Less than ___%) [((X)/(Y))*4] ERR
---------------
Realized Losses since inception (less than $_________ ) $
---------------
Change in Realized Losses $
---------------
Proceeds from Insurance and Dealer Repurchase
- ---------------------------------------------

Proceeds received during the related Collection
Period from physical damage insurance $

Proceeds received during the month from Dealer
repurchase obligations relating to $
Defaulted
Receivables
</TABLE>

C-5
<PAGE> 33
EXHIBIT D

AUCTION PROCEDURES

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

I. Pre-Auction Process

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

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

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

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

D-1
<PAGE> 34
required to satisfy all relevant questions at least five Business Days prior
to the Auction Date and distribute the questions and answers to all bidders.

II. Auction Process

(a) Merrill Lynch, Pierce, Fenner & Smith Incorporated and/or Salomon
Brothers Inc (the "Underwriters"), in their roles as Advisor to the
Trustee, will be allowed to bid in the Auction, but will not be
required to do so.

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

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

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

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

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

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

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

D-2

<PAGE> 1

EXHIBIT 4.2

Brown & Wood LLP
Draft of
9/2/97

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

FLEETWOOD CREDIT CORP.,
as Servicer

FLEETWOOD CREDIT RECEIVABLES CORP.,
as Seller

Fleetwood Credit Grantor Trust
Standard Terms and Conditions of Agreement
(Pre-Funded Senior/Subordinated)
Effective September 1, 1997

================================================================================
<PAGE> 2
TABLE OF CONTENTS

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
ARTICLES ONE - TEN

[Reserved]

ARTICLE ELEVEN

DEFINITIONS

Section 11.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 11.02. Initial Cutoff Date and Record Date . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 11.03. Usage of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 11.04. Section References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 11.05. Separate Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17

ARTICLE TWELVE

THE RECEIVABLES

Section 12.01. Representations and Warranties of Seller . . . . . . . . . . . . . . . . . . . . . . 18
Section 12.02. Repurchase Upon Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Section 12.03. Conveyance of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 12.04. Custody of Receivable Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 12.05. Duties of Servicer as Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Section 12.06. Instructions; Authority to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 12.07. Indemnification by Servicer as Custodian . . . . . . . . . . . . . . . . . . . . . . 23
Section 12.08. Effective Period and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 23

ARTICLE THIRTEEN

ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 13.01. Duties of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 13.02. Collection of Receivable Payments . . . . . . . . . . . . . . . . . . . . . . . . . . 24
Section 13.03. Realization Upon Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 13.04. Physical Damage Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 13.05. Maintenance of Security Interests in Financed Vehicles . . . . . . . . . . . . . . . 26
Section 13.06. Covenants of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 13.07. Purchase of Receivables Upon Breach . . . . . . . . . . . . . . . . . . . . . . . . . 26
Section 13.08. Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
</TABLE>

(i)
<PAGE> 3

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 13.09. Servicer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
Section 13.10. Annual Statement as to Compliance; Notice of Default;
Opinion as to Interest of the Trustee in the Receivables . . . . . . . . . . 27
Section 13.11. Annual Independent Certified Public Accountant's Report . . . . . . . . . . . . . . . 28
Section 13.12. Access to Certain Documentation and Information
Regarding Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 13.13. Reports to Certificateholders and Rating Agencies . . . . . . . . . . . . . . . . . . 29

ARTICLE FOURTEEN

DISTRIBUTIONS; RESERVE FUND;
PRE-FUNDING ACCOUNT; STATEMENTS TO CERTIFICATEHOLDERS

Section 14.01. Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 14.02. Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 14.03. Application of Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 14.04. Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 14.05. Non-Reimbursable Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 14.06. Additional Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 14.07. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
Section 14.08. Subordination; Reserve Fund; Priority of Distributions . . . . . . . . . . . . . . . 35
Section 14.09. Pre-Funding Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
Section 14.10. Net Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 14.11. Statements to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE FIFTEEN

THE SERVICER LETTER OF CREDIT

Section 15.01. Servicer Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43

ARTICLE SIXTEEN

THE CERTIFICATES

Section 16.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 16.02. Execution, Authentication and Delivery of Certificates . . . . . . . . . . . . . . . 45
Section 16.03. Registration of Transfer and Exchange of Certificates . . . . . . . . . . . . . . . . 45
Section 16.04. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . . . . . . . . . 46
Section 16.05. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 16.06. Access to List of Certificateholder Names and Addresses . . . . . . . . . . . . . . . 46
</TABLE>

(ii)
<PAGE> 4

<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Section 16.07. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 16.08. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 16.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 16.10. Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 16.11. Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48

ARTICLE SEVENTEEN

THE SELLER

Section 17.01. Representations of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
Section 17.02. Liability of Seller; Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 17.03. Merger or Consolidation of, or Assumption of the
Obligations of, Seller; Certain Limitations . . . . . . . . . . . . . . . . . 51
Section 17.04. Limitation on Liability of Seller and Others . . . . . . . . . . . . . . . . . . . . 53
Section 17.05. Seller May Own Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 17.06. No Transfer of Excess Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

ARTICLE EIGHTEEN

THE SERVICER

Section 18.01. Representations of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 18.02. Liability of Servicer; Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 18.03. Merger, Consolidation or Assumption of Obligations of Servicer . . . . . . . . . . . 56
Section 18.04. Limitation on Liability of Servicer and Others . . . . . . . . . . . . . . . . . . . 56
Section 18.05. Servicer Not to Resign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57

ARTICLE NINETEEN

EVENTS OF DEFAULT

Section 19.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
Section 19.02. Trustee to Act; Appointment of Successor Servicer . . . . . . . . . . . . . . . . . . 59
Section 19.03. Reimbursement for Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 19.04. Notification of Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 19.05. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
</TABLE>

(iii)
<PAGE> 5

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

THE TRUSTEE

Section 20.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
Section 20.02. Trustee's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 20.03. Trustee's Assignment of Repurchased and Removed Receivables . . . . . . . . . . . . . 62
Section 20.04. Certain Matters Affecting Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 20.05. Trustee Not Liable for Certificates or Receivables . . . . . . . . . . . . . . . . . 64
Section 20.06. Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 20.07. Trustee's Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
Section 20.08. Indemnity of Trustee and Successor Servicer . . . . . . . . . . . . . . . . . . . . . 65
Section 20.09. Eligibility Requirements for Trustee . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 20.10. Resignation or Removal of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 20.11. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Section 20.12. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 67
Section 20.13. Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . . . . . . . . . . . 67
Section 20.14. Representations and Warranties of Trustee . . . . . . . . . . . . . . . . . . . . . . 68

ARTICLE TWENTY ONE

TERMINATION

Section 21.01. Termination of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 21.02. Optional Purchase of All Receivables . . . . . . . . . . . . . . . . . . . . . . . . 71
Section 21.03. Sale of All Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 71

ARTICLE TWENTY TWO

MISCELLANEOUS PROVISIONS

Section 22.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
Section 22.02. Protection of Title to Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 22.03. Limitation on Certificateholder Rights . . . . . . . . . . . . . . . . . . . . . . . 75
Section 22.04. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 22.05. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76
Section 22.06. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 22.07. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
Section 22.08. Certificates Nonassessable and Fully Paid . . . . . . . . . . . . . . . . . . . . . . 77
Section 22.09. No Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77
</TABLE>

(iv)
<PAGE> 6

<TABLE>
<CAPTION>
Page
----
<S> <C>
EXHIBITS

Exhibit A - Servicer Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
Exhibit B - Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1
Exhibit C-1 - Trustee's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1-1
Exhibit C-2 - Trustee's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-2-1
</TABLE>

(v)
<PAGE> 7

FLEETWOOD CREDIT GRANTOR TRUST
STANDARD TERMS AND CONDITIONS OF AGREEMENT
(PRE-FUNDED SENIOR/SUBORDINATED)
EFFECTIVE SEPTEMBER 1, 1997

for Fleetwood Credit Grantor Trusts formed
subsequent to the date specified above

INTRODUCTION

These Standard Terms and Conditions of Agreement (Pre-Funded
Senior/Subordinated) Effective September 1, 1997 (the "Standard Terms and
Conditions") shall be applicable to Fleetwood Credit Grantor Trusts formed on
or after the date hereof, with respect to which a Pooling and Servicing
Agreement incorporating by reference these Standard Terms and Conditions shall
have been executed.

ARTICLE ELEVEN

DEFINITIONS

Section 11.01. Definitions. Whenever used in the Agreement, the
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

"Accounts" means the Certificate Account and the Pre-Funding Account.

"Accrued Interest" on a Receivable, as of any Distribution Date, means
the amount of interest, if any, accrued on the Principal Balance of such
Receivable at the related APR since the most recent date upon which a payment
was made by or on behalf of the related Obligor in respect of such Receivable
through the end of the Collection Period immediately preceding the Collection
Period in which such Distribution Date occurs.

"Addition Notice" means with respect to the transfer of Subsequent
Receivables to the Trust pursuant to the Agreement and a Transfer Agreement,
notice, substantially in the form attached as an Exhibit to the Agreement,
which shall be given to the Trustee and each Rating Agency not later than six
Business Days prior to the related Subsequent Transfer Date, of the Seller's
designation of Subsequent Receivables to be sold to the Trust and the aggregate
Principal Balances of such Subsequent Receivables as of the related Subsequent
Cutoff Date.

"Advance" shall have the meaning specified in Section 14.04.

"Advisor" shall have the meaning specified in Section 21.03.

<PAGE> 8
"Agreement" means the Pooling and Servicing Agreement executed by the
Seller, the Servicer and the Trustee as of the Cutoff Date, into which these
Standard Terms and Conditions shall be incorporated by reference, and all
amendments and supplements thereto.

"Amount Financed" in respect of a Receivable means the amount advanced
under such Receivable toward the purchase price of the related Financed Vehicle
and any related costs.

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

"Auction" shall have the meaning specified in Section 21.03.

"Auction Procedures" shall have the meaning specified in Section
21.03.

"Auction Property" shall have the meaning specified in Section 21.03.

"Authorized Officer" means an officer of the Trustee assigned to the
Corporate Trust Office, including any Vice President, any trust officer or any
other officer performing functions similar to those performed by the
individuals who at the time shall be such officers, and any other officer of
the Trustee to whom a matter is referred because of his knowledge of and
familiarity with the particular subject.

"Available Funds" means, with respect to any Distribution Date, the
sum of (i) the earnings received by the Trustee during the related Collection
Period from investment of the Pre-Funded Amount on deposit in the Pre-Funding
Account (which amount is withdrawn from the Pre-Funding Account and deposited
into the Certificate Account pursuant to Section 14.07(a)(i)); (ii) the
Negative Carry Amount, if any, for such Collection Period (which amount is
withdrawn from the Reserve Fund and deposited into the Certificate Account
pursuant to Section 14.07(a)(iii)); (iii) all cash received by the Servicer in
respect of the Receivables under the Agreement during the related Collection
Period (including Non- Reimbursable Payments and Advances but other than (a)
late payment and extension fees and administrative charges, if any, and (b)
recoveries by the Servicer of amounts on the Receivables that were repurchased
by the Seller or purchased by the Servicer prior to the related Collection
Period); and (iv) the Repurchase Amounts of all Receivables purchased or to be
purchased under the Agreement in respect of the related Collection Period.

"Book-Entry Certificates" means a beneficial interest in the Class A
Certificates or Class B Certificates, as the case may be, ownership and
transfers of which shall be made through book entries by a Clearing Agency as
described in Section 16.09.

"Business Day" means a day on which the Trustee and banks located in
New York, New York, Los Angeles, California and the city in which the Corporate
Trust Office is located are open for the purpose of conducting a commercial
banking business.

"Certificate Account" means the account designated as such and
established and maintained pursuant to Section 14.01.

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<PAGE> 9
"Certificate Owner" means, 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) and shall mean, with respect
to a Definitive Certificate, the related Certificateholder.

"Certificate Register" and "Certificate Registrar" mean the register
maintained and the registrar (or any successor thereto) appointed pursuant to
Section 16.03.

"Certificateholder" or "Holder" means the Person in whose name a
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 Seller or the Servicer, or any Person controlling,
controlled by or under common control with the Seller or the Servicer, or
evidenced by a Book-Entry Certificate of which the Seller, the Servicer or any
such Person is the Certificate Owner, 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.

"Certificates" means the Class A Certificates and the Class B
Certificates.

"Class" means all Certificates whose form is identical except for
variation in denomination, principal amount, owner or designation of class.

"Class A Certificate" means any one of the Class A Certificates
executed and authenticated by the Trustee in substantially the form set forth
as an Exhibit to the Agreement.

"Class A Certificate Balance" shall equal, initially, the Original
Class A Certificate Balance and, thereafter, shall equal the Original Class A
Certificate Balance, reduced by all amounts previously distributed on the Class
A Certificates and allocable to principal.

"Class A Distributable Amount" means, with respect to any Distribution
Date, the sum of the Class A Principal Distributable Amount and the Class A
Interest Distributable Amount.

"Class A Interest Carryover Shortfall" means, with respect to any
Distribution Date, the excess, if any, of (a) the Class A Interest
Distributable Amount for such Distribution Date and any outstanding Class A
Interest Carryover Shortfall from the immediately preceding Distribution Date
plus interest on such outstanding Class A Interest Carryover Shortfall, to the
extent permitted by law, at the Class A Pass-Through Rate from such immediately
preceding Distribution Date through the current Distribution Date, over (b) the
amount of interest distributed to the Class A Certificateholders on such
current Distribution Date.

"Class A Interest Distributable Amount" means, with respect to any
Distribution Date, the product of one-twelfth of the Class A Pass-Through Rate
and the Class A Certificate Balance as of the immediately preceding
Distribution Date (after giving effect to distributions of principal to be made
on such immediately preceding Distribution Date)

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<PAGE> 10

or, in the case of the first Distribution Date, (a) the product of (i) the
Class A Pass-Through Rate, (ii) the Original Class A Certificate Balance and
(iii) the number of days from and including the Closing Date to but excluding
such Distribution Date, (b) divided by 360.

"Class A Pass-Through Rate" shall have the meaning specified in the
Agreement.

"Class A Percentage" shall have the meaning specified in the
Agreement.

"Class A Pool Factor" means, with respect to any Record Date, a
seven-digit decimal figure equal to the Class A Certificate Balance as of such
Record Date divided by the Original Class A Certificate Balance.

"Class A Principal Carryover Shortfall" means, with respect to any
Distribution Date, the excess, if any, of the Class A Principal Distributable
Amount plus any outstanding Class A Principal Carryover Shortfall with respect
to one or more prior Distribution Dates over the amount of principal that the
Holders of the Class A Certificates actually received on such current
Distribution Date.

"Class A Principal Distributable Amount" means, with respect to any
Distribution Date, the Class A Percentage of the Monthly Principal Payment (but
not exceeding the Class A Certificate Balance as of such Distribution Date).
In addition, with respect to the Distribution Date relating to the Collection
Period in which the last Receivable in the Trust is scheduled to mature or the
Distribution Date relating to the Record Date as of which all remaining
Receivables are to be purchased pursuant to Section 21.02 or 21.03, the Class A
Principal Distributable Amount will include the portion of such amount
necessary (after giving effect to the other amounts to be distributed to the
Class A Certificateholders on such Distribution Date and allocable to
principal) to reduce the Class A Certificate Balance to zero.

"Class B Certificate" means any one of the Class B Certificates
executed and authenticated by the Trustee in substantially the form set forth
as an Exhibit to the Agreement.

"Class B Certificate Balance" shall equal, initially, the Original
Class B Certificate Balance and, thereafter, shall equal the Original Class B
Certificate Balance, reduced by (a) all amounts previously distributed on the
Class B Certificates and allocable to principal and (b) Realized Losses
allocable to the Class B Certificates.

"Class B Distributable Amount" means, with respect to any Distribution
Date, the sum of (a) the Class B Principal Distributable Amount, (b) the Class
B Interest Distributable Amount and (c) recoveries to the extent allocable to
principal on Receivables which became Defaulted Receivables in one or more
prior Collection Periods.

"Class B Interest Carryover Shortfall" means, with respect to any
Distribution Date, the excess, if any, of (a) the Class B Interest
Distributable Amount for such Distribution Date and any outstanding Class B
Interest Carryover Shortfall from the immediately preceding Distribution Date
plus interest on such outstanding Class B Interest Carryover Shortfall, to the

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<PAGE> 11
extent permitted by law, at the Class B Pass-Through Rate from such immediately
preceding Distribution Date through the current Distribution Date, over (b) the
amount of interest distributed to the Class B Certificateholders on such
current Distribution Date.

"Class B Interest Distributable Amount" means, with respect to any
Distribution Date, the product of one-twelfth of the Class B Pass-Through Rate
and the Class B Certificate Balance as of the immediately preceding
Distribution Date (after giving effect to distributions of principal made on
such immediately preceding Distribution Date) or, in the case of the first
Distribution Date, (a) the product of (i) the Class B Pass-Through Rate, (ii)
the Original Class B Certificate Balance and (iii) the number of days from and
including the Closing Date to but excluding such Distribution Date, (b) divided
by 360.

"Class B Pass-Through Rate" shall have the meaning specified in the
Agreement.

"Class B Percentage" shall have the meaning specified in the
Agreement.

"Class B Pool Factor" means, with respect to any Record Date, a
seven-digit decimal equal to the Class B Certificate Balance as of such Record
Date divided by the Original Class B Certificate Balance.

"Class B Principal Carryover Shortfall" means, with respect to any
Distribution Date, the excess, if any, of the Class B Principal Distributable
Amount plus any outstanding Class B Principal Carryover Shortfall with respect
to one or more prior Distribution Dates over the amount of principal that the
Holders of the Class B Certificates actually received on such current
Distribution Date.

"Class B Principal Distributable Amount" means, with respect to any
Distribution Date, the Class B Percentage of the Monthly Principal Payment (but
not exceeding the Class B Certificate Balance as of such Distribution Date).

"Class Percentage" means the Class A Percentage or the Class B
Percentage, as the case may be.

"Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

"Clearing Agency Participant" means 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.

"Closing Date" shall have the meaning specified in the Agreement.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collected Interest" means, with respect to each Collection Period,
the sum of (i) the earnings received by the Trustee during the related
Collection Period from investment of the

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<PAGE> 12

Pre-Funded Amount on deposit in the Pre-Funding Account (which amount is
withdrawn from the Pre-Funding Account and deposited into the Certificate
Account pursuant to Section 14.07(a)(i)); (ii) the Negative Carry Amount, if
any, for such Collection Period (which amount is withdrawn from the Reserve
Fund and deposited into the Certificate Account pursuant to Section
14.07(a)(iii)); and (iii) the portion of all payments received by the Servicer
on or in respect of the Receivables during such Collection Period allocable to
interest.

"Collected Principal" means, with respect to each Collection Period,
the portion of all Available Funds received by the Servicer on or in respect of
the Receivables during such Collection Period allocable to principal.

"Collection Period" means, as to any Distribution Date and the related
Record Date, the calendar month ending immediately prior to such Distribution
Date.

"Commission" means the Securities and Exchange Commission, and any
successor thereto.

"Corporate Trust Office" means the office of the Trustee at which its
corporate trust business shall be administered, which office shall be specified
in the Agreement, or such office at some other address as the Trustee may
designate from time to time by notice to the Certificateholders, the Seller,
the Servicer and the Letter of Credit Bank, if any.

"Cutoff Date" shall have the meaning specified in the Agreement.

"Dealer" means the dealer who sold a Financed Vehicle and who
originated and assigned the Receivable relating to such Financed Vehicle to
Fleetwood Credit under an agreement with Fleetwood Credit.

"Defaulted Receivable" means a Receivable (other than a Repurchased
Receivable) as to which (i) all or any part of a scheduled payment is 180 days
delinquent or (ii) the Servicer has determined, in accordance with its
customary servicing procedures, that eventual payment in full is unlikely and
has repossessed and liquidated the related Financed Vehicle within such 180 day
period.

"Definitive Certificates" shall have the meaning specified in Section
16.08.

"Delinquency Percentage" for any Fiscal Quarter means a percentage
equal to the average of the month end percentages, the numerator of which is
the aggregate principal balance of the Receivables (excluding Defaulted
Receivables) that are 90 days or more past due (which amount shall include
Receivables in respect of Financed Vehicles that have been repossessed but not
yet sold or otherwise liquidated) and the denominator of which is the Pool
Balance, in each case calculated on the last day of the three related
Collection Periods in such Fiscal Quarter.

"Delivery" when used with respect to Reserve Fund Property means:

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<PAGE> 13
(a) with respect to certificated securities, bankers'
acceptances, commercial paper, negotiable certificates of deposit and
other obligations that constitute "instruments" within the meaning of
Section 9-105(1)(i) of the UCC and are susceptible of physical
delivery (collectively, "Physical Property"), transfer thereof to the
Trustee or its Financial Intermediary in accordance with Section
8-313(1)(a), Section 8-313(1)(d)(i) or Section 8-313(1)(g) of the UCC,
and that any such Physical Property that is in a registerable form has
been registered in the name of the Trustee, its Financial
Intermediary, its custodian or its nominee, as collateral agent;

(b) with respect to any Reserve Fund Property that is a
book-entry security held through the Federal Reserve System pursuant
to federal book-entry regulations, the following procedures, all in
accordance with applicable law, including applicable federal
regulations and Articles 8 and 9 of the UCC: (i) book-entry
registration of such Reserve Fund Property to an appropriate
book-entry account maintained with a Federal Reserve Bank by the
Trustee or by a custodian, as collateral agent, and issuance to the
Trustee or to such custodian, as the case may be, as collateral agent,
of a deposit advice or other written confirmation of such book-entry
registration; (ii) the making by any such custodian of entries in its
books and records identifying such book-entry security held through
the Federal Reserve System pursuant to federal book-entry regulations
as belonging to the Trustee, and indicating that such custodian holds
such Reserve Fund Property solely as agent for the Trustee, and the
making by the Trustee of entries in its books and records establishing
that it holds such Reserve Fund Property solely as collateral agent,
and the making by the Trustee of entries in its books and records
establishing that it holds such Reserve Fund Property solely as
Trustee pursuant to Section 14.08 and (iii) such additional or
alternative procedures as may hereafter become appropriate to effect
complete transfer of ownership of any such Reserve Fund Property to
the Trustee, acting solely as collateral agent, consistent with
changes in applicable law or regulations or the interpretation
thereof; and

(c) with respect to any Reserve Fund Property that is an
uncertificated security under Article 8 of the UCC and that is not
governed by clause (b) above, registration of the transfer to and
ownership of such Reserve Fund Property by the Trustee, its Financial
Intermediary, its custodian or its nominee, acting solely as
collateral agent, by the issuer of such Reserve Fund Property.

"Determination Date" means, as to any Distribution Date, the eighth
calendar day of the month in which such Distribution Date occurs or, if such
day is not a Business Day, the immediately succeeding Business Day.

"Distribution Date" means, for each Collection Period, the fifteenth
day of the following month, or if such day is not a Business Day, the
immediately succeeding Business Day, commencing with the date specified in the
Agreement.

"DTC" means The Depository Trust Company, and any successor thereto.

"Duff & Phelps" means Duff & Phelps Inc., and any successor thereto.

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<PAGE> 14
"Event of Default" shall have the meaning specified in Section 19.01.

"Excess Amounts" shall have the meaning set forth in Section 14.07(b).

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"FDIC" means the Federal Deposit Insurance Corporation, and any
successor thereto.

"FHLMC" means the Federal Home Loan Mortgage Corporation, and any
successor thereto.

"FNMA" means the Federal National Mortgage Association, and any
successor thereto.

"Final Funding Period Distribution Date" shall have the meaning
specified in the Agreement.

"Final Scheduled Distribution Date" shall have the meaning specified
in the Agreement.

"Financed Vehicle" with respect to a Receivable means the recreational
vehicle, together with all accessions thereto, securing the related Obligor's
indebtedness under such Receivable.

"Financial Intermediary" shall have the meaning specified in Section
8-313(4) of the UCC.

"Fiscal Quarters" means each of the following three-month periods:
(i) January, February and March; (ii) April, May and June; (iii) July, August
and September; and (iv) October, November and December.

"Fleetwood Credit" means Fleetwood Credit Corp. and any successor
thereto.

"Funding Period" shall have the meaning specified in the Agreement.

"Independent Director" means a director of the Seller who is not (a) a
director, officer or employee of any affiliate of the Seller; (b) a person
related to any officer or director of any affiliate of the Seller; (c) a holder
(directly or indirectly) of more than 10% of any voting securities of any
affiliate of the Seller; or (d) a person related to a holder (directly or
indirectly) of more than 10% of any voting securities of any affiliate of the
Seller.

"Initial Receivables" means the Receivables initially transferred by
the Seller to the Trust pursuant to the Agreement on the Closing Date, which
Receivables are listed on the Schedule of Receivables.

"Initial Servicer Letter of Credit Amount" shall have the meaning
specified in the Servicer Letter of Credit, if any.

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<PAGE> 15
"Letter of Credit Bank" means any Person which has provided a Servicer
Letter of Credit in accordance with Section 15.01.

"Letter of Representations" means the agreement among the Seller, the
Trustee and the initial Clearing Agency, dated as of the Closing Date,
substantially in the form attached as an Exhibit to the Agreement.

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

"Liquidation Proceeds" means monies collected (from whatever source)
during a Collection Period on or in respect of a Defaulted Receivable, net of
all amounts (i) expended by the Servicer in effecting such collections and (ii)
required by law to be remitted to the related Obligor.

"Monthly Principal Payment" means, as of any Distribution Date, an
amount equal to (i) the sum of the Pool Balance as of the first day of the
related Collection Period (or, with respect to the first Distribution Date, the
Original Pool Balance) plus the amount on deposit in the Pre-Funding Account
(other than investment earnings) less (ii) the sum of the Pool Balance as of
the last day of such Collection Period plus the amount on deposit in the
Pre-Funding Account (other than investment earnings).

"Moody's" means Moody's Investors Service, Inc., and any successor
thereto.

"Negative Carry Amount" means, with respect to any Distribution Date
relating to the Funding Period, an amount equal to the difference between (i)
one month's interest on the Pre-Funded Amount on deposit in the Pre-Funding
Account as of the first day of the related Collection Period at a rate equal to
the weighted average of the Class A Pass-Through Rate and the Class B
Pass-Through Rate and (ii) the earnings received by the Trustee during such
Collection Period from investment of such Pre-Funded Amount.

"Non-Reimbursable Payment" means, as of any Record Date, the payment
required to be made by the Servicer pursuant to Section 14.05.

"Obligor" on a Receivable means the purchaser or co-purchasers of the
related Financed Vehicle purchased in part or in whole by the execution and
delivery of such Receivable or any other Person who owes or may be liable for
payments under such Receivable.

"Offered Securities" shall have the meaning specified in Section
17.03.

"Officer's Certificate" means a certificate signed by the President,
any Vice President, the Treasurer, the Secretary or any Assistant Secretary of
the Seller or the Servicer, as the case may be, and delivered to the Trustee.

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<PAGE> 16
"Opinion of Counsel" means a written opinion of counsel (who may be an
employee of or outside counsel to the Seller or the Servicer), which counsel
shall be acceptable to the Trustee.

"Original Class A Certificate Balance" shall have the meaning
specified in the Agreement.

"Original Class B Certificate Balance" shall have the meaning
specified in the Agreement.

"Original Pool Balance" shall have the meaning specified in the
Agreement.

"Original Pre-Funded Amount" shall have the meaning specified in the
Agreement.

"Paid-Ahead Receivables" means Receivables the Principal Balance of
which have been reduced by one or more scheduled monthly payments made in
advance by the related Obligor.

"Permitted Investments" means, at any time, any one or more of the
following obligations and securities:

(i) obligations of the United States or any agency
thereof, provided such obligations are backed by the full faith and
credit of the United States;

(ii) general obligations of or obligations guaranteed by
any State then rated the highest rating of each Rating Agency for such
obligations, or such lower rating (as approved in writing by each
Rating Agency) as will not result in the qualification, downgrading or
withdrawal of the rating then assigned to the Rated Certificates by
such Rating Agency;

(iii) commercial paper then rated the highest rating of
each Rating Agency for commercial paper, or such lower rating (as
approved in writing by each Rating Agency) as will not result in the
qualification, downgrading or withdrawal of the rating then assigned
to the Rated Certificates by such Rating Agency;

(iv) certificates of deposit, demand or time deposits,
federal funds or banker's acceptances issued by any depository
institution or trust company incorporated under the laws of the United
States or of any State and subject to supervision and examination by
federal or state banking authorities, provided that the commercial
paper of such depository institution or trust company is then rated
the highest rating of each Rating Agency for such obligations, or such
lower rating (as approved in writing by each Rating Agency) as will
not result in the qualification, downgrading or withdrawal of the
rating then assigned to the Rated Certificates by such Rating Agency;

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<PAGE> 17
(v) demand or time deposits or certificates of deposit
issued by any bank, trust company, savings bank or other savings
institution, which deposits are fully insured by the FDIC;

(vi) guaranteed reinvestment agreements issued by any
bank, insurance company or other corporation (as approved in writing
by each Rating Agency) as will not result in the qualification,
downgrading or withdrawal of the rating then assigned to the Rated
Certificates by each Rating Agency;

(vii) repurchase obligations with respect to any security
described in clauses (i), (ii) or (viii) hereof or any other security
issued or guaranteed by the FHLMC, FNMA or any other agency or
instrumentality of the United States which is backed by the full faith
and credit of the United States, in either case entered into with a
federal agency or a depository institution or trust company (acting as
principal) described in clause (iv) above; and

(viii) such other investments acceptable to each Rating
Agency (as approved in writing by each Rating Agency) as will not
result in the qualification, downgrading or withdrawal of the rating
then assigned to the Rated Certificates by such Rating Agency;

provided that each of the foregoing investments shall mature no later than the
Business Day prior to the Distribution Date immediately following the date of
purchase (other than instruments of which the Trustee is the obligor, which may
mature on the related Distribution Date), and shall be required to be held to
such maturity.

"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" shall have the meaning specified in the definition
of the term "Delivery."

"Pool Balance" as of the first day of a Collection Period, means the
aggregate Principal Balance of the Receivables (excluding all Repurchased
Receivables and Defaulted Receivables) as of the end of the immediately
preceding Collection Period.

"Pre-Funded Amount" means, with respect to (i) the first Distribution
Date, the Original Pre-Funded Amount, and (ii) any Distribution Date
thereafter, the amount on deposit in the Pre-Funding Account, after giving
effect to the deposit of investment earnings for the related Collection Period
into the Certificate Account on such Distribution Date pursuant to Section
14.07(a)(i).

"Pre-Funding Account" means the account designated as such and
established and maintained pursuant to Section 14.09.

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<PAGE> 18
"Principal Balance" of a Receivable as of any date, means the Amount
Financed, without regard to any offsets or judicial reductions thereof, minus
the sum of (i) that portion of all payments received on or prior to such date
by the Servicer and allocable as a payment of principal pursuant to Section
14.03, (ii) any refunded portion of extended warranty protection plan costs, or
of physical damage, credit life or disability insurance premiums included in
the Amount Financed unless such refund must be paid to the related Obligor and
(iii) any payment of the Repurchase Amount allocable to principal with respect
to each Receivable which became a Defaulted Receivable or Repurchased
Receivable during or prior to the related Collection Period.

"Rated Certificates" means each Class of Certificates that has been
rated by a Rating Agency at the request of the Seller.

"Rating Agency" means each nationally recognized rating agency
specified in the Agreement as from time to time shall be rating the Rated
Certificates.

"Realized Loss Percentage" for any Fiscal Quarter means a percentage
with respect to the three Collection Periods that fell in such Fiscal Quarter
equal to (a) the aggregate Repurchase Amount for all Receivables that become
Defaulted Receivables during such Fiscal Quarter, minus (b) the sum of (i) the
aggregate Liquidation Proceeds received by the Servicer during such Fiscal
Quarter with respect to all Receivables that became Defaulted Receivables
during such Fiscal Quarter and (ii) all recoveries in respect of Defaulted
Receivables received during such Fiscal Quarter, to the extent not otherwise
covered in clause (i) above, which amount is then divided by the mean of the
three Pool Balances calculated as of the Record Date immediately preceding the
first day of each Collection Period that fell in such Fiscal Quarter; such
quotient is then multiplied by four to arrive at an annualized percentage.

"Realized Losses" with respect to each Collection Period will equal
the amount by which (a) the aggregate Principal Balance of all Receivables
which became Defaulted Receivables during such Collection Period exceeds (b)
the sum of (i) the aggregate Liquidation Proceeds recovered in respect of
principal of such Defaulted Receivables during such Collection Period and (ii)
recoveries in respect of all Defaulted Receivables received in such Collection
Period, to the extent not otherwise covered in clause (i) above.

"Receivable" means any retail installment sale contract executed by an
Obligor in respect of a Financed Vehicle which is transferred by the Seller to
the Trust pursuant to the Agreement on the Closing Date, and all proceeds
thereof and payments thereunder, which Receivable shall be identified on the
Schedule of Receivables.

"Receivable Files" means the documents specified in Section 12.04.

"Receivables Pool" means the pool of Receivables included in the
Trust.

"Receivables Purchase Agreement" means the Receivables Purchase
Agreement dated as of the Cutoff Date, between Fleetwood Credit and the Seller.

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<PAGE> 19

"Record Date" means, in respect of a Distribution Date, the close of
business on the day immediately preceding such Distribution Date or, if
Definitive Certificates are issued, the last day of the calendar month
immediately preceding such Distribution Date. Any amount stated "as of a Record
Date" or "on a Record Date" shall give effect to (i) all applications of
collections and (ii) all distributions to any party under the Agreement or the
related Obligor, as the case may be, in each case as determined as of the Record
Date.

"Recreational Vehicle Receivables" shall have the meaning specified in
Section 17.03.

"Repurchase Amount" as of any date, means the amount required to
prepay in full the Principal Balance of a Receivable plus interest thereon at a
rate equal to the sum of (i) the weighted average of the Class A Pass-Through
Rate and the Class B Pass-Through Rate and (ii) the Servicing Fee Rate to the
last day of the month in which such date occurs.

"Repurchased Receivable" means a Receivable purchased as of a Record
Date by the Servicer (or a successor to the Servicer) pursuant to Section 13.07
or 21.02 or by the Seller pursuant to Section 12.02 or 21.02.

"Required Deposit Rating" means the rating or ratings specified in the
Agreement.

"Required Long Term Debt Rating" means the rating or ratings, if
applicable, specified in the Agreement.

"Required Rating" means the rating or ratings specified in the
Agreement.

"Required Servicer Rating" means the rating or ratings specified in
the Agreement.

"Reserve Fund" means the account established and maintained pursuant
to Section 14.08.

"Reserve Fund Initial Deposit" shall have the meaning specified in the
Agreement.

"Reserve Fund Property" shall have the meaning specified in Section
14.08(a)(ii).

"Reset Percentage" shall have the meaning specified in the Servicer
Letter of Credit, if any.

"Residual Certificate" shall have the meaning specified in Section
16.01.

"Schedule of Receivables" means the schedule of receivables attached
as Schedule A to the Agreement, as it may be amended or supplemented (including
pursuant to any Transfer Agreement) from time to time.

"Securities Act" shall mean the Securities Act of 1933, as amended.

"Securitization Agreement" shall have the meaning specified in Section
17.03.

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<PAGE> 20
"Seller" means Fleetwood Credit Receivables Corp., in its capacity as
seller of the Receivables under the Agreement, and each successor to Fleetwood
Credit Receivables Corp. (in the same capacity) pursuant to Section 17.03.

"Servicer" means Fleetwood Credit, in its capacity as servicer of the
Receivables, and each successor to Fleetwood Credit (in the same capacity)
pursuant to Section 18.03 or 19.02.

"Servicer Letter of Credit" means, if the Servicer desires to remit
collections on or in respect of the Receivables to the Certificate Account on a
monthly basis but the conditions of clause (a) of Section 14.02 are not
otherwise satisfied, an irrevocable letter of credit, issued by the Letter of
Credit Bank and naming the Trustee as beneficiary, substantially in, except as
otherwise provided in the Agreement, the form attached hereto as Exhibit A.

"Servicer Letter of Credit Amount" means the amount determined
pursuant to Section 15.01(a).

"Servicer Letter of Credit Percentage" shall have the meaning
specified in the Servicer Letter of Credit, if any.

"Servicer's Certificate" means an Officer's Certificate of the
Servicer completed and executed pursuant to Section 13.09, substantially in the
form attached as an Exhibit to the Agreement.

"Servicing Fee" means the fee payable to the Servicer for services
rendered during each Collection Period, determined pursuant to Section 13.08.

"Servicing Fee Rate" shall have the meaning specified in the
Agreement.

"Specified Reserve Fund Balance" shall have the meaning specified in
the Agreement.

"Standard & Poor's" means Standard & Poor's Ratings Services, a
division of McGraw-Hill, Inc., and any successor thereto.

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

"Subsequent Cutoff Date" shall have the meaning specified in the
related Transfer Agreement.

"Subsequent Receivables" means the Receivables transferred by the
Seller to the Trust pursuant to a Transfer Agreement on the related Subsequent
Transfer Date, which Receivables are listed on Schedule A to the related
Transfer Agreement.

"Subsequent Transfer Date" shall have the meaning specified in the
related Transfer Agreement.

"Successor Servicer" shall have the meaning specified in Section
19.02.

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<PAGE> 21

"Transfer Agreement" means each Transfer Agreement, dated as of the
related Subsequent Cutoff Date, among the Seller, Fleetwood Credit and the
Trustee, pursuant to which Subsequent Receivables are conveyed to the Trust,
substantially in the form attached as an Exhibit to the Agreement.

"Trust" means the trust created by the Agreement, the estate of which
shall consist of (i) the Receivables (other than Repurchased Receivables) and
all payments due thereunder on and after the Initial Cutoff Date or any
Subsequent Cutoff Date, as the case may be, other than Accrued Interest as of
the opening of business on the Initial Cutoff Date or any Subsequent Cutoff
Date, as the case may be; (ii) security interests in the Financed Vehicles;
(iii) funds deposited in the Certificate Account and proceeds thereof; (iv)
such monies as are from time to time on deposit in the Pre-Funding Account
(including investment earnings thereon); (v) the Servicer Letter of Credit, if
any; (vi) the right to realize upon any property (including the right to
receive future Liquidation Proceeds) that shall have secured a Receivable and
have been repossessed by or on behalf of the Trustee; (vii) proceeds from
claims on any physical damage, credit life or disability insurance policies
covering the Financed Vehicles or Obligors; (viii) the Seller's rights under
the Receivables Purchase Agreement; (ix) the right of the Seller to receive
payments pursuant to repurchase obligations of Dealers relating to the
Receivables; and (x) all proceeds of the foregoing. The Reserve Fund shall not
be a part of or otherwise includable in the Trust.

"Trustee" means the Person acting as Trustee under the Agreement, its
successor in interest and any successor trustee pursuant to Section 20.11.

"Trustee's Certificate" means a certificate completed and executed by
the Trustee by an Authorized Officer pursuant to Section 20.02 or 20.03,
substantially in the form attached hereto as, in the case of assignment to the
Seller, Exhibit C-1, and in the case of an assignment to the Servicer, Exhibit
C-2.

"UCC" means the Uniform Commercial Code as in effect in the respective
jurisdiction or, with respect to Louisiana, the equivalent body of statutory
and commercial law.

"United States" means the United States of America.

"Vice President" of any Person means any vice president of such
Person, whether or not designated by a number or words before or after the
title "Vice President."

"Voting Interests" means the aggregate voting strength evidenced by
the Class A Certificates or the Class B Certificates, as the case may be;
provided, however, that where the Voting Interests are relevant in determining
whether the vote of the requisite percentage of Class A Certificateholders or
Class B Certificateholders, as the case may be, necessary to effect any
consent, waiver, request or demand shall have been obtained, the Voting
Interests shall be deemed to be reduced by the amount equal to the Voting
Interests (without giving effect to this provision) represented by the
interests evidenced by any such Certificate registered in the name of the
Seller, the Servicer or any Person controlling, controlled by or under common
control with the Seller or the Servicer.

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Section 11.02. Initial 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 Initial Cutoff Date.

Section 11.03. 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 genders; 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 11.04. Section References. All section references shall be
to Sections in these Standard Terms and Conditions.

Section 11.05. Separate Agreements. Each Agreement which shall
incorporate by reference these Standard Terms and Conditions shall be separate
and distinct from each other such Agreement, no provision of any such Agreement
shall be applicable to any other such Agreement, and all references to "the
Agreement" and to provisions thereof shall be references to a particular
Agreement which incorporates these Standards Terms and Conditions.

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ARTICLE TWELVE

THE RECEIVABLES

Section 12.01. Representations and Warranties of Seller. The Seller
shall make the following representations and warranties as to the Receivables
on which the Trustee shall rely in accepting the Receivables in trust and
executing and authenticating the Certificates. Such representations and
warranties shall speak as of the execution and delivery of the Agreement in
the case of the Initial Receivables, and as of the related Subsequent Transfer
Date in the case of the Subsequent Receivables, but in each case shall survive
the sale, transfer and assignment of the related Receivables to the Trustee and
any subsequent assignment or transfer pursuant to Article Fifteen.

(i) Characteristics of Receivables. Each Receivable (a)
shall have been (1) originated in the United States by a Dealer for
the retail sale of the related Financed Vehicle in the ordinary course
of such Dealer's business, (2) fully and properly executed by the
parties thereto, (3) purchased by Fleetwood Credit from such Dealer
under an agreement with Fleetwood Credit and (4) validly assigned by
such Dealer to Fleetwood Credit in accordance with its terms and shall
have been subsequently sold by Fleetwood Credit to the Seller, (b)
shall have created or shall create a valid, subsisting and enforceable
first priority perfected security interest in favor of Fleetwood
Credit in the related Financed Vehicle, which security interest has
been assigned by Fleetwood Credit to the Seller and shall be
assignable, and shall be so assigned, by the Seller 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 provide for a finance charge or yield
interest at its APR and (e) shall provide for, in the event that such
Receivable is prepaid in full, a payment that fully pays the Principal
Balance and includes accrued but unpaid interest at least through the
date of prepayment in an amount at least equal to its APR.

(ii) Schedule of Receivables. The information set forth
in the Schedule of Receivables shall be true and correct in all
material respects as of the opening of business on the Initial Cutoff
Date or the related Subsequent Cutoff Date, as the case may be, and no
selection procedures adverse to the Certificateholders shall have been
utilized in selecting the Receivables from those Receivables of
Fleetwood Credit which met the selection criteria set forth in this
Section.

(iii) Compliance with Law. Each Receivable shall have
complied at the time it was originated or made, and shall comply at
the time of execution of the Agreement in all material respects with
all requirements of applicable federal, state and local laws, and
regulations thereunder, including usury laws, the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
Credit Billing Act, the Fair Credit

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Reporting Act, the Fair Debt Collection Practices Act, the Federal
Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve
Board Regulations B and Z, state adaptations of the National Consumer
Act and of the Uniform Consumer Credit Code and other consumer credit,
equal credit opportunity and disclosure laws.

(iv) Binding Obligation. Each Receivable shall constitute
the genuine, legal, valid and binding payment obligation in writing of
the related Obligor, enforceable by the holder thereof in accordance
with its terms, except as enforceability may be subject to or limited
by bankruptcy, insolvency, reorganization, liquidation and other
similar laws affecting the enforcement of creditors' rights in general
and by general principles of equity, regardless of whether such
enforceability shall be considered in a proceeding in equity or at
law.

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

(vi) Security Interest in Financed Vehicle. Immediately
prior to the sale, assignment and transfer thereof, each Receivable
shall be secured by a validly perfected first security interest in the
related Financed Vehicle in favor of Fleetwood Credit as secured party
or all necessary and appropriate action with respect to such
Receivable shall have been taken to perfect a first priority security
interest in such Financed Vehicle in favor of Fleetwood Credit as
secured party.

(vii) Receivables in Force. No Receivable shall have been
satisfied, subordinated or rescinded, nor shall any Financed Vehicle
have been released from the lien granted by the related Receivable in
whole or in part.

(viii) No Waiver. No provision of a Receivable shall have
been waived in such a manner that such Receivable fails to meet all of
the other representations and warranties made by the Seller herein
with respect thereto.

(ix) No Amendments. No Receivable shall have been amended
in such a manner that such Receivable fails to meet all of the other
representations and warranties made by the Seller herein with respect
thereto.

(x) No Defenses. No facts shall be known to the Seller
which would give rise to any right of rescission, setoff, counterclaim
or defense, nor shall the same have been asserted or threatened, with
respect to any Receivable.

(xi) No Liens. To the knowledge of the Seller, no Liens
shall have been filed, including Liens for work, labor or materials
relating to a Financed Vehicle, that shall be prior to, or equal or
coordinate with, the security interest in such Financed Vehicle
granted by the related Receivable.

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(xii) No Default. Except for payment defaults continuing
for a period of not more than 30 days as of the Initial Cutoff Date or
the related Subsequent Cutoff Date, as the case may be, no default,
breach, violation or event permitting acceleration under the terms of
any Receivable shall have occurred; no continuing condition that with
notice or the lapse of time would constitute a default, breach,
violation or event permitting acceleration under the terms of any
Receivable shall have arisen; and the Seller shall not have waived any
of the foregoing.

(xiii) Insurance. Fleetwood Credit, in accordance with its
customary servicing procedures, shall have determined that each
Obligor has obtained physical damage insurance covering the related
Financed Vehicle.

(xiv) Good Title. It is the intention of the Seller that
the transfer and assignment herein contemplated, taken as a whole,
constitute a sale of the Receivables from the Seller to the Trust and
that the beneficial interest in and title to the Receivables not be
part of the 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 Trustee, and no provision of a
Receivable shall have been waived, except as provided in clause (viii)
above; immediately prior to the transfer and assignment herein
contemplated, the Seller had good and marketable title to each
Receivable free and clear of all Liens and rights of others;
immediately upon the transfer and assignment thereof, the Trustee, for
the benefit of the Certificateholders, shall have good and marketable
title to each Receivable, free and clear of all Liens and rights of
others; and the transfer and assignment herein contemplated has been
perfected under the UCC.

(xv) 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 or any Transfer Agreement or pursuant to transfers of
the Certificates shall be unlawful, void or voidable.

(xvi) All Filings Made. All filings (including UCC
filings) necessary in any jurisdiction to give the Trustee a first
perfected ownership interest in the Receivables shall have been made.

(xvii) One Original. There shall be only one original
executed copy of each Receivable.

(xviii) Agreement/Transfer Agreement. The additional
representations and warranties as to the Receivables in the Agreement
or in the related Transfer Agreement, as the case may be, shall be
true and correct.

Section 12.02. Repurchase Upon Breach. The Seller, the Servicer or
the Trustee, as the case may be, shall inform the other parties promptly, in
writing, upon the discovery of any breach of the Seller's representations and
warranties set forth in Article Seven of the

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Agreement or Section 12.01 hereof or in any Transfer Agreement which materially
and adversely affects any Receivable. Unless the breach shall have been cured
by the second Record Date following the discovery (or, at the Seller's option,
the first Record Date following the discovery), the Seller shall repurchase any
Receivable materially and adversely affected by the breach, as of such Record
Date. If necessary, the Seller shall enforce the obligation of Fleetwood
Credit under the Receivables Purchase Agreement to repurchase such Receivable
from the Seller. In consideration of the purchase of any such Receivable, the
Seller shall remit the Repurchase Amount of such Receivable (less the amount of
any Liquidation Proceeds with respect to such Receivable deposited, or to be
deposited, by the Servicer in the Certificate Account pursuant to Section
13.03) to the Certificate Account in the manner specified in Section
14.06(a)(i). In the event that, as of the date of execution and delivery of
the Agreement, any Liens shall have been filed, including Liens for work, labor
or materials relating to a Financed Vehicle, that shall be prior to, or equal
or coordinate with, the lien granted by the related Receivable (whether or not
the Seller has knowledge thereof), and such breach materially and adversely
affects the interests of the Trust in such Receivable, the Seller shall
repurchase such Receivable on the terms and in the manner specified above. The
sole remedy of the Trustee, the Trust or the Certificateholders with respect to
a breach of the Seller's representations and warranties set forth in Article
Seven of the Agreement or Section 12.01 hereof or in any Transfer Agreement or
with respect to the existence of any such Liens shall be to require the Seller
to repurchase Receivables pursuant to this Section and to enforce Fleetwood
Credit's obligation to the Seller to repurchase such Receivables from the
Seller pursuant to the Receivables Purchase Agreement.

Section 12.03. Conveyance of Receivables. The Seller, pursuant to
the mutually agreed upon terms contained in the Agreement, shall sell,
transfer, assign and otherwise convey to the Trustee, without recourse (but
subject to the Seller's obligations in the Agreement), all of its right, title
and interest in and to the Receivables and any proceeds related thereto,
including any other items as shall be specified in the Agreement. It is the
intention of the Seller and the Certificateholders (as evidenced by the
acceptance of their Certificates) that the transfer and assignment contemplated
by the Agreement shall constitute a sale of the Receivables from the Seller to
the Trust and the beneficial interest in and title to the Receivables shall not
be part of the Seller's estate in the event of the filing of a bankruptcy
petition by or against the Seller under any bankruptcy law. The Seller agrees
to execute and file all filings (including filings under the UCC) necessary in
any jurisdiction to provide third parties with notice of the sale of the
Receivables and to perfect such sale under the UCC.

In the event the transfer and assignment contemplated by the Agreement
is deemed to be other than a sale, the parties intend that all filings
described in the foregoing paragraph shall give the Trustee on behalf of the
Trust a first priority perfected security interest in, to and under the related
Receivables, and other property conveyed hereunder and all proceeds of any of
the foregoing. The Agreement shall be deemed to be the grant of a security
interest from the Seller to the Trustee on behalf of the Trust, and the Trustee
on behalf of the Trust shall have all the rights, powers and privileges of a
secured party under the UCC. In such event, the Seller agrees to take such
action and execute such documents as the Trustee shall request in order fully
to realize the benefits of such secured party status, including, without

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limitation, powers of attorneys, financing statements, notices of lien or other
instruments or documents.

Section 12.04. Custody of Receivable Files. To assure uniform
quality in servicing the Receivables and to reduce administrative costs, the
Trustee, upon the execution and delivery of the Agreement, revocably appoints
the Servicer, and the Servicer 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 Trustee with respect to each Receivable
on or prior to the Closing Date and each Subsequent Receivable on or prior to
the related Subsequent Transfer Date:

(i) the original of the Receivable;

(ii) all documents evidencing the existence of physical
damage insurance covering the related Financed Vehicle;

(iii) the original credit application, executed by the
Obligor;

(iv) the original certificate of title or such documents
that the Servicer or the Seller shall keep on file, in accordance with
its customary procedures, evidencing the security interest in the
related Financed Vehicle; and

(v) any and all other documents that the Seller or the
Servicer, as the case may be, shall keep on file, in accordance with
its customary procedures, relating to such Receivable or the related
Obligor or Financed Vehicle.

Section 12.05. Duties of Servicer as Custodian.

(a) Safekeeping. The Servicer, in its capacity as custodian,
shall hold the Receivable Files on behalf of the Trustee for the use and
benefit of all present and future Certificateholders, and maintain such
accurate and complete accounts, records and computer systems pertaining to each
Receivable File as shall enable the Trustee to comply with the Agreement. In
performing its duties as custodian, the Servicer shall act with reasonable
care, using that degree of skill and attention that it exercises with respect
to the receivable files of comparable recreational vehicle receivables that the
Servicer services for itself or others. The Servicer shall conduct, or cause
to be conducted, periodic reviews of the files of all receivables owned or
serviced by it which shall include the Receivable Files held by it under the
Agreement, and of the related accounts, records and computer systems, in such a
manner as shall 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.

(b) Maintenance of and Access to Records. The Servicer shall
maintain each Receivable File at one of its offices specified in Schedule B to
the Agreement, or at such other office as shall be specified to the Trustee by
30 days' prior written notice. The Servicer

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shall make available to the Trustee or its duly authorized representatives,
attorneys or auditors the Receivable Files and the related accounts, records
and computer systems maintained by the Servicer at such times as the Trustee
may reasonably request.

(c) Release of Documents. Upon instruction from the Trustee, the
Servicer shall release any document in the Receivable Files to the Trustee or
its agent or designee, as the case may be, at such place or places as the
Trustee may designate, as soon as practicable. The Servicer shall not be
responsible for any loss occasioned by the failure of the Trustee to return any
document or any delay in doing so.

Section 12.06. 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 an Authorized Officer.
A certified copy of a bylaw or of a resolution of the Board of Directors of the
Trustee shall constitute conclusive evidence of the authority of any such
Authorized Officer to act and shall be considered in full force and effect
until receipt by the Servicer of written notice to the contrary given by the
Trustee.

Section 12.07. Indemnification by Servicer as Custodian. The
Servicer, as custodian, shall indemnify the Trustee 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.

Section 12.08. Effective Period and Termination. The Servicer's
appointment as custodian shall become effective as of the Initial Cutoff Date
and shall continue in full force and effect until terminated pursuant to this
Section. If the Servicer shall resign as Servicer pursuant to Section 18.05 or
if all of the rights and obligations of the Servicer may have been terminated
pursuant to Section 19.01, the appointment of the Servicer as custodian shall
be terminated by the Trustee, or by the Holders of Certificates evidencing not
less than 51% of the Voting Interests of the Class A Certificates and Class B
Certificates, voting together as a single class, in the same manner as the
Trustee or such Holders may terminate the rights and obligations of the
Servicer under Section 19.01. The Trustee may terminate the Servicer's
appointment as custodian, with cause at any time upon written notification to
the Servicer, and without cause upon 30 days' prior 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 its agent at
such place or places as the Trustee may reasonably designate. Notwithstanding
the termination of the Servicer as custodian, the Trustee agrees that upon any
such termination, the Trustee shall provide, or cause its agent to provide,
access to the Receivable Files to the Servicer for the purpose of carrying out
its duties and responsibilities with respect to the servicing of the
Receivables hereunder.

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ARTICLE THIRTEEN

ADMINISTRATION AND SERVICING OF RECEIVABLES

Section 13.01. Duties of Servicer. The Servicer, as agent for the
Trustee, shall administer the Receivables with reasonable care, using that
degree of skill and attention that the Servicer exercises with respect to all
comparable recreational vehicle receivables that it services for itself or
others. The Servicer's duties shall include collecting and posting of all
payments, responding to inquiries of Obligors or by federal, state or local
government authorities with respect to the Receivables, investigating
delinquencies, reporting tax information to Obligors in accordance with its
customary practices and accounting for collections and furnishing monthly and
annual statements to the Trustee with respect to distributions, making Advances
pursuant to Section 14.04 and making Non-Reimbursable Payments pursuant to
Section 14.05. 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 shall be authorized and empowered by
the Trustee to execute and deliver, on behalf of itself, the Trust, the Trustee
or the Certificateholders or any of them, any and all instruments of
satisfaction or cancellation, or of partial or full release or discharge and
all other comparable instruments, with respect to the Receivables or the
related Financed Vehicles. If the Servicer shall commence a legal proceeding
to enforce a Receivable, including a Defaulted Receivable, the Trustee 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 and the other property conveyed to the Trust pursuant to
Section 2.01 of the Agreement with respect to such Receivable to the Servicer
for the purposes of participating in such proceeding. If in any enforcement
suit or legal proceeding it shall be held that the Servicer may not enforce a
Receivable on the grounds 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. The Trustee shall
furnish the Servicer with any powers of attorney and other documents necessary
or appropriate to enable the Servicer to carry out its servicing and
administrative duties hereunder.

Section 13.02. Collection of Receivable 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
recreational vehicle receivables that it services for itself or others. If, as
a result of extending of payments (including any increase in the number of
payments) in the ordinary course of the Servicer's collection procedures, any
Receivable will be outstanding on the Final Scheduled Distribution Date, then
the Servicer shall repurchase such Receivable pursuant to Section 13.07 or
Section 21.02. In addition, in the event that any such rescheduling or
extension of a Receivable modifies the terms of such Receivable in such a
manner as to constitute a cancellation of such Receivable and the creation of a
new receivable, the Servicer shall purchase such Receivable pursuant to Section
13.07, and the receivable created shall not be included in the Trust. For the
purpose of such repurchases pursuant to Section 13.07, notice shall be deemed
to have been received by the Servicer at such time as shall make repurchase
mandatory as of the related Record Date.

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Notwithstanding the foregoing, extensions or modifications of the payment
schedule of a Receivable cannot be made unless the related Receivable is in
default or a default thereunder is imminent or if such extension or
modification is required by law. The Servicer may, in accordance with its
customary standards, policies and procedures, in its discretion (i) waive any
late payment charge or any other fees that may be collected in the ordinary
course of servicing a Receivable and (ii) waive the payment by the related
Obligor of Accrued Interest on any Receivable; provided that, in connection
with any such waiver of Accrued Interest, the Servicer shall make an Advance in
respect of the Accrued Interest so waived in accordance with Section 14.04, it
being understood and agreed that, notwithstanding anything to the contrary
contained in the Agreement, the obligation of the Servicer hereunder shall be
absolute and shall be performed regardless of whether the Servicer determines
that such Advance shall be recoverable and that the Servicer shall have no
right of reimbursement therefor.

Section 13.03. 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 take possession of the Financed
Vehicle securing any Receivable which the Servicer shall have determined to be
or that the Servicer believes will become a Defaulted Receivable (and shall
specify such Receivables to the Trustee no later than the Determination Date
following the end of the Collection Period in which the Servicer shall have
made such determination). The Servicer shall follow such customary and usual
practices and procedures as it shall deem necessary or advisable in its
servicing of recreational vehicle receivables, which may include reasonable
efforts to realize upon any recourse to Dealers, consigning a Financed Vehicle
to a dealer for resale and selling a Financed Vehicle at public or private
sale. The Servicer shall be entitled to recover all reasonable out-of-pocket
expenses incurred by it in the course of converting a Financed Vehicle into
cash proceeds. The Liquidation Proceeds realized in connection with any such
action with respect to a Receivable shall be deposited by the Servicer in the
Certificate Account in the manner specified in Section 14.06(a)(ii) and shall
be applied to reduce (or to satisfy, as the case may be) the Repurchase Amount
of the Receivable, if such Receivable is to be repurchased by the Seller
pursuant to Section 12.02 or by the Servicer pursuant to Section 13.07;
provided, however, that if such Liquidation Proceeds are recovered subsequent
to the purchase of a Receivable by the Seller such Liquidation Proceeds shall
be paid to the Seller within two Business Days of receipt or, if received with
respect to a Receivable purchased by the Servicer, may be retained by the
Servicer or deposited in the Certificate Account in satisfaction of other
obligations of the Servicer hereunder. The foregoing shall be subject to the
proviso that, in any case in which a Financed Vehicle shall have suffered
damage, the Servicer shall not expend funds in connection with the repair or
the repossession of such Financed Vehicle unless it shall determine in its
discretion that such repair and/or repossession will increase the Liquidation
Proceeds of the related Receivable by an amount equal to or greater than the
amount of such expenses.

Section 13.04. Physical Damage Insurance. The Servicer, in
accordance with its customary servicing procedures and underwriting standards,
shall require that each Obligor shall have obtained and maintained physical
damage insurance covering each Financed Vehicle as of the date of execution of
the related Receivable.

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Section 13.05. Maintenance of Security Interests in Financed
Vehicles. The Servicer, in accordance with its customary servicing procedures,
shall take such steps as are necessary to maintain perfection of the security
interest created by each Receivable in the related Financed Vehicle including
the filing of financing statements and continuation statements with respect to
the transfer of the security interest in such Financed Vehicle to the Trust.
The Trustee hereby authorizes the Servicer, and the Servicer hereby agrees, to
take such steps as are necessary to reperfect such security interest on behalf
of the Trust in the event of the relocation of a Financed Vehicle or for any
other reason. In the event that the assignment of a Receivable to the Trust is
insufficient, without a notation on the related Financed Vehicle's certificate
of title, to grant to the Trust a first perfected security interest in the
related Financed Vehicle, the Servicer hereby agrees to serve as the agent of
the Trust for the purpose of perfecting the security interest in such Financed
Vehicle and that the Servicer's listing as the secured party on the certificate
of title is in its capacity as agent of the Trust.

Section 13.06. Covenants of Servicer. The Servicer shall make the
following covenants on which the Trustee will rely in accepting the Receivables
in trust and authenticating the Certificates:

(i) Security Interest to Remain in Force. Except as
contemplated by the Agreement, the Financed Vehicle securing each
Receivable shall not be released by the Servicer from the security
interest granted by the Receivable in whole or in part.

(ii) No Impairment. The Servicer shall not impair the
rights of the Certificateholders in the Receivables.

(iii) Amendments. The Servicer shall not increase the
number of payments under a Receivable except as permitted pursuant to
Section 13.02, nor increase the Amount Financed under a Receivable.

Section 13.07. Purchase of Receivables Upon Breach. The Servicer or
the Trustee, as the case may be, shall inform the other party promptly, in
writing, upon the discovery of any breach by the Servicer of its obligations
pursuant to Section 13.06 which materially and adversely affects the interest
of the Trust in any Receivable or pursuant to Section 13.02 in the case of a
Receivable for which the related payment schedule has been extended or
modified. Unless the breach shall have been cured by the second Record Date
following the date of such discovery (or, at the Servicer's election, the first
following Record Date), the Servicer shall purchase any Receivable materially
and adversely affected by such breach as of such second Record Date. In
consideration of the purchase of such Receivable, the Servicer shall remit the
Repurchase Amount (less any Liquidation Proceeds deposited, or concurrently
being deposited, in the Certificate Account with respect to such Receivable
pursuant to Section 13.03) to the Certificate Account in the manner specified
in Section 14.06(a)(i). The sole remedy of the Trustee, the Trust or the
Certificateholders against the Servicer with respect to a breach pursuant to
Section 13.02 or 13.06 shall be to require the Servicer to repurchase
Receivables pursuant to this Section.

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Section 13.08. Servicing Fee. The Servicing Fee for a Collection
Period shall equal the product of one twelfth times the Servicing Fee Rate
times the Pool Balance as of the Record Date immediately preceding the first
day of such Collection Period, except that in the case of the first Collection
Period, the Servicing Fee shall equal the product of one twelfth times the
Servicing Fee Rate times the Original Pool Balance. The Servicing Fee for any
Collection Period shall be calculated based on a 360 day year comprised of
twelve 30-day months. In addition, the Servicer shall also be entitled to
receive as additional servicing compensation all late payment and extension
fees, and other administrative fees with respect to the Receivables, collected
(from whatever source) on the Receivables; provided, however, such late payment
and other fees shall not form a part of the Servicing Fee and the Servicer
shall be entitled to such fees as and when collected.

Section 13.09. Servicer's Certificate. On or before each
Determination Date, the Servicer shall deliver to the Trustee and the Letter of
Credit Bank, if any, a Servicer's Certificate containing all information
necessary to make the distributions pursuant to Section 14.07 in respect of the
Collection Period preceding the date of such Servicer's Certificate and all
information necessary for the Trustee to send statements to Certificateholders
pursuant to Section 14.10. The Servicer shall also specify to the Trustee no
later than the Determination Date following the Record Date as of which the
Seller shall be required to repurchase or the Servicer shall be required to
purchase a Receivable, the identity of any such Receivable and the identity of
any Receivable which the Servicer shall have determined to be a Defaulted
Receivable during the preceding Collection Period. Receivables purchased or to
be purchased by the Servicer or the Seller and Receivables as to which the
Servicer has determined during the Collection Period that eventual payment in
full is unlikely and with respect to which payment of the Repurchase Amount has
been provided from whatever source as of any Record Date shall be identified by
the Seller's account number with respect to such Receivable (as specified in
the Schedule of Receivables). The Rating Agencies may request such additional
information as the Servicer may be able to reasonably provide.

Section 13.10. Annual Statement as to Compliance; Notice of Default;
Opinion as to Interest of the Trustee in the Receivables.

(a) The Servicer shall deliver to the Trustee and the Letter of
Credit Bank, if any, on or before April 30 of each year, beginning with the
first April 30 that occurs at least six months after the Initial Cutoff Date,
an Officer's Certificate, stating that (i) a review of the activities of the
Servicer during the preceding 12-month period ending the preceding December 31
(or shorter period in the case of the first such certificate) 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, 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.

(b) The Servicer shall deliver to the Trustee and the Letter of
Credit Bank, if any, promptly after having obtained knowledge thereof, but in
no event later than five Business Days thereafter, an Officer's Certificate of
any event which with the giving of notice or lapse

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of time, or both, would become an Event of Default under clause (i) or (ii) of
Section 19.01. The Seller shall deliver to the Trustee and Letter of Credit
Bank, if any, promptly after having obtained knowledge thereof, but in no event
later than five Business Days thereafter, 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 19.01.

(c) The Servicer shall deliver to the Trustee on or prior to April
30 of each year, commencing with the first April 30 that occurs at least six
months after the Initial Cutoff Date, an Opinion of Counsel, dated as of such
date, 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.

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 or to the
Seller) to deliver to the Trustee and the Letter of Credit Bank, if any, on or
before April 30 of each year beginning with the first April 30 that occurs at
least six months after the Initial Cutoff Date, a report addressed to the Board
of Directors of the Servicer, the Trustee and the Letter of Credit Bank, if
any, to the effect that such firm has examined the financial statements of the
Servicer for the fiscal year ending the preceding December 31 and issued its
report thereon and that such examination (i) was made in accordance with
generally accepted auditing standards, and accordingly included such tests of
the accounting records and such other auditing procedures as such firm
considered necessary in the circumstances, and (ii) except as described in such
report, disclosed no exceptions or errors in the records relating to
receivables serviced for others that, in such firm's opinion, requires such
firm to report.

The report shall also indicate that such firm is independent of the
Servicer within the meaning of the Code of Professional Ethics of the American
Institute of Certified Public Accountants.

Section 13.12. Access to Certain Documentation and Information
Regarding Receivables. The Servicer shall provide to the Certificateholders
access to the Receivable Files in such cases where the Certificateholders 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 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.

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Section 13.13. Reports to Certificateholders and Rating Agencies.

(a) The Trustee shall provide to any Certificateholder or
Certificate Owner who so requests in writing a copy of (i) any Servicer's
Certificate, (ii) any annual statement as to compliance described in Section
13.10(a), (iii) any annual report described in Section 13.11, (iv) any
statement to Certificateholders described in Section 14.10 or (v) the Agreement
(without Exhibits). The Trustee may require such Certificateholder or
Certificate Owner to pay a reasonable sum to cover the cost of the Trustee's
complying with such request.

(b) The Trustee shall forward to each Rating Agency a copy of each
(i) Servicer's Certificate described in Section 13.09, (ii) annual statement as
to compliance described in Section 13.10(a), (iii) Officer's Certificate
described in Section 13.10(b), (iv) Opinion of Counsel described in 13.10(c),
(v) annual independent certified public accountants' report described in
Section 13.11, (vi) statement to Certificateholders described in Section 14.10
and (vii) other report it may receive pursuant to the Agreement at its address
specified in Section 22.05 or in the Agreement.

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ARTICLE FOURTEEN

DISTRIBUTIONS; RESERVE FUND;
PRE-FUNDING ACCOUNT; STATEMENTS TO CERTIFICATEHOLDERS

Section 14.01. Accounts.

(a) The Servicer shall establish the Accounts in the name of the
Trustee for the benefit of the Certificateholders. Each Account shall be a
segregated trust account initially established with the Trustee and maintained
(i) with the Trustee so long as the deposits of the Trustee have the Required
Deposit Rating, or (ii) in a non-interest bearing segregated trust account
bearing a designation clearly indicating that the funds deposited therein are
held in trust for the benefit of the Certificateholders, located in the
corporate trust department of a depository institution or trust company having
corporate trust powers under applicable federal and state laws (which may
include the Trustee) organized under the laws of the United States or any State
and, if required by any Rating Agency, having the Required Long Term Debt
Rating.

(b) For so long as the bank or trust company then maintaining the
Accounts has the Required Deposit Rating, all amounts held in the Accounts
shall, to the extent permitted by applicable laws, rules and regulations, be
invested, as directed by the Servicer, in Permitted Investments. In the event
that the short-term unsecured debt obligations of the Trustee no longer have
the Required Deposit Rating, then the Servicer shall, with the Trustee's
assistance as necessary, cause the Certificate Account and, so long as the
Funding Period has not ended, the Pre-Funding Account, to be moved within 15
days of such occurrence (i) to a bank or trust company, the short-term
unsecured debt obligations of which shall have the Required Deposit Rating, or
(ii) to a non-interest bearing segregated trust account bearing a designation
clearly indicating that the funds deposited therein are held in trust for the
benefit of the Certificateholders, located in the corporate trust department of
a depository institution or trust company having corporate trust powers under
applicable federal and state laws (which may include the Trustee) organized
under the laws of the United States or any State and, if required by any Rating
Agency, having the Required Long Term Debt Rating. Earnings on investment of
funds in the Pre-Funding Account shall be deposited into the Certificate
Account pursuant to Section 14.07(a)(i) and losses and investment expenses
shall be charged against the funds on deposit in the Pre-Funding Account.
Earnings on investment of funds in the Certificate Account shall be paid to the
Servicer.

Section 14.02. Collections. The Servicer shall remit to the
Certificate Account on a daily basis within two Business Days of receipt
thereof, all payments by or on behalf of the Obligors (other than the amounts
listed in subclauses (i)(a) and (b) of the definition of Available Funds as not
constituting Available Funds) on or in respect of the Receivables (other than
Repurchased Receivables) and all Liquidation Proceeds both as collected during
each Collection Period.

Fleetwood Credit has requested that the Servicer be permitted to make
remittances of collections on a less frequent basis than that specified in the
immediately preceding sentence

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<PAGE> 36
upon the Servicer's compliance with the specific terms and conditions set forth
below in this Section and for so long as such terms and conditions are
fulfilled. Accordingly, notwithstanding the provisions of the first sentence
of this Section, the Servicer will be permitted to remit such collections to
the Certificate Account in Automated Clearinghouse Corporation next-day funds
or immediately available funds no later than 12:00 P.M., New York City time, on
the Business Day immediately preceding each Distribution Date but only for so
long as (a)(i) except as provided in clause (b) below, the short-term credit
rating of the Servicer is at least equal to the Required Servicer Rating by
each Rating Agency, and (ii) no Event of Default shall have occurred and be
continuing; provided, however, that immediately following the non-compliance
with clause (i) above or in the event that an event of the nature specified in
clause (iii) of Section 19.01 has occurred (notwithstanding any period of grace
contained in such clause), the Servicer shall remit such collections to the
Certificate Account on a daily basis within two Business Days of receipt
thereof, or (b)(i) if the condition specified in clause (a)(ii) above is
satisfied, and (ii) the Servicer shall have obtained a Servicer Letter of
Credit issued in favor of the Trustee by a depository institution or insurance
company, as the case may be, having a short-term credit rating at least equal
to the Required Deposit Rating and providing that the Trustee may draw thereon
in the event that the Servicer fails to deposit collections into the
Certificate Account on a monthly basis; provided that in connection with clause
(b) above, the Servicer provides, to the Trustee, from each Rating Agency for
which the Servicer's then-current short-term credit rating is not at least
equal to the Required Servicer Rating for such Rating Agency, a letter to the
effect that the satisfaction of the conditions in clause (b) above and allowing
the Servicer to make monthly deposits will not result in a qualification,
reduction or withdrawal of the then-current rating of the Rated Certificates
and, if applicable, an Officer's Certificate from the Servicer to the effect
that the Servicer's then-current short-term credit rating is at least equal to
the Required Servicer Rating from each other Rating Agency, if any; and,
provided further, that if the Servicer shall have obtained a Servicer Letter of
Credit in accordance with clause (b) above, the Servicer shall be required to
remit such collections in the manner provided for in Section 15.01(c) under the
conditions specified in such Section. The Trustee shall not be deemed to have
knowledge of any event or circumstance under clause (a)(ii) above that would
require daily remittance by the Servicer to the Certificate Account unless it
has received notice of such event or circumstance from the Seller or the
Servicer in an Officer's Certificate or from Certificateholders as provided in
Section 19.01. For purposes of this Article the phrase "payments made on
behalf of Obligors" shall mean payments made by Persons other than the Seller,
the Servicer or the Letter of Credit Bank, if any.

Any funds held by the Servicer which it determines are to be remitted
(or any of its own funds which the Seller or the Servicer determines to pay to
the Letter of Credit Bank) in respect of a failure previously to remit
collections which failure resulted in a payment under any Servicer Letter of
Credit pursuant to Section 15.01 shall not be remitted to the Certificate
Account, but shall instead be paid immediately and directly to the Letter of
Credit Bank. Any such payment to the Letter of Credit Bank shall be
accompanied by a copy of the Servicer's Certificate related to the previous
failure to remit funds and an Officer's Certificate which includes a statement
identifying, by reference to the items in such Servicer's Certificate, each
shortfall in Servicer remittances to which such payment relates. The Servicer
will also

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provide the Trustee with copies of each such Servicer's Certificate and
Officer's Certificate delivered with any such payment to the Letter of Credit
Bank.

Section 14.03. Application of Collections. As of each Record Date,
all collections for the related Collection Period shall be applied by the
Servicer as follows: with respect to each Receivable (including a Defaulted
Receivable), payments by or on behalf of an Obligor shall be applied first to
late payment and extension fees, second to interest accrued on the Receivable,
third to principal of the Receivable and fourth to administrative charges, if
any. Any excess shall be applied to pay the principal balance of the
Receivable.

Section 14.04. Advances. As of each Record Date, the Servicer shall
purchase from the Trust the aggregate Accrued Interest on the Receivables
(including Accrued Interest waived by the Servicer pursuant to Section 13.02)
at a price equal to the face value thereof. On the Business Day immediately
preceding the related Distribution Date, the Servicer shall deposit an amount
equal to the Accrued Interest in respect of each Receivable plus the amount
then due and unpaid in respect of principal on each Receivable that became a
Defaulted Receivable during the related Collection Period (an "Advance") in the
Certificate Account in Automated Clearinghouse Corporation next-day funds or
immediately available funds. The Servicer shall be entitled to reimbursement
for unreimbursed Advances, without interest, with respect to a Receivable from
subsequent Collected Interest or Collected Principal, as the case may be,
allocable with respect to such Receivable, Liquidation Proceeds of or the
Repurchase Amount of such Receivable or as otherwise provided in Section 14.07,
except as otherwise provided in Sections 13.02 and 13.07. Except as otherwise
provided in Section 13.02, the Servicer shall not be required to make an
Advance to the extent that the Servicer, in its sole discretion, shall
determine that such Advance will not be recoverable from subsequent payments by
or on behalf of the related Obligor, Liquidation Proceeds or the Repurchase
Amount with respect to such Receivable (whether such Receivable is purchased by
the Seller or the Servicer, to the extent such right of reimbursement is not
waived in connection with any such repurchase) or otherwise.

Section 14.05. Non-Reimbursable Payments. As of each Record Date,
the Servicer shall be required to make a payment (the "Non-Reimbursable
Payment") equal to the amount of interest that accrued on the aggregate
Collected Principal for the related Collection Period, at a rate equal to the
sum of (i) the weighted average of the Class A Pass- Through Rate and the Class
B Pass-Through Rate as of the Closing Date and (ii) the Servicing Fee Rate,
from the date of collection of each payment of principal on or in respect of
the Receivables comprising part of such aggregate Collected Principal through
such Record Date, based on a year with the actual number of days in such year
and consisting of twelve months with the actual number of days in such month.
The Servicer shall not be entitled to reimbursement for any Non-Reimbursable
Payment from the Trust, the Trustee, the Seller or the Letter of Credit Bank,
if any. On the Business Day immediately preceding each Distribution Date, the
Servicer shall deposit into the Certificate Account in Automated Clearinghouse
Corporation next-day funds or immediately available funds an amount equal to
the aggregate Non-Reimbursable Payments to be made in respect of the related
Collection Period.

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Section 14.06. Additional Deposits.

(a) The following additional deposits shall be made to the
Certificate Account: (i) the Servicer or the Seller, as the case may be, shall
remit the aggregate Repurchase Amount with respect to Repurchased Receivables
pursuant to Sections 12.02, 13.07 and 21.02, (ii) the Servicer shall remit the
aggregate Liquidation Proceeds received during each Collection Period (less any
Liquidation Proceeds paid to the Seller or retained by the Servicer) pursuant
to Section 13.03, (iii) the Trustee shall deposit (A) the aggregate of any
amounts received from any Letter of Credit Bank pursuant to Article Fifteen or
(B) from the sale of Receivables pursuant to Section 21.03, in each case on the
date of receipt thereof, and (iv) on the Distribution Date immediately
succeeding the date in which the Funding Period ends (or on the Distribution
Date on which the Funding Period ends, if the Funding Period ends on a
Distribution Date), the Trustee shall remit the remaining Pre-Funded Amount on
deposit in the Pre-Funding Account to the Certificate Account pursuant to
Section 14.09(c).

(b) Except as otherwise provided in Section 14.02, all deposits
required to be made in respect of a Collection Period pursuant to this Section
by the Seller or the Servicer may be made in the form of a single deposit by
the Seller or the Servicer, as the case may be, and shall be made in Automated
Clearinghouse Corporation next-day funds or immediately available funds, no
later than 12:00 P.M., New York City time, on the Business Day preceding each
Distribution Date.

Section 14.07. Distributions.

(a) On each Distribution Date, the Trustee shall cause to be made
the following transfers and distributions in immediately available funds in the
amounts set forth in the Servicer's Certificate for such Distribution Date:

(i) from monies on deposit in the Pre-Funding Account to
the Certificate Account, earnings received from investment of the
Pre-Funded Amount during the related Collection Period;

(ii) from monies on deposit in the Reserve Fund to the
Certificate Account, an amount equal to the Negative Carry Amount for
the related Collection Period, if any.

(b) The rights of the Class B Certificateholders to receive
distributions in respect of the Class B Certificates shall be and hereby are
subordinated to the rights of the Class A Certificateholders to receive
distributions in respect of the Class A Certificates to the extent provided in
this Section. On each Distribution Date, the Trustee shall cause to be made
the following transfers and distributions from the Certificate Account in
respect of the related Collection Period in the following order of priority and
in the amounts set forth in the Servicer's Certificate for such Distribution
Date:

(i) to the Servicer in reimbursement of an Advance
previously made in respect of a Receivable, by wire transfer of
immediately available funds, from monies

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on deposit in the Certificate Account in respect of (A) the amount of
Collected Interest collected during the related Collection Period in
respect of the related Receivable, (B) the interest portion of the
Repurchase Amount (to the extent that the Repurchase Amount does not
consist in part of a waiver of the right to reimbursement for an
Advance made in respect of such Receivable, as provided in Section
13.02) and (C) the interest portion of Liquidation Proceeds of such
Receivable; provided that no repayment of an Advance made by the
Servicer in respect of a Receivable pursuant to this subclause, when
taken together with all previous repayments made in respect of such
Advance, may exceed the actual amount of the Advance;

(ii) to the Servicer, by wire transfer of immediately
available funds, the aggregate payment of the Servicing Fee (including
any unpaid Servicing Fees with respect to one or more prior Collection
Periods); provided, however, that such fees shall be provided from
Available Funds only to the extent, as determined by the Servicer
pursuant to Section 14.03, such funds represent payment in respect of
the Receivables allocable to interest;

(iii) to the Class A Certificateholders as of the previous
Record Date from Collected Interest (after giving effect to the
reduction in Collected Interest described in clauses (i) and (ii)
above), an amount equal to the sum of the Class A Interest
Distributable Amount and any outstanding Class A Interest Carryover
Shortfall; and, if such Collected Interest is insufficient, the Class
A Certificateholders will receive such shortfall first, from the Class
B Percentage of Collected Principal and second, if such amounts are
still insufficient, from monies on deposit in the Reserve Fund;

(iv) to the Class B Certificateholders as of the previous
Record Date, from Collected Interest (after giving effect to the
reduction in Collected Interest described in clauses (i), (ii) and
(iii) above), an amount equal to the sum of the Class B Interest
Distributable Amount and any outstanding Class B Interest Carryover
Shortfall; and, if such Collected Interest is insufficient, the Class
B Certificateholders will receive such shortfall from monies on
deposit in the Reserve Fund;

(v) to the Class A Certificateholders as of the previous
Record Date, from Collected Principal (after giving effect to
reduction in Collected Principal described in clause (iii) above) an
amount equal to the sum of the Class A Principal Distributable Amount
and any outstanding Class A Principal Carryover Shortfall; and, if
such Collected Principal is insufficient, the Class A
Certificateholders will receive such shortfall first, from Collected
Interest (after giving effect to the reduction in Collected Interest
described in clauses (i) through (iv) above) and second, if such
amounts are still insufficient, from monies on deposit in the Reserve
Fund; and

(vi) to the Class B Certificateholders as of the previous
Record Date, from Collected Principal (after giving effect to the
reduction in Collected Principal described in clauses (iii) and (v)
above), an amount equal to the sum of the Class B Principal
Distributable Amount and any outstanding Class B Principal Carryover
Shortfall; and, if such Collected Principal is insufficient, the Class
B Certificateholders will receive

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such shortfall first, from Collected Interest (after giving effect to
the reduction in Collected Interest described in clauses (i) through
(v) above) and second, if such amounts are still insufficient, from
monies on deposit in the Reserve Fund.

(c) On each Distribution Date, the Trustee shall distribute any
excess amounts remaining in the Certificate Account in respect of the related
Collection Period after making the distributions described in clauses (a)(i)
through (vi) above ("Excess Amounts") in the following amounts and in the
following order of priority: (i) into the Reserve Fund until the amount on
deposit therein equals the Specified Reserve Fund Balance, and (ii) to the
Seller. Notwithstanding the foregoing, all Excess Amounts will be deposited
into the Reserve Fund and will not be paid to the Seller until the Distribution
Date immediately succeeding the date on which the Funding Period ends (or on
the Distribution Date on which the Funding Period ends if the Funding Period
ends on a Distribution Date).

(d) Subject to Section 21.01 with respect to the final payment
upon retirement of each Certificate, on each Distribution Date the Trustee
shall distribute to the respective Certificateholders of record as of the
previous Record Date by check mailed by the Trustee to each Certificateholder's
respective address (or if DTC, its nominee or a Clearing Agency is the relevant
Certificateholder, by wire transfer of immediately available funds or pursuant
to other arrangements) the amount to be distributed to such Certificateholder
pursuant to such Holder's Certificate.

(e) In the event that the Servicer determines that the amount of
an Advance previously made in respect of a Receivable which became a Defaulted
Receivable is not recoverable as a result of the fact that Liquidation Proceeds
of such Defaulted Receivable are insufficient to fully reimburse the Servicer
for such Advance, the Servicer shall be entitled to withdraw from the
Certificate Account an amount equal to the amount that would be necessary to
fully reimburse the Servicer for such Advance, and the amount available for the
other distributions pursuant to this Section will be reduced accordingly.

Section 14.08. Subordination; Reserve Fund; Priority of
Distributions.

(a) (i) In order to effectuate the subordination provided for
herein and to assure that sufficient amounts to make required
distributions to Certificateholders will be available, the Servicer
shall establish and maintain with the Trustee a separate trust account
(the "Reserve Fund") which will include the money and other property
deposited and held therein pursuant to Section 14.07(c)(i) and this
Section. Except as otherwise provided in the Agreement, the Reserve
Fund shall (A) be a segregated trust account initially established
with the Trustee and maintained with the Trustee so long as the
commercial paper, other short-term unsecured debt obligations or
uninsured deposits of the Trustee have the Required Rating and (B) in
the event that the commercial paper, other short-term unsecured debt
obligations or uninsured deposits of the Trustee no longer have the
Required Rating, within ten Business Days the Servicer shall, with the
assistance of the Trustee as necessary, cause the Reserve Fund to be
moved to (1) a segregated deposit account in a bank or trust company
the commercial paper, other short-term unsecured debt obligations or
uninsured deposits of which shall

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have the Required Rating, or (2) segregated trust accounts bearing
designations clearly indicating the funds deposited therein are held
in trust for the benefit of the Certificateholders, located in the
corporate trust department of a depository institution or trust
company (which may include the Trustee) having a long-term deposit
rating from Moody's (so long as Moody's is a Rating Agency) of at
least Baa3 (or such lower rating as Moody's shall approve in writing)
and corporate trust powers under applicable federal and state laws and
organized under the laws of the United States, any State or the
Commonwealth of Puerto Rico.

On or prior to the Closing Date, the Seller shall deposit an
amount equal to the Reserve Fund Initial Deposit into the Reserve
Fund. The Reserve Fund shall not be part of the Trust but instead
will be held for the benefit of the Holders of the Certificates. The
Seller hereby acknowledges that any money and other property held in
the Reserve Fund, including the Reserve Fund Initial Deposit (and any
investment earnings thereon), is owned directly by it, and the Seller
hereby agrees to treat the same as its assets (and earnings) for
federal income, state and local franchise tax purposes.

(ii) In order to give effect to the subordination provided
for herein and to assure availability of the amounts maintained in the
Reserve Fund, the Seller hereby sells, conveys and transfers to the
Trustee, as collateral agent, and its successors and assigns, the
Reserve Fund Initial Deposit and all proceeds thereof and hereby
pledges to the Trustee as collateral agent, and its successors and
assigns, all other amounts deposited in or credited to the Reserve
Fund from time to time under the Agreement, all Permitted Investments
made with amounts on deposit therein, all earnings and distributions
thereon and proceeds thereof (other than proceeds constituting net
investment earnings attributable to the Reserve Fund Property)
subject, however, to the limitations set forth below, and solely for
the purpose of securing and providing for payment of the Class A and
Class B Distributable Amounts, together with any Class A and Class B
Interest Carryover Shortfalls and Class A and Class B Principal
Carryover Shortfalls, in accordance with Section 14.07 and this
Section (all the foregoing, subject to the limitations set forth
below, being the "Reserve Fund Property"), to have and to hold all the
aforesaid property, rights and privileges unto the Trustee, its
successors and assigns, in trust for the uses and purposes, and
subject to the terms and provisions, set forth in this Section. The
Trustee hereby acknowledges such transfer and accepts the trusts
hereunder and shall hold and distribute the Reserve Fund Property in
accordance with the terms and provisions of this Section.

(iii) Consistent with the limited purposes for which such
trust is granted on each Distribution Date, the amounts on deposit in
the Reserve Fund shall be available for distribution as provided in
Section 14.07, in accordance with and subject to the following: if
the amount on deposit in the Reserve Fund (after giving effect to all
deposits thereto and withdrawals therefrom on such Distribution Date)
is greater than the Specified Reserve Fund Balance, the Trustee shall
release and distribute all such amounts to the Seller unless
prohibited from making such distribution by the last sentence of
Section 14.07(c). Upon any such distribution to the Seller, the
Certificateholders will have no further rights in, or claims to, such
amounts.

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(b) (i) Amounts held in the Reserve Fund shall be invested in
Permitted Investments in accordance with written instructions from the
Seller and such investments shall not be sold or disposed of prior to
their maturity. Investment earnings attributable to the Reserve Fund
Property shall not be available to satisfy the subordination
provisions of the Agreement and shall not otherwise be subject to any
claims or rights of the Certificateholders or the Servicer. All such
investments shall be made in the name of the Trustee or its nominee,
as collateral agent, and all income and gain realized thereon shall be
solely for the benefit of the Seller and shall be payable by the
Trustee to the Seller on each Distribution Date. Realized losses, if
any, on investment of the Reserve Fund Property shall be charged first
against undistributed investment earnings attributable to the Reserve
Fund Property and then against the Reserve Fund Property.

(ii) With respect to the Reserve Fund Property, the Seller
on behalf of itself, its successors and assigns and the Trustee agree
that:

(A) Any Reserve Fund Property that is held in
deposit accounts shall be held solely in the name of the
Trustee, as collateral agent, at the Trustee (in a segregated
trust account if the deposits of the Trustee do not have the
Required Deposit Rating) or at one or more depository
institutions which have the Required Deposit Rating. Each
such deposit account shall be subject to the exclusive custody
and control of the Trustee, and the Trustee shall have sole
signature authority with respect thereto.

(B) Any Reserve Fund Property that constitutes
Physical Property shall be delivered to the Trustee, as
collateral agent, in accordance with paragraph (a) of the
definition of "Delivery" and shall be held, pending maturity
or disposition, solely by the Trustee, as collateral agent, or
a Financial Intermediary acting solely for the Trustee, as
collateral agent.

(C) Any Reserve Fund Property that is a
book-entry security held through the Federal Reserve System
pursuant to federal book-entry regulations shall be delivered
in accordance with paragraph (b) of the definition of
"Delivery" and shall be maintained by the Trustee, as
collateral agent, pending maturity or disposition, through
continued book-entry registration of such Reserve Fund
Property as described in such paragraph.

(D) Any Reserve Fund Property that is an
"uncertificated security" under Article 8 of the UCC and that
is not governed by clause (C) above shall be delivered to the
Trustee, as collateral agent, in accordance with paragraph (c)
of the definition of "Delivery" and shall be maintained by the
Trustee, as collateral agent, pending maturity or disposition,
through continued registration of the Trustee's or its
Financial Intermediary's (or its custodian's or its nominee's)
ownership of such security, in its capacity as collateral
agent.

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Effective upon Delivery of any Reserve Fund Property in the
form of Physical Property, book-entry securities or uncertificated
securities, the Trustee shall be deemed to have purchased such Reserve
Fund Property for value, in good faith and without notice of any
adverse claim thereto.

(iii) Each of the Seller and the Servicer agrees to take or
cause to be taken such further actions, to execute, deliver and file
or cause to be executed, delivered and filed such further documents
and instruments (including, without limitation, any UCC financing
statements or the Agreement) as may be determined to be necessary in
an Opinion of Counsel to the Seller delivered to the Trustee in order
to perfect the interests created by this Section and otherwise fully
to effectuate the purposes, terms and conditions of this Section. The
Seller and/or the Servicer, as the case may be, shall:

(A) promptly execute, deliver and file any
financing statements, amendments, continuation statements,
assignments, certificates and other documents with respect to
such interests and perform all such other acts as may be
necessary in order to perfect or to maintain the perfection of
the Trustee's security interest; and

(B) make the necessary filings of financing
statements or amendments thereto within five days after the
occurrence of any of the following: (1) any change in its
corporate name or any trade name; (2) any change in the
location of its chief executive office or principal place of
business; and (3) any merger or consolidation or other change
in its identity or corporate structure and promptly notify the
Trustee of any such filings.

(iv) The Trustee shall not enter into any subordination or
intercreditor agreement with respect to the Reserve Fund Property.

(c) Upon termination of this Agreement in accordance with Section
21.01, any amounts on deposit in the Reserve Fund, after payment of amounts due
to the Class A and Class B Certificateholders, shall be paid to the Seller.

Section 14.09. Pre-Funding Account.

(a) Pursuant to Section 14.01, the Servicer shall establish the
Pre-Funding Account in the name of the Trustee for the benefit of the
Certificateholders.

(b) On the Closing Date, the Seller will deposit in the
Pre-Funding Account an amount equal to the Original Pre-Funded Amount from the
proceeds of the sale of the Certificates. On each Subsequent Transfer Date,
the Servicer shall instruct the Trustee in writing to withdraw from the
Pre-Funding Account an amount equal to the Principal Balance of the Subsequent
Receivables (as of the related Subsequent Cutoff Date) sold to the Trust on
such Subsequent Transfer Date and pay such amount to or upon the order of the
Seller upon

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satisfaction of the conditions set forth in the Agreement and in the related
Transfer Agreement with respect to such transfer.

(c) If (i) the Pre-Funded Amount has not been reduced to zero by
the close of business on the Latest Funding Period Termination Date or (ii) the
Pre-Funded Amount has been reduced to $100,000 or less on any Distribution Date
during the Funding Period, in either case after giving effect to any reductions
in the Pre-Funded Amount on such Distribution Date pursuant to Section
14.09(b), the Servicer shall instruct the Trustee to withdraw such remaining
portion of the Pre-Funded Amount from the Pre-Funding Account and deposit it in
the Certificate Account on such Distribution Date to be applied to a partial
prepayment of the Certificates, in addition to the payment of principal and
interest that otherwise would be payable with respect to such Certificates on
such Distribution Date.

Section 14.10. Net Deposits. For so long as (i) Fleetwood Credit
shall be the Servicer and (ii) the Servicer shall be entitled pursuant to
Section 14.02 to remit collections on a monthly rather than daily basis, the
Servicer may make the remittances pursuant to Sections 14.02, 14.04, 14.05 and
14.06 net of amounts to be distributed to the Servicer pursuant to Section
14.07. Nonetheless, the Servicer shall account for all of the above described
remittances and distributions in the Servicer's Certificate as if the amounts
were deposited and/or distributed separately.

Section 14.11. Statements to Certificateholders. On each
Distribution Date, the Trustee shall include with each distribution to each
Class A Certificateholder and Class B Certificateholder of record, a statement
based on information in the related Servicer's Certificate furnished pursuant
to Section 13.09, setting forth for the related Collection Period the following
information (stated in the case of items (i), (ii) and (iii) below, on the
basis of a Certificate with a denomination of $1,000) as of the related Record
Date or such Distribution Date, as the case may be:

(i) the amount of the distribution allocable to principal
on the Class A Certificates and the Class B Certificates;

(ii) the amount of the distribution allocable to interest
on the Class A Certificates and the Class B Certificates;

(iii) the Certificateholder's pro rata portion of the
Servicing Fee and any additional servicing compensation paid to the
Servicer and the fee paid to the Letter of Credit Bank, if any;

(iv) the Pool Balance, the Class A Pool Factor and the
Class B Pool Factor as of the related Record Date;

(v) the amount, if any, of proceeds received during the
related Collection Period in connection with any physical damage
insurance policies covering Financed Vehicles;

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(vi) the amount on deposit in the Reserve Fund, after
Giving effect to distributions made on such Distribution Date, such
amount as a percentage of the Pool Balance and, if the amount on
deposit in the Reserve Fund has been reduced to zero, the number and
aggregate dollar amount of Defaulted Receivables;

(vii) the Servicer Letter of Credit Amount, if any, and
such amount as a percentage of the Pool Balance;

(viii) the amount if any, of proceeds received during the
related Collection Period from Dealer repurchase obligations relating
to Defaulted Receivables;

(ix) the number and aggregate amount of Paid-Ahead
Receivables, the aggregate amount of unreimbursed Advances made with
respect to such Paid-Ahead Receivables and the change in such amounts
from the previous Collection Period;

(x) the aggregate amount of unreimbursed Advances and the
change in such amount from the previous Collection Period;

(xi) the Class A Certificate Balance and the Class B
Certificate Balance as of such Record Date, after giving effect to
payments allocated to principal reported under (i) above;

(xii) the amount of Class A Principal and Interest
Carryover Shortfalls and Class B Principal and Interest Carryover
Shortfalls, if any, on such Distribution Date and the change in such
Class A and Class B Principal and Interest Carryover Shortfalls from
the immediately preceding Distribution Date;

(xiii) the amount of Realized Losses, if any, on such
Distribution Date and the change in such amount from the immediately
preceding Distribution Date; and

(xiv) the amount otherwise distributable to the Class B
Certificateholders that is being distributed to the Class A
Certificateholders on such Distribution Date.

(xv) for Distribution Dates during the Funding Period, the
remaining Pre-Funded Amount on deposit in the Pre-Funding Account and
the Negative Carry Amount, if any, for the related Collection Period;
and

(xvi) for the first Distribution Date that is on or
immediately following the end of the Funding Period (if any), the
amount of the Pre-Funded Amount that has not been used to purchase
Subsequent Receivables and is being distributed as a payment of
principal to Certificateholders.

Within a reasonable period of time after the end of each calendar
year, but not later than the latest date permitted by law, the Trustee shall
furnish, to each Person who at any time during such calendar year shall have
been a Certificateholder, a statement containing the sum of the amounts
determined in each of clauses (i) through (iii) and (xiii) above for such

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calendar year or, in the event such Person shall have been a Certificateholder
during a portion of such calendar year, for the applicable portion of such
year, for the purposes of such Certificateholder's preparation of federal
income tax returns. In addition, the Servicer shall furnish to the Trustee for
distribution to such Person at such time any other information necessary under
applicable law for the preparation of such income tax returns.

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ARTICLE FIFTEEN

THE SERVICER LETTER OF CREDIT

Section 15.01. Servicer Letter of Credit.

(a) If the Servicer has obtained a Servicer Letter of Credit, on
any Distribution Date which immediately follows a Collection Period during
which the Servicer is permitted to remit collections on a monthly rather than a
daily basis pursuant to Section 14.02 and the Servicer shall have failed to
make in full the remittances to the Certificate Account pursuant to Section
14.02 required for distribution to Certificateholders on such Distribution Date
by 12:00 P.M., New York City time, on the Business Day immediately preceding
such Distribution Date, the Trustee shall immediately deliver a demand for
payment under the Servicer Letter of Credit to the Letter of Credit Bank
requesting payment in the amount of the shortfall between the amount of funds
that are required to be remitted by the Servicer to the Certificate Account as
set forth in the related Servicer's Certificate and the amount of funds
actually so remitted. Upon receipt of a completed demand for payment by the
Trustee under the Servicer Letter of Credit, the Letter of Credit Bank shall
pay or cause to be paid, at the time and in the manner provided in the Servicer
Letter of Credit, an amount equal to the lesser of (i) the amount demanded by
the Trustee and (ii) the amount available under the Servicer Letter of Credit
(the "Servicer Letter of Credit Amount") to the Trustee for deposit to the
Certificate Account. Except as otherwise provided in the Servicer Letter of
Credit, the Servicer Letter of Credit Amount shall equal the lesser of (x) the
product of the Initial Servicer Letter of Credit Amount and the Reset
Percentage, or (y) the Pool Balance as of the related Record Date. For the
purpose of Section 14.07 or 19.01(i), amounts deposited by the Trustee pursuant
to this Section shall be deemed to constitute Servicer remittances with respect
to which the demand on the Servicer Letter of Credit was made.

(b) Any Servicer Letter of Credit may be terminated by the Trustee
at any time when the Servicer's short term debt obligations are rated at least
equal to the Required Servicer Rating by each Rating Agency; provided, however,
that prior to any such termination of the Servicer Letter of Credit, the
Servicer shall furnish to the Trustee, from each Rating Agency for which the
Servicer's then-current short-term credit rating is not at least as specified
above, a letter to the effect that the rating then assigned to the Rated
Certificates will not be qualified, reduced or withdrawn and, if applicable, an
Officer's Certificate of the Servicer to the effect that the Servicer's
then-current short-term credit rating is at least as specified above from each
other Rating Agency, if any. Notwithstanding the foregoing, if the short term
debt obligations of the Servicer are subsequently downgraded below the Required
Servicer Rating by any Rating Agency, the Servicer shall be required to obtain
an insurance policy, letter of credit or surety bond acceptable to each Rating
Agency (as evidenced by a letter from each Rating Agency to the effect that the
rating then assigned to the Rated Certificates will not be qualified, reduced
or withdrawn) which insurance policy or surety bond, if it shall not replace
the Servicer Letter of Credit, shall be drawn upon prior to any draws made upon
the Servicer Letter of Credit pursuant to this Section, or the Servicer shall
remit collections to the Certificate Account on a daily basis pursuant to
Section 14.02. In addition, the Servicer may cancel the Servicer Letter of
Credit for so long as the Servicer is

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required to remit collections to the Certificate Account on a daily basis
pursuant to Section 14.02. The Servicer shall provide notice of such
cancellation of the Servicer Letter of Credit pursuant to the immediately
preceding sentence to each Rating Agency. The Servicer shall also provide
notice of the renewal, if any, of the Servicer Letter of Credit to each Rating
Agency and the Trustee.

(c) Notwithstanding the other provisions of this Section, in the
event that on any day during a Collection Period during which the Servicer is
permitted to remit collections on a monthly rather than a daily basis as a
result of having obtained a Servicer Letter of Credit pursuant to Section 14.02
and the aggregate amount of collections described in the first sentence of
Section 14.02 exceeds the product of the Servicer Letter of Credit Percentage
and the Servicer Letter of Credit Amount, then the Servicer shall cause the
amount of such excess to be deposited into the Certificate Account on the next
succeeding Business Day.

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ARTICLE SIXTEEN

THE CERTIFICATES

Section 16.01. The Certificates. Unless otherwise specified in the
Agreement, the Certificates shall be issued in denominations of $1,000 and
integral multiples thereof in registered form; provided, however, that one
Class A Certificate and one Class B Certificate may be issued in a denomination
that includes any remaining portion of the Original Class A Certificate Balance
or the Original Class B Certificate Balance, as the case may be (each, a
"Residual Certificate"). The Certificates shall be executed on behalf of the
Trust by manual or facsimile signature of an Authorized Officer under the
Trustee's seal imprinted thereon and attested on behalf of the Trust by the
manual or facsimile signature of the Trustee. 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 16.02. Execution, Authentication and Delivery of
Certificates. The Trustee shall deliver to, or upon the order of, the Seller,
in exchange for the Receivables and the other assets of the Trust,
simultaneously with the sale, assignment and transfer to the Trustee of the
Receivables, the constructive delivery to the Trustee of the Receivable Files
relating thereto and the delivery to the Trustee of the other components of the
Trust, Certificates duly executed by the Trustee, on behalf of the Trust, and
authenticated by the Trustee in authorized denominations equaling in the
aggregate the sum of the Original Class A Certificate Balance and the Original
Class B Certificate Balance, and evidencing the entire ownership of the Trust.
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 appearing as an Exhibit
to the Agreement 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 16.03. Registration of Transfer and Exchange of Certificates.

(a) The Certificate Registrar shall maintain a Certificate
Register in which, subject to such reasonable regulations as it may prescribe,
the Certificate Registrar shall provide for the registration of Certificates
and of transfers and exchanges of Certificates as herein provided. The Trustee
is hereby initially appointed Certificate Registrar. In the event that,
subsequent to the Closing Date, the Trustee notifies the Servicer that it is
unable to act as Certificate Registrar, the Servicer shall appoint another bank
or trust company, having an office or agency located in the Borough of
Manhattan, The City of New York, agreeing to act in accordance with the
provisions of the Agreement applicable to it, and otherwise acceptable to the
Trustee, to act as successor Certificate Registrar under the Agreement.

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(b) Upon surrender for registration of transfer of any Certificate
at the office or agency maintained pursuant to Section 16.07, the Trustee shall
execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates of the same Class, 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 and of a like aggregate amount
upon surrender of the Certificates to be exchanged at such office or agency.

(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 cancelled 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.

Section 16.04. Mutilated, Destroyed, Lost or Stolen Certificates. If
(i) any mutilated Certificate shall be surrendered to the Certificate
Registrar, or if the Certificate Registrar and the Trustee shall receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate and (ii) there shall be delivered to the Certificate Registrar and
the Trustee such security or indemnity as may be required 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, the Trustee 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 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 16.05. Persons Deemed Owners. Prior to due presentation of a
Certificate for registration of transfer, the Trustee and 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 14.07 and for all other purposes whatsoever,
and neither the Trustee nor the Certificate Registrar shall be bound by any
notice to the contrary.

Section 16.06. Access to List of Certificateholder Names and
Addresses. The Certificate Registrar shall furnish or cause to be furnished to
the Servicer, within 15 days after receipt by the Certificate Registrar of a
request therefor from the Servicer in writing, a list, in such form as the
Servicer may reasonably require, 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 of any Class
aggregating not less than 25% of the Voting

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Interests evidenced by such Class, 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,
within five Business Days after the receipt for 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 16.07. Maintenance of Office or Agency. The Certificate
Registrar 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 Certificate Registrar in respect of the Certificates and the Agreement
may be served. Unless otherwise provided in the Agreement, the Trustee shall
designate its Corporate Trust Office as its office for such purposes. The
Certificate Registrar shall give prompt written notice to the Servicer and to
Certificateholders of any change in the location of the Certificate Register or
any such office or agency.

Section 16.08. Temporary Certificates. In the event that the
Agreement provides that either Class of Certificates are not to be issued in
book-entry form pursuant to Section 16.09, pending the preparation of
definitive, fully registered Certificates of such Class pursuant to Section
16.11 (the "Definitive Certificates"), the Trustee, on behalf of the Trust, may
execute, authenticate and deliver temporary Certificates of such Class that are
printed, lithographed, typewritten, mimeographed or otherwise produced, in any
authorized denomination, substantially of the tenor of the Definitive
Certificates in lieu of which they are issued. If temporary Certificates are
issued, the Seller will cause Definitive Certificates to be prepared without
unreasonable delay. After the preparation of Definitive Certificates, the
temporary Certificates shall be exchangeable for Definitive Certificates upon
surrender of the temporary Certificates at the office or agency to be
maintained as provided in Section 16.07, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Certificates, the
Trustee shall execute and authenticate and deliver in exchange therefor a like
principal amount of Definitive Certificates in authorized denominations. Until
so exchanged the temporary Certificates shall in all respects be entitled to
the same benefits under the Agreement as Definitive Certificates.

Section 16.09. Book-Entry Certificates. Unless otherwise specified
in the Agreement, the Class A Certificates and the Class B Certificates, upon
original issuance (except for the Residual Certificates) each will be issued in
the form of one or more typewritten certificates representing the Book-Entry
Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on
behalf of, the Seller. The certificates delivered to DTC evidencing such
Certificates shall initially be registered on the Certificate Register in the
name of CEDE & CO., the nominee of DTC, and no Certificate Owner will receive a
Definitive Certificate representing such Certificate Owner's interest in the
Certificates, except as provided in Section 16.11. Unless otherwise specified
in the Agreement, subject to Section 16.11, unless and until Definitive
Certificates have been issued to Certificate Owners pursuant to Section 16.11:

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

(ii) the Seller, 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
conflict with any other provisions of the Agreement, the provisions of
this Section 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 and,
pursuant to the related depository agreement, unless and until
Definitive Certificates are issued pursuant to Section 16.11, 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 Voting Interests
thereof, the Clearing Agency shall be deemed to represent such
percentage only to the extent that it has received instructions to such
effect from Certificate Owners and/or Clearing Agency Participants
owning or representing, respectively, such required percentage of the
beneficial interest in Certificates and has delivered such instructions
to the Trustee.

Section 16.10. 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 Certificates, unless and until Definitive
Certificates shall have been issued to Certificate Owners pursuant to Section
16.11, 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 16.11. Definitive Certificates. If (i)(A) the Seller advises
the Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities as described in the Letter of
Representations and (B) the Trustee or the Seller is unable to locate a
qualified successor, (ii) the Seller at its option, advises the Trustee in
writing that it 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 in Class A Certificates or Class B
Certificates aggregating not less than 51% of the Voting Interests of the
related Class, 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 with respect to such Class is no longer in the best
interests of the related Certificate Owners, then the Trustee shall notify all
such Certificate Owners, through the Clearing Agency, of the occurrence of any
such event and of the availability of Definitive Certificates to such
Certificate Owners requesting the same. Upon surrender to the Trustee of

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the related Certificates by the Clearing Agency, accompanied by registration
instructions from the Clearing Agency for registration, the Trustee shall issue
the Definitive Certificates and deliver such Definitive Certificates in
accordance with the instructions of the Clearing Agency. Neither the Seller,
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 Seller is unable to locate a qualified successor Clearing
Agency.

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ARTICLE SEVENTEEN

THE SELLER

Section 17.01. Representations of Seller. The Seller shall make the
following representations on which the Trustee shall rely in accepting the
Initial Receivables in trust and executing and authenticating the Certificates
and on which the Trustee shall rely in accepting any Subsequent Receivables in
trust. The representations shall speak as of the execution and delivery of the
Agreement in the case of the Initial Receivables, and as of the related
Subsequent Transfer Date in the case of the Subsequent Receivables, and in each
case shall survive the sale of the related Receivables to the Trustee.

(i) Organization and Good Standing. The Seller shall
have been duly organized and shall be validly existing as a corporation
in good standing under the laws of the State of California, 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 had at all relevant times, and shall now have, power,
authority and legal right to acquire and own the Receivables.

(ii) Due Qualification. The Seller 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.

(iii) Power and Authority. The Seller shall have the power
and authority to execute and deliver the Agreement and to carry out
its terms, the Seller 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 Seller by all necessary corporate action.

(iv) Valid Sale; Binding Obligations. The Agreement shall
evidence a valid sale, transfer and assignment of the Receivables,
enforceable against creditors of and purchasers from the Seller; and
shall constitute a legal, valid and binding obligation of the Seller
enforceable in accordance with its terms, except as enforceability may
be subject to or limited by bankruptcy, insolvency, reorganization or
other similar laws affecting the enforcement of creditors' rights in
general and by general principles of equity, regardless of whether
such enforceability shall be considered in a proceeding in equity or
at law.

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constitute (with or without notice or lapse of time) a default under,
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 Agreement); nor violate any law or, to the best of the Seller's
knowledge, 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 to the Seller's best knowledge, 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 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 Seller of its
obligations under, or the validity or enforceability of, the Agreement
or the Certificates or (d) relating to the Seller and which might
adversely affect the federal income tax attributes of the
Certificates.

Section 17.02. Liability of Seller; Indemnities. The Seller shall be
liable in accordance herewith only to the extent of the obligations specifically
undertaken by the Seller in such capacity under the Agreement and shall have no
other obligations or liabilities hereunder.

Section 17.03. Merger or Consolidation of, or Assumption of the
Obligations of, Seller; Certain Limitations.

(a) Any corporation (i) into which the Seller may be merged or
consolidated, (ii) which may result from any merger or consolidation to which
the Seller shall be a party or (iii) which may succeed to all or substantially
all of the business of the Seller, which corporation in any of the foregoing
cases executes an agreement of assumption to perform every obligation of the
Seller under the Agreement, shall be the successor to the Seller hereunder
without the execution or filing of any document or any further act by any of
the parties to the Agreement, except that if the Seller in any of the foregoing
cases is not the surviving entity, then the surviving entity shall execute an
agreement of assumption to perform every obligation of the Seller hereunder.
The Seller shall provide notice of any merger, consolidation or succession
pursuant to this Section to each Rating Agency and shall deliver to the Trustee
a letter from each Rating Agency to the effect that such merger, consolidation
or succession will not result in a qualification, reduction or withdrawal of
the then-current rating of the Rated Certificates.

(b) (i) Subject to paragraph (ii) below, the purpose of the
Seller shall be to engage in any lawful activity for which a
corporation may be organized under the General Corporation Law of
California other than the banking business, the trust

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company business or the practice of a profession permitted to be
incorporated by the California Corporations Code.

(ii) Notwithstanding paragraph (b)(i) above, the purpose
of the Seller shall be limited to the following purposes, and
activities incident to and necessary or convenient to accomplish the
following purposes: (A) to acquire, own, hold, sell, transfer, assign,
pledge, finance, refinance and otherwise deal with, retail installment
sale contracts or wholesale loans secured by new and used recreational
vehicles (the "Recreational Vehicle Receivables"); (B) to authorize,
issue, sell and deliver one or more series of obligations, consisting
of one or more classes of certificates or notes or other evidences of
indebtedness (the "Offered Securities") that are collateralized by or
evidence an interest in Recreational Vehicle Receivables; and (C) to
negotiate, authorize, execute, deliver and assume the obligations or
any agreement relating to the activities set forth in clauses (A) and
(B) above, including but not limited to any pooling and servicing
agreement, indenture, reimbursement agreement, credit support
agreement, receivables purchase agreement or underwriting agreement
(each, a "Securitization Agreement") or to engage in any lawful
activity which is incidental to the activities contemplated by any such
Securitization Agreement. So long as any outstanding debt of the
Seller or Offered Securities are rated by any nationally recognized
statistical rating organization, the Seller shall not borrow money
other than in connection with the issuance of Offered Securities by the
Corporation pursuant to a Securitization Agreement unless (I) the
Seller has made a written request to the related nationally recognized
statistical rating organization to issue notes or incur borrowing which
notes or borrowing are rated by the related nationally recognized
statistical rating organization the same as or higher than the rating
afforded such rated debt or Offered Securities, or (II) such notes or
borrowings (X) are fully subordinated (and which shall provide for
payment only after payment in respect of all outstanding rated debt
and/or Offered Securities) or are nonrecourse against any assets of the
Seller other than the assets pledged to secure such notes or borrowing,
(Y) do not constitute a claim against the Seller in the event such
assets are insufficient to pay such notes or borrowing and (Z) where
such notes or borrowing are secured by the rated debt or Offered
Securities, are fully subordinated (and which shall provide for payment
only after payment in respect of all outstanding rated debt and/or
Offered Securities) to such rated debt or Offered Securities.

(c) Notwithstanding any other provision of this Section and any
provision of law, the Seller shall not do any of the following:

(i) engage in any business or activity other than as set
forth in clause (b) above;

(ii) without the affirmative vote of a majority of the
members of the Board of Directors of the Seller (which must include
the affirmative vote of all duly appointed Independent Directors, as
required by the articles of incorporation of the Seller), (A) dissolve
or liquidate, in whole or in part, or institute proceedings to be
adjudicated bankrupt or insolvent, (B) consent to the institution of
bankruptcy or

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insolvency proceedings against it, (C) file a petition seeking or
consent to reorganization or relief under any applicable federal or
state law relating to bankruptcy, (D) consent to the appointment of a
receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Seller or a substantial part of its property, (E) make
a general assignment for the benefit of creditors, (F) admit in writing
its inability to pay its debts generally as they become due o (G) take
any corporate action in furtherance of the actions set forth in clauses
(A) through (F) above; provided, however, that no director may be
required by any shareholder of the Seller to consent to the institution
of bankruptcy or insolvency proceedings against the Selle so long as it
is solvent; or

(iii) merge or consolidate with any other corporation,
company or entity or sell all or substantially all of its assets or
acquire all or substantially all of the assets or capital stock or
other ownership interest of any other corporation, company or entity,
except for the acquisition of Recreational Vehicle Receivables of
Fleetwood Credit and the sale of Recreational Vehicle Receivables to
one or more trusts in accordance with the terms of clause (b)(ii)
above, on which there shall be no such restriction.

Section 17.04. Limitation on Liability of Seller and Others. The
Seller and any director, officer, employee or agent of the Seller 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
under the Agreement. The Seller shall not be under any obligation to appear
in, prosecute or defend any legal action that shall be unrelated to its
obligations under the Agreement and that in its opinion may involve it in any
expense or liability.

Section 17.05. Seller May Own Certificates. The Seller and any
Person controlling, controlled by or under common control with the Seller 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 Seller or
an affiliate thereof, except as otherwise provided in the definition of the
terms "Certificateholder" and "Voting Interests." Certificates so owned by or
pledged to the Seller or such controlling or commonly controlled Person shall
have an equal and proportionate benefit under the provisions of the Agreement,
without preference, priority or distinction as among all of the Certificates.

Section 17.06. No Transfer of Excess Amounts. The Seller hereby
covenants that, except as otherwise provided in the Agreement, it will not
transfer, pledge or assign to any Person any part of its right to receive any
Excess Amounts pursuant to Section 14.07(c)(ii) unless it has first delivered
to the Trustee and each Rating Agency an Opinion of Counsel in form and
substance satisfactory to the Trustee stating that such transfer will not (i)
adversely affect the status of the Trust as a grantor trust pursuant to subpart
E, part I of subchapter J of the Code and (ii) cause the Reserve Fund to be
taxable as a corporation under the Code. The Seller shall give written notice
to each Rating Agency of any proposed transfer, pledge or assignment to any
Person of all or any part of its right to receive Excess Amounts pursuant to
Section 14.07(c)(ii).

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ARTICLE EIGHTEEN

THE SERVICER

Section 18.01. Representations of Servicer. The Servicer shall make
the following representations on which the Trustee shall rely in accepting the
Initial Receivables in trust and executing and authenticating the Certificates
and on which the Trustee shall rely in accepting any Subsequent Receivables in
trust. The representations shall speak as of the execution and delivery of the
Agreement in the case of the Initial Receivables, and as of the related
Subsequent Transfer Date in the case of the Subsequent Receivables, and in each
case shall survive the sale 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 California, 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 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 execution, delivery and performance of the
Agreement shall have been duly authorized by the Servicer by all
necessary corporate action.

(iv) Binding Obligations. The Agreement shall constitute a
legal, valid and binding obligation of the Servicer enforceable in
accordance with its terms, except as enforceability may be subject to
or limited by bankruptcy, insolvency, reorganization or other similar
laws affecting the enforcement of creditors' rights in general and by
general principles of equity, regardless of whether such
enforceability shall be considered in a proceeding in equity or at
law.

(v) No Violation. The consummation of the transactions
contemplated by the Agreement and the fulfillment of the terms of the
Agreement 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) a default under, the articles of incorporation or
bylaws of the Servicer, or conflict with or breach any of the material
terms or provisions of, or constitute (with or without notice or lapse
of time) a default under, 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

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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 Servicer's knowledge, 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 best 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.

Section 18.02. Liability of Servicer; Indemnities.

(a) The Servicer shall be liable in accordance herewith only to
the extent of the obligations specifically undertaken by the Servicer under the
Agreement and shall have no other obligations or liabilities under the
Agreement. Such obligations shall include the following:

(i) The Servicer shall defend, indemnify and hold harmless
the Trustee, the Trust, the Certificateholders and the Letter of Credit
Bank, if any, 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 Financed Vehicle.

(ii) The Servicer shall indemnify, defend and hold harmless
the Trustee, the Trust and the Letter of Credit Bank, if any, from and
against any taxes that may at any time be asserted against the Trustee,
the Trust or the Letter of Credit Bank, if any, with respect to the
transactions contemplated in the Agreement, including any sales, gross
receipts, general corporation, tangible or intangible personal
property, privilege or license taxes (but, in the case of the Trustee
or the Trust, not including any taxes asserted 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, 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, the Trust and the Certificateholders from and against any
and all costs, expenses, losses, claims, damages and liabilities to the
extent that such costs, expenses, losses, claims, damages or
liabilities arose out of, or was imposed upon the Trustee, the Trust
or the

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Certificate holders through the willful misfeasance, negligence or bad
faith of the Servicer in the performance of its duties under the
Agreement.

(iv) The Servicer shall indemnify, defend and hold harmless
the Trustee 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 herein
contained, except to the extent that such costs, expenses, losses,
claims, damages or liabilities shall: (A) be due to the willful
misfeasance, negligence or bad faith of the Trustee; (B) relate to any
tax other than the taxes with respect to which either the Seller or the
Servicer shall be required to indemnify the Trustee; (C) arise from the
breach by the Trustee of any of its representations or warranties set
forth in Section 20.14; (D) be one as to which the Seller is required
to indemnify the Trustee; or (E) arise out of or be incurred in
connection with the performance by the Trustee of the duties of
successor Servicer hereunder.

(b) Indemnification under this Section shall include reasonable
fees and expenses of counsel and expenses of litigation. If the Servicer shall
have made any indemnity payments pursuant to this Section and the recipient
thereafter collects any of such amounts from others, the recipient shall
promptly repay such amounts to the Servicer, without interest.

Section 18.03. Merger, Consolidation or Assumption of Obligations of
Servicer. Any corporation (i) into which the Servicer may be merged or
consolidated, (ii) which may result from any merger or consolidation to which
the Servicer shall be a party or (iii) which may succeed to all or substantially
all of the business of the Servicer, which corporation shall execute an
agreement of assumption to perform every obligation of the Servicer under the
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. The Servicer
shall promptly provide notice and inform the Trustee and each Rating Agency of
any merger, consolidation or succession pursuant to this Section.

Section 18.04. Limitation on Liability of Servicer and Others.

(a) Neither the Servicer nor any of its directors, officers,
employees or agents shall be under any liability to the Trust, the Trustee or
the Certificateholders, except as provided in 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 individual 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, officer, 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

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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.

(c) The Servicer and any director, officer, employee or agent of
the Servicer 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 Servicer 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 18.05. Servicer Not to Resign. The Servicer shall not resign
from its obligations and duties under the Agreement except upon determination
that the performance of its duties shall no longer be permissible under
applicable law. Any such determination permitting the resignation of the
Servicer shall be evidenced by an Opinion of Counsel to such effect delivered
to the Trustee. No such resignation shall become effective until the Trustee
or a Successor Servicer shall have assumed the responsibilities and obligations
of the Servicer in accordance with Section 19.02.

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ARTICLE NINETEEN

EVENTS OF DEFAULT

Section 19.01. Events of Default. If any one of the following events
("Events of Default") shall occur and be continuing:

(i) failure by the Servicer to deliver to the Trustee the
Servicer's Certificate for the related Collection Period, or any
failure by the Servicer (or, so long as the Servicer is Fleetwood
Credit, the Seller) to deliver to the Trustee, for distribution to
Certificateholders, any proceeds or payment required to be so
delivered under the terms of the Certificates or the Agreement, in
each case, that continues unremedied for a period of three Business
Days after discovery by an officer of the Servicer (or, so long as the
Servicer is Fleetwood Credit, the Seller) or written notice of such
failure is given (1) to the Servicer or the Seller, as the case may
be, by the Trustee or (2) to the Trustee and the Servicer or the
Seller, as the case may be, by the Holders of Certificates evidencing
not less than 25% of the Voting Interests of the Class A Certificates
and the Class B Certificates, voting together as a single class;

(ii) failure by the Servicer (or so long as the Servicer
is Fleetwood Credit, the Seller) to duly observe or perform in any
material respect any other covenants or agreements of the Servicer (or
so long as the Servicer is Fleetwood Credit, the Seller) set forth in
the Certificates or in the Agreement, which failure shall (a)
materially and adversely affect the rights of the Certificateholders
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 Seller, as
the case may be, by the Trustee or (2) to the Trustee and the Servicer
or the Seller, as the case may be, by the Holders of Certificates
evidencing not less than 25% of the Voting Interests of the Class A
Certificates and the Class B Certificates, voting together as a single
class;

(iii) the entry of a decree or order by a court, agency or
supervisory authority having jurisdiction in the premises for the
appointment of a trustee in bankruptcy, conservator, receiver or
liquidator for the Servicer (or, so long as the Servicer is Fleetwood
Credit, the Seller) in any bankruptcy, insolvency, readjustment of
debt, marshalling 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;

(iv) the consent by the Servicer (or, so long as the
Servicer is Fleetwood Credit, the Seller) to the appointment of a
trustee in bankruptcy, conservator or receiver or liquidator in any
bankruptcy, insolvency, readjustment of debt, marshalling of assets
and liabilities or similar proceedings of or relating to the Servicer
(or, so long as the Servicer is Fleetwood Credit, the Seller) of or
relating to substantially all of its property; or admission by the
Servicer (or, so long as the Servicer is Fleetwood Credit, the Seller)
in writing of its inability to pay its debts generally as they become
due,

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filing of a petition to take advantage of any applicable insolvency or
reorganization statute, assignment for the benefit of its creditors or
voluntary suspension of payment of its obligations;

then, and in each and every case, so long as such Event of Default shall not
have been remedied, either the Trustee or the Holders of Certificates evidencing
not less than 51% of the Voting Interests of the Class A Certificates and the
Class B Certificates, voting together as a single class, by notice given in
writing to the Servicer (and to the Trustee if given by Class A and Class B
Certificateholders), may terminate all of the rights and obligations of the
Servicer under the Agreement. On or after the receipt by the Servicer of such
written notice, all authority and power of the Servicer under the Agreement,
whether with respect to the Certificates, 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 19.02; and, without limitation, the
Trustee shall be 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. 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, shall have been deposited by the predecessor Servicer in the
Certificate Account or shall thereafter be received with respect to a
Receivable. All reasonable costs and expenses (including attorneys' fees)
incurred in connection with transferring the Receivable Files to the Successor
Servicer and amending the Agreement to reflect such succession as Servicer
pursuant to this Section shall be paid by the predecessor Servicer upon
presentation of reasonable documentation of such costs and expenses.

Section 19.02. Trustee to Act; Appointment of Successor Servicer.
Upon the Servicer's receipt of notice of termination pursuant to Section 19.01
or resignation pursuant to Section 18.05, the Trustee shall be the successor in
all respects to the Servicer in its capacity as Servicer under the Agreement (a
"Successor Servicer"), and shall be subject to all the responsibilities, duties
and liabilities relating thereto placed on the Servicer by the terms and
provisions of the Agreement. As compensation therefor, the Trustee shall be
entitled to such compensation (whether payable out of the Certificate Account or
otherwise) as the Servicer would have been entitled to under the Agreement if no
such notice of termination or resignation had been given. Notwithstanding the
foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it
shall be legally unable so to act, appoint, or petition a court of competent
jurisdiction to appoint, any established institution, having a net worth of not
less than $100,000,000 and whose regular business shall include the servicing of
recreational vehicle or motor vehicle receivables, as Successor Servicer;
provided that the appointment of any such Successor Servicer (whether the
Trustee or another entity) will not result in the qualification, reduction or
withdrawal of the rating then assigned to the Rated Certificates by each Rating
Agency. In connection with such appointment, the Trustee may make such
arrangements for the compensation of such Successor Servicer out of payments on
the

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Receivables as it and such Successor Servicer shall agree; provided, however,
that such compensation shall not be in excess of that permitted the Servicer
under the Agreement. The Trustee and such Successor Servicer shall take such
action, consistent with the Agreement, as shall be necessary to effectuate any
such succession. The Trustee shall not be relieved of its duties as Successor
Servicer under this Section until the newly appointed Servicer shall have
assumed the responsibilities and obligations of the Servicer under the
Agreement.

Section 19.03. Reimbursement for Advances. If a Successor Servicer
replaces the Servicer, the predecessor Servicer shall be entitled to receive
reimbursement for Advances previously made by such Servicer, in the manner
specified, and to the extent provided, in Section 14.04.

Section 19.04. Notification of Events of Default. Upon (i) the
occurrence of an Event of Default and the expiration of any cure period
applicable thereto or (ii) any termination of, or appointment of a successor to,
the Servicer pursuant to this Article, the Trustee shall give prompt written
notice thereof to Certificateholders at their respective addresses appearing in
the Certificate Register, to the Letter of Credit Bank, if any, and to each
Rating Agency.

Section 19.05. Waiver of Past Defaults. The Holders of Class A
Certificates and Class B Certificates evidencing not less than 51% of the Voting
Interests thereof, voting together as a single class, may, on behalf of all
Holders of Certificates, waive any default by the Servicer in the performance of
its obligations under the Agreement and its consequences, except a default in
making any required deposits to or payments from the Certificate Account in
accordance with the Agreement or in respect of a covenant or provision hereof
that under Section 22.01 cannot be modified or amended without the consent of
the Holder of each Certificate. 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 extend to any subsequent or other default or impair any right
consequent thereon except to the extent expressly so waived.

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ARTICLE TWENTY

THE TRUSTEE

Section 20.01. Duties of Trustee. The Trustee, both prior to and
after the occurrence of an Event of Default, shall undertake to perform 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, 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 become a Successor Servicer
pursuant to Section 19.02, the Trustee in performing such duties shall use the
degree of skill and attention customarily exercised by a servicer with respect
to recreational vehicle or motor vehicle receivables that it services for itself
or others.

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.

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,
its own bad faith or its own willful misfeasance; provided, however, that:

(i) prior to the occurrence of an Event of Default, 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, the permissive right of the Trustee to do things enumerated in
the Agreement shall not be construed as a duty and, in the absence of
bad faith on the part of the Trustee or manifest error, the Trustee may
conclusively rely on the truth of the statements and the correctness of
the opinions expressed upon any certificates or opinions furnished to
the Trustee and conforming to the requirements of the Agreement;

(ii) the Trustee shall not be personally liable for an
error of judgment made in good faith by an Authorized Officer, unless
it shall be proved that the Trustee shall have been negligent in
performing its duties in accordance with the terms of the Agreement;
and

(iii) the Trustee shall not be personally liable with
respect to any action taken, suffered or omitted to be taken in good
faith in accordance with the direction of the Holders of Certificates
evidencing not less than 25% of the Voting Interests of the Class A
Certificates and the Class B Certificates, voting together as a single
class, relating to the time, method and place of conducting any
proceeding for any remedy

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available to the Trustee, or exercising any trust or power conferred
upon the Trustee, under the Agreement.

The Trustee shall not be required to expend or risk its own funds or
otherwise incur financial liability in the performance of any of its duties
under the Agreement, or in the exercise of any of its rights or powers, if there
shall be reasonable grounds for believing that the repayment of such funds or
adequate indemnity against such risk or liability shall not be reasonably
assured to it, 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.

Except for actions expressly authorized by the Agreement, the Trustee
shall take no action reasonably likely to impair the security interests created
or existing under any Receivable or to impair the value of any Receivable.

All information obtained by the Trustee regarding the Obligors and the
Receivables, whether upon the exercise of its rights under the Agreement or
otherwise, shall be maintained by the Trustee in confidence and shall not be
disclosed to any other Person, unless such disclosure is required by any
applicable law or regulation.

Section 20.02. Trustee's Certificate. On or as soon as practicable
after each Record Date as of which Receivables shall be assigned to the Seller
or the Servicer, as applicable, pursuant to Section 20.03, 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 Certificate Account and notices received pursuant to the Agreement,
identifying the Receivables repurchased by the Seller pursuant to Section 12.02
or 21.02 or purchased by the Servicer pursuant to Section 13.07 or 21.02 during
such Collection Period, and shall deliver such Trustee's Certificate,
accompanied by a copy of the Servicer's Certificate for such Collection Period
to the Seller 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 Seller or the Servicer, as the case may be, of all the
Trustee's right, title and interest in and to such Repurchased Receivable and
to the other property conveyed to the Trust pursuant to Section 12.01 with
respect to such Repurchased Receivable, and all security and documents relating
thereto, such assignment being an assignment outright and not for security.

Section 20.03. Trustee's Assignment of Repurchased and Removed
Receivables. With respect to Receivables repurchased by the Seller pursuant to
Section 12.02 or 21.02 or purchased by the Servicer pursuant to Section 13.07
or 21.02, the Trustee shall by a Trustee's Certificate assign, without recourse,
representation or warranty, to the Seller or the Servicer, as the case may be,
all the Trustee's right, title and interest in and to such Receivable and the
other property conveyed to the Trust pursuant to Section 2.01 with respect to
such Receivable, and all security and documents relating thereto, such
assignment being an assignment outright and not for security. If, in any
enforcement suit or legal proceeding, it shall be held that the

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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, take such steps as the Trustee deems necessary
to enforce the Receivable, including bringing suit in the name of the Trustee or
the names of the Certificateholders.

Section 20.04. Certain Matters Affecting Trustee.

(a) Except as otherwise provided in Section 20.01:

(i) the Trustee may rely and shall be protected in acting
or refraining from acting upon any resolution, 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 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 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
reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; however, nothing
contained in the Agreement shall relieve the Trustee of its obligation,
upon the occurrence of an Event of Default (that shall not have been
cured or waived), to exercise such of the rights and powers vested in
it by the Agreement, and to 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;

(iv) the Trustee shall not be personally 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 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 or 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 to do so by Holders of Class A Certificates and Class B
Certificates evidencing not less than 25% of the Voting Interests
thereof, voting together as a single class; 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
reasonably assured to the Trustee by the security afforded

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to it by the terms of the Agreement, the Trustee may require
reasonable indemnity against such cost, expense or liability as a
condition to so proceeding; the reasonable expense of every such
examination shall be paid by the Seller or the Servicer, as the case
may be, or, if paid by the Trustee, shall be reimbursed by the
Servicer upon demand; and nothing in this clause (v) shall affect the
obligation of the Servicer to observe any applicable law prohibiting
disclosure of information regarding the Obligors; and

(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.

(b) No Certificateholder will have any right to institute any
proceeding with respect to the Agreement, unless such Holder shall have given
to the Trustee written notice of default and (i) the Event of Default arises
from the Servicer's failure to remit collections or payments when due or (ii)
the Holders of Class A Certificates and Class B Certificates evidencing not
less than 25% of the Voting Interests thereof, voting together as a single
class, have made written request upon the Trustee to institute such proceeding
in its own name as Trustee thereunder, and have offered to the Trustee
reasonable indemnity, and the Trustee for 30 days has neglected or refused to
institute any such proceedings.

Section 20.05. Trustee Not Liable for Certificates or Receivables.
The Trustee shall make no representations as to the validity or sufficiency of
the Agreement or of the Certificates (other than the execution by the Trustee
on behalf of the Trust of, and the certificate of authentication on, the
Certificates) or of any Receivable or related document. The Trustee shall have
no obligation to perform any of the duties of the Seller or Servicer unless
explicitly set forth in the Agreement. 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 Financed Vehicle or any
Receivable, or the perfection and priority of such a security interest or the
maintenance of any such perfection and priority; the efficacy of the Trust or
its ability to generate the payments to be distributed to Certificateholders
under the Agreement; the existence, condition, location and ownership of any
Financed Vehicle; the existence and enforceability of any physical damage or
credit life or credit disability insurance; the existence and contents of any
Receivable 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; the performance or enforcement of any
Receivable; the compliance by the Seller 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 (it being understood that the Trustee shall remain responsible for
any Trust property that it may hold); the acts or omissions of the Seller, 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. Except with respect to a
claim based on the failure of the Trustee to perform its duties under the

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Agreement or based on the Trustee's willful misconduct, bad faith or negligence
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. The Trustee shall not be accountable for the use or application by
the Seller of any of the Certificates or of the proceeds thereof, or for the
use or application of any funds paid to the Servicer in respect of the
Receivables.

Section 20.06. Trustee May Own Certificates. The Trustee in its
individual or any other capacity may become the owner or pledgee of Certificates
with the same rights as it would have if it were not Trustee.

Section 20.07. Trustee's Fees and Expenses. The Servicer shall
covenant and agree to 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 in connection with the execution of the trusts created by the
Agreement and in the exercise and performance of any of the powers and duties
under the Agreement of the Trustee, and the 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 individuals not regularly in its employ) incurred or made by
the Trustee in defense of any action brought against it in connection with the
Agreement except any such expense, disbursement or advance as may arise from its
negligence, willful misfeasance or bad faith or that is the responsibility of
Certificateholders under the Agreement. Additionally, the Servicer, pursuant to
Section 18.02, shall indemnify the Trustee with respect to certain matters, and
Certificateholders, pursuant to Section 20.04 shall, upon the circumstances
therein set forth, indemnify the Trustee under certain circumstances.

Section 20.08. Indemnity of Trustee and Successor Servicer. Upon the
appointment of a Successor Servicer pursuant to Section 19.02, such Successor
Servicer and the Trustee and their respective agents and employees shall be
indemnified by the Trust and held harmless against any loss, liability, or
expense (including reasonable attorney's fees and expenses) arising out of or
incurred in connection with the acceptance of performance of the trusts and
duties contained in the Agreement to the extent that (i) the Successor Servicer
or the Trustee, as the case may be, shall not be indemnified for such loss,
liability or expense by the Servicer pursuant to Section 18.02; (ii) such loss,
liability or expense shall not have been incurred by reason of the Successor
Servicer's or the Trustee's willful misfeasance, bad faith or negligence; and
(iii) such loss, liability or expense shall not have been incurred by reason of
the Successor Servicer's or the Trustee's breach of its respective
representations and warranties pursuant to Sections 18.01 and 20.14,
respectively.

The Successor Servicer and/or the Trustee shall be entitled to the
indemnification provided by this Section only to the extent all amounts due the
Class A Certificateholders and the Class B Certificateholders with respect to
any Distribution Date pursuant to Section 14.07

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have been paid in full and all amounts required to be deposited in the Reserve
Fund with respect to any Distribution Date pursuant to Section 14.07(b)(i) have
been so deposited.

Section 20.09. Eligibility Requirements for Trustee. The Trustee
under the Agreement shall at all times be a corporation having its corporate
trust office in the same State as the location of the Corporate Trust Office as
specified in the Agreement, organized and doing business under the laws of such
State or the United States, authorized under such laws to exercise corporate
trust powers, have a combined capital and surplus of at least $100,000,000 and
subject to supervision or examination by federal or state authorities and, if
required by any Rating Agency, having the Required Long Term Debt Rating.

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, 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, the Trustee shall resign immediately in the manner
and with the effect specified in Section 20.10.

Section 20.10. Resignation or Removal of Trustee. The Trustee may at
any time resign and be discharged from the trusts hereby created by giving
written notice thereof to the Servicer. Upon receiving such notice of
resignation, the Servicer shall promptly appoint a successor Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to
the resigning Trustee and one copy to the successor Trustee. If no successor
Trustee shall have been so appointed and have accepted appointment within 30
days after the giving of such notice of resignation, the resigning Trustee may
petition any court of competent jurisdiction for the appointment of a successor
Trustee.

If at any time the Trustee shall cease to be eligible in accordance
with the provisions of Section 20.09 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 a 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. If it shall remove the Trustee under the
authority of the immediately preceding sentence, the Servicer shall promptly
appoint a successor Trustee by written instrument, in duplicate, one copy of
which shall be delivered to the Trustee so removed and one copy to the successor
Trustee and payment of all fees owed to the outgoing Trustee.

Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to this Section shall not become effective until
acceptance of appointment by the successor Trustee pursuant to Section 20.11.

Section 20.11. Successor Trustee. Any successor Trustee appointed
pursuant to Section 20.10 shall execute, acknowledge and deliver to the
Servicer and to its predecessor Trustee an instrument accepting such appointment
under the Agreement, and thereupon the

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resignation or removal of the predecessor Trustee shall become effective and
such successor Trustee, 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. The predecessor Trustee shall deliver to the successor Trustee all
documents and statements and monies held by it under the Agreement; and the
Servicer and the predecessor Trustee 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 all such rights, powers, duties
and obligations.

No successor Trustee shall accept appointment as provided in this
Section unless at the time of such acceptance such successor Trustee shall be
eligible pursuant to Section 20.09.

Upon acceptance of appointment by a successor Trustee pursuant to this
Section, the Servicer shall mail notice of the successor of such Trustee under
the Agreement to all Holders of Certificates at their addresses as shown in the
Certificate Register and shall give notice by mail to the Rating Agencies. If
the Servicer shall fail to mail such notice within ten days after acceptance of
appointment by the successor Trustee, the successor Trustee shall cause such
notice to be mailed at the expense of the Servicer.

Section 20.12. Merger or Consolidation of Trustee. Any corporation
(i) into which the Trustee may be merged or consolidated, (ii) which may result
from any merger, conversion or consolidation to which the Trustee shall be a
party or (iii) which may succeed to the business of the Trustee, which
corporation executes an agreement of assumption to perform every obligation of
the Trustee under the Agreement, shall be the successor of the Trustee
hereunder, provided such corporation shall be eligible pursuant to Section
20.09, 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. Notice of any such merger shall be given by the Trustee to the
Rating Agencies.

Section 20.13. Appointment of Co-Trustee or Separate Trustee.
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 Financed Vehicle 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, such title to the Trust,
or any part thereof, and, subject to the other provisions of this Section, such
powers, duties, obligations, rights and trusts as the Servicer and the Trustee
may consider necessary or desirable. If the Servicer shall 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 20.09 and no notice of a
successor Trustee pursuant to Section 20.11 and no notice to Certificateholders
of the appointment of any co-trustee or separate trustee shall be required
pursuant to Section 20.11.

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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.

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. 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 Trustee 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.

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 trustee or co-trustee shall die,
become incapable of acting, resign or be removed, all of 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 under the Agreement.

Section 20.14. Representations and Warranties of Trustee. The
Trustee shall make the following representations and warranties on which the
Seller and Certificateholders may rely:

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(i) Organization and Good Standing. The Trustee is a
banking corporation duly organized, validly existing and in good
standing under the laws of its place of incorporation.

(ii) Power and Authority. The Trustee has full 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) No Violation. The execution, delivery and performance
by the Trustee of the Agreement (a) shall not violate any provision of
any law governing the banking and trust powers of the Trustee or, to
the best of the Trustee's knowledge, any order, writ, judgment or
decree of any court, arbitrator or governmental authority applicable to
the Trustee or any of its assets, (b) shall not violate any provision
of the corporate charter or by-laws of the Trustee and (c) shall not
violate any provision of, constitute, with or without notice or lapse
of time, a default under or result in the creation or imposition of any
Lien on any properties included in the Trust pursuant to the provisions
of any mortgage, indenture, contract, agreement or other undertaking to
which it is a party, which violation, default or Lien could reasonably
be expected to materially and adversely affect the Trustee's
performance or ability to perform its duties under the Agreement or the
transactions contemplated in the Agreement.

(iv) No Authorization Required. The execution, delivery
and performance by the Trustee of the Agreement shall not require the
authorization, consent or approval of, the giving of notice to, the
filing or registration with or the taking of any other action in
respect of, any governmental authority or agency regulating the
banking and corporate trust activities of the Trustee.

(v) Duly Executed. The Agreement shall have been duly
executed and delivered by the Trustee and shall constitute the legal,
valid and binding agreement of the Trustee, enforceable in accordance
with its terms, except as enforceability may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights in general and by general principles
of equity, regardless of whether such enforceability shall be
considered in a proceeding in equity or at law.

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ARTICLE TWENTY ONE

TERMINATION

Section 21.01. Termination of the Trust. The Trust and the respective
obligations and responsibilities of the Seller, the Servicer, any Letter of
Credit Bank and the Trustee shall terminate upon the first to occur of (i) the
purchase on any Distribution Date by the Seller or the Servicer, or any
successor to the Servicer, at its option, pursuant to Section 21.02, of the
corpus of the Trust, (ii) the payment to Certificateholders of all amounts
required to be paid to them pursuant to the Agreement, (iii) the maturity or
liquidation of the last Receivable and the disposition of all property held as
part of the Trust or (iv) the sale by the Trustee of all of the Receivables
remaining in the Trust pursuant to Section 21.03; provided, however, that in no
event shall the trust created by the Agreement continue beyond the expiration of
21 years from the death of the last survivor of the descendants of George
Herbert Walker Bush of the State of Texas living on the date of the Agreement.
The Servicer shall promptly notify the Trustee of any prospective termination
pursuant to this Section.

Notice of any termination, specifying the Distribution Date upon which
Certificateholders are expected to be able to 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 and each Rating
Agency mailed not earlier than the 15th day and not later than the 25th day of
the month next preceding the specified Distribution Date stating (i) 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, (ii) the amount of any such final payment and (iii) 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)
and the Letter of Credit Bank, if any, 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 14.07.

In the event that all of 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 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 to the United Way.

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
the Certificateholders pursuant to

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the Agreement have been paid, the Trustee shall surrender the Servicer Letter
of Credit to the Letter of Credit Bank for cancellation.

Section 21.02. Optional Purchase of All Receivables. On each
Distribution Date following a Record Date as of which the Pool Balance is 10% or
less of the Original Pool Balance, the Seller or the Servicer, or any successor
to the Servicer, shall have the option to purchase the corpus of the Trust;
provided that the option to purchase provided in this Section shall not be
exercised if the final distribution to Certificateholders would be less than the
aggregate outstanding principal amount of the Certificates plus the sum of (i)
the Class A Interest Distributable Amount for the related Distribution Date,
(ii) any outstanding Class A Interest Carryover Shortfall, (iii) the Class B
Interest Distributable Amount for such Distribution Date and (iv) any
outstanding Class B Interest Carryover Shortfall. To exercise such option, the
Seller or the Servicer, or any successor to the Servicer, as the case may be,
shall notify the Trustee in writing, no later than the tenth day of the month in
which the Record Date as of which such purchase is to be effected and, if there
are any Book-Entry Certificates, the Clearing Agency in accordance with the
Letter of Representations, and shall deposit pursuant to Section 14.06 in the
Certificate Account an amount equal to the aggregate Repurchase Amount for the
Receivables (including Defaulted Receivables), plus the appraised value of any
other property held by the Trust (less liquidation expenses), such value to be
determined by an appraiser mutually agreed upon by the Servicer and the Trustee,
and shall succeed to all interests in and to the Trust; provided, however, the
Seller or the Servicer, or any successor to the Servicer, as the case may be,
may not effect any such purchase if the long-term unsecured debt obligations of
the related entity are rated less than Baa3, unless the Trustee shall have
received an Opinion of Counsel that such purchase will not constitute a
fraudulent conveyance. The payment shall be made in the manner specified in
Section 14.06(a)(i), and shall be distributed pursuant to Section 14.07. In the
event that both the Seller and the Servicer, or any successor to the Servicer,
elect to purchase the Receivables pursuant to this Section, the party first
notifying the Trustee (based on the Trustee's receipt of such notice) shall be
permitted to purchase the Receivables.

Section 21.03. Sale of All Receivables. If neither the Seller nor
the Servicer exercises its optional termination right pursuant to Section 21.02
within 90 days after the Record Date as of which such right can first be
exercised, in accordance with the procedures and schedule set forth as an
Exhibit to the Agreement (the "Auction Procedures"), the Trustee shall conduct
an auction (the "Auction") of the Receivables remaining in the Trust (such
Receivables hereinafter referred to as the "Auction Property") in order to
effect a termination of the Trust pursuant to clause (iv) of the first paragraph
of Section 21.01 on the second Distribution Date succeeding the Record Date on
which the Pool Balance is 10% or less of the Original Pool Balance and the
aggregate principal balance of all Subsequent Receivables conveyed to the Trust
as of the related Subsequent Cutoff Dates. Fleetwood Credit may, but shall not
be required to, bid at the Auction. The Trustee shall sell and transfer the
Auction Property to the highest bidder therefor at the Auction provided that:

(i) the Auction has been conducted in accordance with the
Auction Procedures;

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(ii) the Trustee has received good faith bids for the
Auction Property from at least two bidders;

(iii) one or more financial advisors, as advisor to the
Trustee (each, an "Advisor"), shall have advised the Trustee in writing
that at least two of such bidders (including the winning bidder) are
participants in the market for motor vehicle retail installment sale
contracts willing and able to purchase the Auction Property;

(iv) the highest bid in respect of the Auction Property is
not less than the aggregate fair market value of the Auction Property
(as set forth in a written opinion of the Advisor to the Trustee);

(v) any bid submitted by Fleetwood Credit or any affiliate
of Fleetwood Credit shall reasonably represent the fair market value of
the Auction Property, as independently verified and represented in
writing by a qualified independent third party evaluator (which may
include an investment banking firm), selected be the Trustee; and

(vi) the highest bid would result in proceeds from the
sale of the Auction Property which will be at least equal to the sum of
(a) the greater of (1) the aggregate Repurchase Amounts for the
Receivables (including Defaulted Receivables), plus the appraised value
of any other property held by the Trust (less liquidation expenses) or
(2) an amount that when added to amounts on deposit in the Certificate
Account that would constitute Available Funds for such second
succeeding Distribution Date would result in proceeds sufficient to
distribute the sum of (A) the Class A Distributable Amount plus any
unpaid Class A Interest Carryover Shortfall and any unpaid Class A
Principal Carryover Shortfall with respect to one or more prior
Distribution Dates, and (B) the Class B Distributable Amount plus any
unpaid Class B Interest Carryover Shortfall and any unpaid Class B
Principal Carryover Shortfall, and (b) the sum of (1) an amount
sufficient to reimburse the Servicer for any unreimbursed Advances and
(2) the Servicing Fee payable on such final Distribution Date,
including any unpaid Servicing Fees with respect to one or more prior
Collection Periods.

Provided that all of the conditions set forth in clauses (i) through
(vi) above have been met, the Trustee shall sell and transfer the Auction
Property, without recourse, to such highest bidder in accordance with and upon
completion of the Auction Procedures. The Trustee shall deposit the purchase
price for the Auction Property in the Certificate Account at least one Business
Day prior to such second succeeding Distribution Date. In addition, the Auction
must stipulate that the Servicer be retained to service the Receivables on terms
substantially similar to those in the Agreement. In the event that any of such
conditions are not met or such highest bidder fails or refuses to comply with
any of the Auction Procedures, the Trustee shall decline to consummate such sale
and transfer. In the event such sale and transfer is not consummated in
accordance with the foregoing, however, the Trustee may from time to time in the
future, but shall not under any further obligation to, solicit bids for sale of
the assets of the Trust upon the same terms and conditions as set forth above.

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ARTICLE TWENTY TWO

MISCELLANEOUS PROVISIONS

Section 22.01. Amendment. The Agreement may be amended by the Seller,
the Servicer and the Trustee, without the consent of any of the
Certificateholders or the Letter of Credit Bank, if any, (a) to cure any
ambiguity, to correct or supplement any provision in the Agreement which may be
inconsistent with any other provision of the Agreement, or to add, change or
eliminate any other provision with respect to matters or questions arising under
the Agreement that shall not be inconsistent with the provisions of the
Agreement, (b) to change the formula for determining the Specified Reserve Fund
Balance or the manner in which the Reserve Fund is funded and (c) to amend or
modify any provisions in the Agreement relating to the Servicer Letter of
Credit, if any, or the acquisition thereof (provided that no such amendment or
modification pursuant to this clause (c) shall be made without the consent of
the Letter of Credit Bank, if any, which consent shall not be unreasonably
withheld); provided, however, that for purposes of clauses (a) through (c)
above, no such amendment shall, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Certificateholder (including
any amendment that would adversely affect the Trust's status as a grantor trust
for federal income tax purposes) and provided, further, that prior to changing
the formula for determining the Specified Reserve Fund Balance or the manner in
which the Reserve Fund is funded or amending or modifying any provisions
relating to the Servicer Letter of Credit or the Letter of Credit Bank, if any,
the Servicer shall deliver to the Trustee a letter from each Rating Agency to
the effect that such revised formula will not cause the rating then assigned to
the Rated Certificates to be qualified, reduced or withdrawn.

The Agreement may also be amended from time to time by the Seller, the
Servicer and the Trustee, with the consent of the Holders of Certificates
evidencing not less than 51% of the Voting Interests of each Class of
Certificates, voting together as a single class, and upon not less than two
weeks' prior notice to each Rating Agency, 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 Letter of Credit Bank, if any; provided, however, that
no such amendment shall (i) except as otherwise provided in the first paragraph
of this Section, increase or reduce in any manner the amount of, or accelerate
or delay the timing of, collections of payments of the Receivables, or
distributions that shall be required to be made on any Certificate or to or by
the Letter of Credit Bank, if any, or (ii) reduce the aforesaid percentage of
the Voting Interests of the Certificates of each Class required to consent to
any such amendment, without the consent of the Holders of all Certificates of
such Class then outstanding. The Trustee shall furnish written notification of
the substance of such amendment or consent to each Certificateholder and to the
Letter of Credit Bank, if any.

It shall not be necessary for the consent of Certificateholders
pursuant to this Section 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

71
<PAGE> 78

consents and of evidencing the authorization of the execution thereof by
Certificateholders shall be subject to such reasonable requirements as the
Trustee may prescribe.

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.
The Trustee may, but shall not be obligated to, enter into any such amendment
which affects the Trustee's own rights, duties or immunities under the Agreement
or otherwise.

Section 22.02. Protection of Title to Trust.

(a) Each of the Seller and the Servicer 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,
the Letter of Credit Bank, if any, and the Trustee in the Receivables and in
the proceeds thereof. Each of the Seller and the Servicer shall deliver (or
cause to be delivered) 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 Seller nor the Servicer shall 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 Servicer 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 60
days' prior written notice thereof and shall have promptly filed appropriate
amendments to all previously filed financing statements or continuation
statements.

(c) The Seller and the Servicer shall give the Trustee at least 60
days' prior written notice of any relocation of their respective principal
executive offices 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 the Receivables, and its principal
executive office, within the United States.

(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 Certificate
Account 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 the interest of the particular
grantor trust in such Receivable and that such Receivable is owned by the
Trustee. Indication of the Trustee's ownership of a Receivable shall be

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<PAGE> 79
deleted from or modified on the Servicer's computer systems when, and only
when, the Receivable shall have been paid in full, repurchased or assigned
pursuant to the Agreement.

(f) If at any time the Seller or the Servicer shall propose to
sell, grant a security interest in or otherwise transfer any interest in
recreational vehicle receivables to any prospective purchaser, lender or other
transferee, the Servicer shall give to such prospective purchaser, creditor 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 and its agents at any
time during normal business hours and upon reasonable notice 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 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.

(j) The Seller shall, to the extent required by applicable law,
cause the Certificates to be registered with the Commission pursuant to Section
12(b) or 12(g) of the Exchange Act within the time periods specified in such
sections.

(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 22.03. Limitation on Certificateholder Rights. 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.

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<PAGE> 80

No Certificateholder shall have any right to vote (except as provided
in Sections 19.05 and 22.01) 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 set forth in the Agreement or contained in the
terms of the Certificates, be construed so as to constitute the holders from
time to time as partners or members of an association; nor shall any
Certificateholder be under any liability to any third party by reason of any
action taken pursuant to any provision of the Agreement.

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 Voting
Interests of the Class A Certificates and the Class B Certificates, voting
together as a single class, 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; no one or more Holders of Certificates
shall have any right in any manner whatever by virtue or by availing itself or
themselves 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 protection and enforcement of the provisions of
this Section, each Certificateholder and the Trustee shall be entitled to such
relief as can be given either at law or in equity.

Section 22.04. Governing Law. The Agreement shall be construed in
accordance with the laws of the State of California and the obligations, rights
and remedies of the parties under the Agreement shall be determined in
accordance with such laws, provided however, the immunities, authority and
standard of care of the Trustee shall be governed by the jurisdiction in which
its principal office is located.

Section 22.05. Notices. All demands, notices and communications
under the Agreement shall be in writing, personally delivered or mailed by
certified mail, return receipt requested, and shall be deemed to have been duly
given upon receipt (i) in the case of the Seller or the Servicer, to the agent
for service as specified in the Agreement, or at such other address as shall be
designated by the Seller or the Servicer in a written notice to the Trustee;
(ii) in the case of the Trustee, at the Corporate Trust Office; (iii) in the
case of any Letter of Credit Bank to the address provided in the Agreement or
in the reimbursement agreement pursuant to which the Servicer Letter of Credit
is issued; (iv) in the case of Standard & Poor's, at 26 Broadway, 15th Floor,
New York, New York 10004, Attention: Asset Backed Surveillance Department; (v)
in the case of Moody's, at 99 Church Street, New York, New York 10007
Attention: ABS Monitoring Department; and (vi) in the case of Duff & Phelps,
at 55 East Monroe, Chicago, Illinois 60603. Any notice required or permitted
to be

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<PAGE> 81

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.

Section 22.06. Severability of Provisions. If any one 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 covenants, agreements, provisions or terms of the
Agreement or of the Certificates or the rights of the Holders thereof.

Section 22.07. Assignment. Notwithstanding anything to the contrary
contained herein, except as provided in Sections 17.03 and 18.03 and as
provided in the provisions of the Agreement concerning the resignation of the
Servicer, the Agreement may not be assigned by the Seller or the Servicer
without the prior written consent of the Trustee and the Holders of Certificates
evidencing not less than 51% of the Voting Interests of the Class A Certificates
and the Class B Certificates, voting together as a single class.

Section 22.08. Certificates Nonassessable and Fully Paid. 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 16.02, 16.03, 16.04, 16.08, 16.09 or
16.11, each of the related Certificates shall be deemed fully paid.

Section 22.09. No Petition. Each of the Servicer and the Trustee
covenants and agrees that prior to the date which is one year and one day after
the date upon which each Class of Certificates has been paid in full, it will
not institute against, or join any other Person in instituting against the
Seller any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding or other proceedings under any federal or state bankruptcy or
similar law. This Section shall survive the termination of the Agreement or
the termination of the Servicer or the Trustee, as the case may be, under the
Agreement.

* * * *

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<PAGE> 82
EXHIBIT A

SERVICER LETTER OF CREDIT

----------------,-----

Credit No.
-----------

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

Attention: Corporate Trust Office

Ladies and Gentlemen:

At the request and for the account of our customer, Fleetwood Credit
Corp., a California corporation ("Fleetwood Credit"), we (the "Letter of Credit
Bank") hereby establish in your favor this Servicer Letter of Credit, wherein
you, as trustee (the "Trustee") under the Pooling and Servicing Agreement (the
"Pooling and Servicing Agreement") dated as of ________ 1, ____, among Fleetwood
Credit Receivables Corp. ("FCRC"), Fleetwood Credit and you, pursuant to which
$______________ in aggregate principal amount of Asset Backed Certificates (the
"Certificates") of the Fleetwood Credit Grantor Trust (the "Trust") have been
issued, are hereby irrevocably authorized to draw upon the terms and conditions
hereinafter set forth, in an aggregate amount not exceeding $__________________
(hereinafter, as reduced from time to time in accordance with the provisions
hereof, the "Stated Amount"). This Servicer Letter of Credit is effective
immediately and expires at the close of business on _______________, ____ (the
"Expiration Date") at the counters of the Letter of Credit Bank's _____________
Branch.

Funds under this Servicer Letter of Credit are available to you against
your written certificate signed by one who states therein that he is your duly
authorized officer, appropriately completed, in the form of Annex 1 hereto for
payment of certain amounts due from, but unpaid by, Fleetwood Credit under the
Pooling and Servicing Agreement.

We hereby agree that each demand made under and in compliance with the
terms of this Servicer Letter of Credit will be duly honored by us upon due
delivery of the certificate(s), as specified above, appropriately completed
(together with such enclosures, if any, required thereby), if presented as
specified on or before the expiration date hereof. If a presentation in respect
of payment is made by you hereunder at or prior to 12:00 Noon, [LOS ANGELES]
time, on a Business Day, and provided that the documents so presented conform to
the terms and conditions hereof, payment shall be made to you of the amount
specified, in immediately available funds, not later than 9:00 a.m., [LOS
ANGELES] time, on the following

A-1
<PAGE> 83

Business Day. If a presentation in respect of payment is made by you hereunder
after 12:00 Noon, [LOS ANGELES] time, on a Business Day, such presentation shall
be deemed to have been made prior to 12:00 Noon, [LOS ANGELES] time, on the next
succeeding Business Day. You agree to use your best efforts to provide us
telephonic notice at the time any presentation in respect of payment is made
hereunder; provided, however, that failure to provide such telephonic notice
shall not affect our obligation to make payment in respect of any such
presentation in respect of payment. If requested by you, payment under this
Servicer Letter of Credit will be wire transferred to an account specified by
the Trustee in the related certificate. As used herein, "Business Day" shall
mean any day other than a Saturday, a Sunday, or a day on which the Trustee or
banking institutions in New York, New York or [LOS ANGELES], California shall be
authorized or obligated by law, executive order or governmental decree to be
closed.

If a drawing made by you hereunder does not, in any instance, conform
to the terms and conditions of this Servicer Letter of Credit, we shall give
you prompt notice that the purported drawing was not effected in accordance
with the terms and conditions of this Servicer Letter of Credit, stating the
reasons therefor and that we are holding any documents presented in connection
therewith at your disposal or are returning the same to you, as we may elect.

Only you, as Trustee, may make a drawing under this Servicer Letter of
Credit. Upon the payment of the amount specified in the related certificate(s)
presented hereunder, we shall be fully discharged of our obligation under this
Servicer Letter of Credit with respect to such certificate(s) and we shall not
thereafter be obligated to make any further payments under this Servicer Letter
of Credit in respect of such certificate(s) to you or any other person. By
paying to you an amount demanded in accordance herewith, we make no
representation as to the correctness of the amount demanded.

This Servicer Letter of Credit shall automatically terminate at our
close of business in [LOS ANGELES], California on the first to occur of the
following dates (the "Termination Date"): (i) the Expiration Date, or if said
date shall not be a Business Day, on the Business Day next succeeding said
date, (ii) the date of receipt by us of your written certificate signed by your
authorized officer, appropriately completed, in the form of Annex 2 hereto,
(iii) the payment by us of the final drawing available to be made hereunder or
(iv) on the date specified in our letter to you in the form of Annex 5 hereto.
If we are not then in default hereunder by reason of our having wrongfully
failed to honor a demand for payment hereunder, this Servicer Letter of Credit
shall be promptly surrendered to us upon the Termination Date.

Drawings in respect of payments hereunder honored by us shall not, in
the aggregate, exceed the Stated Amount in effect immediately prior to such
drawing. Each drawing honored by us hereunder shall pro tanto reduce the
Stated Amount in effect immediately prior to such drawing.

The Stated Amount under the Servicer Letter of Credit shall be
automatically further reduced at the close of business on the 15th day of each
month, or if such day is not a

A-2
<PAGE> 84

Business Day, the next following Business Day, commencing on __________ 15, ____
(each, a "Reset Date"), so that the Stated Amount at the close of business on
such Reset Date will equal the lesser of (i) the Stated Amount as theretofore in
effect or (ii) the product of $_____________ and the Reset Percentage; provided
that the Stated Amount as of the close of business on any Reset Date shall be
further reduced if the Stated Amount would otherwise exceed the Pool Balance (as
defined in the Pooling and Servicing Agreement). For purposes of this Servicer
Letter of Credit, the Reset Percentage on any Reset Date shall be equal to a
fraction the numerator of which is the number of Receivables in the Trust at the
close of business on the last day of the calendar month preceding the calendar
month in which such Reset Date occurs (as evidenced by the Servicer's
Certificate for such calendar month) and the denominator of which is the
original number of Receivables in the Trust as of _______________. Although the
adjustment on each Reset Date shall occur automatically, by acceptance of this
Servicer Letter of Credit you agree on or as soon as practicable following each
Reset Date on which any reduction has been effected pursuant to the preceding
sentence, and in any event within one Business Day after our written request
(which may be by telex or telecopier) on any subsequent date on which a drawing
certificate is presented hereunder, to deliver to us your certificate in the
form of Annex 3 hereto (each, a "Reduction Certificate"), appropriately
completed, setting forth the calculation of the Stated Amount as so adjusted;
but the failure to deliver such Reduction Certificate shall not otherwise affect
the effectiveness of any such reduction.

This Servicer Letter of Credit shall be governed by the internal laws
of the State of California, including, without limitation, Article 5 of the
Uniform Commercial Code as in effect in the State of California. This Servicer
Letter of Credit shall be supplemented by the provisions (to the extent that
such provisions are not inconsistent with this Servicer Letter of Credit and
said Article 5) of the Uniform Customs and Practice for Documentary Credits
(1993 Revision), International Chamber of Commerce, Publication No. 500, except
Article 45 thereof.

All documents presented to us in connection with any demand for payment
hereunder, as well as all notices and other communications to us in respect of
this Servicer Letter of Credit shall be in writing, or shall be transmitted by
tested telex or telecopier (promptly confirmed in either case in writing), and
shall be addressed to us at _______________________, specifically referring the
thereon to this Servicer Letter of Credit by number.

You may transfer your rights under this Servicer Letter of Credit in
their entirety (but not in part) to any transferee who has succeeded you as
trustee pursuant to the Pooling and Servicing Agreement and such transferred
rights may be successively transferred. The transfer of your rights under this
Servicer Letter of Credit to any such transferee shall be effected upon the
presentation to us of this Servicer Letter of Credit accompanied by a transfer
letter in the form attached hereto as Annex 4.

This Servicer Letter of Credit sets forth in full our undertaking, and
such undertaking shall not in any way be modified, amended, amplified or limited
by reference to any document, instrument or agreement referred to herein
(including, without limitation, the

A-3
<PAGE> 85

Certificates), except only Annexes 1 through 5 hereto; and any such reference
shall not be deemed to incorporate herein by reference any document, instrument
or agreement except as set forth above.

Very truly yours,

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

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

A-4
<PAGE> 86

ANNEX 1 TO SERVICER
LETTER OF CREDIT NO.

CERTIFICATE FOR "ANNEX 1 DRAWING"

The undersigned, ________________________, as trustee (the "Trustee"),
acting through the undersigned duly authorized officer of the
Trustee, hereby certifies to ________________________ (the "Letter of Credit
Bank"), with reference to the Bank's Servicer Letter of Credit No. __________
(the "Servicer Letter of Credit"; any capitalized terms used herein and not
defined having its respective meaning as set forth in the Servicer Letter of
Credit) issued in favor of the Trustee, that:

(1) The Trustee is the Trustee under the Pooling and
Servicing Agreement.

(2) Fleetwood Credit, as servicer ("Servicer") under the
Pooling and Servicing Agreement, has notified us, as Trustee under the
Pooling and Servicing Agreement, pursuant to a Servicer's Certificate
(as defined in the Pooling and Servicing Agreement) (a copy of which is
attached hereto) furnished pursuant to Section 13.09 of the Pooling and
Servicing Agreement that the following amount was required to be
remitted by the Servicer to the Certificate Account (as such term is
defined in the Pooling and Servicing Agreement) pursuant to Section
14.02 of the Pooling and Servicing Agreement with respect to the
Distribution Date (as defined in the Pooling and Servicing Agreement)
occurring on [insert applicable Distribution Date]: $[insert amount
required to be remitted pursuant to Section 14.02].

(3) Fleetwood Credit has failed to deposit the following
portion of amounts owed by it with respect to such Distribution Date
as set forth in paragraph (2) above: $[insert amount of deficiency].

(4) The Trustee is making a drawing under the Servicer
Letter of Credit in the amount of $__________ which amount equals the
lesser of (a) the amount set forth in paragraph (3) and (b) the amount
identified by the Servicer in the Servicer's Certificate referred to
in paragraph (2) above as being available on the date hereof to be
drawn under the Servicer Letter of Credit.

(5) The Trustee has not received notice from Fleetwood
Credit or any other person or entity contesting the accuracy of such
Servicer's Certificate.

(6) The account to which payment under the Servicer Letter
of Credit is to be wire transferred is Account No. _______________,
maintained at ___________________________.

A-5
<PAGE> 87

IN WITNESS WHEREOF, the Trustee has executed and delivered this
certificate as of the _____ day of ___________.

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

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

A-6
<PAGE> 88
ANNEX 2 TO SERVICER
LETTER OF CREDIT NO.

CERTIFICATE FOR THE TERMINATION
OF SERVICER LETTER OF CREDIT NO.

The undersigned, a duly authorized officer of ______________________,
as trustee (the "Trustee"), hereby certifies to ____________________ (the
"Letter of Credit Bank") with reference to the Servicer Letter of Credit Bank's
Irrevocable Servicer Letter of Credit No. __________ (the "Servicer Letter of
Credit"; any capitalized term used herein and not defined having its respective
meaning as set forth in the Servicer Letter of Credit) issued in favor of the
Trustee, that [the Pooling and Servicing Agreement has been terminated in
accordance with its terms and the Certificate Account defined therein contains
sufficient funds to pay in full all outstanding Certificates issued thereunder]
or [in accordance with Section 15.01(b) of the Pooling and Servicing Agreement,
the Servicer Letter of Credit has been terminated on the date hereof] or [the
Trustee has received the Letter of Credit Bank's letter in the form of Annex 5
to the Servicer Letter of Credit].* Accordingly, we herewith return to you for
cancellation the Servicer Letter of Credit which is terminated, as of the date
hereof, pursuant to its terms.

Date:
------------------

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

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

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

* Select appropriate alternative.

A-7
<PAGE> 89

ANNEX 3 TO SERVICER
LETTER OF CREDIT NO.

CERTIFICATE FOR THE REDUCTION OF THE STATED
AMOUNT OF SERVICER LETTER OF CREDIT NO.

The undersigned, a duly authorized officer of _______________________,
as trustee (the "Trustee"), hereby certifies to _________________ (the "Letter
of Credit Bank") with reference to[Cthe Letter of Credit Bank's Servicer Letter
of Credit No. __________ (the "Servicer Letter of Credit"; any capitalized terms
used herein and not defined having its respective meaning as set forth in the
Servicer Letter of Credit) issued in favor of the Trustee, that:

(1) The Trustee is the Trustee under the Pooling and
Servicing Agreement.

(2) On the basis of the Servicer's Certificate attached
hereto, the Trustee hereby confirms that effective [insert Reset Date]
the Stated Amount of the Servicer Letter of Credit has been reduced
from $____________ to $____________, which amount equals the product of
$_____________ and the Reset Percentage; provided that if the Stated
Amount would exceed the Pool Balance set forth in such certificate as
of the end of last month, the Stated Amount shall be reduced to the
amount of the Pool Balance.

(3) This Certificate has been prepared and presented in
strict compliance with the terms of the Pooling and Servicing
Agreement and the Servicer Letter of Credit.

IN WITNESS WHEREOF, the Trustee has executed and delivered this
certificate as of the _______ day of __________, ____.

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

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

A-8
<PAGE> 90

ANNEX 4 TO SERVICER
LETTER OF CREDIT NO.

------------- , -----

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

Re: Servicer Letter of Credit No. _________

Ladies and Gentlemen:

For value received, the undersigned beneficiary hereby irrevocably
transfers to:

_________________________________________________________
(Name and Address of Transferee)

all rights of the undersigned beneficiary to draw under the above-captioned
Servicer Letter of Credit (the "Servicer Letter of Credit"). The transferee
has succeeded the undersigned as Trustee under the Pooling and Servicing
Agreement (as defined in the Servicer Letter of Credit).

By this transfer, all rights of the undersigned beneficiary in the
Servicer Letter of Credit are transferred to the transferee and the transferee
shall hereafter have the sole rights as beneficiary thereof; provided, however,
that no rights shall be deemed to have been transferred to the transferee until
such transfer complies with the requirements of the Servicer Letter of Credit
pertaining to transfers.

The Servicer Letter of Credit is returned herewith and in accordance
therewith we ask that this transfer be effective and that you cause the transfer
of the Servicer Letter of Credit to our transferee or that, if so requested by
the transferee, you cause the issuance of a new

A-9
<PAGE> 91
Servicer Letter of Credit in favor of the transferee with provisions consistent
with the Servicer Letter of Credit.

Very truly yours,

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

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

A-10
<PAGE> 92

ANNEX 5 TO SERVICER
LETTER OF CREDIT NO.

[Letterhead of Letter of Credit Bank]

-------------, -----

[Insert name of Beneficiary]
[Address]
Attention: _______________________

Re: Servicer Letter of Credit No. _________
of _____________________

Ladies and Gentlemen:

On the date hereof we have received notice from Fleetwood Credit Corp.
("Fleetwood Credit") that its short-term credit rating has been upgraded to
[the Required Servicer Rating] by [insert name of applicable Rating Agency].

[On the date hereof, as a result of such upgrading] or [At the close
of business on the [immediately] [second]* succeeding Distribution Date (as
defined in the Servicer Letter of Credit) following the date hereof, as a
result of such downgrading]**, the Servicer Letter of Credit is hereby
terminated. Please deliver the Servicer Letter of Credit to us for
cancellation as soon as practicable following such date, accompanied by your
certificate in the form of Annex 2 to the Servicer Letter of Credit.

Very truly yours,

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

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

- ------------------------------------
* Insert "immediately" if the date of this letter is after the 15th day of
the month. Insert "second" if the date of this letter is on or prior to
the 15th day of the month.

** Select appropriate alternative.

A-11
<PAGE> 93
EXHIBIT B

TRANSFER AGREEMENT

TRANSFER NO. __ OF SUBSEQUENT RECEIVABLES, dated as of ______________,
among FLEETWOOD CREDIT 1997-B GRANTOR TRUST (the "Trust"), FLEETWOOD
CREDIT CORP., a California corporation ("Fleetwood Credit"), FLEETWOOD
CREDIT RECEIVABLES CORP., a California corporation (the "Seller"), and
THE CHASE MANHATTAN BANK, as trustee (the "Trustee") pursuant to the
Pooling and Servicing Agreement referred to below.

W I T N E S S E T H:

WHEREAS, Fleetwood Credit, the Seller and the Trustee are parties to
the Pooling and Servicing Agreement, dated as of September 1, 1997 (the
"Pooling and Servicing Agreement");

WHEREAS, Fleetwood Credit and the Seller are parties to the
Receivables Purchase Agreement, dated as of September 1, 1997 (the "Receivables
Purchase Agreement");

WHEREAS, pursuant to the Receivables Purchase Agreement, Fleetwood
Credit desires to convey certain Subsequent Receivables to the Seller and
pursuant to the Pooling and Servicing Agreement and this Agreement the Seller
desires to convey such Subsequent Receivables to the Trust; and

WHEREAS, the Trustee is willing to accept such conveyance subject to
the terms and conditions hereof.

NOW, THEREFORE, the Trustee, the Seller and Fleetwood Credit hereby
agree as follows:

Section 1. Defined Terms. Capitalized terms used herein that are not
otherwise defined shall have the meanings ascribed thereto in the Pooling and
Servicing Agreement.

"Agreement" means this Transfer Agreement and all amendments hereof and
supplements hereto.

"Subsequent Cutoff Date" means, with respect to the Subsequent
Receivables conveyed hereby, __________.

B-1

<PAGE> 94

"Subsequent Receivables" means the Receivables identified on the
supplement to Schedule A to the Pooling and Servicing Agreement attached hereto.

"Subsequent Transfer Date" means, with respect to the Subsequent
Receivables conveyed hereby, __________.

Section 2. Schedule of Receivables. Annexed hereto is a supplement
to Schedule A to the Pooling and Servicing Agreement listing the Subsequent
Receivables to be conveyed by the Seller to the Trust pursuant to this Agreement
on the Subsequent Transfer Date.

Section 3. Conveyance of Subsequent Receivables. Subject to the
conditions set forth in Section 5 hereof, in consideration of the Trustee's
delivery on behalf of the Trust to or upon the order of the Seller of an amount
equal to $__________ (i.e., the aggregate Principal Balance of the Subsequent
Receivables as of the Subsequent Cutoff Date), the Seller does hereby sell,
transfer, assign and otherwise convey to the Trust, without recourse (subject
to the Seller's obligations hereunder):

(a) all right, title and interest of the Seller in and to the
Subsequent Receivables listed on Schedule A hereto and all monies due thereon
and paid thereon or in respect thereof (including proceeds of the repurchase of
such Subsequent Receivables by the Seller pursuant to Section 12.02 or 21.02 of
the Pooling and Servicing Agreement or the purchase of such Subsequent
Receivables by Fleetwood Credit pursuant to Section 13.07 or 21.02 of the
Pooling and Servicing Agreement) on or after the Subsequent Cutoff Date;

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

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

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

(e) all proceeds of the foregoing

Section 4. Representations and Warranties of the Seller.

(a) The Seller does hereby make the following representations on
which the Trustee shall rely in accepting the Subsequent Receivables in trust
pursuant to the Pooling and Servicing Agreement. The representations shall
speak as of the execution and delivery of this Agreement and as of the
Subsequent Transfer Date, and in each case shall survive the sale, transfer and
assignment of the Subsequent Receivables to the Trustee.

B-2
<PAGE> 95

(i) Organization and Good Standing. The Seller
shall have been duly organized and shall be validly existing as a
corporation in good standing under the laws of the State of
California, 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 had at all relevant times, and
shall now have, power, authority and legal right to acquire, own and
sell the Subsequent Receivables.

(ii) Due Qualification. The Seller 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.

(iii) Power and Authority. The Seller shall have
the power and authority to execute and deliver this Agreement and to
carry out its terms, the Seller 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 this Agreement
shall have been duly authorized by the Seller by all necessary
corporate action.

(iv) Valid Sale; Binding Obligations. This
Agreement shall evidence a valid sale, transfer and assignment of the
Subsequent Receivables, enforceable against creditors of and
purchasers from the Seller; and shall constitute a legal, valid and
binding obligation of the Seller enforceable against the Seller in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization or other similar laws affecting
the enforcement of creditors' rights in general and by general
principles of equity, regardless of whether such enforceability shall
be considered in a proceeding in equity or at law.

(v) No Violation. The consummation of the
transactions contemplated by this Agreement and the fulfillment of the
terms of this Agreement 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) a default under, the articles of
incorporation or bylaws of the Seller, or conflict with or breach any
of the material terms or provisions of, or constitute (with or without
notice or lapse of time) a default under, 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 this Agreement and the
Pooling and Servicing Agreement); nor violate any law or, to the best
of the Seller's knowledge, any order, rule or regulation applicable to
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, to the best knowledge of the Seller,
threatened against the Seller, before any court,

B-3
<PAGE> 96

regulatory body, administrative agency or other tribunal or
governmental instrumentality having jurisdiction over the Seller or
its properties: (a) asserting the invalidity of this Agreement, (b)
seeking to prevent the consummation of any of the transactions
contemplated by this 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 Agreement.

(b) The Seller does hereby make the following representations and
warranties as to the Subsequent Receivables on which the Trustee shall rely in
accepting the Subsequent Receivables in trust. The representations shall speak
as of the execution and delivery of this Agreement and as of the Subsequent
Transfer Date, and in each case shall survive the sale, transfer and assignment
of the Subsequent Receivables to the Trustee.

(i) Characteristics of Subsequent Receivables. Each
Subsequent Receivable (a) shall have been originated in the United
States by a Dealer for the retail sale of the related Financed Vehicle
in the ordinary course of such Dealer's business, shall have been
fully and properly executed by the parties thereto, shall have been
purchased by Fleetwood Credit from such Dealer under an agreement with
Fleetwood Credit and shall have been validly assigned by such Dealer
to Fleetwood Credit in accordance with its terms and shall have been
subsequently sold by Fleetwood Credit to the Seller; (b) shall have
created or shall create a valid, subsisting and enforceable first
priority security interest in favor of Fleetwood Credit in the related
Financed Vehicle, which security interest has been assigned by
Fleetwood Credit to the Seller, and shall be assignable, and shall be
so assigned, by the Seller to the Trustee; (c) shall contain customary
and enforceable provisions such that the rights and remedies of the
holder thereof shall be adequate for the 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 Subsequent Receivable may be minimally
different from the level payment) that fully amortize the Amount
Financed by maturity and yield interest at its APR; and (e) shall
provide for, in the event that such Subsequent Receivable is prepaid,
a prepayment that fully pays the Principal Balance and includes
accrued but unpaid interest at least through the date of prepayment in
an amount calculated by using an interest rate at least equal to its
APR.

(ii) Schedule of Receivables. The information set forth
in the supplement to the Schedule of Receivables annexed hereto shall
be true and correct in all material respects as of the opening of
business on the Subsequent Cutoff Date, and no selection procedure
adverse to the Certificateholders shall have been utilized in
selecting the Subsequent Receivables from those Receivables of
Fleetwood Credit which met the selection criteria set forth in this
Section.

(iii) Compliance with Law. Each Subsequent Receivable and
each sale of the related Financed Vehicle shall have complied at the
time it was originated or made, and shall comply at the time of
execution of this Agreement in all material respects with all
requirements of applicable federal, state and local laws, and

B-4
<PAGE> 97

regulations thereunder, including usury laws, the Federal
Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair
Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the
Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z,
state adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code and other consumer credit, equal credit
opportunity and disclosure laws.

(iv) Binding Obligation. Each Subsequent Receivable shall
constitute the genuine, legal, valid and binding payment obligation in
writing of the related Obligor, enforceable by the holder thereof in
accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, reorganization, liquidation and other similar
laws affecting the enforcement of creditors' rights in general and by
general principles of equity regardless of whether such enforceability
shall be considered in a proceeding in equity or at law.

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

(vi) Security Interest in Financed Vehicles. Immediately
prior to the sale, assignment and transfer thereof, each Subsequent
Receivable shall be secured by a validly perfected first security
interest in the related Financed Vehicle in favor of Fleetwood Credit
as secured party or all necessary and appropriate action with respect
to such Subsequent Receivable shall have been taken to perfect a first
priority security interest in such Financed Vehicle in favor of
Fleetwood Credit as secured party.

(vii) Receivables in Force. No Subsequent Receivable shall
have been satisfied, subordinated or rescinded, nor shall any related
Financed Vehicle have been released from the lien granted by the
related Subsequent Receivable in whole or in part.

(viii) No Waiver. No provision of a Subsequent Receivable
shall have been waived in such a manner that such Subsequent
Receivable fails to meet all of the other representations and
warranties made by the Seller herein with respect thereto.

(ix) No Amendments. No Subsequent Receivable shall have
been amended in such a manner that such Subsequent Receivable fails to
meet all of the other representations and warranties made by the
Seller herein with respect thereto.

B-5
<PAGE> 98

(xi) No Liens. To the knowledge of the Seller, no liens
or claims shall have been filed, including liens for work, labor or
materials relating to a Financed Vehicle related to a Subsequent
Receivable, that shall be liens prior to, or equal or coordinate with,
the security interest in such Financed Vehicle granted by the related
Subsequent Receivable.

(xii) No Default. Except for payment defaults continuing
for a period of not more than 30 days as of the Subsequent Cutoff
Date, no default, breach, violation or event permitting acceleration
under the terms of any Subsequent Receivable shall have occurred; and
no continuing condition that with notice or the lapse of time would
constitute a default, breach, violation or event permitting
acceleration under the terms of any Subsequent Receivable shall have
arisen; and the Seller shall not have waived any of the foregoing.

(xiii) Insurance. Fleetwood Credit, in accordance with its
customary servicing procedures, shall have determined that each
Obligor had obtained physical damage insurance covering the related
Financed Vehicle.

(xiv) Good Title. It is the intention of the Seller that
the transfer and assignment herein contemplated, taken as a whole,
constitute a sale of the Subsequent Receivables from the Seller to the
Trust and that the beneficial interest in and title to the Subsequent
Receivables not be a part of the debtor's estate in the event of a
filing of a bankruptcy petition by or against the Seller under any
bankruptcy law. No Subsequent Receivable has been sold, transferred,
assigned or pledged by the Seller to any Person other than the
Trustee, and no provision of a Subsequent Receivable shall have been
waived, except as provided in clause (viii) above; immediately prior
to the transfer and assignment herein contemplated, the Seller had
good and marketable title to each Subsequent Receivable free and clear
of all Liens and rights of others; immediately upon the transfer and
assignment thereof, the Trustee, for the benefit of the
Certificateholders, shall have good and marketable title to each
Subsequent Receivable, free and clear of all Liens and rights of
others; and the transfer and assignment herein contemplated has been
perfected under the UCC.

(xv) Lawful Assignment. No Subsequent 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
Subsequent Receivable under the Agreement or pursuant to transfers of
the Certificates shall be unlawful, void or voidable.

(xvi) All Filings Made. All filings (including UCC
filings) necessary in any jurisdiction to give the Trustee a first
perfected ownership interest in the Subsequent Receivables shall have
been made.

(xvii) One Original. There shall be only one original
executed copy of each Subsequent Receivable.

B-6

<PAGE> 99

(xviii) Additional Representations and Warranties. (a) Each
Subsequent Receivable shall have an original maturity of not less than
__ months nor greater than __ months and, as of the Subsequent Cutoff
Date, a scheduled remaining maturity of not less than __ months nor
greater than __ months; (b) the weighted average remaining term of the
Receivables (including the Subsequent Receivables) as of the Subsequent
Transfer Date is not greater than __ months; (c) each Subsequent
Receivable shall have an Annual Percentage Rate equal to or greater
than _____% and equal to or less than _____%; (d) the weighted average
APR of the Receivables (including the Subsequent Receivables) is not
less than _____%; (e) each Subsequent Receivable shall have no payment
that is more than 30 days past due as of the related Subsequent Cutoff
Date; (f) such Subsequent Receivables were originated on or prior to
__________; and (g) the related Receivable Files shall be kept at one
or more of the locations listed in Schedule B to the Pooling and
Servicing Agreement.

Section 5. Conditions Precedent. The obligation of the Trust to
acquire the Subsequent Receivables hereunder is subject to the satisfaction, on
or prior to the Subsequent Transfer Date, of the following conditions
precedent:

(a) Representations and Warranties. (i) Each of the
representations and warranties made by Fleetwood Credit in Section
2.03 of the Receivables Purchase Agreement and (ii) each of the
representations and warranties made by the Seller in Section 4 of this
Agreement and Sections 7.01 and 17.01 of the Pooling and Servicing
Agreement, shall be true and correct as of the date of this Agreement
and as of the Subsequent Transfer Date.

(b) Pooling and Servicing Agreement Conditions. Each of
the conditions set forth in Section 2.02(b) to the Pooling and
Servicing Agreement shall have been satisfied.

(c) Receivables Purchase Agreement Conditions. Fleetwood
Credit shall have complied with the requirements of Section 2.03 of
the Receivables Purchase Agreement and shall have delivered all
documents required to be delivered pursuant to Section 2.01 of the
Receivables Purchase Agreement.

(d) Security Interest Perfection. In connection with the
conveyance contemplated by this Agreement, the Seller agrees to record
and file, at its own expense, a financing statement with respect to
the related Subsequent Receivables now existing and hereafter created
for the sale of chattel paper (as defined in Section 9105 of the UCC
as in effect in the State of California) meeting the requirements of
applicable state law in such manner as is sufficient to perfect the
sale and assignment of such Subsequent Receivables to the Trust, and
the proceeds thereof (and any continuation statements as are required
by applicable state law), and to deliver a file-stamped copy of each
such financing statement (or continuation statement) or other evidence
of such filings (which may, for purposes of this Section, consist of
telephone confirmation of such filing with the file stamped copy of
each such filing to be

B-7

<PAGE> 100

provided to the Trustee in due course), as soon as is practicable
after the Seller's receipt thereof.

In connection with such conveyance, the Seller further
agrees, at its own expense, on or prior to the Subsequent Transfer
Date (i) to annotate and indicate in its computer files that the
Subsequent Receivables have been transferred to the Trust pursuant to
the Agreement and (ii) to deliver to the Trustee a computer file
printed or microfiche list containing a true and complete list of all
such Subsequent Receivables, identified by account number and by the
Principal Balance of each Subsequent Receivable as of the related
Subsequent Cutoff Date.

(e) Additional Information. The Seller shall have
delivered to the Trustee on behalf of the Trust such information as
was reasonably requested by the Trustee on behalf of the Trust to
satisfy itself as to (i) the accuracy of the representations and
warranties set forth in Section 4 of this Agreement and Sections 7.01
and 17.01 of the Pooling and Servicing Agreement and (ii) the
satisfaction of the conditions set forth in this Section.

Section 6. Ratification of Agreement. As supplemented by this
Agreement, the Pooling and Servicing Agreement is in all respects ratified and
confirmed and the Pooling and Servicing Agreement as so supplemented by this
Agreement shall be read, taken and construed as one and the same instrument.

Section 7. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of California and the obligations, rights
and remedies of the parties under this Agreement shall be determined in
accordance with such laws.

B-8
<PAGE> 101

IN WITNESS WHEREOF, the Trustee, Fleetwood Credit and the Seller have
caused this Agreement to be duly executed and delivered by their respective
duly authorized officers as of the day and the year first above written.

FLEETWOOD CREDIT CORP.

By:
-------------------------------------
Marvin T. Runyon, III
Senior Vice President

FLEETWOOD CREDIT RECEIVABLES CORP.

By:
-------------------------------------
Marvin T. Runyon, III
Senior Vice President

THE CHASE MANHATTAN BANK,
as Trustee

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

B-9

<PAGE> 102

EXHIBIT C-1

TRUSTEE'S CERTIFICATE
PURSUANT TO SECTION 20.02 OR 20.03
OF THE POOLING AND SERVICING
AGREEMENT

The ______________________________, as trustee (the "Trustee") of the
Fleetwood Credit ____-__ Grantor Trust created pursuant to the Pooling and
Servicing Agreement (the "Agreement") dated as of ______ 1, ____ among Fleetwood
Credit Receivables Corp., as Seller, Fleetwood Credit Corp., as Servicer, and
the Trustee, does hereby sell, transfer, assign and otherwise convey to the
Seller, without recourse, representation or warranty, all of the Trustee's
right, title and interest in and to all of the Receivables (as defined in the
Agreement) identified in the attached Servicer's Certificate as "Repurchased
Receivables," which are to be repurchased by the Seller pursuant to Section
12.02 or 21.02 of the Agreement and all security and documents relating thereto.

IN WITNESS WHEREOF, I have hereunto set my hand this ______th day of
__________, 19__.

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

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

C-1-1

<PAGE> 103

EXHIBIT C-2

TRUSTEE'S CERTIFICATE
PURSUANT TO SECTION 20.02 OR 20.03
OF THE POOLING AND SERVICING
AGREEMENT

The __________________________________, as trustee (the "Trustee") of
the Fleetwood Credit ____-__ Grantor Trust created pursuant to the Pooling and
Servicing Agreement (the "Agreement") dated as of ______ 1, _____ among
Fleetwood Credit Receivables Corp., as Seller, Fleetwood Credit Corp., as
Servicer (the "Servicer"), and the Trustee, does hereby sell, transfer, assign
and otherwise convey to the Servicer, without recourse, representation or
warranty, all of the Trustee's right, title and interest in and to all of the
Receivables (as defined in the Agreement) identified in the attached Servicer's
Certificate as "Repurchased Receivables," which are to be repurchased by the
Servicer pursuant to Section 13.07 or 21.02, and all security and documents
relating thereto.

IN WITNESS WHEREOF, I have hereunto set my hand this ____th day of
__________, 19__.

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

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

C-2-1

<PAGE> 1
EXHIBIT 5.1

September 2, 1997

Fleetwood Credit Receivables Corp.
22840 Savi Ranch Parkway
Yorba Linda, California 92687

Re: Fleetwood Credit 1997-B Grantor Trust
Asset Backed Certificates

Ladies and Gentlemen:

I am Vice President and Assistant General Counsel of Associates First
Capital Corporation, a Delaware corporation and the parent company of Fleetwood
Credit Corp., and in that capacity I have acted as counsel to Fleetwood Credit
Receivables Corp., a California corporation (the "Company"), in connection with
the issuance and sale by the Company of ___% Asset Backed Certificates, Class A
and ___% Asset Backed Certificates, Class B (collectively, the "Certificates")
representing undivided interests in the Fleetwood Credit 1997-B Grantor Trust.

As such counsel, I have examined originals, or copies identified to my
satisfaction as being true copies of originals, of the following documents and
have received the following advices:

1. Articles of Incorporation of the Company, as now in effect.

2. Bylaws of the Company, as now in effect.

3. Advices of governmental authorities with respect to the
corporate status of, and payment of taxes by, the Company in
the State of California.

4. The Registration Statement on Form S-1, Registration No.
333-33745 (the "Registration Statement"), filed by the Company
with the Securities and Exchange Commission (the "Commission")
on August 15, 1997, as amended to date.

5. Resolutions of the Board of Directors of the Company
authorizing the filing of the Registration Statement and the
execution and delivery of (i) the Underwriting Agreement
between Merrill Lynch, Pierce, Fenner & Smith, Incorporated, as
underwriters and the Company and Fleetwood Credit Corp., a form
of which is being filed as Exhibit 1.1 to the Registration
Statement (the "Underwriting

<PAGE> 2
Fleetwood Credit Receivables Corp.
September 2, 1997

Agreement") and (ii) the Pooling and Servicing Agreement dated
as of September 1, 1997 among The Chase Manhattan Bank, as
Trustee (the "Trustee"), the Company and Fleetwood Credit
Corp., including the Standard Terms and Conditions of Agreement
(Senior/Subordinated), effective September 1, 1997, with
respect thereto (collectively, the "Agreement").

6. The Underwriting Agreement.

7. The Agreement.

8. Such other documents and records as I have deemed necessary or
advisable for the purpose of the opinion set forth below.

The opinion set forth below relates solely to California and federal
law, and I do not purport to be expert as to, nor do I express any opinions as
to, the laws of any other jurisdiction.

I have assumed the due authorization, execution and delivery by the
parties other than the Company to the Underwriting Agreement and the Agreement
and I have assumed the genuineness of all signatures except those of officers
of the Company.

My opinion expressed below is subject to the qualification that I have
not examined the Certificates but rather have examined specimens thereof. In
addition, in rendering my opinion expressed below, I have assumed that any
state securities laws applicable to the issuance of the Certificates have been
complied with.

Based upon such review, and in reliance thereon, and after
consideration of such other legal questions as I have deemed necessary, it is
my opinion that, subject to the qualifications and assumptions referred to
above, the Certificates, when issued and paid for in accordance with the
Underwriting Agreement and the Agreement, will be legally issued, fully paid
and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name in the Registration Statement
under the caption "Legal Opinions." In giving this consent, I do not thereby
admit that I am in the category of persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Commission.

Respectfully submitted,

/s/ Timothy M. Hayes
Timothy M. Hayes

<PAGE> 1
EXHIBIT 8.1

Letterhead of Arter & Hadden

September 3, 1997

Re: Fleetwood Credit 1997-B Grantor Trust
Asset Backed Certificates
Registration Statement on Form S-1, No. 333-33745

Ladies and Gentlemen:

We have acted as counsel to Fleetwood Credit Receivables Corp. in
connection with the preparation and filing of the registration statement on
Form S-1 (such registration statement, the "Registration Statement") filed with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended (the "Act"), in respect of the Fleetwood Credit 1997-B Grantor Trust
(the "Trust") Asset Backed Certificates (the "Certificates"). Our opinions
formed the basis for the description of federal income tax consequences
appearing under the heading "Certain Federal Income Tax Consequences" in the
prospectus contained in the Registration Statement. Such description does not
purport to discuss all possible federal income tax consequences of an
investment in the Certificates, but with respect to the consequences which
are discussed, it is our opinion that the description is accurate. In addition,
assuming issuance of Certificates, it is our opinion that the Trust will be
classified as a "grantor" trust and not as an association (or publicly traded
partnership within the meaning of Section 7704 of the Internal Revenue Code of
1986, as amended).

We hereby consent to the filing of this letter as an Exhibit to the
Registration Statement and to the reference to this firm in the Registration
Statement and related prospectus under the heading "Certain Federal Income Tax
Consequences."

Very truly yours,

/s/ Arter & Hadden
Arter & Hadden

<PAGE> 1
EXHIBIT 10.1

Brown & Wood LLP
Draft of
9/2/97

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

FLEETWOOD CREDIT CORP.,

as Seller

and

FLEETWOOD CREDIT RECEIVABLES CORP.,

as Purchaser

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

RECEIVABLES PURCHASE AGREEMENT

Dated as of September 1, 1997

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

================================================================================
<PAGE> 2
TABLE OF CONTENTS
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ARTICLE ONE

DEFINITIONS

Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 1.02. Other Definitional Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

Section 2.01. Conveyance of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Section 2.02. Representations and Warranties as to Fleetwood Credit . . . . . . . . . . . . . . 3
Section 2.03. Representations and Warranties as to the Receivables . . . . . . . . . . . . . . 5
Section 2.04. Covenants of Fleetwood Credit . . . . . . . . . . . . . . . . . . . . . . . . . . 8

ARTICLE THREE

PAYMENT OF PURCHASE PRICE

Section 3.01. Payment of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE FOUR

TERMINATION

Section 4.01. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

ARTICLE FIVE

MISCELLANEOUS PROVISIONS

Section 5.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Section 5.02. Protection of Right, Title and Interest to Receivables . . . . . . . . . . . . . 10
Section 5.03. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.05. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.06. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.07. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.08. No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.09. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>

(i)
<PAGE> 3
<TABLE>
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Section 5.10. Third-Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.11. Merger and Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.12. Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.13. Seller Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.14. Merger or Consolidation of, or Assumption of the Obligations of, Fleetwood Credit 12

Schedule A - Schedule of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
</TABLE>

(ii)
<PAGE> 4

RECEIVABLES PURCHASE AGREEMENT, dated as of September 1, 1997, between
Fleetwood Credit Corp., a California corporation, as seller, and Fleetwood
Credit Receivables Corp., a California corporation, as purchaser.

In consideration of the premises and mutual agreements herein
contained, each party agrees as follows for the benefit of the other party and
for the benefit of the Trustee:

ARTICLE ONE

DEFINITIONS

Section 1.01. Definitions. Whenever used in this Agreement, the
following words and phrases shall have the following meanings:

"Agreement" means this Receivables Purchase Agreement and all
amendments hereof and supplements hereto.

"Closing Date" means September __, 1997.

"Fleetwood Credit" means Fleetwood Credit Corp. and any successor
thereto.

"Initial Cutoff Date" means September 1, 1997.

"Pooling and Servicing Agreement" means the Pooling and Servicing
Agreement dated as of September 1, 1997, among Fleetwood Credit Receivables
Corp., as seller, Fleetwood Credit, as servicer, and the Trustee.

"Purchaser" means Fleetwood Credit Receivables Corp., in its capacity
as purchaser of the Receivables under this Agreement and any successor thereto
(in the same capacity).

"Repurchased Receivable" means a Receivable repurchased by Fleetwood
Credit pursuant to Section 2.03(c).

"Schedule of Receivables" means the schedule of Receivables attached
as Schedule A hereto and as Schedule A to the Pooling and Servicing Agreement,
as it may be amended or supplemented from time to time.

"Standard Terms and Conditions" means the Standard Terms and
Conditions of Agreement (Pre-Funded Senior/Subordinated) Effective September 1,
1997 for Fleetwood Credit Grantor Trusts.

<PAGE> 5

"Subsequent Cutoff Date" shall have the meaning specified in the
related Transfer Agreement.

"Subsequent Receivables" means the Receivables sold by Fleetwood
Credit to the Seller pursuant to Section 2.01(b), which shall be listed on
Schedule A to the related Transfer Agreement and sold by the Seller to the
Trust pursuant to the Pooling and Servicing Agreement and the related Transfer
Agreement.

"Trustee" means The Chase Manhattan Bank, as trustee under the Pooling
and Servicing Agreement, or any successor trustee thereunder.

Section 1.02. Other Definitional Provisions.

(a) All capitalized terms not otherwise defined in this Agreement
shall have the defined meanings used in the Pooling and Servicing Agreement.

(b) The words "hereof", "herein" and "hereunder" and words of
similar import when used in this Agreement shall refer to this Agreement as a
whole and not to any particular provision of this Agreement; Section,
subsection and Schedule references contained in this Agreement are references
to Sections, subsections and Schedules in or to this Agreement unless otherwise
specified; and the word "including" means including without limitation.

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

Section 2.01. Conveyance of Receivables.

(a) In the case of the Initial Receivables, on the Closing Date
Fleetwood Credit does hereby sell, transfer, assign and otherwise convey to the
Purchaser, without recourse (subject to Fleetwood Credit's obligations
hereunder):

(i) all right, title and interest of Fleetwood Credit in
and to the Initial Receivables listed in the Schedule of Receivables
and all monies due thereon and paid thereon or in respect thereof
(including proceeds of the repurchase of Initial Receivables by
Fleetwood Credit pursuant to Section 2.03(c)) on or after the Initial
Cutoff Date, exclusive of Accrued Interest as of the opening of
business on the Initial Cutoff Date;

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

(iii) the interest of Fleetwood Credit in any Liquidation
Proceeds, in any proceeds of any physical damage insurance policies
covering the related Financed

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<PAGE> 6

Vehicles and in any proceeds of any credit life or credit disability
insurance policies relating to the Initial Receivables or the related
Obligors;

(iv) the interest of Fleetwood Credit in any proceeds from
Dealer repurchase obligations relating to the Initial Receivables; and

(v) all proceeds of the foregoing.

(b) In the case of the Subsequent Receivables, on the related
Subsequent Transfer Dates during the Funding Period, Fleetwood Credit will
sell, transfer, assign and otherwise convey to the Purchaser, without recourse
(subject to Fleetwood Credit's obligations hereunder):

(i) all right, title and interest of Fleetwood Credit in
and to the related Subsequent Receivables listed in the Schedule of
Receivables attached to the related Transfer Agreement and all monies
due thereon and paid thereon or in respect thereof (including proceeds
of the repurchase of Subsequent Receivables by Fleetwood Credit
pursuant to Section 2.03(c)) on or after the related Subsequent Cutoff
Date, exclusive of Accrued Interest as of the opening of business on
the Subsequent Cutoff Date;

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

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

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

(v) all proceeds of the foregoing.

(c) In connection with such conveyance, on or prior to the Closing
Date or the related Subsequent Transfer Date, as the case may be, Fleetwood
Credit agrees to record and file, at its own expense, a financing statement
with respect to the related Receivables now existing and hereafter created for
the sale of chattel paper (as defined in Section 9105 of the UCC as in effect
in the State of California) meeting the requirements of applicable state law in
such manner as is sufficient to perfect the sale and assignment of such
Receivables to the Purchaser, and the proceeds thereof (and any continuation
statements as are required by applicable state law), and to deliver a
file-stamped copy of each such financing statement (or continuation statement)
or other evidence of such filings (which may, for purposes of this Section,
consist of telephone confirmation of such filing with the

3
<PAGE> 7
file stamped copy of such filing to be provided to the Purchaser in due
course), as soon as is practicable after Fleetwood Credit's receipt thereof.

In connection with such conveyance, Fleetwood Credit further agrees,
at its own expense, on or prior to the Closing Date or the related Subsequent
Transfer Date, as the case may be, (i) to annotate and indicate in its computer
files that the related Receivables have been transferred to the Purchaser
pursuant to this Agreement and (ii) to deliver to the Purchaser a computer
file, or printed or microfiche list containing a true and complete list of all
of such Receivables, identified by account number and by the Principal Balance
of each Receivable as of the Initial Cutoff Date or the related Subsequent
Cutoff Date, as the case may be. Such file or list shall be marked as Schedule
A to this Agreement and is hereby incorporated into and made a part of this
Agreement.

The parties hereto intend that the conveyance hereunder be a sale. In
the event that the conveyance hereunder is not for any reason considered a
sale, the parties intend that Fleetwood Credit be deemed to have granted to the
Purchaser a first priority perfected security interest in, to and under the
related Receivables and the other property conveyed hereunder and all proceeds
of any of the foregoing and that this Agreement constitute a security agreement
under applicable law.

Section 2.02. Representations and Warranties as to Fleetwood Credit.
Fleetwood Credit hereby represents and warrants as of the date of this
Agreement, the Closing Date and each Subsequent Transfer Date (or as of such
other date as specified below) that:

(a) Organization and Good Standing. Fleetwood Credit is
a California corporation duly organized, validly existing and in good
standing under the laws of the State of California, and has 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 had at all relevant times, and shall have, power,
authority and legal right to acquire, own and sell the Receivables.

(b) Due Qualification. As of the Closing Date and each
Subsequent Transfer Date, Fleetwood Credit 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 Pooling and Servicing Agreement) shall require such
qualifications.

(c) Power and Authority. Fleetwood Credit shall have the
power and authority to execute and deliver this Agreement and each
Transfer Agreement and to carry out its terms; and the execution,
delivery and performance of this Agreement and each Transfer Agreement
shall have been duly authorized by Fleetwood Credit by all necessary
corporate action.

(d) Binding Obligation. This Agreement constitutes, and
each Transfer Agreement will constitute, a legal, valid and binding
obligation of Fleetwood Credit,

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<PAGE> 8
enforceable against Fleetwood Credit in accordance with its terms,
except as enforceability may be subject to or limited by bankruptcy,
insolvency, reorganization or other similar laws affecting the
enforcement of creditors' rights in general and by general principles
of equity, regardless of whether such enforceability shall be
considered in a proceeding in equity or at law.

(e) No Violation. The consummation of the transactions
contemplated by this Agreement and each Transfer Agreement and the
fulfillment of the terms hereof and thereof shall not conflict with,
result in a breach of any of the terms and provisions of, nor
constitute (with or without notice or lapse of time) a default under,
the articles of incorporation or bylaws of Fleetwood Credit, or
conflict with or breach any of the material terms or provisions of or
constitute (with or without notice or lapse of time) a default under,
any indenture, agreement or other instrument to which Fleetwood Credit
is a party or by which it may 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
this Agreement or any Transfer Agreement); nor violate any law or, to
the best of Fleetwood Credit's knowledge, any order, rule or
regulation applicable to Fleetwood Credit of any court or of any
federal or state regulatory body, administrative agency or other
governmental instrumentality having jurisdiction over Fleetwood Credit
or its properties.

(f) No Proceedings. There are no proceedings or
investigations pending or, to the best knowledge of Fleetwood Credit,
threatened against Fleetwood Credit before any court, regulatory body,
administrative agency or other tribunal or governmental
instrumentality (i) asserting the invalidity of this Agreement or any
Transfer Agreement, (ii) seeking to prevent the consummation of any of
the transactions contemplated by this Agreement or any Transfer
Agreement or (iii) seeking any determination or ruling that, in the
reasonable judgment of Fleetwood Credit, would materially and
adversely affect the performance by Fleetwood Credit of its
obligations under this Agreement or any Transfer Agreement.

The representations and warranties set forth in this Section shall
survive the transfer and assignment of the related Receivables to the Purchaser
on the Closing Date or the related Subsequent Transfer Date, as the case may
be, and the transfer and assignment of the related Receivables by the Purchaser
to the Trust. Upon discovery by Fleetwood Credit, the Purchaser or the Trustee
of a breach of any of the foregoing representations and warranties, the party
discovering such breach shall give prompt written notice to the others.

Section 2.03. Representations and Warranties as to the Receivables.

(a) Eligibility of Receivables. Fleetwood Credit hereby
represents and warrants as of the Initial Cutoff Date with respect to the
Initial Receivables and as of the related Subsequent Cutoff Date with respect
to the Subsequent Receivables (or, in either case, as of such other date as
specified below) that:

5
<PAGE> 9
(i) Characteristics of Receivables. Each Receivable (A)
shall have been (1) originated in the United States by a Dealer for
the retail sale of the related Financed Vehicle in the ordinary course
of such Dealer's business, (2) fully and properly executed by the
parties thereto, (3) purchased by Fleetwood Credit from such Dealer
under an agreement with Fleetwood Credit and (4) validly assigned by
such Dealer to Fleetwood Credit in accordance with its terms, (B)
shall have created or shall create a valid, subsisting and enforceable
first priority perfected security interest in favor of Fleetwood
Credit in the related Financed Vehicle, which security interest shall
be assignable, and shall be so assigned, by the Purchaser 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 shall provide for a finance charge
or yield interest at its APR and (E) shall provide for, in the event
that such Receivable is prepaid in full, payment of an amount that
fully pays the Principal Balance and includes accrued but unpaid
interest at least through the date of prepayment in an amount at least
equal to its APR.

(ii) Schedule of Receivables. The information set forth
in the Schedule of Receivables, as supplemented by each Transfer
Agreement, shall be true and correct in all material respects as of
the opening of business on the Initial Cutoff Date or the related
Subsequent Cutoff Date, as the case may be, and no selection procedure
adverse to the Purchaser shall have been utilized in selecting the
Receivables from the receivables of Fleetwood Credit which met the
selection criteria set forth in this Section.

(iii) Compliance with Law. Each Receivable shall have
complied at the time it was originated or made, and shall comply at
the time of execution of this Agreement with respect to the Initial
Receivables and at the time of execution of the related Transfer
Agreement with respect to the related Subsequent Receivables, in all
material respects with all requirements of applicable federal, state
and local laws, and regulations thereunder, including usury laws, the
Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the
Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt
Collection Practices Act, the Federal Trade Commission Act, the
Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z,
state adaptations of the National Consumer Act and of the Uniform
Consumer Credit Code and other consumer credit, equal credit
opportunity and disclosure laws.

(iv) Binding Obligation. Each Receivable shall constitute
the genuine, legal, valid and binding payment obligation in writing of
the related Obligor, enforceable by the holder thereof in accordance
with its terms, except as enforceability may be subject to or limited
by bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights in general and by

6
<PAGE> 10
general principles of equity, regardless of whether such
enforceability shall be considered in a proceeding in equity or at
law.

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

(viii) No Waiver. No provision of a Receivable shall have
been waived in such a manner that such Receivable fails to meet all of
the other representations and warranties made by Fleetwood Credit
herein with respect thereto.

(ix) No Amendments. No Receivable shall have been amended
in such a manner that such Receivable fails to meet all of the other
representations and warranties made by Fleetwood Credit herein with
respect thereto.

(x) No Defenses. No facts shall be known to Fleetwood
Credit which would give rise to any right of rescission, setoff,
counterclaim or defense, nor shall the same have been asserted or
threatened, with respect to any Receivable.

(xi) No Liens. To the knowledge of Fleetwood Credit, no
Liens shall have been filed, including Liens for work, labor or
materials relating to a Financed Vehicle, that shall be prior to, or
equal or coordinate with, the security interest in such Financed
Vehicle granted by the related Receivable.

(xii) No Default. Except for payment defaults continuing
for a period of not more than 30 days as of the Cutoff Date, no
default, breach, violation or event permitting acceleration under the
terms of any Receivable shall have occurred; no continuing condition
that with notice or the lapse of time would constitute a default,
breach, violation or event permitting acceleration under the terms of
any Receivable shall have arisen; and Fleetwood Credit shall not have
waived any of the foregoing.

7
<PAGE> 11
(xiv) Good Title. It is the intention of Fleetwood Credit
that the transfer and assignment herein contemplated, taken as a
whole, constitute a sale of the Receivables from Fleetwood Credit to
the Purchaser and that the beneficial interest in and title to the
Receivables not be part of the debtor's estate in the event of the
filing of a bankruptcy petition by or against Fleetwood Credit under
any bankruptcy law; no Receivable has been sold, transferred, assigned
or pledged by Fleetwood Credit to any Person other than the Purchaser,
and no provision of a Receivable shall have been waived, except as
provided in clause (viii) above; immediately prior to the transfer and
assignment herein contemplated, Fleetwood Credit had good and
marketable title to each Receivable free and clear of all Liens and
rights of others; immediately upon the transfer and assignment
thereof, the Purchaser shall have good and marketable title to each
Receivable, free and clear of all Liens and rights of others; and the
transfer and assignment herein contemplated has been perfected under
the UCC.

(xv) 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
this Agreement, any Transfer Agreement or pursuant to transfers of the
Certificates shall be unlawful, void or voidable.

(xvi) All Filings Made. All filings (including UCC
filings) necessary in any jurisdiction to give the Trustee a first
perfected ownership interest in the Receivables shall have been made.

(xvii) One Original. There shall be only one original
executed copy of each Receivable.

(xviii) Additional Representations and Warranties of
Fleetwood Credit. (A) Each Receivable conveyed hereby shall have an
original maturity of not less than _____ months nor greater than 180
months; (B) each Receivable shall have an APR equal to or greater than
_____%, each Initial Receivable shall have an APR equal to or less
than _____%, each Subsequent Receivable shall have an APR equal to or
less than _____%, the weighted average APR of the Initial Receivables
as of the Cutoff Date shall not be less than _____% and the weighted
average APR of the Receivables (including the Subsequent Receivables)
as of each Subsequent Cutoff Date shall not be less than _____%; (C)
each Receivable shall have no payment that is more than 30 days past
due as of the Initial Cutoff Date or the related Subsequent Cutoff
Date, as the case may be; (D) each Receivable File shall be kept at
one of the locations listed in Schedule B to the Pooling and Servicing
Agreement; (E) based on the Principal Balances of the Receivables as
of the Initial Cutoff Date or the related Subsequent Cutoff Date, as
the case may be, at least _____% of the Receivables (including the
Subsequent Receivables) shall be secured by motor homes; (F) the
weighted average remaining term of the Receivables (including the
Subsequent Receivables) shall be less than or equal to _____ months;
and (G) in the case of any Obligor in the military service (including
an Obligor who is a member of the National Guard or is in the
reserves) whose Receivable is subject to either Relief

8
<PAGE> 12
Act, no such Obligor has made a claim to Fleetwood Credit that (1) the
amount of interest on the related Receivable should be limited to 6%
during the period of such Obligor's active duty status pursuant to the
Soldiers' and Sailors' Relief Act or (2) payments on such Receivable
should be delayed pursuant to the Military Reservist Relief Act, in
either case unless a court has ruled otherwise upon application of
Fleetwood Credit.

(b) Notice of Breach. The representations and warranties set
forth in this Section shall speak as of the execution and delivery of this
Agreement and each Transfer Agreement, but shall survive the sale, transfer and
assignment of the Receivables to the Purchaser and any subsequent assignment or
transfer pursuant to Article Two of the Pooling and Servicing Agreement. The
Purchaser, Fleetwood Credit or the Trustee, as the case may be, shall inform
the other parties promptly, in writing, upon discovery of any breach of
Fleetwood Credit's representations and warranties pursuant to this Section
which materially and adversely affects any Receivable.

(c) Repurchase of Receivables. In the event of a breach of (i)
any representation and warranty set forth in Section 2.03(a) or (ii) any
representation and warranty set forth in a Transfer Agreement, and in either
case unless the breach shall have been cured by the second Record Date
following the discovery (or, at Fleetwood Credit's option, the first Record
Date following the discovery), Fleetwood Credit shall repurchase any Receivable
materially and adversely affected by the breach, as of such Record Date. In
consideration of the repurchase of any such Receivable, Fleetwood Credit shall
remit the Repurchase Amount of such Receivable (less the amount of any
Liquidation Proceeds with respect to such Receivable deposited, or to be
deposited, by Fleetwood Credit, as Servicer, in the Certificate Account
pursuant to Section 13.03 of the Pooling and Servicing Agreement) to the
Purchaser. In the event that, as of the date of execution and delivery of this
Agreement or any Transfer Agreement, as the case may be, any Liens shall have
been filed, including Liens for work, labor or materials relating to a Financed
Vehicle, that shall be prior to, or equal or coordinate with, the lien granted
by the related Receivable (whether or not Fleetwood Credit has knowledge
thereof), and such breach materially and adversely affects the interests of the
Receivable, Fleetwood Credit shall repurchase such Receivable on the terms and
in the manner specified above. Upon such repurchase, the Purchaser shall,
without further action, be deemed to transfer, assign, set-over and otherwise
convey to Fleetwood Credit, without recourse, representation or warranty, all
the right, title and interest of the Purchaser in, to and under such
Repurchased Receivable, all monies due or to become due with respect thereto
and all proceeds thereof. The Purchaser or the Trustee, as applicable, shall
execute such documents and instruments of transfer or assignment and take such
other actions as shall reasonably be requested by Fleetwood Credit to effect
the conveyance of such Receivable pursuant to this Section. The sole remedy of
the Purchaser with respect to a breach of Fleetwood Credit's representations
and warranties pursuant to Section 2.03(a) or with respect to the existence of
any such Liens shall be to require Fleetwood Credit to repurchase the related
Receivables pursuant to this Section.

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<PAGE> 13
Section 2.04. Covenants of Fleetwood Credit. Fleetwood Credit hereby
covenants that:

(a) Security Interests. Except for the conveyances
hereunder or under any Transfer Agreement, Fleetwood Credit will not
sell, pledge, assign or transfer to any other Person, or grant,
create, incur, assume or suffer to exist any Lien on any Receivable,
whether now existing or hereafter created, or any interest therein;
Fleetwood Credit will immediately notify the Purchaser of the
existence of any Lien on any Receivable and such Receivable shall be
repurchased from the Purchaser by Fleetwood Credit in the manner and
with the effect specified in Section 2.03(c), and Fleetwood Credit
shall defend the right, title and interest of the Purchaser in, to and
under the Receivables, whether now existing or hereafter created,
against all claims of third parties claiming through or under
Fleetwood Credit; provided, however, that nothing in this subsection
shall prevent or be deemed to prohibit Fleetwood Credit from suffering
to exist upon any of the Receivables, Liens for municipal or other
local taxes if such taxes shall not at the time be due and payable or
if Fleetwood Credit shall currently be contesting the validity of such
taxes in good faith by appropriate proceedings and shall have set
aside on its books adequate reserves with respect thereto.

(b) Delivery of Payments. From and after the appointment
of a Successor Servicer pursuant to Section 19.02 of the Standard
Terms and Conditions, Fleetwood Credit agrees to deliver in kind upon
receipt to such Successor Servicer all payments received by Fleetwood
Credit in respect of the Receivables as soon as practicable after
receipt thereof by Fleetwood Credit.

(c) Conveyance of Receivables. Fleetwood Credit
covenants and agrees that it will not convey, assign, exchange or
otherwise transfer the Receivables to any Person prior to the
termination of this Agreement pursuant to Article Four hereof.

(d) No Impairment. Fleetwood Credit shall take no
action, nor omit to take any action, which would impair the rights of
the Purchaser in any Receivable, nor shall it, except as otherwise
provided in this Agreement or the Pooling and Servicing Agreement,
reschedule, revise or defer payments due on any Receivable.

ARTICLE THREE

PAYMENT OF PURCHASE PRICE

Section 3.01. Payment of Purchase Price. In consideration of the
sale by Fleetwood Credit to the Purchaser as provided in Section 2.01 of (i)
the Initial Receivables, on the Closing Date the Purchaser agrees to pay
Fleetwood Credit $____________, and (b) the Subsequent Receivables, on the
related Subsequent Transfer Date the Purchaser agrees to pay Fleetwood Credit
an amount equal to the aggregate Principal Balance of such Subsequent
Receivables as of the related Subsequent Cutoff Date.

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<PAGE> 14
ARTICLE FOUR

TERMINATION

Section 4.01. Termination. The respective obligations and
responsibilities of Fleetwood Credit and the Purchaser created hereby shall
terminate, except for Fleetwood Credit's indemnity obligations as provided
herein, upon the termination of the Trust as provided in Article Twenty One of
the Standard Terms and Conditions.

ARTICLE FIVE

MISCELLANEOUS PROVISIONS

Section 5.01. Amendment.

(a) This Agreement may be amended from time to time by the
Purchaser and Fleetwood Credit to cure any ambiguity, to correct or supplement
any provision herein which may be inconsistent with any other provision herein
or to add any other provision with respect to matters or questions arising
under this Agreement which shall not be inconsistent with the provisions of
this Agreement or the Pooling and Servicing Agreement; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel of the Purchaser
delivered to the Trustee, adversely affect in any material respect the
interests of the Trust.

(b) This Agreement may also be amended from time to time by the
Purchaser and Fleetwood Credit with the consent of the Trustee for the purpose
of adding any provisions to or changing in any manner or eliminating any of the
provisions of this Agreement.

Section 5.02. Protection of Right, Title and Interest to Receivables.

(a) Fleetwood Credit at its expense shall cause this Agreement,
all amendments hereto and/or all financing statements and continuation
statements and any other necessary documents covering the Purchaser's right,
title and interest in and to the Receivables and other property conveyed by
Fleetwood Credit to the Purchaser hereunder to be promptly recorded, registered
and 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 in and to all
of the Receivables and such other property. Fleetwood Credit 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 recording, registration or filing. The Purchaser and the Trustee shall
cooperate fully with Fleetwood Credit in connection with the obligations set
forth above and will execute any and all documents reasonably required to
fulfill the intent of this subsection.

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(b) Within 30 days after Fleetwood Credit makes any change in its
name, identity or corporate structure which would make any financing statement
or continuation statement filed in accordance with Section 5.02(a) seriously
misleading within the meaning of Section 9402(7) of the UCC as in effect in the
applicable state, Fleetwood Credit shall give the Purchaser notice of any such
change and shall execute and 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 proceeds thereof.

(c) Fleetwood Credit will give the Purchaser prompt written notice
of any relocation of any office from which Fleetwood Credit keeps records
concerning the Receivables or of its principal executive office and whether, 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 or continuation statement and shall execute
and file such financing or continuation statements or amendments as may be
necessary to continue the perfection of the interest of the Purchaser in the
Receivables and the proceeds thereof.

Section 5.03. Governing Law. This Agreement shall be construed in
accordance with the laws of the State of California and the obligations, rights
and remedies of the parties hereunder shall be determined in accordance with
such laws.

Section 5.04. Notices. All demands, notices and communications
hereunder shall be in writing and shall be deemed to have been duly given if
personally delivered at or mailed by registered mail, return receipt requested,
to in the case of (a) the Purchaser, to Fleetwood Credit Receivables Corp.,
22840 Savi Ranch Parkway, P.O. Box 87024, Yorba Linda, California 92686-7024,
Attention: Treasurer; (b) Fleetwood Credit Corp., 22840 Savi Ranch Parkway,
P.O. Box 87024, Yorba Linda, California 92686-7024, Attention: Vice
President-Treasurer; and (c) the Trustee, to its Corporate Trust Office; or, as
to any of such Persons, at such other address as shall be designated by such
Person in a written notice to the other Persons.

Section 5.05. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall for any
reason whatsoever be held invalid or unenforceable, then such covenants,
agreements, provisions or terms shall be deemed severable from the remaining
covenants, agreements, provisions and terms of this Agreement and shall in no
way affect the validity or enforceability of the other covenants, agreements,
provisions and terms of this Agreement.

Section 5.06. Assignment. This Agreement may not be assigned by the
Purchaser or Fleetwood Credit except as contemplated by this Section and the
Pooling and Servicing Agreement; provided, however, that simultaneously with
the execution and delivery of this Agreement, the Purchaser shall assign all of
its right, title and interest herein to the Trustee for the benefit of the
Certificateholders as provided in Section 2.01 of the Pooling and Servicing
Agreement, to which Fleetwood Credit hereby expressly consents. Fleetwood
Credit agrees to perform its obligations hereunder for the benefit of the Trust
and that the Trustee may enforce the provisions of this Agreement, exercise the
rights of the Purchaser

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and enforce the obligations of Fleetwood Credit hereunder without the consent
of the Purchaser.

Section 5.07. Further Assurances. Fleetwood Credit and the Purchaser
agree to do and perform, from time to time, any and all acts and to execute any
and all further instruments required or reasonably requested by the other party
hereto or by the Trustee more fully to effect the purposes of this Agreement,
including, without limitation, the execution of any financing statements,
amendments, continuation statements or releases relating to the Receivables for
filing under the provisions of the UCC or other law of any applicable
jurisdiction.

Section 5.08. No Waiver; Cumulative Remedies. No failure to exercise
and no delay in exercising, on the part of the Purchaser, the Trustee or
Fleetwood Credit, any right, remedy, power or privilege hereunder shall operate
as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The
rights, remedies, powers and privileges herein provided are cumulative and not
exhaustive of any rights, remedies, powers and privileges provided by law.

Section 5.09. Counterparts. This 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 5.10. Third-Party Beneficiaries. This Agreement will inure
to the benefit of and be binding upon the parties hereto, and the Trustee for
the benefit of the Certificateholders, which shall be considered to be a
third-party beneficiary hereof. Except as otherwise provided in this
Agreement, no other Person will have any right or obligation hereunder.

Section 5.11. Merger and Integration. Except as specifically stated
otherwise herein, this Agreement sets forth the entire understanding of the
parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement. This Agreement may not be
modified, amended, waived or supplemented except as provided herein.

Section 5.12. Headings. The headings herein are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

Section 5.13. Seller Indemnification. Fleetwood Credit shall
indemnify and hold harmless the Purchaser, the Trust and the Trustee from and
against any loss, liability, expense, damage or injury suffered or sustained by
reason of any acts, omissions or alleged acts or omissions arising out of
activities of Fleetwood Credit pursuant to this Agreement or as a result of the
transactions contemplated hereby, including, but not limited to, any judgment,
award, settlement, reasonable attorneys' fees and other costs or expenses
incurred in connection with the defense of any actual or threatened action,
proceeding or claim; provided, however, that Fleetwood Credit shall not
indemnify the Purchaser, the Trust and

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the Trustee if such acts, omissions or alleged acts or omissions constitute
negligence or willful misconduct by the Purchaser or the Trustee.

Section 5.14. Merger or Consolidation of, or Assumption of the
Obligations of, Fleetwood Credit.

(a) Fleetwood Credit shall not consolidate with or merge into any
other corporation or convey or transfer its properties and assets substantially
as an entirety to any Person, unless:

(i) the corporation formed by such consolidation or into
which Fleetwood Credit is merged or the Person which acquires by
conveyance or transfer the properties and assets of Fleetwood Credit
substantially as an entirety shall be organized and existing under the
laws of the United States or any State, and, if Fleetwood Credit is
not the surviving entity, shall expressly assume, by an agreement
supplemental hereto, executed and delivered to the Purchaser and the
Trustee, in form satisfactory to the Purchaser and the Trustee, the
performance of every covenant and obligation of Fleetwood Credit
hereunder and shall benefit from all the rights granted to Fleetwood
Credit hereunder; and

(ii) Fleetwood Credit shall have delivered to the
Purchaser and the Trustee an Officer's Certificate of Fleetwood Credit
and an Opinion of Counsel each stating that such consolidation,
merger, conveyance or transfer and such supplemental agreement comply
with this Section and that all conditions precedent herein provided
for relating to such transaction have been complied with.

(b) The obligations of Fleetwood Credit hereunder shall not be
assignable nor shall any Person succeed to the obligations of Fleetwood Credit
hereunder except in each case in accordance with the provisions of Section 5.06
and this Section.

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

FLEETWOOD CREDIT CORP.,
as Seller

By:
-------------------------------
Marvin T. Runyon, III
Senior Vice President

FLEETWOOD CREDIT RECEIVABLES CORP.,
as Purchaser

By:
-------------------------------
Marvin T. Runyon, III
Senior Vice President

ACCEPTED:

THE CHASE MANHATTAN BANK,
as Trustee

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