EXHIBIT 4.1

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FLEETWOOD CREDIT RECEIVABLES CORP.,
as Seller

FLEETWOOD CREDIT CORP.,
as Servicer

and

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee
on behalf of the Certificateholders

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POOLING AND SERVICING AGREEMENT

Dated as of March 1, 1997

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

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TABLE OF CONTENTS

Page
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ARTICLE ONE

CREATION OF TRUST

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

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

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

ARTICLE THREE

THE SERVICER LETTER OF CREDIT

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

ARTICLE FOUR

ACCEPTANCE BY TRUSTEE

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

ARTICLE FIVE

INCORPORATION OF STANDARD
TERMS AND CONDITIONS OF AGREEMENT

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

ARTICLE SIX

SPECIAL DEFINITIONS AND TERMS

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

(i)
3

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ARTICLE SEVEN

ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER

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

ARTICLE EIGHT

FLEETWOOD CREDIT NOT TO RESIGN AS SERVICER

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

ARTICLE NINE

AGENT FOR SERVICE

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

ARTICLE TEN

[Reserved]

SCHEDULES

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

EXHIBITS

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

(ii)
4
This Pooling and Servicing Agreement, dated as of March 1, 1997, is made
with respect to the formation of the Fleetwood Credit 1997-A Grantor Trust,
among Fleetwood Credit Receivables Corp., a California corporation (the
"Seller"), Fleetwood Credit Corp., a California corporation (the "Servicer"),
and The First National Bank of Chicago, as trustee (the "Trustee").

W I T N E S S E T H:

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

ARTICLE ONE

CREATION OF TRUST

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

ARTICLE TWO

CONVEYANCE OF RECEIVABLES

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

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

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

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

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

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

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

(vii) all proceeds of the foregoing.

ARTICLE THREE

THE SERVICER LETTER OF CREDIT

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

ARTICLE FOUR

ACCEPTANCE BY TRUSTEE

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

ARTICLE FIVE

INCORPORATION OF STANDARD
TERMS AND CONDITIONS OF AGREEMENT

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

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ARTICLE SIX

SPECIAL DEFINITIONS AND TERMS

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

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

"Certificate Registrar" means the Trustee unless a successor Certificate
Registrar is appointed pursuant to Section 16.03 of the Standard Terms and
Conditions. The Certificate Registrar initially designates its offices at 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 March __, 1997.

"Corporate Trust Office" means, as of the date hereof, the office of the
Trustee located at One First National Plaza, Suite 0126, Chicago, Illinois
60670, Attention: Corporate Trust.

"Cutoff Date" means March 1, 1997.

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

The "Final Scheduled Distribution Date" is ________________, the
Distribution Date that is six months after the month in which the Receivable
with the latest maturity is scheduled to mature.

"Fleetwood Credit" means Fleetwood Credit Corp.

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

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"Original Class A Certificate Balance" means $__________.

"Original Class B Certificate Balance" means $__________.

"Original Pool Balance" means $__________.

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

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

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

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

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

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

"Reserve Fund Initial Deposit" means $__________.

"Servicing Fee Rate" means 1.00% per annum.

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

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

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

ARTICLE SEVEN

ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER

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

(i) Maturity of Receivables. Each Receivable conveyed
hereby shall have an original maturity of not less than 24 months nor
greater than 180 months and as of the Cutoff Date, a scheduled remaining
term of not less than 19 months nor greater than 180 months and the
weighted average remaining term of the Receivables shall be 157.14
months.

(ii) APR. Each Receivable shall have an APR equal to or
greater than 7.25% and the weighted average APR of the Receivables shall
be 14.75%.

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

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

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

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

ARTICLE EIGHT

FLEETWOOD CREDIT NOT TO RESIGN AS SERVICER

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

ARTICLE NINE

AGENT FOR SERVICE

Section 9.01. Agent for Service. The agent for service for (i) the
Seller shall be its Senior Vice President, 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.

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ARTICLE TEN

[Reserved]

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

FLEETWOOD CREDIT RECEIVABLES
CORP., as Seller

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

FLEETWOOD CREDIT CORP.,
as Servicer

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

THE FIRST NATIONAL BANK OF CHICAGO,
as Trustee

By:
-------------------------------------
Name:
Title:
12
SCHEDULE A

SCHEDULE OF RECEIVABLES

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

SA-1
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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
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EXHIBIT A

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

FLEETWOOD CREDIT 1997-A GRANTOR TRUST

_____% ASSET BACKED CERTIFICATE, CLASS A

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

(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-A 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 March 1, 1997 (the "Agreement") among the Seller, Fleetwood Credit
Corp., as Servicer, and The First National Bank of Chicago, 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-A 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-A Grantor Trust
_____% Asset Backed Certificates, Class B" (the "Class B Certificates"). The
Class B Certificates are subordinated to the Class A Certificates to the

A-1
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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 "Receivables") for new and used recreational vehicles, certain
payments due under the Receivables on and after March 1, 1997 (exclusive of
Accrued Interest as of the opening of business on such date), security
interests in the related Financed Vehicles, certain bank accounts and the
proceeds thereof, a Servicer Letter of Credit, if any, property (including the
right to receive certain Liquidation Proceeds) securing the Receivables and
held by the Trustee, proceeds from claims on physical damage, credit life and
disability insurance policies covering the Financed Vehicles, the Receivables
or the related Obligors, an assignment of the Seller's rights under the
Receivables Purchase Agreement and the right of the Seller to receive the
proceeds of Dealer repurchase obligations relating to the Receivables.

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

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

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

A-2
16
The Agreement permits, with certain exceptions therein provided, the
amendment thereof and the modification of the rights and obligations of the
parties thereto and the rights of the Certificateholders under the Agreement at
any time by the Seller, the Servicer and the Trustee with the consent of the
Holders of Certificates evidencing not less than 51% of the Voting Interests of
all Certificates, voting together as a single class. Any such consent by the
Holder of this Class A Certificate shall be conclusive and binding on such
Holder and on all future Holders of this Class A Certificate and of any Class A
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Class A
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

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

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

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

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

A-3
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termination right within 90 days after it first becomes eligible to do so, 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.

A-4
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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: March __, 1997 FLEETWOOD CREDIT 1997-A GRANTOR TRUST

The First National Bank of Chicago, as
Trustee

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

[SEAL]

ATTEST:

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

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

The First National Bank of Chicago, as Trustee

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

A-5
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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
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EXHIBIT B

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

FLEETWOOD CREDIT 1997-A GRANTOR TRUST

_____% ASSET BACKED CERTIFICATE, CLASS B

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

NUMBER RB-1 CUSIP__________
$__________

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

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

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

B-2
22
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 B Certificate shall be conclusive and binding on such
Holder and on all future Holders of this Class B Certificate and of any Class B
Certificate issued upon the transfer hereof or in exchange herefor or in lieu
hereof whether or not notation of such consent is made upon this Class B
Certificate. The Agreement also permits the amendment thereof, in certain
limited circumstances, without the consent of the Holders of any of the
Certificates.

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

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

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

B-3
23
any successor to the Servicer, may, at its option, purchase the corpus of the
Trust at a price specified in the Agreement, and such purchase of the
Receivables and other property of the Trust will effect early retirement of the
Certificates; however, such right of purchase is exercisable only as of a
Record Date as of which the Pool Balance is 10% or less of the Original Pool
Balance. If neither the Seller nor the Servicer exercises its optional
termination right within 90 days after it first becomes eligible to do so, 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
24
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: March __, 1997 FLEETWOOD CREDIT 1997-A GRANTOR TRUST

The First National Bank of Chicago, as Trustee

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

[SEAL]

ATTEST:

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

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

The First National Bank of Chicago, as Trustee

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

B-5
25
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
26
EXHIBIT C

FLEETWOOD CREDIT 1997-A GRANTOR TRUST

Servicer's Certificate
For the Month of __________, ____

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

Beginning Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1)$_______

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

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

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

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

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

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

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

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

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

Additional Deposits

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

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

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

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

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

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

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

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

Class Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____% _____%

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

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

____ Beginning Pool Balance (1) . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______

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

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

C-1
27
Class A Class B

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Total Payments to Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______

Total Payments to Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______

Reserve Fund:

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

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

Gross Payment to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
=======

C-2
28

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

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
Expense

Total (A)$_______

Less: Liquidation Proceeds (B)$_______

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

Cumulative Losses (Including Expenses) (D)$_______

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

C-3
29

Reconciliation of Reserve Fund
------------------------------

Beginning Reserve Fund Balance (57)$_______

Plus: Excess Amounts from Seller
Plus: Investment Earnings
Plus: Reserve Fund Payments

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

Specified 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_ (64)$_______
from ____________________

________

C-4
30

Delinquent Accounts
-------------------

Period of Delinquency Units Amount Percent of Pool
----- ------ ---------------

30 - 59 days $ ERR
------ -------- -----
60 - 89 days %
------ --------
90 days or more ERR
------ -------- -----
Total $ % (A)
====== ========
ERR
---------
%
ERR
=========
%

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

Delinquency Percentage
----------------------
Quarter
___ ___ ___ Total (Avg)
--------- ----------- ------------ ---------------
90 days or more (000) $ $ $ $
--------- ----------- ------------ ---------------
Repossession Inventory (000) $ $ $ $
--------- ----------- ------------ ---------------
Total $ $ $ $ (A)
========= =========== ============ ===============
Ending Pool Balance (mils) $ $ $ $ (B)
--------- ----------- ------------ ---------------
Delinquency Percentage (A)/(B) ERR
---------------
Realized Loss Analysis
----------------------
Quarter
___ ___ ___ Total
--------- ----------- ------------ ---------------
Realized Losses/(Recoveries) (X)
[(A1)+(A2)-(B)] (000) $ $ $ (Sum)

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

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

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

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

C-5
31
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 March 1, 1997
(the "Agreement"), among Fleetwood Credit Receivables Corp., as Seller,
Fleetwood Credit Corp., as Servicer, and The First National Bank of Chicago, 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 March __, 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

D-1
32
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 required to satisfy all relevant questions at least
five Business Days prior to the Auction Date and distribute
the questions and answers to all bidders.

II. Auction Process

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

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

(c) On the Auction Date, all bids will be due by facsimile to the
offices of the Trustee by _____ p.m., New York City time, with
the winning bidder to be notified by _____ 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.

D-2
33
(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-3