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EXHIBIT 4.3
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FLEETWOOD CREDIT RECEIVABLES CORP.,
as Seller
FLEETWOOD CREDIT CORP.,
as Servicer
and
______________________,
as Trustee
on behalf of the Certificateholders
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POOLING AND SERVICING AGREEMENT
Dated as of _________ 1, 199__
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$____________
Fleetwood Credit RV Receivables 199__-__ Grantor Trust
Asset Backed Certificates
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TABLE OF CONTENTS
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ARTICLE ONE
CREATION OF TRUST
Section 1.01. Creation of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ARTICLE TWO
CONVEYANCE OF RECEIVABLES
Section 2.01. Conveyance of Initial Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Section 2.02. Conveyance of Subsequent Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
ARTICLE THREE
THE SERVICER LETTER OF CREDIT
Section 3.01. Servicer Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE FOUR
ACCEPTANCE BY TRUSTEE; NO ACTION EXCEPT UNDER
SPECIFIED DOCUMENTS
Section 4.01. Acceptance by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Section 4.02. No Action Except under Specified Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
ARTICLE FIVE
INCORPORATION OF STANDARD
TERMS AND CONDITIONS OF AGREEMENT
Section 5.01. Incorporation of Standard Terms and Conditions of Agreement . . . . . . . . . . . . . . . . . . . . . 5
(i)
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ARTICLE SIX
SPECIAL DEFINITIONS AND TERMS
Section 6.01. Special Definitions and Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
ARTICLE SEVEN
ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER
Section 7.01. Additional Representations and Warranties of Seller . . . . . . . . . . . . . . . . . . . . . . . . . 10
ARTICLE EIGHT
FLEETWOOD CREDIT NOT TO RESIGN AS SERVICER
Section 8.01. Fleetwood Credit Not to Resign as Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE NINE
AGENT FOR SERVICE
Section 9.01. Agent for Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
ARTICLE TEN
[Reserved]
SCHEDULES
Schedule A - Schedule of Initial Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . SA-1
Schedule B - Locations of Receivable Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SB-1
(ii)
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Page
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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
Exhibit E - Form of Addition Notice . . . . . . . . . . . . . . . . E-1
(iii)
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This Pooling and Servicing Agreement, dated as of _________ 1, 199__,
is made with respect to the formation of the Fleetwood Credit RV Receivables
199__-__ Grantor Trust, among Fleetwood Credit Receivables Corp., a California
corporation (the "Seller"), Fleetwood Credit Corp., a California corporation
(the "Servicer"), and __________, as trustee (the "Trustee").
W I T N E S S E T H:
In consideration of the premises and of the mutual agreements herein
contained, the parties hereto agree as follows:
ARTICLE ONE
CREATION OF TRUST
Section 1.01. Creation of Trust. Upon the execution of this
Agreement by the parties hereto, there is hereby created the Fleetwood Credit
RV Receivables 199__-__ 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 and 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;
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(iii) the interest of the Seller in any Liquidation
Proceeds, in any proceeds of any physical damage insurance policies
covering the Financed Vehicles and in any proceeds of any credit life
or credit disability insurance policies relating to the Initial
Receivables or the related Obligors;
(iv) the interest of the Seller in any proceeds from
Dealer repurchase obligations relating to the Initial Receivables;
(v) the interest of the Seller under the Receivables
Purchase Agreement;
(vi) all other assets comprising the estate of the Trust;
and
(vii) all proceeds of the foregoing.
Section 2.02. Conveyance of Subsequent Receivables.
(a) Subject to the conditions set forth in Section 2.02(b), in
consideration of the Trustee's delivery on behalf of the Trust, 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
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(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 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 E 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 B to
the Standard Terms and Conditions, 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;
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(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 actions required to
maintain the first perfected ownership interest of the Trust in the
assets of the Trust (including the Subsequent Receivables);
(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 in
writing 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.
The Trustee shall not be required to investigate or otherwise verify
compliance with the conditions specified above (except in respect of its own
receipt of documents specified above) and shall be entitled to rely upon the
Officer's Certificates and Opinions of Counsel to be delivered pursuant to
paragraphs (vii) and (viii) above for such purposes.
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.
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ARTICLE FOUR
ACCEPTANCE BY TRUSTEE; NO ACTION EXCEPT UNDER
SPECIFIED DOCUMENTS
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.
Section 4.02. No Action Except under Specified Documents. The
Trustee shall not manage, control, use, sell, dispose of or otherwise deal with
any part of the Trust except in accordance with the powers granted to, and the
authority conferred upon, the Trustee pursuant to this Agreement and the
actions of the Trustee contemplated by the Receivables Purchase 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 RV Receivables Grantor Trusts
Effective ___________ 1, 199__ (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.
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"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 _________, 199__.
"Corporate Trust Office" means, as of the date hereof, the office of
the Trustee located at __________________.
The first "Distribution Date" shall be __________, 199__.
"Final Funding Period Distribution Date" means the Distribution Date
on which the Certificates are to be 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 "Final Scheduled Distribution Date" is the ______ Distribution
Date.
"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 $_________, (ii) the date on which an Event of Default occurs or
(iii) the close of business on _________, 199__.
"Initial Cutoff Date" means ___________, 199__.
"Military Reservist Relief Act" means The Military Reservist Relief
Act of 1991.
"Negative Carry Amount Deposit" means an amount equal to (i) two
month's interest on the Pre-Funded Amount on deposit in the Pre-Funding Account
as of the Closing Date at a rate equal to the weighted average of the Class A
Pass-Through Rate and the Class B Pass-Through Rate (weighted by Original Class
Certificate Balance) less (ii) ____% of the Pre-Funded Amount on deposit in the
Pre-Funding Account as of the Closing Date.
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"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.
"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 $___________ (i.e., $_________
plus the Negative Carry Amount Deposit).
"Servicing Fee Rate" means _____% per annum.
"Soldier's and Sailor's Relief Act" means the Soldiers' and Sailors'
Civil Relief Act of 1940, as amended.
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"Specified Reserve Fund Balance" means, with respect to the first
Distribution Date, an amount equal to $___________ (i.e., $__________ plus an
amount equal to the Negative Carry Amount Deposit). On each Distribution Date
thereafter, the Specified Reserve Fund Balance will equal _____% of the sum of
the Class A Certificate Balance and the Class B Certificate Balance (after
giving effect to distributions of principal to be made on such Distribution
Date); provided, however, that so long as the foregoing sum of the Class A
Certificate Balance and the Class B Certificate Balance exceeds $_________, the
Specified Reserve Fund Balance will not be less than $_________. From and
after the Distribution Date as of which the foregoing sum of the Class A
Certificate Balance and the Class B Certificate Balance is less than
$___________, the Specified Reserve Fund Balance will equal such sum.
Notwithstanding the foregoing, on each Distribution Date following any Fiscal
Quarter in which the Realized Loss Percentage or the Delinquency Percentage
exceeds ____%, the Specified Reserve Fund Balance will 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 the sum of the
Pool Balance and 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, 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 two
sentences of this definition. If on any Distribution Date cumulative losses in
respect of the Receivables exceed ____% of the sum of the Original Pool Balance
plus an amount equal to the aggregate principal balance of all Subsequent
Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates,
the Specified Reserve Fund Balance shall remain at the level in effect as of
such date and shall not be reduced further in accordance with the first two
sentences of this definition.
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ARTICLE SEVEN
ADDITIONAL REPRESENTATIONS AND WARRANTIES
OF SELLER
Section 7.01. Additional Representations and Warranties of Seller.
The Seller does hereby make the following representations and warranties on
which the Trustee shall rely in accepting the Receivables in trust and
authenticating the Certificates. Such representations and warranties shall
speak as of the execution and delivery of this Agreement in the case of the
Initial Receivables, and as of the related Subsequent Transfer Date in the case
of the Subsequent Receivables, and in each case shall survive the sale,
transfer and assignment of the related Receivables to the Trustee:
(i) Maturity of Receivables. Each Receivable conveyed
hereby shall have an original maturity of not less than ___ months nor
greater than ____ 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 ____
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 ___% during the period of such Obligor's active duty status
pursuant to the Soldiers' and Sailors' Relief Act or (B) payments on
such Receivable should be delayed pursuant to the Military Reservist
Relief Act, in either case unless a court has ruled otherwise upon
application of the Seller or the Servicer.
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(vi) Motor Home Financed Vehicles. Based on the Principal
Balances of the Initial Receivables as of the Initial Cutoff Date,
____% of the Initial 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]
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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:
-------------------------------------
Name:
Title:
FLEETWOOD CREDIT CORP.,
as Servicer
By:
-------------------------------------
Name:
Title:
,
------------------------------
as Trustee
By:
-------------------------------------
Name:
Title:
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SCHEDULE A
SCHEDULE OF RECEIVABLES
Omitted - Originals on file at the offices of the Seller, the Servicer and the
Trustee.
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
SB-1
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Fleetwood Credit Corp.
10895 Lowell Street
Suite 280
Overland Park, Kansas 66225
SB-2
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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 RV RECEIVABLES 199__-__ 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
________, ____.
(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.)
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 RV Receivables 199__-__ 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, 199__ (the "Agreement") among the
Seller, Fleetwood Credit Corp., as Servicer, and ____________, as trustee (the
"Trustee"), a summary of certain of the pertinent provisions of which is set
forth below. To the extent not otherwise defined herein, the capitalized terms
used herein have the meanings assigned to them in the Agreement. This
Certificate is one of the duly authorized certificates designated as "Fleetwood
Credit RV Receivables 199__-__ Grantor Trust _____% Asset Backed Certificates,
A-1
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Class A" (the "Class A Certificates") issued under the Agreement. Also issued
under the Agreement are certificates designated as "Fleetwood Credit RV
Receivables 199__-__ Grantor Trust _____% Asset Backed Certificates, Class B"
(the "Class B Certificates"). The Class B Certificates are subordinated to the
Class A Certificates to the extent described in the Agreement. The Class A
Certificates 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") secured by the new and
used recreational vehicles financed thereby (the "Initial Financed Vehicles"),
certain payments due under the Initial Receivables on and after _________,
199__ (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 __________, 199__, to the
Person in whose name this Class A Certificate is registered at the close of
business on the day immediately
A-2
21
preceding such Distribution Date or, if Definitive Certificates are issued, at
the close of business on the last day of the immediately preceding calendar
month (each, a "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.
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
A-3
22
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 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.
A-4
23
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: __________, 199__ FLEETWOOD CREDIT RV RECEIVABLES
199__-__ GRANTOR TRUST
, as Trustee
--------------
By:
-------------------------------------
Authorized Officer
[SEAL]
ATTEST:
- ----------------------------------
This is one of the Class A Certificates referred to in the within-mentioned
Agreement.
, as Trustee
----------------
By:
-------------------------------------
Authorized Officer
A-5
24
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
25
EXHIBIT B
THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
CERTIFICATES AS DESCRIBED IN THE AGREEMENT REFERRED TO HEREIN.
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 RV RECEIVABLES 199__-__ GRANTOR TRUST
_____% ASSET BACKED CERTIFICATE, CLASS B
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
_________, ____.
(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 ___________
$___________
THIS CERTIFIES THAT CEDE & CO. is the registered owner of a
______________ DOLLAR ($___________) nonassessable, fully-paid, fractional
undivided interest in the Fleetwood Credit RV Receivables 199__-__ 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, 199__ (the "Agreement") among the
Seller, Fleetwood Credit Corp., as Servicer, and ______________, as trustee
(the "Trustee"),
B-1
26
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 RV
Receivables 199__-__ 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 RV Receivables
199__-__ 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") secured by the new and used recreational vehicles financed
thereby (the "Initial Financed Vehicles"), certain payments due under the
Initial Receivables on and after _________, 199__ (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
27
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 _________, 199__, to the
Person in whose name this Class A Certificate is registered at the close of
business on the day immediately preceding such Distribution Date or, if
Definitive Certificates are issued, at the close of business on the last day of
the immediately preceding calendar month (each, a "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.
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 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
B-3
28
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.
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 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 B Certificate shall not entitle the Holder hereof to any benefit under
the Agreement or be valid for any purpose.
B-4
29
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: __________, 199__ FLEETWOOD CREDIT RV RECEIVABLES
199__-__ GRANTOR TRUST
, as Trustee
----------------
By:
-------------------------------------
Authorized Officer
[SEAL]
ATTEST:
- ----------------------------------
This is one of the Class B Certificates referred to in the within-mentioned
Agreement.
, as Trustee
-----------------
By:
-------------------------------------
Authorized Officer
B-5
30
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.
B-6
31
EXHIBIT C
FLEETWOOD CREDIT RV RECEIVABLES 199__-__ GRANTOR TRUST
Servicer's Certificate
For the Month of __________, ____
Principal and Interest Collections
----------------------------------
Beginning Pool Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1)$_______
Beginning Pool Factor [(1)/$__________] . . . . . . . . . . . . . . . . . . . . . . . . (2) _______
Principal Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (3)$_______
Interest Collected . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4)$_______
Less: Accrued Interest Prior to Cutoff Date . . . . . . . . . . . . . . . . . . (5)$_______
Less: Additional Purchased Accrued Interest . . . . . . . . . . . . . . . . . . (5a)$_______
Plus: Purchased Accrued Interest - End of Collection Period . . . . . . . . . . (6)$_______
Net decrease/(increase) in Purchased Accrued Interest [(5)+(5a)-(6)] . . . . . . . . . (7)$_______
Plus: "Non-Reimbursable Interest Payment" . . . . . . . . . . . . . . . . . . . (8)$_______
Total Interest Received [(4)-(5)+(5a)+(6)+(8)] . . . . . . . . . . . . . . . . . . . . (9)$_______
Additional Deposits
(i) Repurchase Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (10)$_______
(ii) Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11)$_______
Total Additional Deposits [(10)+(11)] . . . . . . . . . . . . . . . . . . . . . . . . . . . (12)$_______
Total Available Funds [(3)+(9)+(12)] . . . . . . . . . . . . . . . . . . . . . . . . . . . (13)$_______
Defaulted Receivable Principal Balance [(A1)] . . . . . . . . . . . . . . . . . . . . . . . (14)$_______
Ending Pool Balance [(1)-(3)-(14)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . (15)$_______
Ending Pool Factor [(15)/$___(16)_______] . . . . . . . . . . . . . . . . . . . . . . . . . (16)$_______
Class A Class B
------- -------
Distribution:
------------
Class Percentage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . _____% _____%
Pool Factor (Ending Pool Balance) . . . . . . . . . . . . . . . . . . . . . .
Class Pass-Through Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . _____% _____%
____ Beginning Pool Balance (1) . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
C-1
32
Class A Class B
------- -------
____ Ending Pool Balance (15) . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Collected Principal (3) . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Collected Interest (9) . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Other Collected Interest . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Additional Deposits (12) . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Servicing Fee [(___%/12)x(1)] . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Total Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Payment to Certificateholders
-----------------------------
Principal Distributable Amount [(1)-(15)] . . . . . . . . . . . . . . . . . $_______ $_______
Interest Distributable Amount [(1)x(pass-through rate/12)] . . . . . . . . . $_______ $_______
Subtotal . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Payments from Reserve Fund . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Total Payments to Certificateholders . . . . . . . . . . . . . . . . . $_______ $_______
Reserve Fund payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Amount due Class B but paid to Class A (subordination) . . . . . . . . . . . $_______ $_______
Class A Interest Carryover Shortfall . . . . . . . . . . . . . . . . . . . . $_______
Class A Principal Carryover Shortfall . . . . . . . . . . . . . . . . . . . . $_______
Class B Interest Carryover Shortfall . . . . . . . . . . . . . . . . . . . . $_______
Class B Principal Carryover Shortfall . . . . . . . . . . . . . . . . . . . . $_______
Amounts Remaining in the Certificate Account to be paid to the Seller . . . . $_______ $_______
Memo:
Principal Difference . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Interest Difference . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______ $_______
Reconciliation of Net Payment to the Trustee
--------------------------------------------
Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Servicing Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Total Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Total payments to Class A . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Total payments to Class B . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
C-2
33
Reconciliation of Net Payment to the Trustee
--------------------------------------------
Reserve Fund:
Excess from Seller [(57a)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Reserve Fund Payments [(58)] . . . . . . . . . . . . . . . . . . . . . . . . . . . . $_______
Gross payment to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $
=======
Less: Amount released from Reserve Fund in excess of $_________ [(61)] . . . . . . . $_______
Reconciliation of Net Payment to the Trustee
--------------------------------------------
Net payment to the Trustee (Equals Gross payment for first 90 days) . . . . . . . . . . . . $
=======
Account Activity
----------------
Number of Accounts - Beginning of Month . . . . . . . . . . . . . . . . . . . . . . . _______
Less: Account Paid Off / Repurchased . . . . . . . . . . . . . . . . . . . . . _______
Plus: Accounts in Collateral Addition . . . . . . . . . . . . . . . . . . . . _______
Number of Accounts - End of Month . . . . . . . . . . . . . . . . . . . . . . . . . . _______
Non-Accrual Accounts - End of Month
-----------------------------------
Number of Non-Accrual Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . _______
Aggregate Principal Balance Outstanding . . . . . . . . . . . . . . . . . . . . . . . $_______
Determination of the Servicer Letter of Credit Amount (if applicable)
---------------------------------------------------------------------
Number of Contracts - End of Month (45)
Original number of Contracts (46) _____
Percent of Original Contracts remaining (47) %
[((45)/(46))x100]
Original Servicer Letter of Credit Amount (48) $ ___________
Revised Servicer Letter of Credit Amount (49) $
[Lesser 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) $
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Defaulted Receivables
---------------------
Amount of principal and accrued interest due from
Obligors on Defaulted Receivables
Principal (A1) $
Interest (A2)
Expense (A3)
Total (A) $
Less: Liquidation Proceeds (B) $
Realized Loss [(A1)+(A2)-(B)] (C) $
Cumulative Losses (Including Expenses) (D) $
Cumulative Loss Percentage [(D)/$___________] %
(Less than ___%)
Reconciliation of Reserve Fund
------------------------------
Beginning Reserve Fund Balance (57) $ ___________
Plus: Excess Amounts from Seller (57a)
Plus: Investment Earnings
Plus: Reserve Fund Payments (57b)
(58)
Plus: Beginning Negative Carry Balance (58a)
Plus: Negative Carry Investment Earnings (58b)
Less: Release from Negative Carry (58c)
Ending Negative Carry Balance (58d)
Reserve Fund prior to payments to Seller (59) $ ___________
Required Reserve Fund Balance:
($__________ (i.e., $_________ plus an amount equal to the Negative
----
Carry Amount Deposit) for the first Distribution Date; thereafter,
the lesser of 1 or 2)
(1) _____% of the sum 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 (including
Negative Carry Balance) (62) $ ___________
Reserve Fund Balance as a Percent
of the Ending Pool Balance (63)
Interest Income on Reserve Fund for ____, 199_
from ______________ (64) $
Interest Income on Negative Carry Balance for ____, 199_
from ________________ (65) $
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Delinquent Accounts
-------------------
Period of Delinquency Units Amount Percent of Pool
----- ------ ---------------
30-59 days $
60-89 days
90 days or more
------ ---- ---
Total $ (A)
====== ==== ===
Repossession Inventory $ (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) $
---------------
---------------
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]
---------------
Realized Losses since inception (less than $_________ ) $
---------------
Change in Realized Losses from the preceding Distribution
Date $
---------------
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
(9__-__)
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EXHIBIT D
AUCTION PROCEDURES
The following sets forth the auction procedures (the "Auction
Procedures") to be followed in connection with a sale effected pursuant to
Section 21.03 of the Pooling and Servicing Agreement, dated as of ___________
1, 199__ (the "Agreement"), among Fleetwood Credit Receivables Corp., as
Seller, Fleetwood Credit Corp., as Servicer, and _____________, as Trustee.
Capitalized terms used herein that are not otherwise defined shall have the
meanings described thereto in the Agreement.
I. Pre-Auction Process
(a) Upon receiving notice of the Auction Date, the Advisor will
initiate its general Auction procedures consisting of the following:
(i) with the assistance of the Servicer, prepare a general
solicitation package along with a confidentiality agreement; (ii)
derive a list of qualified bidders, in a commercially reasonable
manner; (iii) initiate contact with all qualified bidders; (iv) send a
confidentiality agreement to all qualified bidders; (v) upon receipt
of a signed confidentiality agreement, send solicitation packages to
all interested bidders on behalf of the Trustee; and (vi) notify the
Servicer of all potential bidders and anticipated timetable.
(b) The general solicitation package will include: (i) the
prospectus from the public offering of the Certificates; (ii) a copy
of all monthly servicing reports or a copy of all annual servicing
reports and the prior year's monthly servicing reports; (iii) a form
of a Purchase and Sale Agreement and Servicing Agreement; (iv) a
description of the minimum purchase price required to cause the
Trustee to sell the Auction Property as set forth in Section 21.03 of
the Agreement; (v) a formal bidsheet; (vi) a detailed timetable; and
(vii) a preliminary data tape of the Pool Balance as of the related
Distribution Date reflecting the same data attributes used to create
the Initial Cutoff Date tables for the prospectus dated _________,
199__ 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
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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 1:00 p.m., New York City time, with the
winning bidder to be notified by 2:00 p.m., New York City time. All
acceptable bids (as described in Section 21.03 of the Agreement) will
be due on a conforming basis on the bid sheet contained in the
solicitation package.
(d) If the Trustee receives fewer than two market value bids from
participants in the market for motor vehicle retail installment sale
contracts willing and able to purchase the Auction Property, the
Trustee shall decline to consummate the sale.
(e) Upon notification to the winning bidder, a good faith deposit
equal to 1% of the Pool Balance will be required to be wired to the
Trustee upon acceptance of the bid. This deposit, along with any
interest income attributable to it, will be credited to the purchase
price but will not be refundable. The Trustee will establish a
separate account for the acceptance of the good faith deposit, until
such time as the account is fully funded and all monies are
transferred into the Certificate Account, such time not to exceed one
Business Day before the related Distribution Date (as described
above).
(f) The winning bidder will receive on the Auction Date a copy of
the draft Purchase and Sale Agreement, Servicing Agreement and
Servicer's Representations and Warranties (which shall be
substantially identical to the representations and warranties set
forth in Section 18.01 of the Agreement).
(g) Either Underwriter, in its capacity as Advisor to the Trustee,
will provide to the Trustee a letter concluding whether or not the
winning bid is a fair market value bid. Such Underwriter will also
provide this letter if it is the winning bidder. In the case where
such Underwriter or the Servicer is the winning bidder it will in its
letter provide for market comparables and valuations.
(h) The Auction will stipulate that the Servicer be retained to
service the Receivables sold pursuant to the terms of the Purchase and
Sale Agreement and Servicing Agreement.
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EXHIBIT E
[FCRC LETTERHEAD]
________, 199__
Moody's Investors Service, Inc.
99 Church Street
New York, New York 10017
Standard & Poor's,
a division of The McGraw-Hill Companies, Inc.
25 Broadway
New York, New York 10017
_____________________
_____________________
_____________________
Re: Fleetwood Credit RV Receivables 199__-__ Grantor Trust
Asset-Backed Certificates
Dear Sirs:
Reference is made to that certain Pooling and Servicing Agreement,
dated as of _________ 1, 199__ (the "Pooling and Servicing Agreement"), among
Fleetwood Credit Corp., as Servicer, Fleetwood Credit Receivables Corp., as
Seller (the "Seller"), and ____________, as Trustee. Capitalized terms used
herein that are not otherwise defined shall have the meanings ascribed thereto
in the Pooling and Servicing Agreement.
Pursuant to Section 2.02(b)(i) of the Pooling and Servicing Agreement,
you are hereby notified that the Seller intends to sell to the Trust on
__________, 199__ (the "Subsequent Transfer Date") the Subsequent Receivables
described in Exhibit A attached hereto. In this regard, please be advised of
the following:
(i) The Subsequent Cutoff Date with respect to each
Subsequent Receivable originated prior to __________, 199__ is
__________, 199__;
(ii) The Subsequent Cutoff Date with respect to each
Subsequent Receivable originated on or after __________, 199__ is its
date of origination;
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(iii) The aggregate Principal Balance of Subsequent
Receivables, as of the related Subsequent Cutoff Dates, to be sold to
the Trust on the Subsequent Transfer Date specified above is
$___________; and
(iv) The aggregate Principal Balance of Subsequent
Receivables sold to the Trust as of the related Subsequent Cutoff
Dates, after giving effect to the transaction contemplated herein,
equals $__________ [Note: must be less than or equal to $_________,
after giving effect to all transfers of Subsequent Receivables].
Very truly yours,
FLEETWOOD CREDIT RECEIVABLES CORP.
By:
-------------------------------------
Name:
Title:
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