-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VhpX+mcFcNAbey9rgEB1AXvnIdVgUa0eEVDRcEk5JtZG0BI2H4vayD7RqGoHBETs cAyuUUpCzA34y12dy2dmuA== 0000950134-98-002865.txt : 19980402 0000950134-98-002865.hdr.sgml : 19980402 ACCESSION NUMBER: 0000950134-98-002865 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 14 FILED AS OF DATE: 19980401 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: FLEETWOOD CREDIT RECEIVABLES CORP CENTRAL INDEX KEY: 0000871663 STANDARD INDUSTRIAL CLASSIFICATION: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 330444724 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3/A SEC ACT: SEC FILE NUMBER: 033-91848 FILM NUMBER: 98585725 BUSINESS ADDRESS: STREET 1: 22840 SAVI RANCH PKWY STREET 2: PO BOX 87024 CITY: YORBA LINDA STATE: CA ZIP: 92613 BUSINESS PHONE: 7149213403 MAIL ADDRESS: STREET 1: C/O THE ASSOCIATES STREET 2: 250 E. CARPENTER FREEWAY - 3DAOW CITY: IRVING STATE: TX ZIP: 75062 S-3/A 1 AMENDMENT NO.1 TO FORM S-3 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 1, 1998 REGISTRATION NO. 33-91848 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- FLEETWOOD CREDIT RV RECEIVABLES TRUSTS (Issuer with respect to the Securities) FLEETWOOD CREDIT RECEIVABLES CORP. (Originator of the Trusts described herein) (Exact name of Registrant as specified in charter) CALIFORNIA 33-0444724 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
--------------------- 22840 SAVI RANCH PARKWAY YORBA LINDA, CALIFORNIA 92687 (714) 921-3400 (Address and telephone number of Originator's principal executive offices) --------------------- LAWRENCE F. PITTROFF DIRECTOR AND SENIOR VICE PRESIDENT FLEETWOOD CREDIT RECEIVABLES CORP. 22840 SAVI RANCH PARKWAY YORBA LINDA, CALIFORNIA 92687 (714) 921-3400 (Name, address and telephone number of agent for service with respect to the Registrant) --------------------- Copies to: JOSEPH V. GATTI, ESQ. DALE W. LUM, ESQ. ARTER & HADDEN LLP BROWN & WOOD LLP 1801 K STREET NW 555 CALIFORNIA STREET WASHINGTON, D.C. 20006 SAN FRANCISCO, CA 94104
--------------------- Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement as determined by market conditions. If the only securities being registered on this form are being offered pursuant to dividend or reinvestment plans, please check the following box. [ ] If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] - ------------------ If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] - ------------------ If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM TITLE OF SECURITIES TO AMOUNT TO BE AGGREGATE PRICE AGGREGATE OFFERING AMOUNT OF BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE - ------------------------------------------------------------------------------------------------------------------ Asset Backed Securities......... $2,000,000,000 100% $2,000,000,000 $590,008.03(2) ==================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee on the basis of the proposed maximum offering price per unit. (2) Of this amount, $303.03 has been previously paid. --------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. ================================================================================ 2 INTRODUCTORY NOTE This Registration Statement contains (i) a form of Prospectus relating to the offering of series of Asset Backed Notes and/or Asset Backed Certificates by various Fleetwood Credit RV Receivables Trusts created from time to time by Fleetwood Credit Receivables Corp. and (ii) two forms of Prospectus Supplement relating to the offering by Fleetwood Credit RV Receivables 199 - Trusts of the particular series of Asset Backed Certificates or of Asset Backed Notes and Asset Backed Certificates described therein. Each form of Prospectus Supplement relates only to the securities described therein and is a form which may be used, among others, by Fleetwood Credit Receivables Corp. to offer Asset Backed Notes and/or Asset Backed Certificates under this Registration Statement. 3 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION, DATED APRIL 1, 1998 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED , 1998) $ FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST $ % ASSET BACKED NOTES, CLASS A-1 $ FLOATING RATE ASSET BACKED NOTES, CLASS A-2 $ % ASSET BACKED NOTES, CLASS A-3 $ % ASSET BACKED CERTIFICATES FLEETWOOD CREDIT RECEIVABLES CORP. SELLER FLEETWOOD CREDIT CORP. SERVICER AND A WHOLLY OWNED SUBSIDIARY OF ASSOCIATES FIRST CAPITAL CORPORATION --------------------- The Fleetwood Credit RV Receivables 199 - Owner Trust Asset Backed Securities will consist of three classes of notes (respectively, the "Class A-1 Notes", "Class A-2 Notes" and "Class A-3 Notes", collectively, the "Notes") and one class of certificates (the "Certificates" and, together with the Notes, the "Securities"). Principal, in the amounts set forth herein, and interest at the Interest Rates and Pass-Through Rate specified herein for each class of Notes and the Certificates, respectively, will be distributed to the related Securityholders on the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), beginning , 199 . Distributions on the Certificates will be subordinated to payments due on the Notes to the extent described herein. Each class of Notes and the Certificates will be payable in full on the Final Scheduled Distribution Date specified herein for such Securities. The Fleetwood Credit RV Receivables 199 - Owner Trust (the "Trust") will be formed pursuant to a Trust Agreement to be entered into between Fleetwood Credit Receivables Corp. (the "Seller") and , as Owner Trustee. The Certificates will be issued pursuant to the Trust Agreement and will represent fractional undivided interests in the Trust. The Notes will be issued and secured pursuant to an Indenture to be entered into between the Trust and , as Indenture Trustee, and will represent obligations of the Trust. The property of the Trust will primarily include a pool of simple interest retail installment sale contracts (the "Initial Receivables") secured by new and used recreational vehicles (the "Initial Financed Vehicles"), certain monies due under the Initial Receivables on and after 1, 199 , security interests in the Initial Financed Vehicles, monies on deposit in a Pre-Funding Account to be established with the Indenture Trustee and certain other property, as more fully described herein. From time to time on or before , 199 , additional simple interest retail installment sale contracts (the "Subsequent Receivables" and, together with the Initial Receivables, the "Receivables") secured by new and used recreational vehicles (the "Subsequent Financed Vehicles" and, together with the Initial Financed Vehicles, the "Financed Vehicles"), will be purchased by the Trust from the Seller from monies on deposit in the Pre-Funding Account. In each case, the Receivables, including the security interests in the related Financed Vehicles, will be purchased by the Seller from Fleetwood Credit concurrently with their conveyance to the Trust. See "Property of the Trust" herein. The Notes will be secured by the assets of the Trust pursuant to the Indenture. There currently is no secondary market for the Notes or the Certificates and there is no assurance that one will develop. The Underwriters expect, but will not be obligated, to make a market in each class of Notes and the Certificates. There is no assurance that any such market will develop, or if one does develop, that it will continue or provide sufficient liquidity. --------------------- THE NOTES WILL REPRESENT OBLIGATIONS OF, AND THE CERTIFICATES WILL REPRESENT BENEFICIAL INTERESTS IN, THE TRUST AND WILL NOT REPRESENT OBLIGATIONS OF OR INTERESTS IN FLEETWOOD CREDIT RECEIVABLES CORP., FLEETWOOD CREDIT CORP., ASSOCIATES FIRST CAPITAL CORPORATION, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
=========================================================================================================================== UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO PUBLIC(1) COMMISSIONS THE SELLER(1)(2) - --------------------------------------------------------------------------------------------------------------------------- Per Class A-1 Note.............................. % % % - --------------------------------------------------------------------------------------------------------------------------- Per Class A-2 Note.............................. % % % - --------------------------------------------------------------------------------------------------------------------------- Per Class A-3 Note.............................. % % % - --------------------------------------------------------------------------------------------------------------------------- Per Certificate................................. % % % - --------------------------------------------------------------------------------------------------------------------------- Total.................................. $ $ $ ===========================================================================================================================
(1) Plus accrued interest, if any, from , 199 . (2) Before deduction of expenses payable by the Seller estimated at $ . --------------------- The Securities are offered by the several Underwriters when, as and if issued and accepted by them, and subject to reject orders in whole or in part. It is expected that the delivery of Securities, in book-entry form, will be made through the facilities of The Depository Trust Company on or about , 199 , against payment in immediately available funds. --------------------- [UNDERWRITERS] --------------------- The date of this Prospectus Supplement is , 199 . 4 THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT THE OFFERING OF THE NOTES AND THE CERTIFICATES. ADDITIONAL INFORMATION IS CONTAINED IN THE ACCOMPANYING PROSPECTUS (THE "PROSPECTUS"), AND PROSPECTIVE INVESTORS ARE URGED TO READ BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN FULL. SALES OF THE NOTES OR THE CERTIFICATES MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. TO THE EXTENT ANY STATEMENTS IN THIS PROSPECTUS SUPPLEMENT CONFLICT WITH STATEMENTS IN THE PROSPECTUS, THE STATEMENTS IN THIS PROSPECTUS SUPPLEMENT SHALL CONTROL. Certain persons participating in this offering may engage in transactions that stabilize, maintain or otherwise affect the price of any Class of Notes or the Certificates. Such transactions may including stabilizing. For a description of these activities, see "Underwriting." UNTIL , 199 , ALL DEALERS EFFECTING TRANSACTIONS IN THE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. UPON RECEIPT OF A REQUEST BY AN INVESTOR, OR SUCH INVESTOR'S REPRESENTATIVE, WITHIN THE PERIOD DURING WHICH THERE IS A PROSPECTUS DELIVERY OBLIGATION, THE SELLER OR THE UNDERWRITERS WILL PROMPTLY DELIVER, OR CAUSE TO BE DELIVERED, WITHOUT CHARGE AND IN ADDITION TO SUCH DELIVERY REQUIREMENTS, A PAPER COPY OF THE PROSPECTUS OR A PROSPECTUS ENCODED IN AN ELECTRONIC FORMAT. --------------------- REPORTS TO SECURITYHOLDERS The Indenture Trustee and the Trustee will provide to the related Securityholders of record (which shall be Cede & Co., as the nominee of The Depository Trust Company, unless and until Definitive Securities are issued under the limited circumstances described in the Prospectus) unaudited monthly and annual reports concerning the Receivables. See "Certain Information Regarding the Securities -- Statements to Securityholders" and "-- Evidence as to Compliance" in the Prospectus. Such reports will not constitute financial statements prepared in accordance with generally accepted accounting principles. The Seller, as originator of the Trust, will file with the Securities and Exchange Commission (the "Commission") such periodic reports as are required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. S-2 5 SUMMARY This Summary is qualified in its entirety by reference to the detailed information appearing elsewhere herein and in the accompanying Prospectus. Certain capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto elsewhere in this Prospectus Supplement, or to the extent not defined herein, shall have the meanings ascribed thereto in the Prospectus. See the Index of Terms for the location herein of certain capitalized terms. Trust...................... Fleetwood Credit RV Receivables 199 - Owner Trust (the "Trust"). The Trust will be an "Owner Trust" for purposes of the Prospectus. Seller..................... Fleetwood Credit Receivables Corp. (the "Seller"), a wholly owned, limited purpose subsidiary of Fleetwood Credit Corp. See "The Seller" in the Prospectus. Servicer................... Fleetwood Credit Corp. (the "Servicer" or "Fleetwood Credit"), a wholly owned subsidiary of Associates First Capital Corporation. See "The Servicer" in the Prospectus. Securities Offered A. General................. The Fleetwood Credit RV Receivables 199 - Owner Trust Asset Backed Notes (the "Notes") will represent obligations of the Trust secured by the assets of the Trust (other than the Certificate Distribution Account). The Fleetwood Credit RV Receivables 199 - Owner Trust Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities") will represent fractional undivided interests in the Trust. The Certificates will be "Owner Certificates" for purposes of the Prospectus. The Trust will issue three classes of Notes pursuant to an indenture to be dated as of 1, 199 (the "Indenture"), between the Trust and , as trustee (the "Indenture Trustee"), as follows: (i) $ aggregate principal amount of % Asset Backed Notes, Class A-1 (the "Class A-1 Notes"); (ii) $ aggregate principal amount of Floating Rate Asset Backed Notes, Class A-2 (the "Class A-2 Notes") and (iii) $ aggregate principal amount of % Asset Backed Notes, Class A-3 (the "Class A-3 Notes"). The Trust will issue the Certificates pursuant to a trust agreement to be dated as of 1, 199 (the "Trust Agreement"), between the Seller and , as trustee (the "Owner Trustee" and, together with the Indenture Trustee, the "Trustees"). Payments in respect of the Certificates will be subordinated to payments on the Notes to the extent described herein. Each class of Notes and the Certificates will be issued in minimum denominations of $1,000 and $20,000, respectively, and integral multiples of $1,000 in excess thereof. Definitive Securities will be issued only under the limited circumstances described in the Prospectus. See "Certain Information Regarding the Securities -- Book-Entry Registration" and "-- Definitive Securities" in the Prospectus. B. Property of the Trust... The property of the Trust will primarily include a pool of simple interest retail installment sale contracts (the "Initial Receivables") secured by the new and used recreational vehicles financed thereby (the "Initial Financed Vehicles"), certain monies due under the Initial Receivables S-3 6 on and after 1, 199 (the "Initial Cutoff Date"), security interests in the Initial Financed Vehicles, the Collection Account, the Note Distribution Account, the Certificate Distribution Account, the Yield Supplement Account, the Pre-Funding Account and the Reserve Fund, in each case together with the proceeds thereof, proceeds from claims under certain insurance policies in respect of individual Initial Financed Vehicles or the related Obligors and certain rights under the sale and servicing agreement to be dated as of 1, 199 (the "Sale and Servicing Agreement"), among the Seller, the Servicer and the Indenture Trustee. From time to time on or before , 199 , additional simple interest retail installment sale contracts (the "Subsequent Receivables" and, together with the Initial Receivables, the "Receivables") secured by the new and used recreational vehicles financed thereby (the "Subsequent Financed Vehicles" and, together with the Initial Financed Vehicles, the "Financed Vehicles"), certain monies due under the Subsequent Receivables on and after the related Subsequent Cutoff Dates, security interests in the Subsequent Financed Vehicles and proceeds from claims under certain insurance policies in respect of individual Subsequent Financed Vehicles or the related Obligors will be purchased by the Trust from the Seller from monies on deposit in the Pre-Funding Account. See "Property of the Trust" herein. C. Distribution Dates...... Payments of interest and principal on the Securities will be made on the fifteenth day of each month or, if such day is not a Business Day, on the next succeeding Business Day (each, a "Distribution Date"), commencing , 199 . With respect to the Notes, each Distribution Date will be a "Payment Date" for purposes of the Prospectus. Payments on the Securities on each Distribution Date will be paid to the holders of record of the related Securities on the day immediately preceding such Distribution Date or, if Definitive Securities are issued, the last day of the immediately preceding calendar month (each such date, a "Record Date"). To the extent not previously paid in full prior to such time, the outstanding principal amount of (i) the Class A-1 Notes will be payable on , 199 (the "Class A-1 Final Scheduled Distribution Date"), (ii) the Class A-2 Notes will be payable on , (the "Class A-2 Final Scheduled Distribution Date"), (iii) the Class A-3 Notes will be payable on , (the "Class A-3 Final Scheduled Distribution Date") and (iv) the Certificates will be payable on , (the "Certificate Final Scheduled Distribution Date" and, together with the Class A-1 Final Scheduled Distribution Date, the Class A-2 Final Scheduled Distribution Date and the Class A-3 Final Scheduled Distribution Date, the "Final Scheduled Distribution Dates"). The Receivables............ The Receivables arise from simple interest retail installment sale contracts originated by dealers in new and used recreational vehicles (the "Dealers") which are purchased by Fleetwood Credit. All of the Receivables will be selected from the contracts owned by Fleetwood Credit based upon the criteria described in the Prospectus under "The Receivables" and "Certain Information Regarding the Securities -- Sale and Assignment of the Receivables". S-4 7 On or before the date of initial issuance of the Securities (the "Closing Date"), Fleetwood Credit will sell the Initial Receivables to the Seller pursuant to a receivables purchase agreement to be dated as of 1, 199 (the "Receivables Purchase Agreement") between the Seller and Fleetwood Credit. The Seller will, in turn, sell the Initial Receivables to the Trust pursuant to the Sale and Servicing Agreement. As of the Initial Cutoff Date, the Initial Receivables had an aggregate principal balance of $ , a weighted average annual percentage rate (the "APR") of %, a weighted average original maturity of months and a weighted average remaining maturity of months. From time to time during the Funding Period, pursuant to the Receivables Purchase Agreement, Fleetwood Credit will be obligated to sell, and the Seller will be obligated to purchase, Subsequent Receivables at a purchase price equal to the aggregate principal amount thereof as of a date in the related month of transfer designated by Fleetwood Credit and the Seller (each, a "Subsequent Cutoff Date"). Pursuant to the Sale and Servicing Agreement and one or more transfer agreements (each, a "Transfer Agreement") among the Seller, the Servicer and the Owner Trustee, and subject to the satisfaction of certain conditions described herein, the Seller will in turn sell the Subsequent Receivables to the Trust at a purchase price equal to the amount paid by the Seller to Fleetwood Credit for such Subsequent Receivables, which purchase price shall be paid from monies on deposit in the Pre-Funding Account. The aggregate principal balance of the Subsequent Receivables to be conveyed to the Trust during the Funding Period will not exceed $ (i.e., % of the sum of the Original Pool Balance and the Pre-Funded Amount). Subsequent Receivables will be transferred from Fleetwood Credit to the Seller and from the Seller to the Trust on the Business Day specified by Fleetwood Credit and the Seller during the month in which the related Subsequent Cutoff Date occurs (each, a "Subsequent Transfer Date"). The Pre-Funding Account.... The Pre-Funding Account will be established by Fleetwood Credit, maintained as a trust account with the Indenture Trustee and will be designed solely to hold funds to be applied during the Funding Period to pay to the Seller the purchase price for Subsequent Receivables. Monies on deposit in the Pre-Funding Account will not be available to cover losses on or in respect of the Receivables. The Pre-Funding Account will be created with an initial deposit by the Seller of $ (the "Pre-Funded Amount"). The "Funding Period" will be the period from the Closing Date until the earliest to occur of (i) the date on which the remaining Pre-Funded Amount is less than $100,000, (ii) the date on which an Event of Default or Servicer Default occurs or (iii) the close of business on the , 199 Distribution Date. During the Funding Period, on one or more Subsequent Transfer Dates, the Indenture Trustee will use the Pre-Funded Amount to purchase Subsequent Receivables from the Seller. The Seller expects that the Pre-Funded Amount will be reduced to less than $100,000 by the , 199 Distribution Date, although no assurances can be given in this regard. In the event that any portion of the Pre-Funded Amount remains on deposit in the Pre-Funding Account at the end of the Funding Period, the Notes will be subject to a mandatory redemption S-5 8 in part, and the Certificates may be subject to a mandatory prepayment in part, in each case as described herein under "The Notes -- Mandatory Redemption", "The Certificates -- Mandatory Prepayment" and "Certain Information Regarding the Securities -- The Pre-Funding Account; Mandatory Redemption and Prepayment of the Securities". The Yield Supplement Account; The Yield Supplement Agreement..... Fleetwood Credit will establish a yield supplement account with the Indenture Trustee for the benefit of the Securityholders (the "Yield Supplement Account"). The Yield Supplement Account is designed solely to hold funds to be applied to provide payments to the Securityholders in respect of Receivables the APR of which is less than the sum of (i) the weighted average of the Interest Rates and the Pass-Through Rate and (ii) the Servicing Fee Rate (the "Required Rate"). The Yield Supplement Account will be created with an initial deposit (the "Yield Supplement Account Initial Deposit") in an amount (which amount may be discounted at a rate to be specified in the Sale and Servicing Agreement) equal to the aggregate amount by which (i) interest on the Principal Balance of each Initial Receivable for the period commencing on the Initial Cutoff Date and ending with the scheduled maturity of each such Receivable (assuming that payments on such Receivables are made as scheduled and no prepayments are made) at a rate equal to the Required Rate, exceeds (ii) interest on such Principal Balance at the APR of such Receivable (the "Yield Supplement Amount" and, with respect to the Initial Receivables, the "Maximum Initial Yield Supplement Amount"). Fleetwood Credit, the Seller and the Indenture Trustee will enter into a yield supplement agreement to be dated as of 1, 199 (the "Yield Supplement Agreement") pursuant to which on each Subsequent Transfer Date Fleetwood Credit will deposit an amount (which amount may be discounted at a rate to be specified in the Sale and Servicing Agreement), if any, into the Yield Supplement Account (the "Additional Yield Supplement Amount") equal to the aggregate Yield Supplement Amounts in respect of the related Subsequent Receivables for the period commencing with the related Subsequent Cutoff Date and ending with the scheduled maturity of each related Subsequent Receivable, assuming that payments on such Receivables are made as scheduled and no prepayments are made. The aggregate Additional Yield Supplement Amounts in respect of the Subsequent Receivables is referred to herein as the "Maximum Subsequent Yield Supplement Amount" and, together with the Maximum Initial Yield Supplement Amount, the "Maximum Yield Supplement Amount". See "Certain Information Regarding the Securities -- The Yield Supplement Account; The Yield Supplement Agreement" herein. Terms of the Notes......... The principal terms of the Notes will be as described below: A. Interest Rates.......... The Class A-1 Notes will bear interest at the rate of % per annum (the "Class A-1 Rate") and the Class A-3 Notes will bear interest at the rate of % per annum (the "Class A-3 Rate"). The per annum rate of interest with respect to the Class A-2 Notes for each Interest Period (the "Class A-2 Rate" and, together with the Class A-1 Rate and the Class A-3 Rate, the "Interest Rates") will equal LIBOR for such S-6 9 Interest Period, determined as described herein under "The Notes -- Payments of Interest -- Calculation of LIBOR", plus %; provided that the Class A-2 Rate shall not exceed % per annum. B. Interest................ Interest on the outstanding principal amount of the Notes will accrue at the related Interest Rate from the Closing Date or from the most recent Distribution Date on which interest has been paid to but excluding the following Distribution Date (each, an "Interest Period"). Interest will be calculated on the (i) Class A-1 and Class A-3 Notes on the basis of a 360-day year consisting of twelve 30-day months and (ii) the Class A-2 Notes on the basis of the actual number of days in each Interest Period divided by 360. See "The Notes -- Payments of Interest". C. Principal............... Principal of the Notes will be payable on each Distribution Date in an aggregate amount equal to the Note Principal Distributable Amount, calculated as described herein under "Certain Information Regarding the Securities -- Distributions on the Securities", for the month immediately preceding the month in which such Distribution Date occurs (each, a "Collection Period") to the extent of the Available Amount remaining after the Servicer has been reimbursed for any outstanding Advances and has been paid the Servicing Fee (including any unpaid Servicing Fee with respect to one or more prior Collection Periods) (collectively, the "Servicer Payment") and following the payment of distributions of interest in respect of the Notes. In addition, on each Distribution Date until the Notes have been paid in full, all Excess Amounts will be paid to Noteholders as an additional payment of principal. See "The Notes -- Payments of Principal". On each Determination Date, the Indenture Trustee will determine the amount in the Collection Account and the Reserve Fund available for distribution on the related Distribution Date and shall allocate such amounts between the Notes and the Certificates as described herein under "The Notes -- Payments of Principal". Payments to Securityholders shall be made on each Distribution Date in accordance with such allocations. Except as otherwise described herein under "The Notes -- Mandatory Redemption," no principal payments will be made on (i) the Class A-2 Notes until the Class A-1 Notes have been paid in full and (ii) the Class A-3 Notes until the Class A-2 Notes have been paid in full. The unpaid principal amount of each class of Notes will be payable on the related Final Scheduled Distribution Date. See "The Notes -- Payments of Principal" herein. D. Redemption.............. The Notes will be subject to mandatory redemption in part in the event that any portion of the Pre-Funded Amount remains on deposit in the Pre-Funding Account at the end of the Funding Period. See "The Notes -- Mandatory Redemption" and "Certain Information Regarding the Securities -- The Pre-Funding Account; Mandatory Redemption and Prepayment of the Securities" herein. In the event of an Optional Purchase or Auction Sale, each class of Notes outstanding will be redeemed in whole, but not in part, at a redemption price equal to the unpaid principal amount of the related class of Notes plus accrued interest thereon at the related Interest Rate. See "Summary -- Optional Purchase", "-- Termination" and "The Notes -- Optional Redemption" herein. S-7 10 Terms of the Certificates............... The principal terms of the Certificates will be as described below: A. Interest................ On each Distribution Date, the Owner Trustee will distribute pro rata to Certificateholders of record as of the related Record Date interest in an amount equal to one-twelfth of the product of % per annum (the "Pass-Through Rate") and the Certificate Balance as of the first day of the immediately preceding Collection Period (after giving effect to distributions of principal or other reductions in the Certificate Balance to be made on the Distribution Date occurring in such immediately preceding Collection Period) or, in the case of the first Distribution Date, the Original Certificate Balance. Such distributions generally will be made to the extent of the Available Amount remaining following payment of the Servicer Payment and interest and principal in respect of the Notes. Interest on the Certificates will be calculated on the basis of a 360-day year consisting of twelve 30-day months. See "The Certificates -- Distributions of Interest" herein. B. Principal............... On each Distribution Date on or after the earlier to occur of (i) the Distribution Date on which the Class A-1 Notes have been paid in full or (ii) the 199 Distribution Date, principal of the Certificates will be payable in an amount generally equal to the Certificate Principal Distributable Amount for the related Collection Period, calculated as described herein under "Certain Information Regarding the Securities -- Distributions on the Securities". Such distributions generally will be made to the extent of the Available Amount remaining following payment of the Servicer Payment, interest and principal in respect of the Notes and interest in respect of the Certificates. The rights of Certificateholders to receive distributions of principal will be subordinated to the rights of Noteholders to receive distributions of interest and principal to the extent described herein. Notwithstanding the foregoing, following any qualification, reduction or withdrawal by either Rating Agency of its then-current rating of any class of Notes (each, a "Rating Event"), no distributions of principal on the Certificates will be made until all the Notes have been paid in full, unless such rating has been restored. Under certain circumstances after the Notes have been paid in full, amounts on deposit in the Reserve Fund will be applied to retire the Certificates. See "The Certificates -- Distributions of Principal" herein. C. Prepayment.............. The Certificates will be subject to mandatory prepayment in part in the event that more than $100,000 of the Pre-Funded Amount remains on deposit in the Pre-Funding Account at the end of the Funding Period. See "The Certificates -- Mandatory Prepayment" and "Certain Information Regarding the Securities -- The Pre-Funding Account; Mandatory Redemption and Prepayment of the Securities" herein. In the event of an Optional Purchase or Auction Sale, the Certificates will be prepaid in whole, but not in part, at a prepayment price equal to the Certificate Balance plus accrued interest thereon at the Pass-Through Rate. See "Summary -- Optional Purchase", "-- Termination" and "The Certificates -- Optional Prepayment" herein. Reserve Fund............... The Securityholders will be afforded certain limited protection, to the extent described herein, against losses in respect of the Receivables by S-8 11 the establishment of a segregated trust account held by the Indenture Trustee for the benefit of the Securityholders (the "Reserve Fund"). The Reserve Fund will be funded by the Seller on the Closing Date in an amount equal to $ plus an amount attributable to the maximum aggregate Negative Carry Amount. Thereafter, all Excess Amounts will be deposited from time to time in the Reserve Fund to the extent necessary to maintain the Reserve Fund at an amount to be specified in the Sale and Servicing Agreement (the "Specified Reserve Fund Balance"). "Excess Amounts" in respect of a Distribution Date will be all interest collections on or in respect of the Receivables during the related Collection Period on deposit in the Collection Account and the Distribution Accounts, after payment of the Servicer Payment and distributions of interest and principal in respect of the Securities on such Distribution Date. The Specified Reserve Fund Balance for the first Distribution Date will be $ , and on any Distribution Date thereafter will be calculated as described herein under "Certain Information Regarding the Securities -- The Reserve Fund". On each Distribution Date, funds will be withdrawn from the Reserve Fund to pay the Servicer Payment and to make required distributions on the Securities, in each case to the extent Available Funds are insufficient for such purposes. In addition, on each Distribution Date relating to the Funding Period, the Negative Carry Amount, if any, will be withdrawn from the Reserve Fund and deposited into the Collection Account. On each Distribution Date, after giving effect to all distributions made on such Distribution Date, any amounts in the Reserve Fund in excess of the Specified Reserve Fund Balance will be distributed to the Seller and upon such distribution, the Securityholders will have no further rights in, or claims to, such amounts. Notwithstanding the foregoing, during the Funding Period, all such Excess Amounts will be deposited into the Reserve Fund and will not be paid to the Seller until the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date). See "Certain Information Regarding the Securities -- Distributions" and "-- The Reserve Fund" herein. Advances; Non-Reimbursable Payments................. On the Business Day immediately preceding each Distribution Date, the Servicer will advance, in respect of each Receivable, an amount equal to all interest at the related APR which accrued in respect of such Receivable from the last day upon which a payment was made on such Receivable through the last day of the related Collection Period. The Servicer will be required to make an Advance only to the extent it determines, in its reasonable judgment, such Advance will be recoverable from future payments and collections on or in respect to the Receivables or otherwise. See "Summary -- Advances" and "Certain Information Regarding the Securities -- Certain Payments by the Servicer" in the Prospectus. Optional Purchase.......... The Seller, the Servicer or any successor to the Servicer, will each have the option to purchase from the Trust all Receivables then outstanding and all other property in the Trust on any Distribution Date following the S-9 12 last day of a Collection Period as of which the Pool Balance is less than 10% of the sum of the Pool Balance as of the Initial Cutoff Date (the "Original Pool Balance") and the aggregate principal balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates (an "Optional Purchase"), at a purchase price determined as described herein under "Certain Information Regarding the Securities -- Termination". Termination................ If none of the Seller, the Servicer or any successor to the Servicer exercises its optional termination right within 90 days after the last day of the Collection Period as of which such right can first be exercised, the Indenture Trustee shall solicit bids for the purchase of all Receivables remaining in the Trust. In the event that satisfactory bids are received (an "Auction Sale") as described herein under "Certain Information Regarding the Securities -- Termination", the sale proceeds will be distributed to Securityholders on the second Distribution Date succeeding the last day of such Collection Period. If satisfactory bids are not received, the Indenture Trustee shall decline to sell the Receivables and shall not be under any obligation to solicit any further bids or otherwise negotiate any further sale of the Receivables. See "Certain Information Regarding the Securities -- Termination" herein. Ratings.................... It is a condition to the issuance of (i) the Notes that they be rated Aaa by Moody's Investors Service, Inc. ("Moody's") and AAA by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's" and, together with Moody's, the "Rating Agencies") and (ii) the Certificates that they be rated at least A2 by Moody's and A by Standard & Poor's. The ratings of each class of Notes and the Certificates will be based primarily on the value of the Initial Receivables, the Pre-Funding Account, the terms of the Securities and the Reserve Fund. The foregoing ratings do not address the likelihood that the Securities will be retired following the sale of the Receivables by the Trustee as described above under "Termination". There is no assurance that any rating will not be lowered or withdrawn by the assigning Rating Agency if, in its judgment, circumstances so warrant. In the event that the rating initially assigned to any class of Notes or the Certificates is subsequently lowered or withdrawn for any reason, no person or entity will be obligated to provide any additional credit enhancement with respect to such Securities. There can be no assurance whether any other rating agency will rate any class of Notes or the Certificates, or if one does, what rating would be assigned by such other rating agency. A security rating is not a recommendation to buy, sell or hold securities. Tax Status................. In the opinion of special federal income tax Counsel to the Seller, the Notes will be characterized as debt, and the Trust will not be characterized as an association (or a publicly traded partnership) taxable as a corporation. In the opinion of state tax counsel to the Seller, the same characterizations will apply for California income and single business tax purposes. Each Noteholder, by the acceptance of a Note, will agree to treat the Notes as indebtedness, and each Certificateholder, by the acceptance of a Certificate, will agree to treat the Trust as a partnership in which the Certificateholders are partners for federal income tax S-10 13 purposes. See "Certain Federal Income Tax Consequences" herein and in the Prospectus and "Certain State Tax Consequences" herein. ERISA Considerations....... Subject to the considerations discussed under "ERISA Considerations" herein and in the Prospectus, the Notes will be eligible for purchase by employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). BECAUSE THE CERTIFICATES WILL BE SUBORDINATED TO THE NOTES, EMPLOYEE BENEFIT PLANS SUBJECT TO ERISA WILL NOT BE ELIGIBLE TO PURCHASE THE CERTIFICATES. Any benefit plan fiduciary considering purchase of the Securities should, among other things, consult with its counsel in determining whether all required conditions have been satisfied. See "ERISA Considerations" herein and in the Prospectus. Legal Investment........... The Class A-1 Notes will be eligible securities for purchase by money market funds under Rule 2a-7 under the Investment Company Act of 1940, as amended. S-11 14 FORMATION OF THE TRUST GENERAL The Trust will be a business trust formed under the laws of the State of Delaware pursuant to the Trust Agreement for the transactions described in this Prospectus Supplement. After its formation, the Trust will not engage in any activity other than (i) acquiring, holding and managing the Receivables and the other assets of the Trust and proceeds therefrom; (ii) issuing the Notes and the Certificates; (iii) making payments on the Notes and the Certificates; and (iv) engaging in other activities that are necessary, suitable or convenient to accomplish the foregoing purposes or are incidental thereto or connected therewith. The Trust will initially be capitalized with equity equal to the Original Certificate Balance, less amounts deposited in the Reserve Fund. The Seller will retain Certificates with an original principal balance of approximately 1% of the Original Certificate Balance and the remaining equity interest will be sold to third party investors that are expected to be unaffiliated with the Seller, the Servicer or the Trust. If the protection provided to the Securityholders by the Reserve Fund is insufficient, the Trust will look only to payments made by or on behalf of the Obligors on or in respect of the Receivables, the proceeds from the repossession and sale of Financial Vehicles securing Defaulted Receivables and the proceeds of Dealer repurchase obligations, if any, more fully described below under "Property of the Trust," to make distributions on the Securities. In such event, certain factors such as the failure of the Trust to possess first perfected security interests in the Financed Vehicles, may limit the ability of the Trust to realize on the collateral securing the Receivables or may limit the amount realized to less than the amount due by the related Obligors. Securityholders may thus be subject to delays in payment and may incur losses on their investment in the Securities as a result of defaults or delinquencies by Obligors and depreciation in the value of the related Financial Vehicles. See "Certain Legal Aspects of the Receivables" in the Prospectus. The Trust's principal offices will be in , , in care of , as Owner Trustee, at the address listed below under "The Owner Trustee". CAPITALIZATION The following table illustrates the capitalization of the Trust as of the Closing Date, as if the issuance and sale of the Securities had taken place on such date: Class A-1 Notes............................................. $ ------- Class A-2 Notes............................................. ------- Class A-3 Notes............................................. ------- Certificates................................................ ------- Total............................................. $ =======
THE OWNER TRUSTEE will be the Owner Trustee. is a and its Corporate Trust Office is located at , . The Owner Trustee will have the rights and duties set forth in the Prospectus under "Certain Information Regarding the Securities -- The Trustees" and "-- Duties of the Trustees". S-12 15 PROPERTY OF THE TRUST The property of the Trust will include a pool of simple interest retail installment sale contracts, originated on or before , 199 (in the case of the Initial Receivables) and on or before , 199 (in the case of the Subsequent Receivables), between Dealers and Obligors, certain monies due thereunder on and after the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be, and amounts on deposit in the Pre-Funding Account. On or before the Closing Date, Fleetwood Credit will sell the Initial Receivables to the Seller which will in turn sell them to the Trust. It is anticipated that Subsequent Receivables will be conveyed to the Trust on one or more Subsequent Transfer Dates during the Funding Period. Neither the Seller nor the Servicer may substitute any other retail installment sale contract for any Receivable sold to the Trust during the term of the Sale and Servicing Agreement. The assets of the Trust will also include: (i) such amounts as from time to time may be held in interest bearing trust accounts to be established and maintained by the Servicer with (a) the Indenture Trustee into which all payments made on or in respect of the Receivables will be deposited (the "Collection Account"), (b) the Indenture Trustee into which amounts payable to the Noteholders will be deposited and distributed (the "Note Distribution Account") and (c) the Owner Trustee into which amounts payable to the Certificateholders will be deposited and distributed (the "Certificate Distribution Account" and, together with the Note Distribution Account, the "Distribution Accounts"); (ii) security interests in the Financed Vehicles and any accessions thereto; (iii) the right to proceeds from physical damage, credit life and disability insurance policies, if any, covering individual Financed Vehicles or Obligors, as the case may be; (iv) the right to receive proceeds, if any, of Dealer repurchase obligations; (v) any Servicer Letter of Credit; (vi) the rights of the Seller under the Receivables Purchase Agreement and the Yield Supplement Agreement; (vii) the Reserve Fund and the Yield Supplement Account; and (viii) any and all proceeds of the foregoing. For purposes of the Prospectus, the Collection Account will be an "Owner Collection Account" and the Certificate Distribution Account will be an "Owner Certificate Distribution Account". The "Pool Balance" will be calculated as described in the Prospectus under "Property of the Trusts" and will increase during the Funding Period by the principal amount (not to exceed $ ) of Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates. Coincident with each such transfer of Subsequent Receivables, the Yield Supplement Agreement will require Fleetwood Credit to deposit into the Yield Supplement Account an amount equal to the Additional Yield Supplement Amount, if any, in respect of such Subsequent Receivables. Additions of Subsequent Receivables will be conditioned on the compliance with the procedures described in the Receivables Purchase Agreement and the Sale and Servicing Agreement. Each conveyance of Subsequent Receivables also will be subject to the conditions described under "Certain Information Regarding the Securities -- Sale and Assignment of Receivables -- The Subsequent Receivables" in the Prospectus, and to the following additional conditions, among others: (i) the weighted average APR of the Receivables (including the Subsequent Receivables) is not less than % and (ii) the weighted average remaining term of the Receivables (including the Subsequent Receivables) as of the related Subsequent Transfer Date is not greater than months. Because the Subsequent Receivables will be originated after the Initial Receivables, following their conveyance to the Trust, the characteristics of the Receivables, including the Subsequent Receivables, may vary from those of the Initial Receivables. The Seller expects that the principal balances of the Subsequent Receivables to be added to the Trust will require application of the entire Pre-Funded Amount by , 199 ; however, there can be no assurance that a sufficient amount of Subsequent Receivables will be available for such purpose. S-13 16 THE RECEIVABLES The Receivables will have been purchased by Fleetwood Credit from Dealers in the ordinary course of business. The Initial Receivables were, and the Subsequent Receivables will be, selected from Fleetwood Credit's portfolio of recreational vehicle retail installment sale contracts based on the criteria described under "The Receivables" in the Prospectus. Each Receivable had as of the Initial Cutoff Date, or will have as of the related Subsequent Cutoff Date, as the case may be, an APR equal to or greater than %. As of the Initial Cutoff Date, approximately % of the Initial Receivables, by Original Pool Balance, were secured by motor homes and approximately % were secured by travel trailers. Approximately % of the Initial Receivables, by Original Pool Balance, represented financing of new recreational vehicles and approximately % represented financing of used recreational vehicles. As of the Initial Cutoff Date, the average outstanding principal balances of Initial Receivables secured by motor homes and travel trailers were $ and $ , respectively. A significant portion of the Initial Receivables represent financing of recreational vehicles manufactured by Fleetwood Enterprises, Inc. Except in the case of breach of representations by the related Dealer, as described under "Property of the Trusts" in the Prospectus, it is expected that none of the Initial Receivables provide for recourse to the Dealer who originated the related Initial Receivable. Based upon information presented by Obligors in their Receivables applications, as of the Initial Cutoff Date the Initial Receivables were originated in states. Approximately %, % and % of the Initial Receivables, by Original Pool Balance, were originated in the States of , and , respectively. Each other state accounts for less than 5% of the Initial Receivables by Original Pool Balance. As of the Initial Cutoff Date, approximately % of the Original Pool Balance represented Paid-Ahead Receivables. COMPOSITION OF THE INITIAL RECEIVABLES Aggregate Principal Balance as of the Initial Cutoff Date... $ Number of Initial Receivables............................... Average Principal Balance as of the Initial Cutoff Date..... $ Aggregate Original Amount Financed.......................... $ Range of Original Amounts Financed.......................... $ to $ Weighted Average APR(1)..................................... % Range of APRs............................................... % to % Weighted Average Original Term(1)........................... months Range of Original Terms..................................... to months Weighted Average Remaining Term as of the Initial Cutoff Date(1)................................................... months Range of Remaining Terms as of the Initial Cutoff Date...... to months
- --------------- (1) Weighted by unpaid principal balance as of the Initial Cutoff Date. DISTRIBUTION OF THE INITIAL RECEIVABLES BY APR
PERCENTAGE NUMBER OF OF NUMBER INITIAL PERCENTAGE OF INITIAL OF INITIAL CUTOFF DATE OF ORIGINAL APR RANGE RECEIVABLES RECEIVABLES POOL BALANCE POOL BALANCE --------- ----------- ----------- ------------ ------------ % to %............................... % $ % % to %............................... % to %............................... % to %............................... % to %............................... % to %............................... % to %............................... ----- ------ -------- ------ Total................................ % $ % ===== ====== ======== ======
S-14 17 DELINQUENCIES, REPOSSESSIONS AND NET LOSSES Set forth below is certain information concerning Fleetwood Credit's experience with respect to its portfolio of recreational vehicle receivables similar to the Receivables. Fleetwood Credit did not acquire recreational vehicle receivables similar to the Receivables prior to July 1986. Accordingly, Fleetwood Credit's experience with respect to such receivables is limited and only a small portion of its recreational vehicle receivables portfolio has reached maturity. There is no assurance that Fleetwood Credit's delinquency, credit loss and repossession experience with respect to recreational vehicle receivables in the future, or the experience of the Trust with respect to the Receivables, will be similar to that set forth below. Losses and delinquencies are affected by, among other things, general and regional economic conditions and the supply of and demand for recreational vehicles. DELINQUENCY EXPERIENCE
AT DECEMBER 31, -------------------------------------------------------------------------- 1997 1996 1995 1994 1993 -------------- ------------ ------------ ------------ ------------ Portfolio Outstanding at End of Period(1)(2)..... $1,241,738,614 $949,664,166 $760,702,992 $661,517,831 $532,764,234 Delinquencies at End of Period(1)(3) 30-59 Days.............. 4,630,619 $ 3,160,686 $ 2,494,548 $ 1,520,815 $ 1,515,090 60-89 Days.............. 703,823 342,035 419,116 141,132 193,591 90 Days or More......... 385,684 33,902 169,736 81,964 324,765 ------------ ------------ ------------ ------------ Total Delinquencies....... $ 5,720,126 $ 3,536,623 $ 3,083,400 $ 1,743,911 $ 2,033,446 ============== ============ ============ ============ ============ Total Delinquencies as a Percentage of Portfolio Outstanding at End of Period.................. 0.46% 0.37% 0.41% 0.26% 0.38%
- --------------- (1) Includes recreational vehicle receivables that have been sold but are still serviced by the Servicer. (2) The sum of all principal amounts outstanding under the recreational vehicle receivables. (3) The period of delinquency is based on the number of days payments are contractually past due. CREDIT LOSS AND REPOSSESSION EXPERIENCE
FISCAL YEAR ENDED DECEMBER 31, -------------------------------------------------------------------------- 1997 1996 1995 1994 1993 -------------- ------------ ------------ ------------ ------------ Average Portfolio Outstanding(1)(2)(3)....... $1,113,127,480 $853,227,748 $720,418,169 $596,920,867 $512,484,430 Average Number of Receivables Outstanding(3)............. 46,469 36,665 30,367 25,455 22,724 Repossessions as a Percentage of Average Number of Receivables Outstanding.... 0.77% 0.66% 0.56% 0.50% 0.71% Net Losses(1)................ $ 3,631,982 $ 2,210,186 $ 1,800,947 $ 1,255,618 $ 1,738,647 Net Losses as a Percentage of Average Portfolio Outstanding................ 0.33% 0.26% 0.25% 0.21% 0.34%
- --------------- (1) Includes recreational vehicle receivables that have been sold but are still being serviced by the Servicer. (2) The sum of all principal amounts outstanding under the recreational vehicle receivables. (3) Amounts represent the average of month-end figures for each month in the periods indicated. S-15 18 MATURITY, PREPAYMENT AND YIELD CONSIDERATIONS The following discussion supplements the information contained in the Prospectus under "The Receivables -- Maturity and Prepayment Considerations" and "Yield Considerations". Except as otherwise provided herein under "The Notes -- Mandatory Redemption", no principal payments will be made on the Class A-2 Notes until the Class A-1 Notes have been paid in full and no principal payments will be made on the Class A-3 Notes until the Class A-2 Notes have been paid in full. In addition, except as otherwise provided herein under "The Notes -- Mandatory Redemption", no principal payments on the Certificates will be made until the earlier to occur of the Distribution Date on which the Class A-1 Notes have been paid in full or the 199 Distribution Date. See "The Notes -- Payments of Principal" and "The Certificates -- Distributions of Principal" herein. As the rate of payment of principal of each class of Notes and the Certificates depends primarily on the rate of payment (including prepayments) of the principal balance of the Receivables, final payment of any class of Notes and the final distribution in respect of the Certificates could occur significantly earlier than their respective Final Scheduled Distribution Dates. Any reinvestment risk resulting from the rate of prepayment of the Receivables and the distribution of such payments to Securityholders will be borne entirely by the Securityholders. THE NOTES GENERAL The Notes will be issued pursuant to the Indenture, a form of which has been filed as an exhibit to the Registration Statement. Copies of the Indenture (without exhibits) may be obtained by Noteholders upon request in writing to the Indenture Trustee at its Corporate Trust Office. The following summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Indenture and the Notes. The following summary supplements, and to the extent inconsistent therewith, replaces the description of the general terms and provisions of the Notes of any given Series and the related Indenture set forth in the Prospectus, to which description reference is hereby made. PAYMENTS OF INTEREST General. Interest on the outstanding principal amount of each class of Notes will accrue at the related per annum Interest Rates and will be payable to Noteholders on each Distribution Date. Interest accrued but not paid on any Distribution Date will be due on the immediately succeeding Distribution Date, together with, to the extent permitted by applicable law, interest on such shortfall at the related Interest Rate. Interest payments on the Notes will be funded from the portion of the Available Amount remaining after payment of the Servicer Payment. See "Certain Information Regarding the Securities -- Distributions" and "-- The Reserve Fund" herein. Interest payments to all classes of Noteholders will have the same priority. Under certain circumstances, the amount available for interest payments could be less than the amount of interest payable on the Notes on any Distribution Date, in which case each class of Noteholders will receive their ratable share (based upon the aggregate amount of interest due to such class of Noteholders) of the aggregate amount available to be distributed in respect of interest on the Notes. Calculation of LIBOR. The Interest Rate payable on the Class A-2 Notes in respect of any Interest Period will equal the lesser of (i) the sum of the London interbank offered rate ("LIBOR") for such Interest Period plus % and (ii) %. LIBOR for each Interest Period will be determined by the Indenture Trustee, as calculation agent (in such capacity, the "Calculation Agent") as follows: (i) On the second London Banking Day prior to the Distribution Date on which any Interest Period commences (each, a "LIBOR Determination Date"), the Calculation Agent will determine the arithmetic mean of the offered rates for deposits in U.S. dollars for the period of one month, commencing on such Distribution Date, which appear either (a) on the Telerate Page 3750 as of 11:00 A.M., London time, on that LIBOR Determination Date ("LIBOR Telerate") or (b) the Reuters Screen LIBO Page as of 11:00 A.M., London time, on the LIBOR Determination Date ("LIBOR Reuters"). "London Banking Day" means any business day on which dealings in deposits in United States dollars are S-16 19 transacted in the London interbank market and "Telerate Page 3750" means the display designated as page "3750" on the Telerate Service (or such other page as may replace the 3750 page on that service or such other service or services as may be nominated by the British Bankers' Association for the purpose of displaying London interbank offered rates for U.S. dollar deposits). "Reuters Screen LIBO Page" means the display designated as Page "LIBO" on the Reuters Monitor Money Rate Service (or such other page as may replace the LIBO page on that service for the purpose of displaying London interbank offered rates of major banks. If at least two such offered rates appear on the Telerate Page 3750, LIBOR for such Interest Period will be the arithmetic mean of such offered rates as determined by the Calculation Agent. (ii) If fewer than two offered rates appear on each of the Telerate Page 3750 and the Reuters Screen LIBO Page on such LIBOR Determination Date, the Calculation Agent will request the principal London offices of each of four major banks in the London interbank market selected by such Calculation Agent (after consultation with the Seller) to provide such Calculation Agent with its offered quotations for deposits in U.S. dollars for the period of one month, commencing on such Distribution Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Determination Date and in a principal amount equal to an amount of not less than $1,000,000 that is representative of a single transaction in such market at such time. If at least two such quotations are provided, LIBOR for such Interest Period will be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such Interest Period will be the arithmetic mean of rates quoted by three major banks in The City of New York selected by the Calculation Agent (after consultation with the Seller) at approximately 11:00 a.m., New York City time, on such LIBOR Determination Date for loans in U.S. dollars to leading European banks, for the period of one month, commencing on such Distribution Date, and in a principal amount equal to an amount of not less than $1,000,000 that is representative of a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting rates as mentioned in this sentence, LIBOR for such Interest Period will be the same as LIBOR for the immediately preceding Interest Period. PAYMENTS OF PRINCIPAL Principal payments will be made to the Noteholders on each Distribution Date in an amount generally equal to the sum of (i) the Note Percentage, calculated as described herein under "Certain Information Regarding the Securities -- Distributions", of the Monthly Principal Payment plus (ii) an amount (the "Accelerated Principal Distribution Amount") equal to the portion, if any, of Available Funds remaining after payment of (a) the Servicer Payment, (b) the Note Interest Distributable Amount, (c) the portion of the Monthly Principal Payment allocated to the Noteholders pursuant to clause (i) above, (d) the Certificate Interest Distributable Amount and (e) the portion of the Monthly Principal Payment allocated to the Certificateholders as described herein under "The Certificates -- Distributions of Principal". Principal payments on the Notes will be paid from the portion of the Available Amount remaining after payment of the Servicer Payment, the Note Interest Distributable Amount and the Certificate Interest Distributable Amount. See "Certain Information Regarding the Securities -- Distributions" and "-- The Reserve Fund" herein. Principal payments on the Notes will be applied on each Distribution Date, first, to the Class A-1 Notes until the principal amount of the Class A-1 Notes has been reduced to zero, second, to the Class A-2 Notes until the principal amount of the Class A-2 Notes has been reduced to zero and, third, to the Class A-3 Notes until the principal amount of the Class A-3 Notes has been reduced to zero. To the extent not previously paid in full, the principal amount of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes will be due on the Class A-1 Final Scheduled Distribution Date, the Class A-2 Final Scheduled Distribution Date and the Class A-3 Final Scheduled Distribution Date, respectively. The actual date on which the aggregate outstanding principal amount of any class of Notes is paid may be earlier than its Final Scheduled Distribution Date based on a variety of factors, including payments of Accelerated Principal Distribution Amounts and the factors described under "The Receivables -- Maturity and Prepayment Considerations" in the Prospectus. S-17 20 MANDATORY REDEMPTION The Notes will be subject to redemption in part on the Distribution Date on or immediately following the last day of the Funding Period in the event that any portion of the Pre-Funded Amount remains on deposit in the Funding Account, after giving effect to the purchase of any Subsequent Receivables on such date (a "Mandatory Redemption"). If such remaining Pre-Funded Amount is less than or equal to $100,000, such amount will be applied to redeem the Class A-1 Notes until the principal amount of the Class A-1 Notes has been reduced to zero, with any remaining amount being applied to redeem the Class A-2 Notes. If such remaining Pre-Funded Amount is greater than $100,000, such amount will be used to redeem each class of Notes and to prepay the Certificates. The aggregate principal amount of each class of Notes to be redeemed and the Certificates to be prepaid will be an amount equal to the Pre-Funded Percentage of such class of Notes or Certificates, as the case may be, multiplied by such remaining Pre-Funded Amount. The "Pre-Funded Percentage" of a class of Notes or the Certificates will be the percentage derived from the fraction, the numerator of which is the initial principal amount of such class of Notes or the Original Certificate Balance, as applicable, and the denominator of which is the sum of the aggregate initial principal amount of the Notes and the Original Certificate Balance. OPTIONAL REDEMPTION The Class A-3 Notes will be subject to redemption in whole, but not in part, on any Distribution Date relating to an Optional Purchase or an Auction Sale, provided that such Distribution Date occurs after the Class A-1 Notes and the Class A-2 have been paid in full. The redemption price will equal the unpaid principal amount of the Class A-3 Notes plus accrued interest thereon at the Class A-3 Rate. See "Certain Information Regarding the Securities -- Termination" herein. THE INDENTURE TRUSTEE will be the Indenture Trustee. The Indenture Trustee is a and its Corporate Trust Office is located at , , . The Indenture Trustee will have the rights and duties set forth in the Prospectus under "Certain Information Regarding the Securities -- The Trustees" and "-- Duties of the Trustees". THE CERTIFICATES GENERAL The Certificates will be issued pursuant to the Trust Agreement, a form of which has been filed as an exhibit to the Registration Statement. Copies of the Trust Agreement (without exhibits) may be obtained by Certificateholders upon request in writing to the Owner Trustee at its Corporate Trust Office. The following summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Trust Agreement and the Certificates. The following summary supplements, and to the extent inconsistent therewith replaces, the description of the general terms and provisions of the Certificates of any given series and the related Trust Agreement set forth in the Prospectus, to which description reference is hereby made. DISTRIBUTIONS OF INTEREST Interest on the Certificate Balance will accrue at the Pass-Through Rate and will be payable to Certificateholders on each Distribution Date. Interest accrued but not paid on any Distribution Date will be due on the immediately succeeding Distribution Date together with, to the extent permitted by applicable law, interest on such shortfall at the Pass-Through Rate. Interest distributions with respect to the Certificates will be funded from the portion of the Available Amount remaining after payment of the Servicer Payment and the Note Interest Distributable Amount. See "Certain Information Regarding the Securities -- Distributions" and "-- The Reserve Fund" herein. S-18 21 The "Certificate Balance" will initially equal $ (the "Original Certificate Balance") and thereafter will equal the Original Certificate Balance reduced by (i) all distributions actually made on or prior to the related Distribution Date to Certificateholders allocable to principal and (ii) Realized Losses allocable to the Certificates. "Realized Losses" with respect to each Collection Period will equal the amount by which (a) the aggregate unpaid principal balance of all Receivables which became Defaulted Receivables during such Collection Period exceeds (a) the sum of (i) the aggregate liquidation proceeds recovered in respect of principal of such Defaulted Receivables during such Collection Period and (ii) recoveries in respect of all Defaulted Receivables received during such Collection Period, to the extent not otherwise included in the amount determined pursuant to clause (i) above. DISTRIBUTIONS OF PRINCIPAL On each Distribution Date on which principal of the Certificates is payable, the Certificateholders will be entitled to receive distributions in an amount generally equal to the Certificate Percentage, calculated as described herein under "Certain Information Regarding the Securities -- Distributions", of the Monthly Principal Payment. Distributions with respect to principal will be funded from the portion of the Available Amount remaining after payment of the Servicer Payment, the Note Distributable Amount and the Certificate Interest Distributable Amount. See "Certain Information Regarding the Securities -- Distributions" and "-- The Reserve Fund" herein. Notwithstanding the foregoing, upon any qualification, reduction or withdrawal by any Rating Agency of its rating of any class of Notes, then, with respect to each Distribution Date thereafter, the Certificateholders will not receive any distributions of principal until all the Notes have been paid in full, unless such rating has been restored. In addition, on and after any Distribution Date on which the Notes have been paid in full, funds in the Reserve Fund will be applied to reduce the Certificate Balance to zero if, after giving effect to all distributions required to be made to the Servicer and the Securityholders on such Distribution Date, the amount on deposit in the Reserve Fund is equal to or greater than the Certificate Balance. See "Certain Information Regarding the Securities -- The Reserve Fund". MANDATORY PREPAYMENT The Certificates will be subject to prepayment in part on the Distribution Date on or immediately following the last day of the Funding Period in the event that more than $100,000 of the Pre-Funded Amount remains on deposit in the Pre-Funding Account, after giving effect to the purchase of any Subsequent Receivables on such date (a "Mandatory Prepayment"). The aggregate principal amount of Certificates to be prepaid will be an amount equal to the Pre-Funded Percentage of the Certificates multiplied by the Pre-Funded Amount then on deposit in the Pre-Funding Account. OPTIONAL PREPAYMENT The Certificates will be subject to prepayment in whole, but not in part, on any Distribution Date relating to an Optional Purchase or an Auction Sale. Certificateholders will receive an amount in respect of the Certificates equal to the Certificate Balance, together with accrued interest at the Pass-Through Rate. Any such distribution will effect early retirement of the Certificates. See "Certain Information Regarding the Securities -- Termination" herein. S-19 22 CERTAIN INFORMATION REGARDING THE SECURITIES BOOK-ENTRY REGISTRATION Each class of Notes and the Certificates will initially be represented by one or more certificates registered in the name of Cede & Co. ("Cede"), as the nominee of The Depository Trust Company ("DTC"). No person acquiring an interest in any Securities will be entitled to receive a definitive certificate representing such person's interest, except in the event that Definitive Securities of the related class are issued under the limited circumstances described in the Prospectus under "Certain Information Regarding the Securities -- Definitive Securities". Unless and until Securities are issued in definitive form, all references herein to distributions, notices, reports and statements to and to actions by and effects upon the related Securityholders will refer to the same actions and effects with respect to DTC or Cede, as the case may be, for the benefit of the related Security Owners in accordance with DTC procedures. See "Certain Information Regarding the Securities -- General", "-- Book-Entry Registration" and "-- Definitive Securities" in the Prospectus. THE PRE-FUNDING ACCOUNT; MANDATORY REDEMPTION AND PREPAYMENT OF THE SECURITIES The Pre-Funding Account. The Servicer will establish the Pre-Funding Account in the name of the Indenture Trustee for the benefit of the Securityholders into which the Pre-Funded Amount will be deposited on the Closing Date from the net proceeds received from the sale of the Securities and from which monies will be applied during the Funding Period to purchase Subsequent Receivables from the Seller. The Pre-Funding Account will be maintained with the same entity at which the Collection Account is maintained. The Pre-Funding Account will be part of the Trust but monies on deposit therein will not be available to cover losses on or in respect of the Receivables. Any portion of the Pre-Funded Amount remaining on deposit in the Pre-Funding Account at the end of the Funding Period will be payable as described below under "-- Mandatory Redemption and Prepayment of the Securities". Monies on deposit in the Pre-Funding Account may be invested in Permitted Investments under the circumstances and in the manner to be described in the Sale and Servicing Agreement. Earnings on investment of funds in the Pre-Funding Account will be deposited into the Collection Account and losses will be charged against the funds on deposit in the Pre-Funding Account. See "Certain Information Regarding the Securities -- The Trust Accounts" in the Prospectus. Upon each conveyance of Subsequent Receivables to the Trust, an amount equal to the purchase price paid by the Seller to Fleetwood Credit for such Subsequent Receivables on the related Subsequent Transfer Date will be withdrawn from the Pre-Funding Account and paid to the Seller. Mandatory Redemption and Prepayment of the Securities. The Notes will be subject to a Mandatory Redemption and the Certificates may be subject to a Mandatory Prepayment on the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date), in the event that any portion of the Pre-Funded Amount, exclusive of any investment earnings thereon, remains on deposit in the Pre-Funding Account after giving effect to the purchase by the Seller and conveyance to the Trust of all Subsequent Receivables on the related Subsequent Transfer Dates, including any such purchase and conveyance on the date on which the Funding Period ends. The amount to be paid to (i) Noteholders in connection with a Mandatory Redemption will be determined as described herein under "The Notes -- Mandatory Redemption" and (ii) Certificateholders in connection with a Mandatory Prepayment will be determined as described herein under "The Certificates -- Mandatory Prepayment". It is anticipated that the aggregate principal amount of Subsequent Receivables sold to the Trust during the Funding Period will not be exactly equal to the Pre-Funded Amount and that therefore there will be at least a nominal amount of principal prepaid to Securityholders. THE YIELD SUPPLEMENT ACCOUNT; THE YIELD SUPPLEMENT AGREEMENT The Yield Supplement Account. The Yield Supplement Account will be created with an initial deposit by Fleetwood Credit of an amount equal to the Yield Supplement Initial Deposit. The Yield Supplement Initial Deposit will equal an amount (which amount may be discounted at a rate to be specified in the Sale and S-20 23 Servicing Agreement) equal to the aggregate amount by which (i) interest on the Principal Balance of each Initial Receivable for the period commencing on the Initial Cutoff Date and ending with the scheduled maturity of each such Receivable (assuming that payments on such Receivables are made as scheduled and no prepayments are made) at a rate equal to the Required Rate, exceeds (ii) interest on such Principal Balances at the APR of each such Receivable (the "Yield Supplement Amount" and, with respect to the Initial Receivables, the "Maximum Initial Yield Supplement Amount"). On each Distribution Date, the Indenture Trustee will transfer to the Collection Account from monies on deposit in the Yield Supplement Account an amount equal to the Yield Supplement Deposit Amount in respect of the Receivables for such Distribution Date. See "Distributions on the Securities -- Deposits to the Collection Account; Priority of Payments" herein. Amounts on deposit on any Distribution Date in the Yield Supplement Account in excess of the Maximum Yield Supplement Amount, after giving effect to all distributions to be made on such Distribution Date, will be paid to the Seller. Monies on deposit in the Yield Supplement Account may be invested in Permitted Investments under the circumstances and in the manner described in the Sale and Servicing Agreement. See "Certain Information Regarding the Securities -- The Trust Accounts" in the Prospectus. Any monies remaining on deposit in the Yield Supplement Account upon the termination of the Trust will be paid to the Seller. The Yield Supplement Agreement. Pursuant to the Yield Supplement Agreement, on each Subsequent Transfer Date Fleetwood Credit will deposit into the Yield Supplement Account an amount equal to the Additional Yield Supplement Amount. The aggregate of the Additional Yield Supplement Amounts in respect of Subsequent Receivables, if any, is referred to herein as the "Maximum Subsequent Yield Supplement Amount" and, together with the "Maximum Initial Yield Supplement Amount", the "Maximum Yield Supplement Amount". DISTRIBUTIONS ON THE SECURITIES General. On the eighth calendar day of each month or, if such day is not a Business Day, the immediately succeeding Business Day (each, a "Determination Date"), the Servicer will inform the Indenture Trustee of the amount of Available Funds collected on or in respect of the Receivables, the Negative Carry Amount, if any, the Yield Supplement Amount in respect of the Receivables, if any, the amount of Advances and Non-Reimbursable Payments to be made by the Servicer and the amount of the Servicing Fee and other servicing compensation payable to the Servicer, in each case with respect to the immediately preceding Collection Period. On or prior to each Determination Date, the Servicer shall also determine, among other things, the Note Interest Distributable Amount, the Certificate Interest Distributable Amount, the Note Principal Distributable Amount, the Certificate Principal Distributable Amount and, based on the sum of (i) Available Funds and (ii) amounts on deposit in the Reserve Fund, after giving effect to the withdrawals therefrom described herein under "Deposits to the Collection Account" (collectively, the "Available Amount"), the amounts to be distributed to the Securityholders. Distributions to Noteholders will be made out of amounts on deposit in the Note Distribution Account and distributions to Certificateholders will be made out of amounts on deposit in the Certificate Distribution Account, in each case as described herein. Determination of Available Funds. "Available Funds" with respect to each Distribution Date will mean the sum of (i) the earnings received by the Indenture Trustee during the related Collection Period from investment of the Pre-Funded Amount on deposit in the Pre-Funding Account; (ii) an amount (the "Negative Carry Amount") equal to the difference between (a) 30 days' interest on the Pre-Funded Amount on deposit in the Pre-Funding Account as of the first day of such Collection Period at a rate equal to the weighted average of the Interest Rates and the Pass-Through Rate and (b) the amount described in clause (i) above, which Negative Carry Amount will be withdrawn from the Reserve Fund and deposited in the Collection Account as described herein under "-- The Reserve Fund"; (iii) all cash received by the Servicer on or in respect of the Receivables during the immediately preceding Collection Period (including Non- Reimbursable Payments and Advances but other than (a) late payment and extension fees, if any, and other administrative fees and (b) recoveries collected on or in respect of all Receivables which have been previously repurchased by the Seller or purchased by the Servicer pursuant to the Sale and Servicing Agreement); S-21 24 (iv) the Repurchase Amounts of all Receivables purchased or repurchased by the Seller or the Servicer under the Sale and Servicing Agreement in respect of the immediately preceding Collection Period; and (v) the Yield Supplement Deposit Amount for the related Collection Period. With respect to each Collection Period (i) "Collected Interest" will mean the sum of (a) the portion of all payments received by the Servicer on or in respect of the Receivables during such Collection Period allocable to interest and (b) the amounts described in clauses (i), (ii) and (v) of the immediately preceding paragraph with respect to such Collection Period, and (ii) "Collected Principal" will mean the portion of all payments received by the Servicer on or in respect of the Receivables during such Collection Period allocable to principal. Deposits to the Collection Account; Priority of Payments. The Servicer will remit collections received on or in respect of the Receivables within two Business Days of receipt thereof to the Collection Account unless it satisfies the conditions described in the Prospectus under "Certain Information Regarding the Securities -- Collections" permitting the remittance of such collections on a monthly basis. In addition, on each Distribution Date, the Trustee will cause the Negative Carry Amount for the related Collection Period, if any, to be withdrawn from the Reserve Fund and deposited in the Collection Account and the aggregate Yield Supplement Amount in respect of the Receivables for the related Collection Period, if any (the "Yield Supplement Deposit Amount"), to be withdrawn from the Yield Supplement Account and deposited in the Collection Account. Deposits to the Distribution Accounts. The amount to be distributed to Securityholders following the Funding Period in connection with a Mandatory Redemption or Mandatory Prepayment is described herein under "The Notes -- Mandatory Redemption" and "The Certificates -- Mandatory Prepayment". The amount of other distributions to be made on each Distribution Date to Securityholders will be determined in the manner described below. On each Distribution Date, the Servicer will instruct the Indenture Trustee to make the following deposits and distributions, to the extent of the Available Amount, in the following order of priority: (i) to the Servicer, from Collected Interest, the Servicer Payment; (ii) to the Note Distribution Account, from the Available Amount (after giving effect to the reduction in the Available Amount described in clause (i) above), the Note Interest Distributable Amount; (iii) to the Note Distribution Account, from the Available Amount (after giving effect to the reduction in the Available Amount described in clauses (i) and (ii) above), the Note Principal Distributable Amount; (iv) to the Certificate Distribution Account, from the Available Amount (after giving effect to the reduction in the Available Amount described in clauses (i) through (iii) above), the Certificate Interest Distributable Amount; (v) to the Certificate Distribution Account, from the Available Amount (after giving effect to the reduction in the Available Amount described in clauses (i) through (iv) above), the Certificate Principal Distributable Amount; and (vi) in the event that the distributions described in clauses (i) through (v) above have been funded exclusively from Available Funds, any remaining Available Funds will be deposited into the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance, with any excess being deposited into the Note Distribution Account for payment to Noteholders as an Accelerated Principal Distribution Amount. Notwithstanding the foregoing, during the Funding Period, all Excess Amounts will be deposited into the Reserve Fund and will not be deposited into the Note Distribution Account until the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date). S-22 25 For purposes hereof, the following terms shall have the following meanings: The "Monthly Principal Payment" will mean, with respect to any Distribution Date, (i) the Pool Balance as of the last day of the second Collection Period preceding the Collection Period in which such Distribution Date occurs (or, with respect to the first Distribution Date, the Original Pool Balance) less (ii) the Pool Balance as of the last day of the Collection Period relating to such Distribution Date. The "Note Distributable Amount" will mean, with respect to any Distribution Date, the sum of the Note Principal Distributable Amount and the Note Interest Distributable Amount. The "Note Interest Distributable Amount" will mean, with respect to any Distribution Date, the sum of the Note Monthly Interest Distributable Amount for such Distribution Date and the Note Interest Carryover Shortfall for such Distribution Date. The "Note Monthly Interest Distributable Amount" will mean, with respect to any Distribution Date, interest accrued for the related Interest Period on each class of Notes at the respective Interest Rate for such class on the outstanding principal amount of the Notes of such class on the immediately preceding Distribution Date (or, in the case of the first Distribution Date, on the Closing Date), after giving effect to all payments of principal to the Noteholders of such class on or prior to such Distribution Date. The "Note Interest Carryover Shortfall" will mean, with respect to any Distribution Date, the excess of the Note Monthly Interest Distributable Amount for the immediately preceding Distribution Date and any outstanding Note Interest Carryover Shortfall on such preceding Distribution Date, over the amount in respect of interest that is actually deposited in the Note Distribution Account on such preceding Distribution Date, plus, to the extent permitted by applicable law, interest on the amount of interest due but not paid to Noteholders on the preceding Distribution Date at the respective Interest Rates borne by each class of Notes for the related Interest Period. The "Note Principal Distributable Amount" will mean, with respect to any Distribution Date, the sum of the Note Monthly Principal Distributable Amount for such Distribution Date and the Note Principal Carryover Shortfall as of the close of the preceding Distribution Date; provided, however, that the Note Principal Distributable Amount shall not exceed the outstanding principal amount of the Notes; and provided, further, that the Note Principal Distributable Amount on the Class A-1 Final Scheduled Distribution Date shall not be less than the amount that is necessary (after giving effect to other amounts to be deposited in the Note Distribution Account on such Distribution Date and allocable to principal) to reduce the outstanding principal amount of the Class A-1 Notes to zero and on the Class A-2 Final Scheduled Distribution Date the Note Principal Distributable Amount shall not be less than the amount that is necessary (after giving effect to other amounts to be deposited in the Note Distribution Account on such Distribution Date and allocable to principal) to reduce the outstanding principal amount of the Class A-2 Notes to zero. In addition, on the Final Scheduled Distribution Date, the principal required to be deposited in the Note Distribution Account will include the amount of any principal due and remaining unpaid on each Receivable in the Trust as of such Final Scheduled Distribution Date so as to reduce the outstanding principal amount of the Class A-3 Notes to zero. The "Note Monthly Principal Distributable Amount" will mean, with respect to any Distribution Date, the Note Percentage of the Monthly Principal Payment. The "Note Percentage" will mean (i) for each Distribution Date to and including the later to occur of (a) the Distribution Date on which the principal amount of the Class A-1 Notes is reduced to zero and (b) the 199 Distribution Date, 100%, (ii) for each Distribution Date thereafter to and including the Distribution Date on which the principal amount of the Class A-3 Notes is reduced to zero, the percentage equivalent of a fraction, the numerator of which is the outstanding principal amount of the Notes on the Distribution Date immediately preceding the Distribution Date for which the Note Percentage is being calculated (after giving effect to all distributions made on such immediately preceding Distribution Date) and the denominator of which is the Pool Balance on the last day of the second Collection Period preceding the Collection Period in which the Distribution Date for which the Note Percentage is being calculated occurs; provided, however, that on each Distribution Date following the occurrence of a Rating Event until the S-23 26 principal amount of all the Notes is paid in full or such rating is restored, the Note Percentage shall mean 100%, and (iii) zero for each Distribution Date thereafter. The "Note Principal Carryover Shortfall" will mean, with respect to any Distribution Date, the excess of the Note Monthly Principal Distributable Amount for the immediately preceding Distribution Date and any outstanding Note Principal Carryover Shortfall on such preceding Distribution Date over the amount in respect of principal that is actually deposited in the Note Distribution Account on such preceding Distribution Date. The "Certificate Distributable Amount" will mean, with respect to any Distribution Date, the sum of the Certificate Principal Distributable Amount and the Certificate Interest Distributable Amount. The "Certificate Interest Distributable Amount" will mean, with respect to any Distribution Date, the sum of the Certificate Monthly Interest Distributable Amount for such Distribution Date and the Certificate Interest Carryover Shortfall for such Distribution Date. The "Certificate Monthly Interest Distributable Amount" will mean, with respect to any Distribution Date, 30 days' interest at the Pass-Through Rate on the Certificate Balance as of the first day of the immediately preceding Collection Period (after giving effect to all distributions of principal to be made on the Distribution Date occurring in such immediately preceding Collection Period) or, in the case of the first Distribution Date, the Original Certificate Balance. The "Certificate Interest Carryover Shortfall" will mean, with respect to any Distribution Date, the excess of the Certificate Monthly Interest Distributable Amount for the immediately preceding Distribution Date and any outstanding Certificate Interest Carryover Shortfall on such preceding Distribution Date, over the amount in respect of interest that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date, plus interest on such excess, to the extent permitted by law, at the Pass-Through Rate for the related Interest Period. The "Certificate Principal Distributable Amount" will mean, with respect to any Distribution Date, the sum of the Certificate Monthly Principal Distributable Amount for such Distribution Date and the Certificate Principal Carryover Shortfall as of the close of the immediately preceding Distribution Date; provided, however, that the Certificate Principal Distributable Amount shall not exceed the Certificate Balance. In addition, on the Certificate Final Scheduled Distribution Date, the principal required to be deposited into the Certificate Distribution Account will include the amount of any principal due and remaining unpaid on each Receivable in the Trust as of the Certificate Final Scheduled Distribution Date so as to reduce the Certificate Balance to zero, and remaining after any required distribution to the Note Distribution Account. The "Certificate Monthly Principal Distributable Amount" will mean, with respect to any Distribution Date, the Certificate Percentage of the Monthly Principal Payment. The "Certificate Percentage" will mean (i) for each Distribution Date to and including the later to occur of (a) the Distribution Date on which the principal amount of the Class A-1 Notes is reduced to zero and (b) the , 199 Distribution Date, zero, and (ii) for each Distribution Date thereafter to and including the Distribution Date on which the Certificate Balance is reduced to zero, the percentage equivalent of a fraction, the numerator of which is the Certificate Balance on the Distribution Date immediately preceding the Distribution Date for which the Certificate Percentage is being calculated (after giving effect to all distributions made on such preceding Distribution Date) and the denominator of which is the Pool Balance on the last day of the second Collection Period preceding the Collection Period in which the Distribution Date for which the Certificate Percentage is being calculated occurs; provided, however, that on each Distribution Date following the occurrence of a Rating Event until the principal amount of all outstanding Notes is paid in full or such rating is restored, the Certificate Percentage shall mean zero. The "Certificate Principal Carryover Shortfall" will mean, with respect to any Distribution Date, the excess of the Certificate Monthly Principal Distributable Amount for the immediately preceding Distribution Date and any outstanding Certificate Principal Carryover Shortfall on such preceding Distribution Date, over S-24 27 the amount in respect of principal that is actually deposited in the Certificate Distribution Account on such preceding Distribution Date. Payments From the Distribution Accounts. On each Distribution Date, all amounts on deposit in the Note Distribution Account (other than Investment Earnings) will be paid in the following order of priority: (i) to the applicable Noteholders, accrued and unpaid interest on the outstanding principal amount of the applicable class of Notes at the applicable Interest Rate; (ii) to the Class A-1 Noteholders in reduction of principal, until the principal amount of the Class A-1 Notes has been reduced to zero; (iii) to the Class A-2 Noteholders in reduction of principal, until the principal amount of the Class A-2 Notes has been reduced to zero; and (iv) to the Class A-3 Noteholders in reduction of principal, until the principal amount of the Class A-3 Notes has been reduced to zero. On each Distribution Date, all amounts on deposit in the Certificate Distribution Account will be distributed to the Certificateholders in the following order of priority: (i) to the Certificateholders, accrued and unpaid interest on the outstanding Certificate Balance at the Pass-Through Rate; and (ii) to the Certificateholders in reduction of principal, until the Certificate Balance has been reduced to zero. THE RESERVE FUND The rights of the Certificateholders to receive distributions with respect to the Receivables generally will be subordinated to the rights of the Servicer (to the extent of the Servicer Payment) and the Noteholders to the extent described above. The protection afforded to the Noteholders through the foregoing subordination will be effected both by the preferential right of the Noteholders to receive, to the extent described herein, current distributions with respect to the Receivables and by the establishment of the Reserve Fund. The Reserve Fund will be funded by the Seller on the Closing Date in an amount equal to $ plus an amount attributable to the maximum aggregate Negative Carry Amount. Thereafter, all Excess Amounts will be deposited from time to time in the Reserve Fund to the extent necessary to maintain the amount in the Reserve Fund at the Specified Reserve Fund Balance. The "Specified Reserve Fund Balance" with respect to the first Distribution Date will equal $ , and on each Distribution Date thereafter, will equal the lesser of (i) $ or (ii) % of the sum of the unpaid principal amount of the Notes and the Certificate Balance (after giving effect to distributions of principal to be made on such Distribution Date). Notwithstanding the foregoing, in no event shall the Specified Reserve Fund Balance be less than $ . However, on each Distribution Date following any Fiscal Quarter in which losses or delinquencies in respect of the Receivables exceed the percentages to be specified in the Sale and Servicing Agreement, the Specified Reserve Fund Balance will be equal to the greater of the amount described above or an amount equal to the Pool Balance as of the last day of the related Collection Period multiplied by a percentage determined by subtracting from % a fraction (expressed as a percentage) equal to one minus a fraction, the numerator of which will equal the outstanding principal amount of the Notes and the denominator of which will equal the Pool Balance, in each case as of the last day of the three related Collection Periods in such Fiscal Quarter; provided, however, that following any Fiscal Quarter thereafter in which the losses and delinquencies in respect of the Receivables are less than the percentages to be specified in the Sale and Servicing Agreement, the Specified Reserve Fund Balance shall return to the amount described in the first two sentences of this paragraph. A "Fiscal Quarter" will mean each of the following three-month periods: (i) January, February and March; (ii) April, May and June; (iii) July, August and September; and (iv) October, November and December. In addition, if on any Distribution Date cumulative losses in respect of the Receivables exceed % of the sum of the Original Pool Balance and the S-25 28 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 sentence of this paragraph. The Servicer may, from time to time after the date of this Prospectus Supplement, request each Rating Agency to approve a formula for determining the Specified Reserve Fund Balance that is different from that described above and would result in a decrease in the amount of the Specified Reserve Fund Balance or the manner by which it is funded. If each Rating Agency delivers a letter to the Trustees to the effect that the use of any such new formulation will not result in the qualification, reduction or withdrawal of its then-current rating of any class of Notes or the Certificates, then the Specified Reserve Fund Balance will be determined in accordance with such new formula. The Sale and Servicing Agreement will accordingly be amended to reflect such new calculation without the consent of any Securityholder. On each Distribution Date, funds will be withdrawn from the Reserve Fund as described above for distribution first, to the Servicer in respect of the Servicer Payment, second to Noteholders to the extent of shortfalls in the amounts available to make distributions of interest on the Notes, third to Noteholders to the extent of shortfalls in the amounts available to make distributions of principal on the Notes, fourth to Certificateholders to the extent of shortfalls in the amounts available to make distributions of interest on the Certificates and fifth to Certificateholders to the extent of shortfalls in the amounts available to make distributions of principal on the Certificates. On each Distribution Date relating to the Funding Period, the amount of Collected Interest for such Distribution Date will include an amount equal to the Negative Carry Amount for the related Collection Period, if any, which amount will be withdrawn from the Reserve Fund and deposited into the Collection Account. On each Distribution Date, the Trustee will deposit all Excess Amounts into the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance. If the amount on deposit in the Reserve Fund on such Distribution Date (after giving effect to all deposits thereto and withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Indenture Trustee will release and distribute such excess, together with any Excess Amounts not required to be deposited into the Reserve Fund, to the Seller. Notwithstanding the foregoing, (i) during the Funding Period, all Excess Amounts will be deposited into the Reserve Fund and will not be paid to the Seller until the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date) and (ii) under the circumstances described herein under "The Certificates -- Distributions of Principal", funds in the Reserve Fund will be applied to reduce the Certificate Balance to zero. Upon any such release of amounts from the Reserve Fund to the Seller, the Certificateholders will have no further rights in, or claims to, such amounts. After the payment in full, or the provision for such payment, of (i) all accrued and unpaid interest on the Securities and (ii) the outstanding principal balance of the Securities, any funds remaining on deposit in the Reserve Fund, subject to certain limitations, will be paid to the Seller. The subordination of the Certificates and the Reserve Fund are intended to enhance the likelihood of receipt by Noteholders of the full amount of principal and interest due them and to decrease the likelihood that the Noteholders will experience losses. In addition, the Reserve Fund is intended to enhance the likelihood of receipt by Certificateholders of the full amount of principal and interest due them and to decrease the likelihood that the Certificateholders will experience losses. However, in certain circumstances, the Reserve Fund could be depleted. If the amount required to be withdrawn from the Reserve Fund to cover shortfalls in collections on the Receivables exceeds the amount of available cash in the Reserve Fund, Noteholders or Certificateholders could incur losses or a temporary shortfall in the amounts distributed to the Noteholders or the Certificateholders could result, which could, in turn, increase the average life of the Notes or the Certificates. Amounts held from time to time in the Reserve Fund will continue to be held for the benefit of holders of the Notes and the Certificates. Funds on deposit in the Reserve Fund may be invested in Permitted S-26 29 Investments. Investment income on monies on deposit in the Reserve Fund will not be available for distribution to Noteholders or Certificateholders or otherwise subject to any claims or rights of the Noteholders or Certificateholders and will be paid to the Seller. SERVICING COMPENSATION As described in the Prospectus under "Certain Information Regarding the Securities -- Servicing Compensation", the Servicer will receive a monthly fee, payable on each Distribution Date, equal to one-twelfth of the product of 1.0% and the Pool Balance as of the first day of the related Collection Period. The Servicer will also be entitled to receive additional compensation in the form of certain late fees, prepayment charges and other administrative fees or similar charges. STATEMENTS TO CERTIFICATEHOLDERS On each Distribution Date, the Trustee will include with each distribution to each Securityholder of record a statement, setting forth for the related Collection Period, the information described under "Certain Information Regarding the Securities -- Statements to Securityholders" in the Prospectus. TERMINATION The obligations of the Servicer, the Seller and the Indenture Trustee pursuant to the Sale and Servicing Agreement, the Trust Agreement and the Indenture will terminate with respect to the Securityholders upon the earliest to occur of (i) the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust, (ii) the payment to Securityholders of all amounts required to be paid to them pursuant to the Sale and Servicing Agreement, the Trust Agreement and the Indenture and (iii) the occurrence of either event described below. In order to avoid excessive administrative expenses, the Seller or the Servicer, or any successor to the Servicer, will be permitted at its option to purchase from the Trust, on any Distribution Date following the last day of a Collection Period as of which the Pool Balance is 10% or less of the sum of the Original Pool Balance and the aggregate principal balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates, all remaining Receivables at a price equal to the aggregate Repurchase Amounts for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses). In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables. Exercise of such right will effect early retirement of the Securities. If neither the Seller nor the Servicer (nor any successor to the Servicer) exercises its optional termination right within 90 days after the day of a Collection Period as of which such right can first be exercised, the Trustee shall solicit bids for the purchase of the Receivables remaining in the Trust. In the event that satisfactory bids are received as described below, the sale proceeds will be distributed to Securityholders on the second Distribution Date succeeding the last day of such Collection Period. Any purchaser of the Receivables must agree to the continuation of the then current Servicer as Servicer on terms substantially similar to those in the Sale and Servicing Agreement. Any such sale will effect early retirement of the Securities. The Trustee must receive at least two bids from prospective purchasers that are considered at the time to be competitive participants in the market for motor vehicle retail installment sale contracts. The highest bid may not be less than the fair market value of such Receivables and must equal the sum of (i) the greater of (a) the aggregate Repurchase Amounts for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses) or (b) an amount that when added to amounts on deposit in the Collection Account that would constitute Available Funds for such second succeeding Distribution Date would result in proceeds sufficient to distribute the sum of (1) the Note Distributable Amount and (2) the Certificate Distributable Amount, and (ii) the sum of (a) an amount sufficient to reimburse the Servicer for any outstanding Advances and (b) the Servicing Fee payable on such S-27 30 final Distribution Date, including any unpaid Servicing Fees with respect to one or more prior Collection Periods. The Indenture Trustee may consult with financial advisors, including one or more of the Underwriters, to determine if the fair market value of such Receivables has been offered. Upon the receipt of such bids, the Indenture Trustee shall sell and assign such Receivables to the highest bidder and the Securities shall be retired in such Distribution Date. If any of the foregoing conditions are not met, the Indenture Trustee shall decline to consummate such sale and shall not be under any obligation to solicit any further bids or otherwise negotiate any further sale of Receivables remaining in the Trust. In such event, however, the Indenture Trustee may from time to time solicit bids in the future for the purchase of such Receivables upon the same terms described above. The Indenture Trustee will give written notice of termination to each Securityholder of record. The final distribution to each Securityholder will be made only upon surrender and cancellation of such holder's Notes or Certificates at any office or agency of the Indenture Trustee specified in the notice of termination. Any funds remaining in the Trust, after the Indenture Trustee has taken certain measures to locate a Securityholder and such measures have failed, will be distributed to the United Way. CERTAIN FEDERAL INCOME TAX CONSEQUENCES In the opinion of Arter & Hadden LLP, special federal income tax counsel to the Seller, the Trust will not be taxable as an association or publicly traded partnership taxable as a corporation, but should be classified as a partnership under the Internal Revenue Code of 1986, as amended (the "Code"). In the opinion of such counsel, the Notes will be treated as indebtedness and the Certificates should constitute the equity of the Trust. For a discussion of the anticipated material federal income tax consequences of the purchase, ownership and disposition of the Securities, see "Certain Federal Income Tax Consequences" in the Prospectus. CERTAIN STATE TAX CONSEQUENCES The activities to be undertaken by the Servicer in servicing and collecting the Receivables will take place in California. The State of California imposes a state individual income tax and a single business tax which is imposed on corporations, partnerships and other entities doing business in the State of California. This discussion is based upon present provisions of California statutes and the regulations promulgated thereunder, and applicable judicial or ruling authority, all of which are subject to change, which change may be retroactive. No ruling on any of the issues discussed below will be sought from the California Department of Treasury. Because of the variation in each state's tax laws based in whole or in part upon income, it is impossible to predict tax consequences to holders of Notes and Certificates in all of the state taxing jurisdictions in which they are already subject to tax. Noteholders and Certificateholders are urged to consult their own tax advisors with respect to state tax consequences arising out of the purchase, ownership and disposition of Notes and Certificates. For purposes of the following summary, references to the Trust, the Notes, the Certificates and related terms, parties and documents shall be deemed to refer, unless otherwise specified herein, to each Trust and the Notes, Certificates and related terms, parties and documents applicable to such Trust. TAX CONSEQUENCES WITH RESPECT TO THE NOTES It is expected that state tax counsel of the Seller ("California Tax Counsel") will advise the Trust that, assuming the Notes will be treated as debt for federal income tax purposes, the Notes will be treated as debt for California income and single business tax purposes. Accordingly, Noteholders not otherwise subject to taxation in California should not become subject to taxation in California solely because of a holder's ownership of Notes. However, a Noteholder already subject to California's income tax or single business tax could be required to pay additional California tax as a result of the holder's ownership or disposition of Notes. S-28 31 TAX CONSEQUENCES WITH RESPECT TO THE CERTIFICATES If the arrangement created by the Trust Agreement is treated as a partnership (not taxable as a corporation) for federal income tax purposes, California Tax Counsel will deliver its opinion that the same treatment should also apply for California tax purposes. In such case, the resulting constructive partnership should not be treated as doing business in California but rather should be viewed as a passive holder of investments and, as a result, should not be subject to the California single business tax (which, if applicable, could possibly result in reduced distributions to Certificateholders). The Certificateholders also should not be subject to the California single business tax on income received through the partnership. Under current law, Certificateholders that are nonresidents of California and are not otherwise subject to California income tax should not be subject to California income tax on the income from the constructive partnership. In any event, classification of the arrangement as a "partnership" would not cause a Certificateholder not otherwise subject to taxation in California to pay California tax on income beyond that derived from the Certificates. If the Certificates are instead treated as ownership interests in an association taxable as a corporation or a "publicly traded partnership" taxable as a corporation, then the hypothetical entity should not be subject to the California single business tax (which, if applicable, could result in reduced distributions to Certificateholders). A Certificateholder not otherwise subject to tax in California would not become subject to California tax as a result of its mere ownership of such an interest. ERISA CONSIDERATIONS THE NOTES The Notes may be purchased by an employee benefit plan or an individual retirement account (a "Plan") subject to ERISA or Section 4975 of the Code. A fiduciary of a Plan must determine that the purchase of a Note is consistent with its fiduciary duties under ERISA and does not result in a nonexempt prohibited transaction as defined in Section 406 of ERISA or Section 4975 of the Code. For additional information regarding treatment of the Notes under ERISA, see "ERISA Considerations" in the Prospectus. The Notes may not be purchased with the assets of a Plan if the Seller, the Servicer, the Indenture Trustee, the Owner Trustee or any of their affiliates (i) has investment or administrative discretion with respect to such Plan assets; (ii) has authority or responsibility to give, or regularly gives, investment advice with respect to such Plan assets, for a fee and pursuant to an agreement or understanding that such advice (a) will serve as a primary basis for investment decisions with respect to such Plan assets and (b) will be based on the particular investment needs for such Plan; or (iii) is an employer maintaining or contributing to such Plan. THE CERTIFICATES The Certificates may not be acquired by (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code (other than a governmental plan described in Section 4975(g)(2) of the Code) or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity or which uses plan assets to acquire Certificates. By its acceptance of a Certificate, each Certificateholder will be deemed to have represented and warranted that it is not subject to the foregoing limitation. Due to the complexities of the foregoing rules and the penalties imposed upon persons involved in prohibited transactions, it is important that the fiduciary of an employee benefit plan considering the purchase of Certificates consult with its counsel regarding the applicability of the prohibited transaction provisions of ERISA and the Code to such investment. In particular, while payments made on the Certificates from the property of the Trust or from monies on deposit in the Reserve Fund are encompassed by the Exemption, payments made from the Yield Supplement Account (or pursuant to the Yield Supplement Agreement by Fleetwood Credit) to the Certificateholders may not be included under the terms of the Exemption since such S-29 32 payments are not derived from assets held in the Trust or from amounts on deposit in the Reserve Fund. Accordingly, fiduciaries of Benefit Plans should determine, in their particular circumstances, whether the prohibited transaction provisions of ERISA or the Code might be applicable to payments made from the Yield Supplement Account or from Fleetwood Credit under the Yield Supplement Agreement. The DOL issued Prohibited Transaction Class Exemption ("PTCE") 95-60 on July 12, 1995 in response to the United States Supreme Court decision John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank 114 S.Ct. 517 (1993), in which the Supreme Court held that assets held in an insurance company's general account may be deemed to be "plan assets" for ERISA purposes under certain circumstances. Subject to certain conditions, PTCE 95-60 provides general relief from the prohibited transaction rules that would otherwise be applicable to assets held in an insurance company's general account. Prospective insurance company purchasers should consult with their counsel to determine whether the decision in John Hancock, as modified by PTCE 95-60, affects their ability to make purchases of the Certificates. UNDERWRITING Under the terms and subject to the conditions contained in an Underwriting Agreement dated , 199 (the "Underwriting Agreement"), the Underwriters named below (the "Underwriters"), for whom is acting as representative (the "Representative") have severally but not jointly agreed to purchase from the Seller the following respective principal amounts of the Securities:
PRINCIPAL PRINCIPAL PRINCIPAL AMOUNT OF AMOUNT OF AMOUNT OF PRINCIPAL CLASS A-1 CLASS A-2 CLASS A-3 AMOUNT OF UNDERWRITERS NOTES NOTES NOTES CERTIFICATES ------------ --------- --------- --------- ------------ [Names of Underwriters]................ $ $ $ $ ---- ---- ---- ---- Total........................ $ $ $ $ ==== ==== ==== ====
The Underwriting Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent and that the Underwriters will be obligated to purchase all of the Securities if any are purchased. The Underwriters have advised the Seller that the Underwriters propose initially to offer the Securities to the public at the respective public offering prices set forth on the cover page of this Prospectus Supplement, and to certain dealers at such prices less a concession not in excess of % of the Class A-1 Note denominations, the Class A-2 Note denominations, the Class A-3 Note denominations and the Certificate denominations. The Underwriters may allow and such dealers may reallow a concession not in excess of % of the Class A-1 Note denominations, % of the Class A-2 Note denominations, % of the Class A-3 Note denominations and % of the Certificate denominations. After the initial public offering, the public offering prices and such concessions may be changed. The Underwriting Agreement provides that the Seller and Fleetwood Credit will jointly and severally indemnify the Underwriters against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the Underwriters may be required to make in respect thereof. Upon receipt of a request by an investor who has received an electronic Prospectus from an Underwriter or a request by such investor's representative within the period during which there is an obligation to deliver a Prospectus, the Seller or the Underwriters will promptly delver, or cause to be delivered, without charge, a paper copy of this Prospectus Supplement and the Prospectus. Until the distribution of the Securities is completed, rules of the Commission may limit the ability of the Underwriters and certain selling group members to bid for and purchase the Securities. As an exemption to these rules, the Underwriters are permitted to engage in certain transactions that stabilize the price of the Securities. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Securities. S-30 33 Neither the Seller nor any Underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of the Securities. In addition, neither the Seller nor any Underwriter makes any representation that the Underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice. LEGAL OPINIONS Certain legal matters relating to the Securities will be passed upon for the Seller by Timothy M. Hayes or Frederic C. Liskow, each a Vice President and Assistant General Counsel to Associates First Capital Corporation, the parent company of the Servicer. Mr. Hayes and Mr. Liskow each own shares of Class A Common Stock of Associates First Capital Corporation, and each have options to purchase additional shares of such Class A Common Stock. Arter & Hadden LLP, Washington, D.C. will act as special counsel to the Seller with respect to certain matters relating to the Securities, including certain federal income tax matters relating to the Securities. Brown & Wood LLP, San Francisco, California will act as counsel for the Underwriters. Brown & Wood LLP has from time to time represented Fleetwood Credit in certain matters not related to the offering of the Securities. S-31 34 INDEX OF TERMS Set forth below is a list of certain of the more significant terms used in this Prospectus Supplement and the pages on which the definitions of such terms may be found herein.
TERM PAGE ---- ------ Accelerated Principal Distribution Amount....... S-17 Additional Yield Supplement Account............. S-6 Additional Yield Supplement Amount.............. S-21 APR............................................. S-5 Auction Sale.................................... S-10 Available Amount................................ S-21 Available Funds................................. S-21 Calculation Agent............................... S-16 Cede............................................ S-19 Certificate Balance............................. S-18 Certificate Distribution Account................ S-13 Certificate Final Scheduled Distribution Date... S-4 Certificateholders' Distributable Amount........ S-23 Certificateholders' Interest Carryover Shortfall..................................... S-24 Certificateholders' Interest Distributable Amount........................................ S-23 Certificateholders' Monthly Interest Distributable................................. S-23 Amount Certificateholders' Monthly Principal Distributable Amount.......................... S-24 Certificateholders' Percentage.................. S-24 Certificateholders' Principal Carryover Shortfall..................................... S-24 Certificateholders' Principal Distributable Amount........................................ S-24 Certificates....................................S-1, S-3 Class A-1 Final Scheduled Distribution Date..... S-4 Class A-1 Notes.................................S-1, S-3 Class A-1 Rate.................................. S-7 Class A-2 Final Scheduled Distribution Date..... S-4 Class A-2 Notes.................................S-1, S-3 Class A-2 Rate.................................. S-7 Class A-3 Final Scheduled Distribution Date..... S-4 Class A-3 Notes.................................S-1, S-3 Class A-3 Rate.................................. S-7 Closing Date.................................... S-5 Code............................................ S-28 Collected Interest.............................. S-21 Collected Principal............................. S-21 Collection Account............................S-13, S-21 Collection Period............................... S-7 Commission...................................... S-2 Dealers......................................... S-4 Determination Date.............................. S-21 Distribution Accounts........................... S-13 Distribution Date............................... S-4 DTC............................................. S-19 ERISA........................................... S-11 Final Scheduled Distribution Dates.............. S-4 Financed Vehicles...............................S-1, S-4 Fleetwood Credit................................ S-3 Funding Period.................................. S-5 Indenture....................................... S-3 Indenture Trustee............................... S-3 Initial Cutoff Date.............................S-1, S-4 Initial Financed Vehicles.......................S-1, S-4 Initial Receivables.............................S-1, S-4 Interest Period................................. S-7 Interest Rates.................................. S-7 LIBOR........................................... S-16 LIBOR Determination Date........................ S-16 London Banking Day.............................. S-16 Mandatory Prepayment............................ S-19 Mandatory Redemption............................ S-17 Maximum Initial Yield Supplement Amount..S-6, S-20, S-21
TERM PAGE ---- ------ Maximum Subsequent Yield Supplement Amount.....S-6, S-21 Maximum Yield Supplement Amount.......................................S-6, S-21 Monthly Principal Payment....................... S-22 Moody's......................................... S-10 Negative Carry Amount........................... S-21 Note Distribution Account....................... S-13 Noteholders' Distributable Amount............... S-22 Noteholders' Interest Carryover Shortfall....... S-23 Noteholders' Interest Distributable Amount...... S-22 Noteholders' Monthly Interest Distributable Amount........................................ S-23 Noteholders' Monthly Principal Distributable Amount........................................ S-23 Noteholders' Percentage......................... S-23 Noteholders' Principal Carryover Shortfall...... S-23 Noteholders' Principal Distributable Amount...S-17, S-23 Notes...........................................S-1, S-3 Optional Purchase............................... S-10 Original Certificate Balance.................... S-18 Original Pool Balance........................... S-10 Owner Certificate Distribution Account.......... S-13 Owner Certificates.............................. S-3 Owner Collection Account........................ S-13 Owner Trust..................................... S-3 Owner Trustee................................... S-3 Pass-Through Rate............................... S-8 Payment Date.................................... S-4 Plan............................................ S-29 Pool Balance.................................... S-13 Pre-Funded Amount............................... S-5 Pre-Funded Percentage........................... S-18 Pre-Funding Account.............................S-1, S-5 Rating Agencies................................. S-10 Rating Event.................................... S-8 Realized Losses................................. S-18 Receivables.....................................S-1, S-4 Receivables Purchase Agreement.................. S-5 Record Date..................................... S-4 Redemption Price................................ S-18 Required Rate..................................S-6, S-20 Reserve Fund.................................... S-9 Sale and Servicing Agreement.................... S-4 Securities......................................S-1, S-3 Seller..........................................S-1, S-3 Servicer........................................ S-3 Servicer Payment................................ S-7 Specified Reserve Fund Balance.................S-9, S-25 Standard & Poor's............................... S-10 Subsequent Cutoff Date.......................... S-5 Subsequent Financed Vehicles....................S-1, S-4 Subsequent Receivables..........................S-1, S-4 Subsequent Transfer Date........................ S-5 Transfer Agreement.............................. S-5 Trust...........................................S-1, S-3 Trust Agreement................................. S-3 Underwriting Agreement.......................... S-30 Yield Supplement Account........................ S-6 Yield Supplement Account Initial Deposit........ S-6 Yield Supplement Agreement...................... S-6 Yield Supplement Amount........................S-6, S-20 Yield Supplement Deposit Amount................. S-22
S-32 35 ====================================================== NO DEALER, SALESMAN OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE SELLER, THE SERVICER OR THE UNDERWRITERS. NEITHER THIS PROSPECTUS NOR THE PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
PAGE ----- Reports to Securityholders...................... S-2 Summary......................................... S-3 Formation of the Trust.......................... S-19 Property of the Trust........................... S-20 The Receivables................................. S-21 Maturity, Prepayment and Yield Considerations... S-24 The Notes....................................... S-25 The Certificates................................ S-28 Certain Information Regarding the Securities.... S-30 Certain Federal Income Tax Consequences......... S-44 ERISA Considerations............................ S-44 Underwriting.................................... S-47 Legal Opinions.................................. S-48 Index of Terms.................................. S-49 PROSPECTUS Available Information........................... 2 Incorporation of Certain Documents by Reference..................................... 2 Summary......................................... 3 Formation of the Trusts......................... 18 Property of the Trusts.......................... 19 The Receivables................................. 21 Yield Considerations............................ 25 Pool Factors and Trading Information............ 26 Use of Proceeds................................. 27 The Seller...................................... 27 The Servicer.................................... 27 The Notes....................................... 28 The Owner Certificates.......................... 34 The Grantor Certificates........................ 35 Certain Information Regarding the Securities.... 37 Certain Legal Aspects of the Receivables........ 71 Certain Federal Income Tax Consequences......... 80 ERISA Considerations............................ 99 Plan of Distribution............................ 100 Legal Opinions.................................. 101 Index of Terms.................................. 102
--------------- UNTIL , 199 , ALL DEALERS EFFECTING TRANSACTIONS IN THE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTION. ====================================================== ====================================================== $ FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST $ % ASSET BACKED NOTES, CLASS A-1 $ FLOATING RATE ASSET BACKED NOTES, CLASS A-2 $ % ASSET BACKED NOTES, CLASS A-3 $ % ASSET BACKED CERTIFICATES FLEETWOOD CREDIT RECEIVABLES CORP. SELLER FLEETWOOD CREDIT CORP. SERVICER AND A WHOLLY OWNED SUBSIDIARY OF ASSOCIATES FIRST CAPITAL CORPORATION ------------------------------------ PROSPECTUS SUPPLEMENT ------------------------------------ [UNDERWRITERS] ====================================================== 36 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOLD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STAT. SUBJECT TO COMPLETION, DATED APRIL 1, 1998 PROSPECTUS SUPPLEMENT (TO PROSPECTUS DATED , 1998) $ FLEETWOOD CREDIT RV RECEIVABLES 199- GRANTOR TRUST $ % ASSET BACKED CERTIFICATES, CLASS A $ % ASSET BACKED CERTIFICATES, CLASS B FLEETWOOD CREDIT RECEIVABLES CORP. SELLER FLEETWOOD CREDIT CORP. SERVICER AND A WHOLLY OWNED SUBSIDIARY OF ASSOCIATES FIRST CAPITAL CORPORATION --------------------- The Fleetwood Credit RV Receivables 199- Grantor Trust Asset Backed Certificates (the "Certificates") will consist of one class of senior certificates (the "Class A Certificates") and one class of subordinated certificates (the "Class B Certificates"). Principal, and interest to the extent of the Class A Pass-Through Rate of % per annum, and the Class B Pass-Through Rate of % per annum, will be distributed to the Class A Certificateholders and Class B Certificateholders, respectively, on the 15th day of each month (or, if such day is not a Business Day, on the next succeeding Business Day), beginning , 199 . The Final Scheduled Distribution Date will be the Distribution Date. The Class A Certificates and the Class B Certificates will respectively evidence in the aggregate undivided ownership interests of % and % of the Fleetwood Credit RV Receivables 199 - Grantor Trust (the "Trust"). The Trust will be formed pursuant to a Pooling and Servicing Agreement to be entered into among Fleetwood Credit Receivables Corp., as Seller (the "Seller"), Fleetwood Credit Corp., as Servicer ("Fleetwood Credit" or, in its capacity as Servicer, the "Servicer"), and , as Trustee (the "Trustee"). The rights of the Class B Certificateholders to receive distributions of interest and principal will be subordinated to the rights of the Class A Certificateholders to the limited extent described herein. The property of the Trust will primarily include a pool of simple interest retail installment sale contracts (the "Initial Receivables") secured by new and used recreational vehicles (the "Initial Financed Vehicles"), certain monies due under the Initial Receivables on and after 1, 199 , security interests in the Initial Financed Vehicles, monies on deposit in a trust account (the "Pre-Funding Account") to be established with the Trustee and certain other property, as more fully described herein. From time to time on or before , 199 , additional simple interest retail installment sale contracts (the "Subsequent Receivables" and, together with the Initial Receivables, the "Receivables") secured by new and used recreational vehicles (the "Subsequent Financed Vehicles" and, together with the Initial Financed Vehicles, the "Financed Vehicles"), will be purchased by the Trust from the Seller from monies on deposit in the Pre-Funding Account. In each case, the Receivables, including the security interests in the related Financed Vehicles, will be purchased by the Seller from Fleetwood Credit concurrently with their conveyance to the Trust. See "Property of the Trust" herein. There currently is no secondary market for either Class of Certificates and there is no assurance that one will develop. The Underwriters expect, but will not be obligated, to make a market in each Class of Certificates. There is no assurance that any such market will develop, or if one does develop, that it will continue or provide sufficient liquidity. --------------------- THE CERTIFICATES WILL REPRESENT INTERESTS IN THE TRUST AND WILL NOT REPRESENT INTERESTS IN OR OBLIGATIONS OF FLEETWOOD CREDIT RECEIVABLES CORP., FLEETWOOD CREDIT CORP., ASSOCIATES FIRST CAPITAL CORPORATION, THE TRUSTEE OR ANY OF THEIR RESPECTIVE AFFILIATES. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
=========================================================================================================================== UNDERWRITING PRICE TO DISCOUNTS AND PROCEEDS TO THE PUBLIC(1) COMMISSIONS SELLER(1)(2) - --------------------------------------------------------------------------------------------------------------------------- Per Class A Certificate......................... % % % - --------------------------------------------------------------------------------------------------------------------------- Per Class B Certificate......................... % % % - --------------------------------------------------------------------------------------------------------------------------- Total.................................. $ $ $ ===========================================================================================================================
(1) Plus accrued interest from 1, 199 . (2) Before deduction of expenses payable by the Seller estimated at $ . --------------------- The Class A Certificates and Class B Certificates are offered by the several Underwriters when, as and if issued and accepted by them, and subject to their right to reject orders in whole or in part. It is expected that delivery of the Certificates, in book-entry form will be made through the facilities of The Depository Trust Company on or about , 199 , against payment in immediately available funds. --------------------- [UNDERWRITERS] --------------------- The date of this Prospectus Supplement is , 199 . 37 THIS PROSPECTUS SUPPLEMENT DOES NOT CONTAIN COMPLETE INFORMATION ABOUT THE OFFERING OF THE CERTIFICATES. ADDITIONAL INFORMATION IS CONTAINED IN THE ACCOMPANYING PROSPECTUS (THE "PROSPECTUS"), AND PROSPECTIVE INVESTORS ARE URGED TO READ BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS IN FULL. SALES OF THE CERTIFICATES MAY NOT BE CONSUMMATED UNLESS THE PURCHASER HAS RECEIVED BOTH THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. TO THE EXTENT ANY STATEMENTS IN THIS PROSPECTUS SUPPLEMENT CONFLICT WITH STATEMENTS IN THE PROSPECTUS, THE STATEMENTS IN THIS PROSPECTUS SUPPLEMENT SHALL CONTROL. Certain persons participating in this offering may engage in transactions that stabilize, maintain or otherwise affect the price of either Class of Certificates. Such transactions may including stabilizing. For a description of these activities, see "Underwriting." UNTIL , 199 , ALL DEALERS EFFECTING TRANSACTIONS IN THE CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. UPON RECEIPT OF A REQUEST BY AN INVESTOR, OR SUCH INVESTOR'S REPRESENTATIVE, WITHIN THE PERIOD DURING WHICH THERE IS A PROSPECTUS DELIVERY OBLIGATION, THE SELLER OR THE UNDERWRITERS WILL PROMPTLY DELIVER, OR CAUSE TO BE DELIVERED, WITHOUT CHARGE AND IN ADDITION TO SUCH DELIVERY REQUIREMENTS, A PAPER COPY OF THE PROSPECTUS OR A PROSPECTUS ENCODED IN AN ELECTRONIC FORMAT. --------------------- REPORTS TO CERTIFICATEHOLDERS , as Trustee, will provide to Certificateholders (which shall be Cede & Co. as the nominee of The Depository Trust Company unless Definitive Certificates are issued under the limited circumstances described in the Prospectus) unaudited monthly and annual reports concerning the Receivables. See "Certain Information Regarding the Securities -- Statements to Securityholders" and "-- Evidence as to Compliance" in the Prospectus. Such reports will not constitute financial statements prepared in accordance with generally accepted accounting principles. The Seller, as originator of the Trust, will file with the Securities and Exchange Commission (the "Commission") such periodic reports as are required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder. S-2 38 SUMMARY This Summary is qualified in its entirety by reference to the detailed information appearing elsewhere herein and in the accompanying Prospectus. Certain capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto elsewhere in this Prospectus Supplement, or to the extent not defined herein, shall have the meanings ascribed thereto in the Prospectus. See the Index of Terms for the location herein of certain capitalized terms. Trust...................... Fleetwood Credit RV Receivables 199 - Grantor Trust (the "Trust"). The Trust will be a "Grantor Trust" for purposes of the Prospectus. Seller..................... Fleetwood Credit Receivables Corp. (the "Seller"), a wholly owned, limited purpose subsidiary of Fleetwood Credit Corp. See "The Seller" in the Prospectus. Servicer................... Fleetwood Credit Corp. ("Fleetwood Credit" or, in its capacity as Servicer, the "Servicer"), a wholly owned subsidiary of Associates First Capital Corporation. See "The Servicer" in the Prospectus. Securities Offered......... The Fleetwood Credit RV Receivables 199 - Grantor Trust Asset Backed Certificates (the "Certificates") will consist of one class of senior certificates (the "Class A Certificates") and one class of subordinated certificates (the "Class B Certificates"). The Certificates will be "Grantor Certificates", the Class A Certificates will be "Senior Certificates" and the Class B Certificates will be "Subordinated Certificates" for purposes of the Prospectus. Each Certificate will represent a fractional undivided interest in the Trust. The property of the Trust will consist primarily of a pool of simple interest retail installment sale contracts (the "Initial Receivables") secured by the new and used recreational vehicles financed thereby (the "Initial Financed Vehicles"), certain monies due under the Initial Receivables on and after 1, 199 (the "Initial Cutoff Date"), security interests in the Initial Financed Vehicles, an interest bearing account initially established with the Trustee (the "Certificate Account") and the proceeds thereof, proceeds from claims under certain insurance policies in respect of individual Initial Financed Vehicles or the related Obligors, certain rights under a pooling and servicing agreement to be dated as of 1, 199 (the "Agreement"), among the Seller, the Servicer and , as trustee (the "Trustee"), and amounts on deposit in a trust account established for the benefit of the Certificateholders (the "Pre-Funding Account"). The Agreement will be a "Pooling and Servicing Agreement" and the Trustee will be a "Grantor Trustee" for purposes of the Prospectus. From time to time on or before , 199 , additional simple interest retail installment sale contracts (the "Subsequent Receivables" and, together with the Initial Receivables, the "Receivables") secured by the new and used recreational vehicles financed thereby (the "Subsequent Financed Vehicles" and, together with the Initial Financed Vehicles, the "Financed Vehicles"), certain monies due under the Subsequent Receivables after the related Subsequent Cutoff Dates, security interests in the related Subsequent Financed Vehicles and proceeds from claims under certain insurance policies in respect of individual Subsequent Financed Vehicles or the related Obligors will be purchased by the Trust from the Seller from monies on deposit in the Pre-Funding Account. See "Property of the Trust" herein. S-3 39 The Class A Certificates will evidence in the aggregate an undivided ownership interest (the "Class A Percentage") of % of the Trust (initially representing $ ) and the Class B Certificates will evidence in the aggregate an undivided ownership interest (the "Class B Percentage") of % of the Trust (initially representing $ ). The Class B Certificates will be subordinated to the Class A Certificates to the limited extent described herein. The Certificates will be issued pursuant to the Agreement in denominations of $1,000 and integral multiples thereof in book-entry form. Definitive Certificates will be issued only under the limited circumstances described in the Prospectus. See "Certain Information Regarding the Securities -- Book-Entry Registration" and "-- Definitive Certificates" in the Prospectus. Class A Pass-Through Rate....................... % per annum, calculated on the basis of a 360-day year consisting of twelve 30-day months (the "Class A Pass-Through Rate"), payable monthly. Class B Pass-Through Rate....................... % per annum, calculated on the basis of a 360-day year consisting of twelve 30-day months (the "Class B Pass-Through Rate"), payable monthly. The Receivables............ The Receivables arise from simple interest retail installment sale contracts originated by dealers in new and used recreational vehicles (the "Dealers") which are purchased by Fleetwood Credit. All of the Receivables will be selected from the contracts owned by Fleetwood Credit based upon the criteria described in the Prospectus under "The Receivables" and "Certain Information Regarding the Securities -- Sale and Assignment of the Receivables". On or before the date of initial issuance of the Certificates (the "Closing Date"), Fleetwood Credit will sell the Initial Receivables to the Seller pursuant to a receivables purchase agreement to be dated as of 1, 199 (the "Receivables Purchase Agreement") between the Seller and Fleetwood Credit. The Seller will, in turn, sell the Initial Receivables to the Trust pursuant to the Agreement. As of the Initial Cutoff Date, the Initial Receivables had an aggregate principal balance of $ , a weighted average annual percentage rate (the "APR") of %, a weighted average original maturity of months and a weighted average remaining maturity of months. From time to time during the Funding Period, pursuant to the Receivables Purchase Agreement, Fleetwood Credit will be obligated to sell, and the Seller will be obligated to purchase, Subsequent Receivables at a purchase price equal to the aggregate principal amount thereof as of a date in the related month of transfer designated by Fleetwood Credit and the Seller (each, a "Subsequent Cutoff Date"). Pursuant to the Agreement and one or more transfer agreements (each, a "Transfer Agreement") among the Seller, the Servicer and the Trustee, and subject to the satisfaction of certain conditions described herein and in the Prospectus under "Certain Information Regarding the Securities -- Sale and Assignment of the Receivables", the Seller will in turn sell the Subse- S-4 40 quent Receivables to the Trust at a purchase price equal to the amount paid by the Seller to Fleetwood Credit for such Subsequent Receivables, which purchase price shall be paid from monies on deposit in the Pre-Funding Account. The aggregate principal balance of the Subsequent Receivables to be conveyed to the Trust during the Funding Period will not exceed $ (i.e., % of the sum of the Original Class A Certificate Balance and the Original Class B Certificate Balance). Subsequent Receivables will be transferred from Fleetwood Credit to the Seller and from the Seller to the Trust on the Business Day specified by Fleetwood Credit and the Seller during the month in which the related Subsequent Cutoff Date occurs (each, a "Subsequent Transfer Date"). The Pre-Funding Account.... The Pre-Funding Account will be established by Fleetwood Credit, maintained as a trust account with the Trustee and is designed solely to hold funds to be applied by the Trustee during the Funding Period to pay to the Seller the purchase price for Subsequent Receivables. Monies on deposit in the Pre-Funding Account will not be available to cover losses on or in respect of the Receivables. The Pre-Funding Account will be created with an initial deposit by the Seller of $ (the "Pre-Funded Amount"). The "Funding Period" will be the period from the Closing Date until the earliest to occur of (i) the date on which the remaining Pre-Funded Amount is less than $100,000, (ii) the date on which an Event of Default or Servicer Default occurs or (iii) the close of business on , 199 . During the Funding Period, on one or more Subsequent Transfer Dates, the Trustee will use the Pre-Funded Amount to purchase Subsequent Receivables from the Seller. The Seller expects that the Pre-Funded Amount will be reduced to less than $100,000 by the , 199 Distribution Date, although no assurances can be given in this regard. Any portion of the Pre-Funded Amount remaining on deposit in the Pre-Funding Account at the end of the Funding Period will be payable as principal to Certificateholders in accordance with their respective Class Percentages. See "The Certificates -- The Pre-Funding Account; Mandatory Prepayment of the Certificates" herein. The Yield Supplement Account; The Yield Supplement Agreement..... Fleetwood Credit will establish a yield supplement account with the Trustee for the benefit of the Certificateholders (the "Yield Supplement Account"). The Yield Supplement Account is designed solely to hold funds to be applied by the Trustee to provide payments to the Certificateholders in respect of Receivables the APR of which is less than the sum of (i) the weighted average of the Class A Pass-Through Rate and the Class B Pass-Through Rate and (ii) the Servicing Fee Rate (the "Required Rate"). The Yield Supplement Account will be created with an initial deposit by Fleetwood Credit (the "Yield Supplement Account Initial Deposit") in an amount to be specified in the Agreement. The Yield Supplement Account Initial Deposit will equal the aggregate amount (which amount may be discounted at a rate to be specified in the Agreement) by which interest on the Principal Balance of each Initial Receivable for the period commencing on the Initial Cutoff Date and ending with the scheduled maturity of each Receivable, assuming that payments on such Receiv- S-5 41 ables are made as scheduled and no prepayments are made, at a rate equal to the Required Rate, exceeds interest on such Principal Balances at the APR of each such Receivable (the "Yield Supplement Amount" and, with respect to the Initial Receivables, the "Maximum Initial Yield Supplement Amount"). Fleetwood Credit, the Seller and the Trustee will enter into a yield supplement agreement to be dated as of 1, 199 (the "Yield Supplement Agreement") pursuant to which on each Subsequent Transfer Date Fleetwood Credit will deposit an amount (which amount may be discounted at a rate to be specified in the Agreement), if any, into the Yield Supplement Account (the "Additional Yield Supplement Amount") equal to the aggregate Yield Supplement Amounts in respect of the related Subsequent Receivables for the period commencing with the related Subsequent Cutoff Date and ending with the scheduled maturity of each related Subsequent Receivable, assuming that payments on such Receivables are made as scheduled and no prepayments are made. The aggregate Additional Yield Supplement Amounts in respect of the Subsequent Receivables is referred to herein as the "Maximum Subsequent Yield Supplement Amount" and, together with the Maximum Initial Yield Supplement Amount, the "Maximum Yield Supplement Amount." See "The Certificates -- The Yield Supplement Account; The Yield Supplement Agreement" herein. Distribution Dates......... The 15th day of each month (or, if such day is not a Business Day, the next succeeding Business Day), beginning , 199 . The final scheduled Distribution Date (the "Final Scheduled Distribution Date") will be the Distribution Date. Interest................... On each Distribution Date, the Trustee will distribute to holders of record of (i) the Class A Certificates (the "Class A Certificateholders") as of the day immediately preceding such Distribution Date or, if Definitive Certificates are issued, the last day of the immediately preceding calendar month (each such date, a "Record Date"), interest in an amount equal to one-twelfth of the product of the Class A Pass-Through Rate, calculated on the basis of a 360-day year consisting of twelve 30-day months, and the Class A Certificate Balance as of the immediately preceding Distribution Date (after giving effect to distributions of principal made on such immediately preceding Distribution Date), and (ii) the Class B Certificates (the "Class B Certificateholders" and, together with the Class A Certificateholders, the "Certificateholders") as of the related Record Date, interest in an amount equal to one-twelfth of the product of the Class B Pass-Through Rate, calculated on the basis of a 360-day year consisting of twelve 30-day months, and the Class B Certificate Balance as of the immediately preceding Distribution Date (after giving effect to reductions in the Class B Certificate Balance made on such immediately preceding Distribution Date). In the case of the first Distribution Date, the Trustee will distribute to Certificateholders of record as of the related Record Date interest in an amount equal to (a) the product of (i) the Class A Pass-Through Rate or Class B Pass-Through Rate, as the case may be, (ii) the Original Class A Certificate Balance or Original Class B Certificate Balance, as the case may be, and (iii) the number of days from and including the Closing Date to but excluding such Distribution S-6 42 Date, (b) divided by 360. The rights of the Class B Certificateholders to receive distributions of interest, to the extent of collections on or in respect of the Receivables allocable to interest and certain available amounts on deposit in the Reserve Fund and the Yield Supplement Account, will be subordinated to the rights of Class A Certificateholders to receive distributions of interest but will not be subordinated to the rights of Class A Certificateholders to receive distributions of principal, as described herein. The "Class A Certificate Balance" will initially equal $ (the "Original Class A Certificate Balance") and on any Distribution Date will equal the Original Class A Certificate Balance, reduced by all distributions of principal actually made on or prior to such Distribution Date to Class A Certificateholders. The "Class B Certificate Balance" will initially equal $ (the "Original Class B Certificate Balance") and on any Distribution Date will equal the Original Class B Certificate Balance, reduced by (i) all distributions of principal actually made on or prior to such Distribution Date to Class B Certificateholders and (ii) Realized Losses allocable to the Class B Certificates. See "The Certificates -- Distributions on the Certificates" herein. Principal.................. On each Distribution Date, the Trustee will distribute pro rata (i) to Class A Certificateholders of record as of the related Record Date an amount equal to the Class A Percentage of all payments received by the Servicer during the immediately preceding calendar month (each, a "Collection Period") allocable to principal on or in respect of the Receivables and (ii) to Class B Certificateholders of record as of the related Record Date an amount equal to the Class B Percentage of all payments received by the Servicer during the related Collection Period allocable to principal on or in respect of the Receivables. The rights of the Class B Certificateholders to receive distributions of principal will be subordinated to the rights of the Class A Certificateholders to receive distributions of interest and principal to the limited extent described herein. Mandatory Prepayment....... The Certificates will be prepaid in part on the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date) in the event that any portion of the Pre-Funded Amount remains on deposit in the Pre-Funding Account after giving effect to the acquisition by the Seller and sale to the Trust of all Subsequent Receivables, including any such acquisition and conveyance on the date on which the Funding Period ends (a "Mandatory Prepayment"). The amount to be distributed to Certificateholders of either Class in connection with any Mandatory Prepayment will equal the Class A Percentage or the Class B Percentage, as the case may be, multiplied by the remaining Pre-Funded Amount. See "The Certificates -- The Pre-Funded Account; Mandatory Prepayment of the Certificates" herein. Subordination of the Class B Certificates............. The rights of the Class B Certificateholders to receive distributions with respect to the Receivables will be subordinated to the rights of the Class A Certificateholders to the limited extent described herein. This subordination is intended to enhance the likelihood of timely receipt by S-7 43 Class A Certificateholders of the full amount of interest and principal required to be paid to them, and to afford such Class A Certificateholders limited protection against losses in respect of the Receivables. No distribution will be made to the Class B Certificateholders on any Distribution Date in respect of (i) interest until the full amount of interest on the Class A Certificates payable on such Distribution Date has been distributed to the Class A Certificateholders and (ii) principal until the full amount of interest on and principal of the Class A Certificates payable on such Distribution Date has been distributed to the Class A Certificateholders. Distributions of interest on the Class B Certificates, to the extent of collections on or in respect of the Receivables allocable to interest and certain available amounts on deposit in the Reserve Fund and the Yield Supplement Account, will not be subordinated to the payment of principal on the Class A Certificates. The protection afforded to the Class A Certificateholders by the subordination feature described above will be effected both by the preferential right of the Class A Certificateholders to receive, to the extent described herein, current distributions from collections on or in respect of the Receivables and by the establishment of the Reserve Fund. The Reserve Fund........... The Certificateholders will be afforded certain limited protection, to the extent described herein, against losses in respect of the Receivables by the establishment of a segregated trust account held by the Trustee for the benefit of Certificateholders (the "Reserve Fund"). The Reserve Fund will not be part of the Trust. The Reserve Fund will be funded by the Seller on the Closing Date in an amount equal to $ plus an amount attributable to the maximum aggregate Negative Carry Amount. Thereafter, on each Distribution Date all Excess Amounts, if any, will be deposited from time to time in the Reserve Fund to the extent necessary to maintain the Reserve Fund at an amount to be specified in the Agreement (the "Specified Reserve Fund Balance"). "Excess Amounts" in respect of a Distribution Date will be all interest collections on or in respect of the Receivables on deposit in the Certificate Account in respect of such Distribution Date, after the Servicer has been reimbursed for any outstanding Advances and has been paid the Servicing Fee (including any unpaid Servicing Fees with respect to one or more prior Collection Periods) and after giving effect to all distributions of interest and principal required to be made to the Class A and Class B Certificateholders on such Distribution Date. The Specified Reserve Fund Balance for the first Distribution Date will be $ plus an amount attributable to the maximum aggregate Negative Carry Amount, and on any Distribution Date thereafter will be calculated as described herein under "The Certificates -- The Reserve Fund". On each Distribution Date, funds will be withdrawn from the Reserve Fund for distribution, first, to Class A Certificateholders to the extent of shortfalls in the amounts available to make required distributions of interest on the Class A Certificates, second, to Class B Certificateholders to the extent of shortfalls in the amounts available to make required distributions of interest on the Class B Certificates, third, to Class A Certificateholders to the extent of shortfalls in the amounts available to make required distributions of principal on the Class A Certificates and fourth, to Class B Certificateholders to the extent of S-8 44 shortfalls in the amounts available to make required distributions of principal on the Class B Certificates. In addition, on each Distribution Date relating to the Funding Period, the Negative Carry Amount, if any, will be withdrawn from the Reserve Fund and deposited into the Certificate Account. On each Distribution Date, after giving effect to all distributions made on such Distribution Date, any amounts in the Reserve Fund in excess of the Specified Reserve Fund Balance will be distributed to the Seller and upon such distribution the Certificateholders will have no further rights in, or claims to, such amounts. Notwithstanding the foregoing, during the Funding Period, all Excess Amounts will be deposited into the Reserve Fund and will not be paid to the Seller until the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date). See "The Certificates -- The Reserve Fund" herein. Advances; Non-Reimbursable Payments................. On the Business Day immediately preceding each Distribution Date, the Servicer will advance, in respect of each Receivable, an amount equal to all interest at the related APR which accrued in respect of such Receivable from the last day upon which a payment was made on such Receivable through the last day of the related Collection Period. The Servicer will be required to make an Advance only to the extent it determines, in its reasonable judgment, such Advance will be recoverable from future payments and collections on or in respect of the Receivables or otherwise. See "Summary -- Advances" and "Certain Information Regarding the Securities -- Certain Payments by the Servicer" in the Prospectus. Termination................ If none of the Seller, the Servicer or any successor to the Servicer exercises its optional termination right within 90 days after the last day of the Collection Period as of which such right can first be exercised, the Trustee shall solicit bids for the purchase of all Receivables remaining in the Trust. In the event that satisfactory bids are received as described herein under "The Certificates -- Termination", the sale proceeds will be distributed to Certificateholders on the second Distribution Date succeeding the last day of such Collection Period. If satisfactory bids are not received, the Trustee shall decline to sell the Receivables and shall not be under any obligation to solicit any further bids or otherwise negotiate any further sale of the Receivables. Ratings.................... It is a condition to the issuance of the Certificates that the Class A Certificates be rated Aaa by Moody's Investors Service, Inc. ("Moody's") and AAA by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's" and, together with Moody's, the "Rating Agencies") and the Class B Certificates be rated Baa2 by Moody's and A by Standard & Poor's. The ratings of each Class of Certificates will be based primarily on the value of the Initial Receivables, the Pre-Funding Account, the terms of the Certificates and the Reserve Fund. The foregoing ratings do not address the likelihood that the Certificates will be retired following the sale of the Receivables by the Trustee as described above under "Termination". S-9 45 There is no assurance that any rating will not be lowered or withdrawn by the assigning Rating Agency if, in its judgment, circumstances so warrant. In the event that the rating initially assigned to the Class A Certificates or the Class B Certificates is subsequently lowered or withdrawn for any reason, no person or entity will be obligated to provide any additional credit enhancement with respect to such Certificates. There can be no assurance whether any other rating agency will rate the Class A Certificates or the Class B Certificates, or if one does, what rating would be assigned by any such other rating agency. A security rating is not a recommendation to buy, sell or hold securities. Tax Status................. In the opinion of special federal income tax counsel to the Seller, the Trust will be classified as a grantor trust for federal income tax purposes and not as an association taxable as a corporation. For federal income tax purposes, the Certificateholders will be considered to own stripped bonds and stripped coupons. See "Certain Federal Income Tax Consequences" herein and "Certain Federal Income Tax Consequences -- Tax Characterization of Grantor Trusts" in the Prospectus. Certificateholders should consult their own tax advisors as to the proper treatment of original issue discount with respect to the Receivables and the application of the stripped bond rules. ERISA Considerations....... Subject to the conditions described herein, the Class A Certificates may be purchased by employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA"). BECAUSE THE CLASS B CERTIFICATES WILL BE SUBORDINATED TO THE CLASS A CERTIFICATES, EMPLOYEE BENEFIT PLANS SUBJECT TO ERISA WILL NOT BE ELIGIBLE TO PURCHASE CLASS B CERTIFICATES. Any benefit plan fiduciary considering purchase of the Certificates should, among other things, consult with its counsel in determining whether all required conditions have been satisfied. See "ERISA Considerations" herein and in the Prospectus. S-10 46 FORMATION OF THE TRUST The Seller will establish the Trust by selling and assigning the property of the Trust to the Trustee in exchange for the Certificates. The Servicer will service the Receivables pursuant to the Agreement and will be compensated for acting as such. See "The Certificates -- Servicing Compensation" herein. To facilitate servicing and to minimize administrative burden and expense, the Servicer will be appointed custodian for the Receivables by the Trustee, but will not stamp the Receivables to reflect the sale and assignment of the Receivables to the Trust, amend the certificates of title of the Financed Vehicles or execute any transfer instrument (including, among other instruments, UCC-3 assignments) relating to any Financed Vehicles. Consequently, in some states, in the absence of such amendments and actions, the Trustee will have certain risks with respect to its security interests in the Financed Vehicles. See "Certain Legal Aspects of the Receivables" in the Prospectus. If the protection provided to (i) the Class A Certificateholders by the subordination of the Class B Certificates and by the Reserve Fund and (ii) the Class B Certificateholders by the Reserve Fund is insufficient, the Trust will look only to payments made by or on behalf of the Obligors on or in respect of the Receivables, the proceeds from the repossession and sale of Financed Vehicles securing Defaulted Receivables and the proceeds of Dealer repurchase obligations, if any, more fully described below under "Property of the Trust", to make distributions on the Certificates. In such event, certain factors, such as the failure of the Trustee to possess first perfected security interests in the Financed Vehicles, may limit the ability of the Trust to realize on the collateral securing the Receivables or may limit the amount realized to less than the amount due by the related Obligors. Certificateholders may thus be subject to delays in payment and may incur losses on their investment in the Certificates as a result of defaults or delinquencies by Obligors and depreciation in the value of the related Financed Vehicles. The rights of the Class B Certificateholders to receive distributions of principal will be subordinated to the rights of the Class A Certificateholders to receive distributions of interest and principal to the extent described herein. See "The Certificates -- Subordination of the Class B Certificates" herein and "Certain Legal Aspects of the Receivables" in the Prospectus. PROPERTY OF THE TRUST Each Certificate will represent a fractional undivided interest in the Trust. The property of the Trust will include a pool of simple interest retail installment sale contracts, originated on or before , 199 (in the case of the Initial Receivables) and on or before , 199 (in the case of the Subsequent Receivables), between Dealers in new and used recreational vehicles, manufactured primarily by Fleetwood Enterprises, Inc. ("Fleetwood Enterprises"), and retail purchasers of those vehicles (the "Obligors"), and certain monies due thereunder on and after the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be, and amounts on deposit in the Pre-Funding Account. The Initial Receivables were, and the Subsequent Receivables will be, originated by Dealers and subsequently assigned to Fleetwood Credit. Such Receivables will be serviced by Fleetwood Credit and evidence the indirect financing made available by Fleetwood Credit to the Obligors. On or before the Closing Date, Fleetwood Credit will sell the Initial Receivables to the Seller which, in turn, will sell them to the Trust, which will be formed as described herein under "Formation of the Trust" and in the Prospectus under "Formation of the Trusts". It is anticipated that Subsequent Receivables will be conveyed to the Trust on one or more Subsequent Transfer Dates during the Funding Period. Neither the Seller nor the Servicer may substitute any other retail installment sale contract for any Receivable sold to the Trust during the term of the Agreement. The assets of the Trust will also include: (i) such amounts as from time to time may be held in the Certificate Account, an interest bearing trust account to be established and maintained by the Servicer with the Trustee pursuant to the Agreement; (ii) security interests in the Financed Vehicles and any accessions thereto; (iii) the right to proceeds from physical damage, credit life and disability insurance policies, if any, covering individual Financed Vehicles or Obligors, as the case may be; (iv) the right to receive proceeds of Dealer repurchase obligations, if any; (v) any Servicer Letter of Credit; (vi) the rights of the Seller under the Receivables Purchase Agreement and the Yield Supplement Agreement; and (vii) any and all proceeds of the foregoing. The Reserve Fund and the S-11 47 Yield Supplement Account will be maintained with the Trustee for the benefit of the Certificateholders, but will not be property of the Trust. The "Pool Balance" will be calculated as described in the Prospectus under "Property of the Trusts" and will be increased during the Funding Period by the principal amount (not to exceed $ ) of Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates. Coincident with each such transfer of Subsequent Receivables, the Yield Supplement Agreement will require Fleetwood Credit to deposit into the Yield Supplement Account an amount equal to the Additional Yield Supplement Amount, if any, in respect of such Subsequent Receivables. Any such additions of Subsequent Receivables will be conditioned on the compliance with the procedures described in the Receivables Purchase Agreement and the Agreement. Each conveyance of Subsequent Receivables also will be subject to the conditions described under "Certain Information Regarding the Securities -- Sale and Assignment of Receivables -- The Subsequent Receivables" in the Prospectus, and to the following additional conditions, among others: (i) the weighted average APR of the Receivables (including the related Subsequent Receivables) is not less than % and (ii) the weighted average remaining term of the Receivables (including the Subsequent Receivables) as of the related Subsequent Transfer Date is not greater than months. Because the Subsequent Receivables will be originated after the Initial Receivables, following their conveyance to the Trust, the characteristics of the Receivables, including the Subsequent Receivables, may vary from those of the Initial Receivables. The Seller expects that the principal balances of the Subsequent Receivables to be added to the Trust will require application of the entire Pre-Funded Amount by , 199 ; however, there can be no assurance that a sufficient amount of Subsequent Receivables will be available for such purpose. If the Pre-Funded Amount has not been reduced to zero by the end of the Funding Period, the remaining portion thereof will be distributed to Certificateholders as a prepayment of principal as described herein under "The Certificates -- The Pre-Funding Account; Mandatory Prepayment of the Certificates." THE RECEIVABLES The Receivables will have been purchased by Fleetwood Credit from Dealers in the ordinary course of business. The Initial Receivables were, and the Subsequent Receivables will be, selected from Fleetwood Credit's portfolio of recreational vehicle retail installment sale contracts based on the criteria described under "The Receivables" in the Prospectus. Each Receivable has as of the Initial Cutoff Date, or will have as of the related Subsequent Cutoff Date, as the case may be, an APR equal to or greater than %. As of the Initial Cutoff Date, approximately % of the Initial Receivables, by Original Pool Balance, were secured by motor homes and approximately % were secured by travel trailers. Approximately % of the Initial Receivables, by Original Pool Balance, represented financing of new recreational vehicles and approximately % represented financing of used recreational vehicles. As of the Initial Cutoff Date, the average outstanding principal balances of Initial Receivables secured by motor homes and travel trailers were $ and $ , respectively. A significant portion of the Initial Receivables represent financing of recreational vehicles manufactured by Fleetwood Enterprises. Except in the case of breach of representations by the related Dealer, as described in the Prospectus under "Property of the Trusts", it is expected that none of the Receivables will provide for recourse to the Dealer who originated the related Receivable. Based upon information presented by Obligors in their Receivables applications, as of the Initial Cutoff Date the Initial Receivables were originated in states. Based on Original Pool Balance, approximately % of the Initial Receivables were originated in the State of , approximately % of the Initial Receivables were originated in the State of and approximately % of the Initial Receivables were originated in the State of . Each other state accounts for less than 5% of the Initial Receivables by Original Pool Balance. As of the Initial Cutoff Date, approximately % of the Original Pool Balance represented Paid-Ahead Receivables. S-12 48 COMPOSITION OF THE INITIAL RECEIVABLES Aggregate Principal Balance as of the Initial Cutoff Date..................................................... $ Number of Initial Receivables.............................. Average Principal Balance as of the Initial Cutoff Date.... $ Aggregate Original Amount Financed......................... $ Range of Original Amounts Financed......................... $ to $ Weighted Average APR(1).................................... % Range of APRs.............................................. % to % Weighted Average Original Term(1).......................... months Range of Original Terms.................................... to months Weighted Average Remaining Term as of the Initial Cutoff Date(1).................................................. months Range of Remaining Terms as of the Initial Cutoff Date..... to months
- --------------- (1) Weighted by unpaid principal balance as of the Initial Cutoff Date. DISTRIBUTION OF THE INITIAL RECEIVABLES BY APR
PERCENTAGE PERCENTAGE NUMBER OF OF NUMBER INITIAL OF OF INITIAL OF INITIAL CUTOFF DATE ORIGINAL POOL APR RANGE RECEIVABLES RECEIVABLES POOL BALANCE BALANCE --------- ----------- ----------- ------------ ------------- % to %.................... % $ % % to % % to % % to % % to % % to % % to % --------- --- ---------- --- Total............................... 100%(1) $ 100%(1) ========= === ========== ===
- --------------- (1) Percentages may not add to 100% due to rounding. DELINQUENCIES, REPOSSESSIONS AND NET LOSSES Set forth below is certain information concerning Fleetwood Credit's experience with respect to its portfolio of recreational vehicle receivables similar to the Receivables. Fleetwood Credit did not acquire recreational vehicle receivables similar to the Receivables prior to July 1986. Accordingly, Fleetwood Credit's experience with respect to such receivables is limited and only a small portion of its recreational vehicle receivables portfolio has reached maturity. There is no assurance that Fleetwood Credit's delinquency, credit loss and repossession experience with respect to recreational vehicle receivables in the future, or the experience of the Trust with respect to the Receivables, will be similar to that set forth below. Losses and delinquencies are affected by, among other things, general and regional economic conditions and the supply of and demand for recreational vehicles. S-13 49 DELINQUENCY EXPERIENCE
AT DECEMBER 31, ---------------------------------------------------------------------------- 1997 1996 1995 1994 1993 -------------- ------------ ------------ ------------ -------------- Portfolio Outstanding at End of Period(1)(2).... $1,241,738,614 $949,664,166 $760,702,992 $661,517,831 $ 532,764,234 Delinquencies at End of Period(1)(3) 30-59 Days............. 4,630,619 $ 3,160,686 2,494,548 1,520,815 1,515,090 60-89 Days............. 703,823 342,035 419,116 141,132 193,591 90 Days or More........ 385,684 33,902 169,736 81,964 324,765 -------------- ------------ ------------ ------------ -------------- Total Delinquencies...... $ 5,720,126 $ 3,536,623 $ 3,083,400 $ 1,743,911 $ 2,033,446 ============== ============ ============ ============ ============== Total Delinquencies as a Percentage of Portfolio Outstanding at End of Period................. 0.46% 0.37% 0.41% 0.26% 0.38%
- --------------- (1) Includes recreational vehicle receivables that have been sold but are still serviced by the Servicer. (2) The sum of all principal amounts outstanding under the recreational vehicle receivables. (3) The period of delinquency is based on the number of days payments are contractually past due. CREDIT LOSS AND REPOSSESSION EXPERIENCE
FISCAL YEAR ENDED DECEMBER 31, -------------------------------------------------------------------------- 1997 1996 1995 1994 1993 -------------- ------------ ------------ ------------ ------------ Average Portfolio Outstanding(1)(2)(3).... $1,113,127,480 $853,227,748 $720,418,169 $596,920,867 $512,484,430 Average Number of Receivables Outstanding(3).......... 46,469 36,665 30,367 25,455 22,724 Repossessions as a Percentage of Average Number of Receivables Outstanding............. 0.77% 0.66% 0.56% 0.50% 0.71% Net Losses(1)............. $ 3,631,982 $ 2,210,186 $ 1,800,947 $ 1,255,618 $ 1,738,647 Net Losses as a Percentage of Average Portfolio Outstanding............. 0.33% 0.26% 0.25% 0.21% 0.34%
- --------------- (1) Includes recreational vehicle receivables that have been sold but are still being serviced by the Servicer. (2) The sum of all principal amounts outstanding under the recreational vehicle receivables. (3) Amounts represent the average of month-end figures for each month in the periods indicated. S-14 50 YIELD CONSIDERATIONS The following discussion supplements the information contained in the Prospectus under "Yield Considerations". The Class B Certificates will provide limited protection against losses on the Receivables. Accordingly, the yield on the Class B Certificates will be extremely sensitive to the loss experience of the Receivables and the timing of any such losses. If the actual rate and amount of losses experienced by the Receivables exceed the rate and amount of such losses assumed by an investor, the yield to maturity on the Class B Certificates may be lower than anticipated. POOL FACTORS AND TRADING INFORMATION The "Class A Pool Factor" and the "Class B Pool Factor" will be seven-digit decimal numbers which the Servicer will compute each month indicating the Class A Certificate Balance and the Class B Certificate Balance at the end of the related Collection Period as a fraction of the Original Class A Certificate Balance or Original Class B Certificate Balance, as the case may be. Pursuant to the Agreement, the Certificateholders will receive monthly reports concerning the payments received on the Receivables, the Pool Balance, the Class A Pool Factor and the Class B Pool Factor and various other items of information pertaining to the Trust. Certificateholders during each calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law. See "Pool Factors and Trading Information" and "Certain Information Regarding the Securities -- Statements to Securityholders" in the Prospectus. THE CERTIFICATES The Certificates will be issued pursuant to the Agreement. Copies of the Agreement (without exhibits) may be obtained by Certificateholders upon request in writing to the Trustee at its Corporate Trust Office. The following summary does not purport to be complete and is subject to and qualified in its entirety by reference to the Agreement. The following summary supplements, and to the extent inconsistent therewith, replaces the description contained in the Prospectus of the general terms and provisions of the Grantor Certificates of a given Series and the related Pooling and Servicing Agreement, to which description reference is hereby made. GENERAL The Certificates will evidence fractional undivided interests in the Trust created pursuant to the Agreement and will not represent interests in or obligations of the Seller, Fleetwood Credit, Associates First Capital Corporation, the Trustee or any of their respective affiliates. The Class A Certificates will evidence in the aggregate an undivided ownership interest of % of the Trust and the Class B Certificates will evidence in the aggregate an undivided ownership interest of % of the Trust. In general, it is intended that Class A Certificateholders and Class B Certificateholders receive, on each Distribution Date, the Class A Percentage and Class B Percentage, respectively, of all payments allocated to principal on or in respect of the Receivables collected by the Servicer during the related Collection Period plus one full month's interest at the Class A Pass-Through Rate on the Class A Certificate Balance or the Class B Pass-Through Rate on the Class B Certificate Balance, as the case may be, in each case as of the immediately preceding Distribution Date (after giving effect to distributions of principal and, in the case of the Class B Certificates, reduction in the Class B Certificate Balance, to be made on such immediately preceding Distribution Date) or, in the case of the first Distribution Date or if no distribution has yet been made, the Original Class A Certificate Balance and the Original Class B Certificate Balance, as the case may be. Interest to Certificateholders may be provided by payments made by or on behalf of Obligors on or in respect of the Receivables, payments of Yield Supplement Amounts from amounts on deposit in the Yield Supplement Account (including, in the case of Subsequent Receivables, any Additional Yield Supplement Amounts) and the Reserve Fund, and Advances and Non-Reimbursable Payments by the Servicer. See "-- Distributions on the Certificates" herein. A prepayment of a Receivable may be made by or on behalf of the related Obligor, by application of certain insurance proceeds, as a result of a repurchase made by the Seller or a Dealer or a S-15 51 purchase by the Servicer, as the case may be, or as a result of the repossession and sale of the related Financed Vehicle or other enforcement measure taken with respect to a Defaulted Receivable. See "Certain Information Regarding the Securities -- Sale and Assignment of the Receivables" and "-- Servicing Procedures" in the Prospectus. BOOK-ENTRY REGISTRATION The Certificates will be offered for purchase in denominations of $1,000 and integral multiples thereof in book-entry form. Each Class of Certificates will initially be represented by one or more certificates registered in the name of Cede & Co. ("Cede"), as the nominee of The Depository Trust Company ("DTC"). No beneficial owner of a Class A Certificate (a "Class A Certificate Owner"), or a Class B Certificates (a "Class B Certificate Owner" and, together with the Class A Certificate Owners, the "Certificate Owners"), will be entitled to receive a certificate representing such owner's interest, except in the limited circumstances described in the Prospectus. Unless and until Certificates of a Class are issued in fully registered certificated form ("Definitive Certificates") under certain limited circumstances described in the Prospectus, all references herein to distributions, notices, reports and statements to and to actions by and effects upon the related Certificateholders will refer to the same actions and effects with respect to DTC or Cede, as the case may be, for the benefit of Certificate Owners in accordance with DTC procedures. See "Certain Information Regarding the Securities -- General", "-- Book-Entry Registration" and "-- Definitive Securities" in the Prospectus. Class A Certificate Owners and Class B Certificate Owners will be "Security Owners" for purposes of the Prospectus. THE PRE-FUNDING ACCOUNT; MANDATORY PREPAYMENT OF THE CERTIFICATES The Pre-Funding Account. The Servicer will establish the Pre-Funding Account in the name of the Trustee for the benefit of the Certificateholders into which the Pre-Funded Amount will be deposited on the Closing Date from the net proceeds received from the sale of the Certificates and from which monies will be applied during the Funding Period to purchase Subsequent Receivables from the Seller. The Pre-Funding Account will be maintained with the same entity at which the Certificate Account is maintained. The Pre-Funding Account will be part of the Trust but monies on deposit therein will not be available to cover losses on or in respect of the Receivables. Any portion of the Pre-Funded Amount remaining on deposit in the Pre-Funding Account at the end of the Funding Period will be payable as described below as a prepayment of principal to the Certificateholders. Monies on deposit in the Pre-Funding Account may be invested in Permitted Investments under the circumstances and in the manner to be described in the Agreement. Earnings on investment of funds in the Pre-Funding Account will be deposited into the Certificate Account and losses will be charged against the funds on deposit in the Pre-Funding Account. See "Certain Information Regarding the Securities -- The Trust Accounts" in the Prospectus. Upon each conveyance of Subsequent Receivables to the Trust, an amount equal to the purchase price paid by the Seller to Fleetwood Credit for such Subsequent Receivables on the related Subsequent Transfer Date will be withdrawn from the Pre-Funding Account and paid to the Seller. Mandatory Prepayment of the Certificates. The Certificates will be subject to Mandatory Prepayment in part on the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date), in the event that any portion of the Pre-Funded Amount, exclusive of any investment earnings thereon, remains on deposit in the Pre-Funding Account after giving effect to the purchase by the Seller and conveyance to the Trust of all Subsequent Receivables on the related Subsequent Transfer Dates, including any such purchase and conveyance on the date on which the Funding Period ends. Upon the occurrence of a Mandatory Prepayment, the holders of Certificates of each Class will receive an amount equal to the Class A Percentage or the Class B Percentage, as the case may be, multiplied by the portion of the Pre-Funded Amount remaining in the Pre-Funding Account. It is anticipated that the aggregate principal amount of Subsequent Receivables sold to the Trust during the Funding Period will not be exactly S-16 52 equal to the Pre-Funded Amount and that therefore there will be at least a nominal amount of principal prepaid to Certificateholders. THE YIELD SUPPLEMENT ACCOUNT; THE YIELD SUPPLEMENT AGREEMENT The Yield Supplement Account. The Yield Supplement Account will be created with an initial deposit by Fleetwood Credit (the "Yield Supplement Initial Deposit") in an amount to be specified in the Agreement. The Yield Supplement Account Initial Deposit will equal the aggregate amount (which amount may be discounted at a rate to be specified in the Agreement) by which (i) interest on the Principal Balance of each Initial Receivable for the period commencing on the Initial Cutoff Date and ending with the scheduled maturity of each Receivable, assuming that payments on such Receivables are made as scheduled and no prepayments are made, at a rate equal to the Required Rate, exceeds (ii) interest on such Principal Balances at the APR of each such Receivable (the "Yield Supplement Amount" and, with respect to the Initial Receivables, the "Maximum Initial Yield Supplement Amount"). On each Distribution Date, the Trustee will transfer to the Certificate Account from monies on deposit in the Yield Supplement Account an amount equal to the Yield Supplement Deposit Amount in respect of the Receivables for such Distribution Date. See "-- Distributions on the Certificates" herein. Amounts on deposit on any Distribution Date in the Yield Supplement Account in excess of the Maximum Yield Supplement Amount, after giving effect to all distributions to be made on such Distribution Date, will be paid to the Seller. Monies on deposit in the Yield Supplement Account may be invested in Permitted Investments under the circumstances and in the manner described in the Agreement. See "Certain Information Regarding the Securities -- The Trust Accounts" in the Prospectus. Any monies remaining on deposit in the Yield Supplement Account upon the termination of the Trust will be paid to the Seller. The Yield Supplement Account will not be part of the Trust. The Yield Supplement Agreement. Pursuant to the Yield Supplement Agreement, on each Subsequent Transfer Date Fleetwood Credit will deposit into the Yield Supplement Account an amount equal to the Additional Yield Supplement Amount. The aggregate of the Additional Yield Supplement Amounts in respect of Subsequent Receivables, if any, is referred to herein as the "Maximum Subsequent Yield Supplement Amount" and, together with the "Maximum Initial Yield Supplement Amount", the "Maximum Yield Supplement Amount". DISTRIBUTIONS ON THE CERTIFICATES On the eighth calendar day of each month or, if such day is not a Business Day, the immediately succeeding Business Day (the "Determination Date"), the Servicer will inform the Trustee of the amount of Available Funds collected on or in respect of the Receivables, the Negative Carry Amount, if any, the Yield Supplement Amount in respect of the Receivables, if any, the amount of Advances and Non-Reimbursable Payments to be made by the Servicer and the amount of the Servicing Fee and other servicing compensation payable to the Servicer, in each case with respect to the immediately preceding Collection Period. On or prior to each Determination Date, the Servicer shall also determine the Class A Distributable Amount, the Class B Distributable Amount and, based on the Available Funds and other amounts available for distribution on the related Distribution Date as described below, determine the amounts to be distributed to the Class A Certificateholders and the Class B Certificateholders. On each Distribution Date, the Trustee will cause the Negative Carry Amount for the related Collection Period, if any, to be withdrawn from the Reserve Fund and deposited in the Certificate Account and the aggregate Yield Supplement Amount in respect of the Receivables for the related Collection Period, if any (the "Yield Supplement Deposit Amount"), to be withdrawn from the Yield Supplement Account and deposited in the Certificate Account. The Trustee shall make distributions to the Certificateholders out of amounts on deposit in the Certificate Account. The amount to be distributed to the Certificateholders following the Funding Period in connection with a Mandatory Prepayment is described herein under "The Pre-Funding Account; Mandatory Prepayment S-17 53 of the Certificates". The amount of other distributions to be made on each Distribution Date to Certificateholders shall be determined in the manner described below. Determination of Available Funds. "Available Funds" with respect to each Distribution Date will mean the sum of (i) the earnings received by the Trustee during the related Collection Period from investment of the Pre-Funded Amount on deposit in the Pre-Funding Account, (ii) an amount (the "Negative Carry Amount") equal to the difference between (a) one month's interest on the Pre-Funded Amount on deposit in the Pre-Funding Account as of the first day of such Collection Period at a rate equal to the weighted average of the Class A and Class B Pass-Through Rates and (b) the amount described in clause (i) above, which Negative Carry Amount will be withdrawn from the Reserve Fund as described herein under "Subordination of the Class B Certificates" and "The Reserve Fund", (iii) all cash received by the Servicer on or in respect of the Receivables during the related Collection Period (including Non-Reimbursable Payments and Advances but other than (a) late payment and extension fees, if any, and other administrative fees and (b) recoveries collected on or in respect of all Receivables which have been previously repurchased by the Seller or purchased by the Servicer pursuant to the Agreement), (iv) the Repurchase Amounts of all Receivables purchased or repurchased by the Seller or the Servicer under the Agreement in respect of the immediately preceding Collection Period and (v) the Yield Supplement Deposit Amount for the related Collection Period. With respect to each Collection Period (i) "Collected Interest" will mean the sum of (a) the portion of all payments received by the Servicer on or in respect of the Receivables during such Collection Period allocable to interest and (b) the amounts described in clauses (i), (ii) and (v) of the immediately preceding paragraph with respect to such Collection Period, and (ii) "Collected Principal" will mean the portion of all payments received by the Servicer on or in respect of the Receivables during such Collection Period allocable to principal. Calculation of Distributable Amounts. The "Class A Distributable Amount" with respect to each Distribution Date will mean the sum of (i) the "Class A Principal Distributable Amount", which will equal the Class A Percentage of the Monthly Principal Payment (but not exceeding the Class A Certificate Balance as of such Distribution Date) and (ii) the "Class A Interest Distributable Amount", which will equal one month's interest at the Class A Pass-Through Rate on the Class A Certificate Balance as of the first day of the immediately preceding Collection Period (after giving effect to distributions of principal to be made on the Distribution Date occurring in such immediately preceding Collection Period) or, in the case of the first Distribution Date or if no distribution has yet been made, the Original Class A Certificate Balance. In addition, with respect to the Distribution Date relating to the Collection Period in which the last Receivable in the Trust is scheduled to mature, the Class A Principal Distributable Amount will include the portion of such amount necessary (after giving effect to the other amounts described above to be distributed to the Class A Certificateholders on such Distribution Date allocable to principal) to reduce the Class A Certificate Balance to zero. The "Class B Distributable Amount" with respect to each Distribution Date will be calculated in the same manner as the Class A Distributable Amount, appropriately modified to relate to the Class B Certificates, but will also include recoveries to the extent allocable to principal on Receivables which became Defaulted Receivables in one or more prior Collection Periods. The "Class B Principal Distributable Amount" and the "Class B Interest Distributable Amount" with respect to each Distribution Date will be calculated in the same manner as the Class A Principal Distributable Amount and the Class A Interest Distributable Amount, respectively, in each case appropriately modified to related to the Class B Certificates. The "Monthly Principal Payment" with respect to each Distribution Date will equal (i) the sum of the Pool Balance (or, with respect to the first Distribution Date, the Original Pool Balance) plus the amount on deposit in the Pre-Funding Account (other than investment earnings), in each case as of the first day of the related Collection Period, less (ii) the sum of the Pool Balance plus the amount on deposit in the Pre-Funding Account (other than investment earnings), in each case as of the last day of the related Collection Period. The "Class A Certificate Balance" will initially equal the Original Class A Certificate Balance and on any Distribution Date will equal the Original Class A Certificate Balance, reduced by all distributions actually S-18 54 made on or prior to such Distribution Date to Class A Certificateholders allocable to principal. The "Class B Certificate Balance" will initially equal the Original Class B Certificate Balance and on any Distribution Date will equal the Original Class B Certificate Balance reduced by (i) all distributions actually made on or prior to such Distribution Date to Class B Certificateholders allocable to principal and (ii) Realized Losses allocable to the Class B Certificates. "Realized Losses" with respect to each Collection Period will equal the amount by which (a) the aggregate unpaid principal balance of all Receivables which became Defaulted Receivables during such Collection Period exceeds (b) the sum of (i) the aggregate liquidation proceeds recovered in respect of principal of such Defaulted Receivables during such Collection Period and (ii) recoveries in respect of all Defaulted Receivables received in such Collection Period, to the extent not otherwise included in the amount determined pursuant to clause (i) above. Payment of Distributable Amounts. Prior to each Distribution Date, the Servicer will calculate the amount to be distributed to the Certificateholders. On each Distribution Date, the Trustee will distribute to Certificateholders the following amounts in the following order of priority, to the extent of Available Funds for such Distribution Date: (i) to the Class A Certificateholders, an amount equal to the Class A Interest Distributable Amount and any unpaid Class A Interest Carryover Shortfall, such amount to be paid from Collected Interest (as Collected Interest has been reduced by reimbursing the Servicer for any outstanding Advances and paying the Servicer the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods); and if such Collected Interest is insufficient, the Class A Certificateholders will receive such deficiency first, from the Class B Percentage of Collected Principal and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; (ii) to the Class B Certificateholders, an amount equal to the Class B Interest Distributable Amount and any unpaid Class B Interest Carryover Shortfall, such amount to be paid from Collected Interest (after giving effect to the reduction in Collected Interest described in clause (i) above); and if such Collected Interest is insufficient, the Class B Certificateholders will be entitled to receive such deficiency from monies on deposit in the Reserve Fund; (iii) to the Class A Certificateholders, an amount equal to the Class A Principal Distributable Amount and any unpaid Class A Principal Carryover Shortfall, such amount to be paid from Collected Principal (after giving effect to the reduction in Collected Principal described in clause (i) above); and if such Collected Principal is insufficient, the Class A Certificateholders will be entitled to receive such deficiency first, from Collected Interest (after giving effect to the reduction in Collected Interest described in clauses (i) and (ii) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; and (iv) to the Class B Certificateholders, an amount equal to the Class B Principal Distributable Amount and any unpaid Class B Principal Carryover Shortfall, such amount to be paid from Collected Principal (after giving effect to the reduction in Collected Principal described in clauses (i) and (iii) above); and if such Collected Principal is insufficient, the Class B Certificateholders will be entitled to receive such deficiency first, from Collected Interest (after giving effect to the reduction in Collected Interest described in clauses (i), (ii) and (iii) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund. The "Class A Interest Carryover Shortfall" with respect to any Distribution Date will equal the excess, if any, of the Class A Interest Distributable Amount for such Distribution Date and any outstanding Class A Interest Carryover Shortfall from the immediately preceding Distribution Date plus interest on such outstanding Class A Interest Carryover Shortfall, to the extent permitted by law, at the Class A Pass-Through Rate from such immediately preceding Distribution Date through the current Distribution Date, over the amount of interest distributed to the Class A Certificateholders on such Distribution Date. The "Class A Principal Carryover Shortfall" with respect to any Distribution Date will equal the excess of the Class A Principal Distributable Amount plus any outstanding Class A Principal Carryover Shortfall with respect to S-19 55 one or more prior Distribution Dates over the amount of principal that the holders of the Class A Certificates actually received on such Distribution Date. The "Class B Interest Carryover Shortfall" and the "Class B Principal Carryover Shortfall" with respect to any Distribution Date will be calculated in the same manner as the Class A Interest Carryover Shortfall and the Class A Principal Carryover Shortfall, respectively, in each case appropriately modified to relate to the Class B Certificates. Any Excess Amounts in the Certificate Account with respect to any Distribution Date, after giving effect to the distributions described in clauses (i) through (iv) of the third preceding paragraph, will be distributed in the following amounts and in the following order of priority: (i) to the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance and (ii) to the Seller. Notwithstanding the foregoing, during the Funding Period, all Excess Amounts will be deposited into the Reserve Fund and will not be paid to the Seller until the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date). SUBORDINATION OF THE CLASS B CERTIFICATES The rights of the Class B Certificateholders to receive distributions with respect to the Receivables will be subordinated to the rights of the Servicer (to the extent that the Servicer is reimbursed for any outstanding Advances and is paid the Servicing Fee, including any unpaid Servicing Fees with respect to one or more prior Collection Periods) and Class A Certificateholders to the extent described below. This subordination is intended to enhance the likelihood of timely receipt by Class A Certificateholders of the full amount of interest and principal required to be paid to them, and to afford such Certificateholders limited protection against losses in respect of the Receivables. No distribution will be made to the Class B Certificateholders on any Distribution Date in respect of (i) interest until the full amount of interest on the Class A Certificates payable on such Distribution Date has been distributed to the Class A Certificateholders and (ii) principal until the full amount of interest on and principal of the Class A Certificates payable on such Distribution Date has been distributed to the Class A Certificateholders. Distributions of interest on the Class B Certificates, to the extent of Collected Interest and certain available amounts on deposit in the Reserve Fund and the Yield Supplement Account, will not be subordinated to the payment of principal on the Class A Certificates. Because the rights of the Class B Certificateholders to receive distributions of principal will be subordinated to the rights of the Class A Certificateholders to receive distributions of interest and principal to the extent described herein, the aggregate amount of principal distributions on the Class B Certificates may be affected by the loss experience of the Receivables. If the aggregate amount of losses experienced by the Receivables exceeds the amount on deposit in the Reserve Fund, Class B Certificateholders may not recover their initial investment in the Class B Certificates. THE RESERVE FUND In the event of delinquencies or losses on the Receivables, the protection afforded to the Class A Certificateholders will be effected both by the application of available funds for such Distribution Date in the priorities specified herein under "-- Distributions on the Certificates -- Payment of Distributable Amounts", and the establishment of the Reserve Fund. The Reserve Fund will not be a part of or otherwise includible in the Trust and will be a segregated trust account held by the Trustee. The Reserve Fund will be funded by the Seller on the Closing Date in an amount equal to $ plus an amount attributable to the maximum aggregate Negative Carry Amount. Thereafter, on each Distribution Date, all Excess Amounts, if any, will be deposited from time to time in the Reserve Fund to the extent necessary to maintain the amount in the Reserve Fund at the Specified Reserve Fund Balance. Any assets (and earnings thereon) in the Reserve Fund will be owned by, and taxed to, the Seller for federal income and state and local franchise tax purposes. The "Specified Reserve Fund Balance" with respect to the first Distribution Date will equal $ plus an amount equal to the maximum aggregate Negative Carry Amount. On each Distribution Date S-20 56 thereafter, will equal % of the sum of the Class A Certificate Balance and the Class B Certificate Balance (after giving effect to distributions of principal and, in the case of the Class B Certificates, any other reductions in the Class B Certificate Balance 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 losses or delinquencies in respect of the Receivables exceed the percentages to be specified in the Agreement, the Specified Reserve Fund Balance will be equal to the greater of the amount described above or an amount equal to the Pool Balance as of the immediately preceding Record Date multiplied by a percentage determined by subtracting from % a fraction (expressed as a percentage) equal to one minus a fraction, the numerator of which will equal the Class A Certificate Balance and the denominator of which will equal the Pool Balance plus an amount equal to the amount on deposit in the Pre-Funding Account (other than investment earnings), in each case as of the last day of the three related Collection Periods in such Fiscal Quarter; provided, however, that following any Fiscal Quarter thereafter in which the losses and delinquencies in respect of the Receivables are less than the percentages to be specified in the Agreement, the Specified Reserve Fund Balance shall return to the amount described in the first two sentences of this paragraph. A "Fiscal Quarter" will mean each of the following three month periods: (i) January, February and March; (ii) April, May and June; (iii) July, August and September; and (iv) October, November and December. In addition, if on any Distribution Date cumulative losses in respect of the Receivables exceed % 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, 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 paragraph. The Servicer may, from time to time after the date of this Prospectus Supplement, request each Rating Agency to approve a formula for determining the Specified Reserve Fund Balance that is different from that described above and would result in a decrease in the amount of the Specified Reserve Fund Balance or the manner by which it is funded. If each Rating Agency delivers a letter to the Trustee to the effect that the use of any such new formulation will not result in the qualification, reduction or withdrawal of its then-current rating of either Class of Certificates, then the Specified Reserve Fund Balance will be determined in accordance with such new formula. The Agreement will accordingly be amended to reflect such new calculation without the consent of any Certificateholder. On each Distribution Date, funds will be withdrawn from the Reserve Fund as described above for distribution first, to Class A Certificateholders to the extent of shortfalls in the amounts available to make required distributions of interest on the Class A Certificates, second to Class B Certificateholders to the extent of shortfalls in the amounts available to make required distributions of interest on the Class B Certificates, third to Class A Certificateholders to the extent of shortfalls in the amounts available to make required distributions of principal on the Class A Certificates and fourth to Class B Certificateholders to the extent of shortfalls in the amounts available to make required distributions of principal on the Class B Certificates. On each Distribution Date relating to the Funding Period, the amount of Collected Interest for such Distribution Date will include an amount equal to the Negative Carry Amount for the related Collection Period, if any, which amount will be withdrawn from the Reserve Fund. On each Distribution Date, the Trustee will deposit all Excess Amounts, if any, into the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance. If the amount on deposit in the Reserve Fund on such Distribution Date (after giving effect to all deposits thereto or withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Trustee will release and distribute such excess, together with any Excess Amounts not required to be deposited into the Reserve Fund, to the Seller. Notwithstanding the foregoing, during the Funding Period, all Excess Amounts will be deposited into the Reserve Fund and will not be paid to the Seller until the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the S-21 57 Funding Period ends if the Funding Period ends on a Distribution Date). Upon any such release of amounts from the Reserve Fund, the Certificateholders will have no further rights in, or claims to, such amounts. Amounts held from time to time in the Reserve Fund will continue to be held for the benefit of holders of the Certificates. Funds on deposit in the Reserve Fund may be invested in Permitted Investments. Investment income on monies on deposit in the Reserve Fund will not be available for distribution to Certificateholders or otherwise subject to any claims or rights of the Certificateholders and will be paid to the Seller. If on any Distribution Date the Class B Certificate Balance equals zero and amounts on deposit in the Reserve Fund have been depleted as a result of losses in respect of the Receivables, the protection afforded to the Class A Certificateholders by the subordination of the Class B Certificates and by the Reserve Fund will be exhausted. In addition, if on any Distribution Date amounts on deposit in the Reserve Fund have been depleted, the protection afforded to the Class B Certificateholders by the Reserve Fund will be exhausted. In either of the foregoing circumstances, the Class A Certificateholders or the Class B Certificateholders, as the case may be, will bear directly the risks associated with ownership of the Receivables. Neither the Class B Certificateholders, the Seller nor the Servicer will be required to refund any amounts properly distributed or paid to them, whether or not there are sufficient funds on any subsequent Distribution Date to make full distributions to the Class A Certificateholders. EXAMPLE OF DISTRIBUTIONS The following chart sets forth an example of the application of the foregoing provisions to the first monthly distribution in respect of the Certificates: 1........ Initial Cutoff Date. The Original Pool Balance will equal the aggregate unpaid principal balance of the Receivables as of the opening of business on this date. 1-31..... Collection Period. The Servicer will receive monthly payments, prepayments and other proceeds on or in respect of the Receivables. 8........ Determination Date. On this date, the Servicer will notify the Trustee of, among other things, the amounts to be distributed on the Distribution Date. 14....... The Business Day immediately preceding the Distribution Date. On or before this date, the Servicer will make or will cause to be made the required remittances to the Certificate Account. 14....... Record Date. Distributions on the Distribution Date will be made to Certificateholders of record at the close of business on this date. 15....... Distribution Date. On this date, the Trustee will make the distributions described above.
SERVICING COMPENSATION As described in the Prospectus under "Certain Information Regarding the Securities -- Servicing Compensation", the Servicer will receive a monthly fee, payable on each Distribution Date, equal to one-twelfth of the product of 1.0% and the Pool Balance as of the first day of the related Collection Period. The Servicer will also be entitled to receive additional compensation in the form of certain late fees, prepayment charges and other administrative fees or similar charges. STATEMENTS TO CERTIFICATEHOLDERS On each Distribution Date, the Trustee will include with each distribution to each Class A Certificateholder and Class B Certificateholder of record a statement, setting forth for the related Collection Period, the information described under "The Securities -- Statements to Securityholders" in the Prospectus. S-22 58 THE TRUSTEE will be the Trustee under the Agreement. The Trustee's Corporate Trust Office is located at , telephone ( ) . The Trustee will have the rights and duties set forth in the Prospectus under "Certain Information Regarding the Securities -- The Trustees" and "-- Duties of the Trustees". CERTAIN FEDERAL INCOME TAX CONSEQUENCES The following general discussion of certain federal income tax consequences of the purchase, ownership and disposition of the Certificates supplements the discussion under "Certain Federal Income Tax Consequences -- Tax Characterization of Grantor Trusts" in the Prospectus. Potential investors are strongly urged to review the tax considerations discussed in the Prospectus in their entirety and to consult their own tax advisors with respect to the tax consequences of an investment in the Certificates. TAX STATUS OF THE TRUST In the opinion of Arter & Hadden LLP, special federal tax counsel to the Seller, the Trust will be classified as a grantor trust under subpart E, part I of subchapter J of the Internal Revenue Code of 1986, as amended (the "Code"), and not as an association taxable as a corporation for federal income tax purposes. As a result, each Certificateholder will be subject to federal income taxation as if it owned directly the portion of the Trust's assets allocable to its Certificates and as if it paid directly its share of the reasonable expenses paid by the Trust, except as described in the Prospectus. The Certificateholders will be considered to own stripped bonds and stripped coupons as described under "Certain Federal Income Tax Consequences -- Tax Characterization of Grantor Trusts -- General" and "-- Stripped Bonds and Stripped Coupons" in the Prospectus. ERISA CONSIDERATIONS Any plan fiduciary which proposes to cause a Benefit Plan (as defined in the Prospectus) to acquire the Certificates should consult with its counsel with respect to the potential consequences of such an investment under ERISA, and/or the Code. The following discussion of certain ERISA Considerations supplements the discussion in the Prospectus under "ERISA Considerations". Potential investors in the Certificates are strongly urged to review the ERISA considerations discussed in the Prospectus and to consult their own counsel with respect to the applicability of the "prohibited transactions" rules of ERISA and the Code and the "plan assets" provisions of ERISA to any such investment. THE CLASS A CERTIFICATES The Department of Labor (the "DOL") has granted an administrative exemption to (Prohibited Transaction Exemption ) (the "Exemption") from certain of the prohibited transaction rules of ERISA with respect to the initial purchase, the holding and the subsequent resale by Benefit Plans of certificates in pass-through trusts that consist of certain receivables, loans and other obligations that meet the conditions and requirements of the Exemption. The receivables covered by the Exemption include recreational vehicle installment obligations such as the Receivables. The Exemption will apply to the acquisition, holding and resale of Class A Certificates by a Benefit Plan, provided that specific conditions (certain of which are described below) are met. It is believed that the Exemption will apply to the acquisition, holding and disposition in the secondary markets of Class A Certificates by Benefit Plans and that all conditions of the Exemption other than those within the control of the investors have been or will be met. S-23 59 Among the conditions which must be satisfied for the Exemption to apply to the acquisition by a Benefit Plan of the Class A Certificates are the following (each of which has been or will be met in connection with the Class A Certificates): (i) The acquisition of the Class A Certificates by a Benefit Plan is on terms (including the price for the Class A Certificates) that are at least as favorable to the Benefit Plan as they would be in an arm's-length transaction with an unrelated party. (ii) The rights and interests evidenced by the Class A Certificates acquired by the Benefit Plan are not subordinated to the rights and interests evidenced by other Certificates of the Trust. (iii) The Class A Certificates acquired by the Benefit Plan have received a rating at the time of such acquisition that is in one of the three highest generic rating categories from any of Standard & Poor's, Moody's, Duff & Phelps Credit Rating Co. or Fitch Investors Service, L.P. (iv) The Trustee must not be an affiliate of any other member of the Restricted Group (as defined below). (v) The sum of all payments made to the Underwriters in connection with the distribution of the Class A Certificates represents not more than reasonable compensation for underwriting the Class A Certificates. The sum of all payments made to and retained by the Seller pursuant to the sale of the Receivables to the Trust represents not more than the fair market value of such Receivables. The sum of all payments made to and retained by the Servicer represents not more than reasonable compensation for the Servicer's services under the Agreement and reimbursement of the Servicer's reasonable expenses in connection therewith. In addition, it is a condition that any Benefit Plan investing in the Class A Certificates be an "accredited investor" as defined in Rule 501(a)(1) of Regulation D of the Commission under the Securities Act of 1933, as amended. The Exemption does not apply to Benefit Plans sponsored by the Seller, the Underwriters, the Trustee, the Servicer, any Obligor with respect to the Receivables included in the Trust constituting more than 5% of the aggregate unamortized principal balance of the assets in the Trust or any affiliate of such parties (the "Restricted Group"). As of the date hereof, no Obligor with respect to the Receivables included in the Trust constitutes more than 5% of the aggregate unamortized principal balance of the Trust (i.e., the initial principal amount of the Certificates). Moreover, the Exemption provides relief from certain self-dealing/conflict of interest prohibited transactions, only if, among other requirements (i) a Benefit Plan's investment in the Class A Certificates does not exceed 25% of all of the Class A Certificates outstanding at the time of the acquisition and (ii) immediately after the acquisition, no more than 25% of the assets of a Benefit Plan with respect to which the person who has discretionary authority or renders investment advice are invested in the Class A Certificates representing an interest in a trust containing assets sold or serviced by the same entity. Due to the complexities of the foregoing rules and the penalties imposed upon persons involved in prohibited transactions, it is important that the fiduciary of an employee benefit plan considering the purchase of Class A Certificates consult with its counsel regarding the applicability of the prohibited transaction provisions of ERISA and the Code to such investment. The DOL issued Prohibited Transaction Class Exemption ("PTCE") 95-60 on July 12, 1995 in response to the United States Supreme Court decision John Hancock Mutual Life Insurance Co. v. Harris Trust and Savings Bank 114 S.Ct. 517 (1993), in which the Supreme Court held that assets held in an insurance company's general account may be deemed to be "plan assets" for ERISA purposes under certain circumstances. Subject to certain conditions, PTCE 95-60 provides general relief from the prohibited transaction rules that would otherwise be applicable to assets held in an insurance company's general account. Prospective insurance company purchasers should consult with their counsel to determine whether the decision in John Hancock, as modified by PTCE 95-60, affects their ability to make purchases of the Certificates. S-24 60 THE CLASS B CERTIFICATES The Exemption will not be available for Class B Certificates because the Class B Certificates are subordinate interests. Accordingly, no Plan will be eligible to purchase or otherwise hold Class B Certificates and no beneficial interest therein may be sold or otherwise transferred to a Plan. UNDERWRITING Under the terms and subject to the conditions contained in an Underwriting Agreement dated , 199 (the "Underwriting Agreement"), the Underwriters named below (the "Underwriters"), for whom is acting as representative (the "Representative") have severally but not jointly agreed to purchase from the Seller the following respective principal amounts of the Class A Certificates and the Class B Certificates:
PRINCIPAL AMOUNT PRINCIPAL AMOUNT OF CLASS A OF CLASS B UNDERWRITERS CERTIFICATES CERTIFICATES ------------ ---------------- ---------------- [Names of Underwriters].............................. $ $ ---------- ---------- Total...................................... $ $ ========== ==========
The Underwriting Agreement provides that the obligations of the Underwriters are subject to certain conditions precedent and that the Underwriters will be obligated to purchase all of the Certificates if any are purchased. The Underwriters have advised the Seller that the Underwriters propose initially to offer the Class A Certificates and Class B Certificates to the public at the respective public offering prices set forth on the cover page of this Prospectus Supplement, and to certain dealers at such prices less a concession not in excess of % of the Class A Certificate denominations and % of the Class B Certificate denominations. The Underwriters may allow and such dealers may reallow a concession not in excess of % of the Class A Certificate denominations and % of the Class B Certificate denominations. After the initial public offering, the public offering prices and such concessions may be changed. The Underwriting Agreement provides that the Seller and Fleetwood Credit will jointly and severally indemnify the Underwriters against certain liabilities, including liabilities under applicable securities laws, or contribute to payments the Underwriters may be required to make in respect thereof. Upon receipt of a request by an investor who has received an electronic Prospectus from an Underwriter or a request by such investor's representative within the period during which there is an obligation to deliver a Prospectus, the Seller or the Underwriters will promptly deliver, or cause to be delivered, without charge, a paper copy of this Prospectus Supplement and the Prospectus. Until the distribution of the Certificates is completed, rules of the Commission may limit the ability of the Underwriters and certain selling group members to bid for and purchase the Certificates. As an exemption to these rules, the Underwriters are permitted to engage in certain transactions that stabilize the price of the Certificates. Such transactions consist of bids or purchases for the purpose of pegging, fixing or maintaining the price of the Certificates. Neither the Seller nor any Underwriter makes any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the prices of the Certificates. In addition, neither the Seller nor any Underwriter makes any representation that the Underwriters will engage in such transactions or that such transactions, once commenced, will not be discontinued without notice. S-25 61 LEGAL OPINIONS Certain legal matters relating to the Certificates will be passed upon for the Seller by Timothy M. Hayes or Frederic C. Liskow, each a Vice President and Assistant General Counsel to Associate First Capital Corporation, the parent company of the Servicer. Mr. Hayes and Mr. Liskow each own shares of Class A Common Stock of Associates First Capital Corporation, and each have options to purchase additional shares of such Class A Common Stock. Arter & Hadden LLP, Washington, D.C. will act as special counsel to the Seller with respect to certain matters relating to the Certificates, including certain federal income tax matters relating to the Certificates. Brown & Wood LLP, San Francisco, California will act as counsel for the Underwriters. Brown & Wood LLP has from time to time represented Fleetwood Credit in certain matters not related to the offering of the Certificates. S-26 62 INDEX OF TERMS Set forth below is a list of certain of the more significant terms used in this Prospectus Supplement and the pages on which the definitions of such terms may be found herein.
TERM PAGE ---- ------ Additional Yield Supplement Amount.............S-6, S-17 Agreement....................................... S-3 APR............................................. S-4 Available Funds................................. S-17 Cede............................................ S-15 Certificate Account............................S-3, S-11 Certificateholders.............................. S-6 Certificates....................................S-1, S-3 Class A Certificate Balance....................S-7, S-18 Class A Certificate Owner....................... S-16 Class A Certificateholders...................... S-6 Class A Certificates............................S-1, S-3 Class A Distributable Amount.................... S-18 Class A Interest Carryover Shortfall............ S-19 Class A Interest Distributable Amount........... S-18 Class A Pass-Through Rate....................... S-4 Class A Percentage.............................. S-4 Class A Pool Factor............................. S-15 Class A Principal Carryover Shortfall........... S-19 Class A Principal Distributable Amount.......... S-18 Class B Certificate Balance....................S-7, S-18 Class B Certificate Owner....................... S-16 Class B Certificateholders...................... S-6 Class B Certificates............................S-1, S-3 Class B Distributable Amount.................... S-18 Class B Interest Carryover Shortfall............ S-19 Class B Pass-Through Rate....................... S-4 Class B Percentage.............................. S-4 Class B Pool Factor............................. S-15 Class B Principal Carryover Shortfall........... S-19 Closing Date.................................... S-4 Code............................................ S-23 Collected Interest.............................. S-18 Collected Principal............................. S-18 Collection Period............................... S-7 Commission...................................... S-2 Dealers......................................... S-4 Determination Date.............................. S-17 Distribution Dates.............................. S-6 DOL............................................. S-23 DTC............................................. S-15 ERISA........................................... S-10 Exchange Act.................................... S-2 Exemption....................................... S-23 Final Scheduled Distribution Date............... S-6 Financed Vehicles...............................S-1, S-3
TERM PAGE ---- ------ Fiscal Quarter.................................. S-21 Fleetwood Credit................................S-1, S-3 Funding Period.................................. S-5 Initial Cutoff Date.............................S-1, S-3 Initial Financed Vehicles.......................S-1, S-3 Initial Receivables.............................S-1, S-3 Mandatory Prepayment............................S-5, S-7 Maximum Initial Yield Supplement Amount........S-6, S-17 Maximum Subsequent Yield Supplement Amount.....S-6, S-17 Maximum Yield Supplement Amount................S-6, S-17 Monthly Principal Payment....................... S-18 Moody's......................................... S-10 Negative Carry Amount........................... S-17 Original Class A Certificate Balance...........S-7, S-18 Original Class B Certificate Balance...........S-7, S-18 Pool Balance.................................... S-12 Pre-Funded Amount............................... S-5 Pre-Funding Account.............................S-1, S-3 Prospectus...................................... S-3 Rating Agencies................................. S-10 Realized Losses................................. S-18 Receivables.....................................S-1, S-3 Receivables Purchase Agreement.................. S-4 Record Date..................................... S-6 Required Rate..................................S-5, S-16 Reserve Fund.................................... S-8 Restricted Group................................ S-24 Seller..........................................S-1, S-3 Servicer........................................S-1, S-3 Specified Reserve Fund Balance.................S-8, S-20 Standard & Poor's............................... S-10 Subsequent Cutoff Date.......................... S-4 Subsequent Financed Vehicles....................S-1, S-3 Subsequent Receivables..........................S-1, S-3 Subsequent Transfer Date........................ S-5 Transfer Agreement.............................. S-4 Trust...........................................S-1, S-3 Trustee......................................... S-3 Underwriting Agreement.......................... S-25 Yield Supplement Account........................ S-5 Yield Supplement Account Initial Deposit........ S-6 Yield Supplement Agreement...................... S-6 Yield Supplement Amount........................S-6, S-17 Yield Supplement Deposit Amount................. S-17 Yield Supplement Initial Deposit................ S-16
S-27 63 ====================================================== NO DEALER, SALESMAN OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS OR THE ACCOMPANYING PROSPECTUS SUPPLEMENT IN CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS AND THE PROSPECTUS SUPPLEMENT. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE SELLER, THE SERVICER OR THE UNDERWRITERS. NEITHER THIS PROSPECTUS NOR THE PROSPECTUS SUPPLEMENT CONSTITUTES AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. TABLE OF CONTENTS PROSPECTUS SUPPLEMENT
PAGE ----- Reports to Certificateholders................... S-3 Summary......................................... S-4 Formation of the Trust.......................... S-18 Property of the Trust........................... S-18 The Receivables................................. S-20 Yield Considerations............................ S-22 Pool Factors and Trading Information............ S-23 The Certificates................................ S-23 Certain Federal Income Tax Consequences......... S-35 ERISA Considerations............................ S-35 Underwriting.................................... S-38 Legal Opinions.................................. S-39 Index of Terms.................................. S-40 PROSPECTUS PAGE ----- Available Information........................... 2 Incorporation of Certain Documents by Reference..................................... 2 Summary......................................... 3 Formation of the Trusts......................... 18 Property of the Trusts.......................... 19 The Receivables................................. 21 Yield Considerations............................ 25 Pool Factors and Trading Information ........... 26 Use of Proceeds................................. 27 The Seller...................................... 27 The Servicer.................................... 27 The Notes....................................... 28 The Owner Certificates.......................... 34 The Grantor Certificates........................ 35 Certain Information Regarding the Securities.... 37 Certain Legal Aspects of the Receivables........ 71 Certain Federal Income Tax Consequences......... 80 ERISA Considerations............................ 99 Plan of Distribution............................ 100 Legal Opinions.................................. 101 Index of Terms.................................. 102
--------------- UNTIL , 199 , ALL DEALERS EFFECTING TRANSACTIONS IN THE CERTIFICATES, WHETHER OR NOT PARTICIPATING IN THIS DISTRIBUTION, MAY BE REQUIRED TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS. THIS IS IN ADDITION TO THE OBLIGATION OF DEALERS TO DELIVER A PROSPECTUS SUPPLEMENT AND THE PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD ALLOTMENTS OR SUBSCRIPTIONS. ====================================================== ====================================================== FLEETWOOD CREDIT RV RECEIVABLES 199 - GRANTOR TRUST $ $ % ASSET BACKED CERTIFICATES, CLASS A $ % ASSET BACKED CERTIFICATES, CLASS B FLEETWOOD CREDIT RECEIVABLES CORP. SELLER FLEETWOOD CREDIT CORP. SERVICER AND A WHOLLY OWNED SUBSIDIARY OF ASSOCIATES FIRST CAPITAL CORPORATION ------------------------------------ PROSPECTUS SUPPLEMENT ------------------------------------ [UNDERWRITERS] , 199 ====================================================== 64 INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE. SUBJECT TO COMPLETION PRELIMINARY PROSPECTUS DATED APRIL 1, 1998 PROSPECTUS FLEETWOOD CREDIT RV RECEIVABLES TRUSTS ASSET BACKED NOTES ASSET BACKED CERTIFICATES --------------------- FLEETWOOD CREDIT RECEIVABLES CORP. SELLER FLEETWOOD CREDIT CORP. SERVICER AND A WHOLLY OWNED SUBSIDIARY OF ASSOCIATES FIRST CAPITAL CORPORATION --------------------- The Asset Backed Notes (the "Notes") and the Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities") described herein may be sold from time to time in one or more series (each, a "Series"), in amounts, at prices and on terms to be determined at the time of sale and to be set forth in a supplement to this Prospectus (each, a "Prospectus Supplement"). Except as otherwise provided in the related Prospectus Supplement, the Securities will be offered only in book-entry form. This Prospectus may not be used to consummate sales of Securities of any Series unless accompanied by a Prospectus Supplement. Each Series of Securities will be issued by either an owner trust (each, an "Owner Trust") or a grantor trust (each, a "Grantor Trust" and, together with the Owner Trusts, the "Trusts") to be formed with respect to such Series. Each Series of Securities issued by an Owner Trust will include one or more classes of Notes representing indebtedness of the Owner Trust and one or more classes of Certificates representing fractional undivided interests in such Owner Trust (the "Owner Certificates" and, together with the related Notes, the "Owner Securities"). Each Series of Securities issued by a Grantor Trust will consist of one or more classes of Certificates representing fractional undivided interests in such Grantor Trust (the "Grantor Certificates"). The property of each Trust will primarily include a pool of simple interest retail installment sale contracts (the "Receivables") secured by the new and used recreational vehicles financed thereby (the "Financed Vehicles"), certain monies due under the Receivables on and after the Cutoff Date set forth in the related Prospectus Supplement, security interests in the Financed Vehicles and certain other property, as more fully described herein and in the related Prospectus Supplement. In addition, if so specified in the related Prospectus Supplement, after the date of initial issuance of the related Securities, all or a portion of the Receivables may be purchased from the Seller from time to time during the Funding Period specified in such Prospectus Supplement from monies on deposit in a Pre-Funding Account. In each case, the Receivables, including the security interests in the related Financed Vehicles and certain related property, will be purchased by Fleetwood Credit Receivables Corp. (the "Seller") from Fleetwood Credit Corp. ("Fleetwood Credit") concurrently with their conveyance to a Trust. To the extent specified in the related Prospectus Supplement, an insurance policy, surety bond, letter of credit, reserve fund, spread account or other form of credit enhancement, or any combination thereof, may be provided with respect to a Series of Securities, or one or more classes of Securities of a Series. Each class of Securities of any Series will represent the right to receive a specified amount of payments of principal and interest on the related Receivables, at the rates, on the dates and in the manner described herein and in the related Prospectus Supplement. As more fully described herein and in the related Prospectus Supplement, distributions on any class of Securities may be senior or subordinated to distributions on one or more other classes of Securities of the related Series, and payments on the Owner Certificates of any Series may be subordinated in priority to payments on the related Notes of such Series. If described in the related Prospectus Supplement, a Series of Owner Securities may include one or more classes of Owner Securities entitled to principal distributions with disproportionate, nominal or no distributions in respect of interest, or to interest distributions with disproportionate, nominal or no distributions in respect of principal. Except as otherwise provided in the related Prospectus Supplement, the only obligations of the Seller and Fleetwood Credit, as originator of the related Receivables with respect to a Series of Securities, will be pursuant to certain representations and warranties relating to the Receivables. Fleetwood Credit will be the servicer (in such capacity, the "Servicer") for each Series of Securities and its obligations as Servicer will be limited to its contractual servicing obligations described herein and in the related Prospectus Supplement. There will have been no secondary market for any Securities sold hereunder prior to the offering thereof and there is no assurance that one will develop. The Underwriters named in the Prospectus Supplement relating to a Series of Securities will expect, but will not be obligated, to make a market in each class of the related Securities. There can be no assurance that any such market will develop, or if one does develop, that it will continue or provided sufficient liquidity. --------------------- EXCEPT AS OTHERWISE SPECIFIED IN THE RELATED PROSPECTUS SUPPLEMENT, EACH SERIES OF NOTES WILL REPRESENT OBLIGATIONS OF, AND THE RELATED OWNER CERTIFICATES WILL REPRESENT INTERESTS IN, THE RELATED OWNER TRUST ONLY, AND EACH SERIES OF GRANTOR CERTIFICATES WILL REPRESENT INTERESTS IN THE RELATED GRANTOR TRUST ONLY, AND IN EACH CASE WILL NOT REPRESENT OBLIGATIONS OF OR INTERESTS IN, AND WILL NOT BE GUARANTEED OR INSURED BY, FLEETWOOD CREDIT RECEIVABLES CORP., FLEETWOOD CREDIT CORP., ASSOCIATES FIRST CAPITAL CORPORATION, THE TRUSTEES OR ANY OF THEIR RESPECTIVE AFFILIATES. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. --------------------- The date of this Prospectus is , 1998. 65 AVAILABLE INFORMATION The Seller has filed with the Securities and Exchange Commission (the "Commission") on behalf of each Trust a Registration Statement on Form S-3 (together with all amendments and exhibits thereto, the "Registration Statement"), of which this Prospectus is a part, under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the Securities being offered hereby. This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. For further information, reference is made to the Registration Statement which is available for inspection without charge at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and the regional offices of the Commission at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661-2511, and Suite 1300, Seven World Trade Center, New York, New York 10048. Copies of such information can be obtained from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. The Commission also maintains a site on the World Wide Web (http://www.sec.gov) that contains reports, proxy statements and other information regarding registrants that file electronically with the Commission. The Servicer, on behalf of the Trusts, will also file or cause to be filed with the Commission such periodic reports as are required under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder. REPORTS TO SECURITYHOLDERS The Trustee of each Trust will provide to Securityholders (which shall be Cede & Co. as the nominee of The Depository Trust Company unless Definitive Certificates are issued under the limited circumstances described herein) unaudited monthly and annual reports concerning the Receivables. See "Certain Information Regarding the Securities -- Statements to Securityholders" and "-- Evidence as to Compliance". INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE All reports and other documents filed by the Seller, on behalf of any Trust, pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), subsequent to the date of this Prospectus and prior to the termination of the offering of the Securities offered hereby shall be deemed to be incorporated by reference into this Prospectus and to be a part hereof from the respective dates of filing of such documents. Any statement contained herein or in a document all or a portion of which is incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The Seller will provide without charge to each person, including any beneficial owner of Securities, to whom a copy of this Prospectus is delivered, on the written or oral request of any such person, a copy of any or all of the documents incorporated herein by reference, except the exhibits to such documents (unless such exhibits are specifically incorporated by reference in such documents). Requests for such copies should be directed to Secretary, Fleetwood Credit Receivables Corp., 22840 Savi Ranch Parkway, Yorba Linda, California 92687 or by calling (714) 921-3400. 2 66 SUMMARY This Summary is qualified in its entirety by reference to the detailed information appearing elsewhere in this Prospectus and in the related Prospectus Supplement with respect to the Securities of any Series offered thereby. Certain capitalized terms used and not otherwise defined herein shall have the meanings ascribed thereto elsewhere in this Prospectus. See the Index of Terms for the location herein of certain capitalized terms. Issuer..................... With respect to any Series of Securities issued by (i) an Owner Trust, the Trust to be formed pursuant to a trust agreement (the "Trust Agreement") between the Seller and the entity named as trustee in the related Prospectus Supplement (the "Owner Trustee") or (ii) a Grantor Trust, the Trust to be formed pursuant to a pooling and servicing agreement (the "Pooling and Servicing Agreement") among the Seller, the Servicer and the entity named as trustee in the related Prospectus Supplement (the "Grantor Trustee"). Seller..................... Fleetwood Credit Receivables Corp. (the "Seller"), a wholly owned, limited purpose subsidiary of Fleetwood Credit Corp. Servicer................... Fleetwood Credit Corp. ("Fleetwood Credit" or, in its capacity as Servicer, the "Servicer"), a wholly owned subsidiary of Associates First Capital Corporation ("First Capital"). Securities Offered......... Each Series of Securities will be issued by either an Owner Trust or a Grantor Trust. Each Series of Securities issued by an Owner Trust will consist of one or more classes of Notes and one or more classes of Certificates. The Notes will be issued and secured pursuant to an indenture (the "Indenture") between the Owner Trust and the entity named therein as trustee (the "Indenture Trustee" and, together with the Owner Trustee and Grantor Trustee, the "Trustees"). The Owner Certificates will be issued and secured pursuant to the Trust Agreement under which such Owner Trust will be formed. Each Series of Securities issued by a Grantor Trust will consist of one or more classes of Grantor Certificates issued pursuant to the Pooling and Servicing Agreement under which such Grantor Trust will be formed. Registration of the Securities................. Unless otherwise specified in the related Prospectus Supplement, each class of Securities will initially be represented by one or more certificates registered in the name of Cede & Co. ("Cede"), as the nominee of The Depository Trust Company ("DTC"). No person acquiring an interest in the related Securities (each, a "Security Owner") will be entitled to receive a definitive certificate representing such person's interest, except in the event that Definitive Securities are issued under the limited circumstances described herein. Unless and until Securities are issued in definitive form, all references herein to distributions, notices, reports and statements to and to actions by and effects upon the related Securityholders will refer to the same actions and effects with respect to DTC or Cede, as the case may be, for the benefit of the related Security Owners in accordance with DTC procedures. If so provided in the related Prospectus Supplement, Security Owners may elect to hold their interests through DTC, in the United States, or Cedel Bank, societe anonyme ("Cedel") or the Euroclear System ("Euroclear"), in Europe. Transfers within DTC, Cedel or Euroclear, as the case may be, will be in accordance with the usual rules and operating 3 67 procedures of the relevant system. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and counterparties holding directly or indirectly through Cedel or Euroclear, on the other, will be effected in DTC through Citibank, N.A. or The Chase Manhattan Bank, the relevant depositaries (collectively, the "Depositaries") of Cedel or Euroclear, respectively, and each a participating member of DTC. See "Certain Information Regarding the Securities -- Book-Entry Registration" and "-- Definitive Securities". Unless otherwise specified in the related Prospectus Supplement, the Notes and Owner Certificates will be issued in minimum denominations of $1,000 and $20,000, respectively, and integral multiples of $1,000 in excess thereof, and the Grantor Certificates will be issued in minimum denominations of $1,000 and integral multiples thereof. A. Owner Securities The Notes.................. Unless otherwise specified in the related Prospectus Supplement, each class of Notes will have a stated principal amount and will bear interest at a specified rate or rates (with respect to each class of Notes, the "Interest Rate"). Each class of Notes may have a different Interest Rate, which may be fixed, variable, adjustable or any combination of the foregoing. The related Prospectus Supplement will specify the Interest Rate, or the method for determining the Interest Rate, for each class of Notes. A Series of Owner Securities may include one or more classes of Notes which differ as to Interest Rate, the timing and priority of payments, seniority, allocation of losses or amount of payments of principal or interest. Additionally, payments of principal or interest in respect of any such class or classes may or may not be made upon the occurrence of specified events or on the basis of collections from designated portions of the Receivables comprising assets of the related Trust (the "Receivables Pool"). If specified in the related Prospectus Supplement, one or more classes of Notes ("Strip Notes") may be entitled to (i) principal payments with disproportionate, nominal or no interest payments or (ii) interest payments with disproportionate, nominal or no principal payments. The Owner Certificates..... Unless otherwise specified in the related Prospectus Supplement, each class of Owner Certificates will have a stated certificate balance specified in the related Prospectus Supplement (the "Certificate Balance") and will accrue interest on such Certificate Balance at a specified rate (with respect to each class of Owner Certificates, the "Pass-Through Rate"). Each class of Owner Certificates may have a different Pass-Through Rate, which may be fixed, variable, adjustable or any combination of the foregoing. The related Prospectus Supplement will specify the Pass- Through Rate, or the method for determining the Pass-Through Rate, for each class of Owner Certificates. Unless otherwise specified in the related Prospectus Supplement, each class of Owner Certificates will be entitled to monthly distributions of a portion of all payments received by the Servicer on or in respect of the Receivables comprising the related Receivables Pool during the immediately preceding calendar month (each, a "Collection Period") allocable to principal. 4 68 A Series of Owner Securities may include two or more classes of Owner Certificates which differ as to Pass-Through Rate, timing and priority of distributions, seniority, allocations of losses or amount of distributions in respect of principal or interest. Additionally, distributions in respect of principal or interest in respect of any such class or classes may or may not be made upon the occurrence of specified events or on the basis of collections from designated portions of the related Receivables Pool. If specified in the related Prospectus Supplement, one or more classes of Owner Certificates ("Strip Certificates") may be entitled to (i) principal distributions with disproportionate, nominal or no interest distributions or (ii) interest distributions with disproportionate, nominal or no principal distributions. Except as otherwise specified in the related Prospectus Supplement, distributions in respect of the Owner Certificates will be subordinated in priority of payment to payments on the related Notes. B. Grantor Certificates.... Unless otherwise specified in the related Prospectus Supplement, each class of Grantor Certificates will have a stated Certificate Balance specified in the related Prospectus Supplement and will accrue interest on such Certificate Balance at a specified Pass-Through Rate, which may be fixed, variable, adjustable or any combination of the foregoing. If one or more classes of Grantor Certificates are issued, each class of Grantor Certificates may have a different Pass-Through Rate. The related Prospectus Supplement will specify the Pass-Through Rate, or the method for determining the Pass-Through Rate, for each class of Grantor Certificates. Unless otherwise specified in the related Prospectus Supplement, each class of Grantor Certificates will be entitled to monthly distributions of a portion of all payments received by the Servicer on or in respect of the Receivables comprising the related Receivables Pool during the related Collection Period allocable to principal. If a Grantor Trust issues one or more classes of Grantor Certificates, one or more classes will be senior certificates (the "Senior Certificates") and one or more classes will be subordinated certificates (the "Subordinated Certificates"), in each case to the extent described in the related Prospectus Supplement. Distribution Dates and Payment Dates.............. Unless otherwise specified in the related Prospectus Supplement, payments of interest and principal, to the extent and in the manner described therein, will be made on the Securities of each Series, whether issued by an Owner Trust or a Grantor Trust, on the 15th day of each month (or, if such day is not a Business Day, the next succeeding Business Day), to holders of record as of the day immediately preceding such Distribution Date or, if Definitive Certificates are issued, the last day of the immediately preceding calendar month (each such date, a "Record Date") beginning on a Distribution Date specified in the related Prospectus Supplement (each, a "Distribution Date"). The respective final scheduled Distribution Dates (each, a "Final Scheduled Distribution Date") for each class of Securities will be specified in the related Prospectus Supplement. Unless otherwise specified in the related Prospectus Supplement, the dates for payments of interest and principal on the Notes of any Series will be the same as the Distribution Dates for the related Owner Certificates (each, a "Payment Date"). 5 69 Property of the Trusts..... The property of each Trust will primarily include a pool of retail installment sale contracts which, except as otherwise provided in the related Prospectus Supplement, bear interest on the simple interest method (the "Initial Receivables"), secured by the new and used recreational vehicles financed thereby (the "Initial Financed Vehicles"), certain monies due under the Initial Receivables on and after the Initial Cutoff Date set forth in the related Prospectus Supplement (the "Initial Cutoff Date"), security interests in the Initial Financed Vehicles, certain accounts and the proceeds thereof and proceeds from claims under certain insurance policies in respect of individual Initial Financed Vehicles or the related Obligors and certain rights under the agreements described below. On the date of initial issuance of a Series of Securities specified in the related Prospectus Supplement (the "Closing Date"), the Seller will sell the Initial Receivables having an aggregate principal balance specified in such Prospectus Supplement as of the related Initial Cutoff Date to the related Trust pursuant to (i) in the case of an Owner Trust, a sale and servicing agreement among the Seller, the Servicer and the Trust (each, a "Sale and Servicing Agreement") or (ii) in the case of a Grantor Trust, the related Pooling and Servicing Agreement. With respect to each Series of Notes, the rights and benefits of the Seller under the related Receivables Purchase Agreement and of the Owner Trust under the related Sale and Servicing Agreement and all other related Transfer Agreements, if any, will be assigned to the Indenture Trustee as collateral for such Notes. The property of each Trust will also include amounts on deposit in certain trust accounts, including the related Collection Account and any Pre-Funding Account, the Distribution Accounts (in the case of an Owner Trust) and, if so specified in the related Prospectus Supplement, any Yield Supplement Account, Reserve Fund or other account identified therein. The Receivables............ The Receivables arise from simple interest retail installment sale contracts originated by dealers in new and used recreational vehicles (the "Dealers") which are purchased by Fleetwood Credit. All of the Receivables will be selected from such contracts owned by Fleetwood Credit based upon the criteria described under "The Receivables" and "Certain Information Regarding the Securities -- Sale and Assignment of the Receivables". On or before the related Closing Date, Fleetwood Credit will sell the Initial Receivables with respect to a Trust to the Seller pursuant to a receivables purchase agreement (each, a "Receivables Purchase Agreement") between the Seller and Fleetwood Credit. Pre-Funding Accounts....... If so specified in the related Prospectus Supplement, from time to time during the Funding Period specified therein, pursuant to the related Receivables Purchase Agreement, Fleetwood Credit will be obligated to sell, and the Seller will be obligated to purchase, Subsequent Receivables (the "Subsequent Receivables") at a purchase price equal to the aggregate principal amount thereof as of the related Subsequent Cutoff Date. Pursuant to the related Sale and Servicing Agreement or Pooling and Servicing Agreement and one or more transfer agreements (each, a "Transfer Agreement" and, together with the Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be, the "Transfer and Servicing Agreements") among the Seller, the Servicer 6 70 and the related Owner Trustee or Grantor Trustee, as the case may be, and subject to the satisfaction of certain conditions described herein, the Seller will in turn sell the Subsequent Receivables to the related Trust at a purchase price equal to the amount paid by the Seller to Fleetwood Credit for such Receivables, which purchase price shall be paid from monies on deposit in the Pre-Funding Account. The aggregate principal balance of the Subsequent Receivables to be conveyed to any Trust during the related Funding Period will not exceed the amount deposited in the Pre-Funding Account on the related Closing Date (the "Pre-Funded Amount"). The aggregate principal balance of the Subsequent Receivables to be conveyed to the related Trust during the related Funding Period will not exceed 25% of the Original Principal Balance of the Securities of the related Trust. The Subsequent Receivables will be transferred from Fleetwood Credit to the Seller and from the Seller to the Trust on the Business Day specified by Fleetwood Credit and the Seller in each month in which the related Cutoff Date occurs. See "Property of the Trusts" and "Certain Information Regarding the Securities -- Pre-Funding Accounts". Any Pre-Funding Account will be maintained with the related Indenture Trustee or Grantor Trustee and will be designed solely to hold funds to be applied by such Trustee during the Funding Period to pay to the Seller the purchase price for such Subsequent Receivables. Monies on deposit in a Pre-Funding Account will not be available to cover losses on or in respect of the related Receivables. Each Pre-Funding Account will be created with an initial deposit by the Seller of the Pre-Funded Amount. Each "Funding Period" will be the period from the related Closing Date until the earliest to occur of (i) the date on which the remaining Pre-Funded Amount is less than $100,000, (ii) the date on which an Event of Default or Servicer Default (so long as Fleetwood Credit is the Servicer) occurs or (iii) the close of business on the Payment Date or Distribution Date specified in the related Prospectus Supplement, but in no event will the Funding Period be longer than 90 days. During the Funding Period, on one or more Transfer Dates, the Pre-Funded Amount will be applied to purchase Subsequent Receivables from the Seller. Any portion of the Pre-Funded Amount remaining on deposit in a Pre-Funding Account at the end of the related Funding Period, after giving effect to the sale to the related Trust of all Subsequent Receivables, will be payable as a partial prepayment of principal to holders of the related Securities in the amount and manner specified in the related Prospectus Supplement. See "Certain Information Regarding the Securities -- General" and "-- Pre-Funding Accounts; Mandatory Prepayment of Securities". Yield Supplement Accounts and Agreements............. If specified in the related Prospectus Supplement, Fleetwood Credit will establish a yield supplement account with the related Indenture Trustee or Grantor Trustee for the benefit of the holders of the related Securities (each, a "Yield Supplement Account"). Each Yield Supplement Account will be designed solely to hold funds to be applied by the related Owner Trustee or Grantor Trustee, as the case may be, to provide payments to the Securityholders in respect of Receivables the APR of which is less than the sum of (i) the weighted average of the applicable 7 71 Interest Rates and Pass-Through Rates of all classes of Securities of such Series and (ii) the related Servicing Fee Rate (the "Required Rate"). Unless otherwise specified in the related Prospectus Supplement, each Yield Supplement Account will be created with an initial deposit by Fleetwood Credit (the "Yield Supplement Initial Deposit") in an amount specified in the related Prospectus Supplement. Except as otherwise provided in the related Prospectus Supplement, the Yield Supplement Initial Deposit will equal the net present value (discounted at a per annum rate specified in the related Pooling and Servicing Agreement or Sale and Servicing Agreement, as the case may be) of the aggregate amount by which interest on the principal balance of each Subsequent Receivable for the period commencing on the Subsequent Cutoff Date and ending with the scheduled maturity of each Receivable, assuming that payments on such Receivables are made as scheduled and no prepayments are made, at the Required Rate exceeds interest on such principal balances at the APR of each such Receivable (the "Yield Supplement Amount" and, with respect to the Subsequent Receivables, the "Maximum Initial Yield Supplement Amount"). If a Yield Supplement Account and a Pre-Funding Account are established with respect to any Trust, Fleetwood Credit, the Seller and the related Grantor Trustee or Owner Trustee and Indenture Trustee, as the case may be, will enter into a yield supplement agreement to be dated as of the Initial Cutoff Date (the "Yield Supplement Agreement") pursuant to which, on each Subsequent Transfer Date, Fleetwood Credit will deposit into the Yield Supplement Account an amount (the "Additional Yield Supplement Amount") equal to the net present value (discounted at the per annum rate specified in the related Pooling and Servicing Agreement or Sale and Servicing Agreement, as the case may be) of the aggregate Yield Supplement Amounts, if any, in respect of Subsequent Receivables for periods commencing with the related Subsequent Cutoff Date and ending with the scheduled maturities of the related Subsequent Receivables, assuming that payments on such Receivables are made as scheduled and no prepayments are made. The aggregate of the Additional Yield Supplement Amounts in respect of the Subsequent Receivables is referred to herein as the "Maximum Subsequent Yield Supplement Amount" and, together with the Maximum Initial Yield Supplement Amount, the "Maximum Yield Supplement Amount". See "Certain Information Regarding the Securities -- Yield Supplement Accounts; Yield Supplement Agreements". Credit and Cash Flow Enhancement.............. To the extent specified in the related Prospectus Supplement, credit enhancement, if any, with respect to a Trust or one or more classes of Securities may include any one or more of the following: subordination of one or more other classes of Securities of the same Series, Reserve Funds, Spread Accounts, surety bonds, insurance policies, letters of credit, credit or liquidity facilities, Cash Collateral Accounts, over- collateralization, guaranteed investment contracts, swaps or other interest rate protection agreements, repurchase obligations, other agreements with respect to third party payments or other support, cash deposits or other arrangements. Unless otherwise specified in the related Prospectus 8 72 Supplement, each form of credit enhancement will have certain limitations and exclusions from coverage thereunder, which will be described in the related Prospectus Supplement. See "Certain Information Regarding the Securities -- Credit and Cash Flow Enhancement". Advances................... Unless otherwise specified in the related Prospectus Supplement, on the Business Day immediately preceding each Payment Date and Distribution Date (each, a "Deposit Date"), the Servicer will advance to a Trust, in respect of each Receivable in the related Receivables Pool, an amount equal to all accrued interest at the related APR which accrued in respect of such Receivable from the last day upon which a payment was made on such Receivable through the last day of the related Collection Period (each, an "Advance"). The Servicer will be required to make an Advance only to the extent it determines such Advance will be recoverable from future payments and collections on or in respect of the Receivables or otherwise. See "Certain Information Regarding the Securities -- Certain Payments by the Servicer". Servicing Fee.............. Unless otherwise specified in the related Prospectus Supplement, the Servicer will receive a monthly fee, payable on each Distribution Date, equal to one-twelfth of the product of 1.0% (the "Servicing Fee Rate") and the Pool Balance as of the first day of the related Collection Period. Unless otherwise specified in the related Prospectus Supplement, the Servicer will be entitled to receive additional servicing compensation in the form of certain late fees, prepayment charges and other administrative fees or similar charges. See "Certain Information Regarding the Securities -- Servicing Compensation". Termination................ Unless otherwise specified in the related Prospectus Supplement, within ten days following the last day of a Collection Period as of which the Pool Balance of any Trust is 10% or less of the sum of the Original Pool Balance and the aggregate principal balance of all Subsequent Receivables conveyed to such Trust as of the related Subsequent Cutoff Dates, the related Indenture Trustee or Grantor Trustee, as the case may be, shall solicit bids for the purchase of the Receivables remaining in such Trust. In the event that satisfactory bids are received as described in the related Prospectus Supplement, the sale proceeds will be distributed to the related Securityholders on the Payment Date or Distribution Date specified in the related Prospectus Supplement. If satisfactory bids are not received, the related Trustee shall decline to sell such Receivables and shall not be under any obligation to solicit any further bids or otherwise negotiate any further sale of such Receivables. See "Certain Information Regarding the Securities -- Termination". Tax Status................. Upon the issuance of each Series of Securities, except as otherwise specified in the related Prospectus Supplement, special federal income tax counsel to the Seller will deliver an opinion to the effect that (i) with respect to any Series of Owner Securities, for federal income tax purposes the Notes will constitute indebtedness and the Owner Certificates will constitute interests in a trust fund that will not be treated as an association taxable as a corporation or as a publicly traded partnership taxable as a corporation or (ii) with respect to any Series of Grantor Certificates, for federal income tax purposes the related Grantor Trust will be treated as a grantor trust and not as an association taxable as a corporation. See "Certain Federal Income Tax Consequences". 9 73 ERISA Considerations....... Subject to the considerations described under "ERISA Considerations" and in the related Prospectus Supplement, the Notes of any Series issued by an Owner Trust and the Senior Certificates (or if only one class of Grantor Certificates is issued thereby, the Grantor Certificates) issued by any Grantor Trust may be purchased by employee benefit plans that are subject to the Employee Retirement Income Security Act of 1974, as amended ("ERISA") and other plans or arrangements subject to Section 4975 of the Code (each, a "Plan"). Unless otherwise specified in the related Prospectus Supplement, neither the Owner Certificates of any Series issued by an Owner Trust nor any Subordinated Certificates issued by a Grantor Trust may be purchased by Plans. Any Plan fiduciary considering purchase of the Securities should, among other things, consult with its counsel in determining whether all required conditions have been satisfied. See "ERISA Considerations". 10 74 FORMATION OF THE TRUSTS With respect to each Series of Securities, the Seller will establish a Trust pursuant to the related Trust Agreement or Pooling and Servicing Agreement for the transactions described herein and in the related Prospectus Supplement. The Seller will establish each Trust by selling and assigning the property of such Trust to the related Owner Trustee or Grantor Trustee, as the case may be, in exchange for the related Securities. The Servicer will service the Receivables pursuant to the related Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be, and will be compensated for acting as such. See "Certain Information Regarding the Securities -- Servicing Compensation". To facilitate servicing and to minimize administrative burden and expense, the Servicer will be authorized by the Seller and the related Grantor Trustee or Owner Trustee and Indenture Trustee, as the case may be, to retain physical possession of the Receivables comprising the related Receivables Pool and other documents relating thereto as custodian for such Trust, and will neither stamp or amend such Receivables to reflect the sale and assignment thereof to the Trust, nor amend the certificates of title of the related Financed Vehicles. In the absence of amendments to the certificates of title, a Trust may not have a perfected security interest in the related Financed Vehicles in all states, and such Trust will bear certain risks with respect to its security interests in the Financed Vehicles in many states. See "Certain Legal Aspects of the Receivables". If the protection provided to (i) Noteholders by the subordination of the related Owner Certificates and the other credit enhancement for the Notes, (ii) Owner Certificateholders by the credit enhancement for the Owner Certificates or (iii) Grantor Certificateholders by the credit enhancement for the Grantor Certificates is insufficient, such Securityholders and the related Trust must look to payments made by or on behalf of the Obligors on or in respect of the related Receivables, the proceeds from the repossession and sale of Financed Vehicles securing Defaulted Receivables and the proceeds of Dealer repurchase obligations, if any, as more fully described herein under "Property of the Trusts", to make distributions on the Securities. In such event, certain factors, such as the failure of the related Owner Trustee or Grantor Trustee, as the case may be, to possess first priority perfected security interests in the Financed Vehicles, may limit the ability of a Trust to realize on the collateral securing the related Receivables or may limit the amount realized to less than the amount due by the related Obligors. Securityholders may thus be subject to delays in payment and may incur losses on their investment in such Securities as a result of defaults or delinquencies by Obligors and depreciation in the value of the related Financed Vehicles. See "Certain Information Regarding the Securities -- Credit and Cash Flow Enhancement" and "Certain Legal Aspects of the Receivables". Except as otherwise described in the related Prospectus Supplement, the activities of each Trust will be limited to (i) acquiring, managing and holding the related Receivables and the other assets contemplated herein and in the related Prospectus Supplement and proceeds therefrom, (ii) issuing the related Securities and making payments and distributions thereon and (iii) engaging in other activities that are necessary, suitable or convenient to accomplish any of the foregoing or are incidental thereto or connected therewith. The principal offices of each Grantor Trustee or Owner Trustee and Indenture Trustee, as the case may be, will be specified in the related Prospectus Supplement. PROPERTY OF THE TRUSTS Except as otherwise provided in the related Prospectus Supplement, the property of each Trust will primarily consist of a pool of simple interest retail installment sale contracts, originated before the related Initial Cutoff Date in the case of the Initial Receivables and before the related Subsequent Cutoff Date in the case of the Subsequent Receivables, between dealers (the "Dealers") in new and used recreational vehicles and retail purchasers (the "Obligors"), and certain monies due thereunder on and after the related Cutoff Date and amounts on deposit in the related Pre-Funding Account, if any. Except as otherwise provided in the related Prospectus Supplement, the Financed Vehicles will have been manufactured primarily by Fleetwood Enterprises, Inc. The Receivables will be originated by Dealers and subsequently assigned to Fleetwood Credit. All of the Receivables will be serviced by Fleetwood Credit and will evidence the indirect financing made available by Fleetwood Credit to the Obligors. On or before the Closing Date with respect to any Series of Securities, Fleetwood Credit will sell the related Initial Receivables to the Seller which will in turn 11 75 sell such Initial Receivables to the related Trust. To the extent so provided in the related Prospectus Supplement, Subsequent Receivables will be conveyed to the Trust from time to time during the Funding Period. Any Subsequent Receivables so conveyed will also be assets of the Trust, subject, in the case of any Owner Trust, to the prior rights of the related Indenture Trustee and the Noteholders therein. Neither the Seller nor the Servicer may substitute any other retail installment sale contract for any Receivable sold to a Trust during the term of the related Trust. The assets of each Trust will also include: (i) such amounts as from time to time may be held in separate trust accounts to be established and maintained by the Servicer with the related Grantor Trustee or Owner Trustee and Indenture Trustee pursuant to the related Pooling and Servicing Agreement or Sale and Servicing Agreement and Indenture, as the case may be, and the monies on deposit in such accounts as described in the related Prospectus Supplement; (ii) security interests in the related Financed Vehicles and any accessions thereto; (iii) the right to proceeds from physical damage, credit life and disability insurance policies, if any, covering individual Financed Vehicles or Obligors, as the case may be; (iv) the right to receive proceeds of Dealer repurchase obligations, if any; (v) any Servicer Letter of Credit; (vi) the rights of the Seller under the related Receivables Purchase Agreement and Yield Supplement Agreement, if any; (vii) any property that shall have secured a Receivable and that shall have been acquired by the related Trust; and (viii) any and all proceeds of the foregoing; provided that, with respect to any Series of Notes, the relevant rights and benefits with respect to such property will be assigned by the Seller and the related Owner Trustee, as applicable, to the related Indenture Trustee for the benefit of the related Noteholders. Any Yield Supplement Account will be maintained with the related Indenture Trustee or Grantor Trustee, as the case may be, for the benefit of the related Securityholders. Unless otherwise specified in the related Prospectus Supplement, any Yield Supplement Account will be part of the related Owner Trust but will not be part of the related Grantor Trust. To the extent specified in the related Prospectus Supplement, a Reserve Fund or other form of credit enhancement may be a part of the property of any given Trust or may be held by the related Trustee for the benefit of the related Securityholders. With respect to each Receivables Pool, the "Pool Balance" as of the first day of a Collection Period will represent the aggregate principal balance of the related Receivables at the end of the immediately preceding Collection Period, after giving effect to all payments of principal received from or on behalf of Obligors and all payments of principal on Receivables to be repurchased remitted by the Seller or the Servicer, as the case may be, all for such immediately preceding Collection Period. The Pool Balance will be computed by allocating payments on or in respect of the Receivables to principal and to interest using the simple interest method. With respect to each Receivables Pool, the Pool Balance as of the related Initial Cutoff Date will equal the Original Pool Balance. With respect to any Trust as to which a Pre-Funding Account has been established, the Pool Balance will be increased during the Funding Period by the aggregate principal balance of Subsequent Receivables conveyed to such Trust as of the related Subsequent Cutoff Dates. Any such additions of Subsequent Receivables will be conditioned on the compliance with the procedures described in the related Receivables Purchase Agreement and Transfer and Servicing Agreement. While any Pre-Funding Account will be established in an amount such that the aggregate principal balance of the Subsequent Receivables to be added to the related Trust will require application of the entire Pre-Funded Amount by the Distribution Date or Payment Date on which the Funding Period is scheduled to terminate, there can be no assurance that a sufficient amount of Subsequent Receivables will be available for such purpose. If the Pre-Funded Amount has not been reduced to zero by the end of any Funding Period, the remaining portion thereof will be distributed to the related Securityholders as a prepayment of principal as described under "Certain Information Regarding the Securities -- Pre-Funding Accounts; Mandatory Prepayment of the Securities". Pursuant to agreements between Fleetwood Credit and the Dealers, each Dealer is obligated after origination to repurchase from Fleetwood Credit recreational vehicle receivables that do not meet certain representations and warranties made by such Dealer. Such representations and warranties relate primarily to the origination of such receivables and the perfection of the security interests in the related financed vehicles, and do not typically relate to the creditworthiness of the related Obligors or the collectability of such receivables. Although any Dealer agreements with respect to the Receivables will not be assigned to the related Trustee, each Sale and Servicing Agreement and Pooling and Servicing Agreement will require that 12 76 any recovery by Fleetwood Credit pursuant to Dealer repurchase obligations be deposited in an account established with respect to the related Trust in satisfaction of the Servicer's repurchase obligations under the related Transfer and Servicing Agreements. It is expected that the assignments of receivables to Fleetwood Credit by Dealers do not generally provide for recourse to the Dealer for unpaid amounts in the event of a default by an Obligor, other than in connection with the breach of the Dealer's representations and warranties. THE RECEIVABLES GENERAL The Receivables will be purchased by Fleetwood Credit from Dealers in the ordinary course of business. Except as otherwise provided in the related Prospectus Supplement, the Receivables will be selected from Fleetwood Credit's portfolio of recreational vehicle retail installment sale contracts by several criteria, including the following: (i) each Receivable will be originated in the United States of America; (ii) each Receivable will have a fixed annual percentage rate ("APR") equal to or greater than the minimum APR set forth in the related Prospectus Supplement; (iii) each Receivable will provide for level monthly payments which provide interest at the related APR and fully amortize the amount financed over an original term no greater than 180 months; (iv) no Receivable will be more than 30 days past due as of the related Cutoff Date; and (v) in the case of Obligors in the military service (including an Obligor who is a member of the National Guard or is in the reserves) whose Receivable is subject to the Soldiers' and Sailors' Civil Relief Act of 1940, as amended (the "Soldiers' and Sailors' Relief Act"), or the California Military Reservist Relief Act of 1991 (the "Military Reservist Relief Act"), no such Obligor (each, a "Relief Act Obligor") will have made a claim to Fleetwood Credit that (A) the amount of interest on the related Receivable should be limited to 6% pursuant to the Soldiers' and Sailors' Relief Act during the period of such Obligor's active duty status or (B) payments on such Receivable should be delayed pursuant to the Military Reservist Relief Act, in either case unless a court has ordered otherwise upon application of Fleetwood Credit. Except as otherwise provided in a Prospectus Supplement, interest in respect of the Receivables will accrue on the simple interest method (i.e., the interest portion of each monthly payment will equal the interest on the outstanding principal balance of the related Receivable for the number of days since the most recent payment made on such Receivable and the balance, if any, of such monthly payment will be applied to principal). The Financed Vehicles will consist of motor homes and travel trailers. It is expected that with respect to each Trust, a significant portion of the Receivables will represent financings of recreational vehicles manufactured by Fleetwood Enterprises, Inc. Except in the case of breach of representations by the related Dealer, as described under "Property of the Trusts", it is expected that none of the Receivables will provide for recourse to the Dealer who originated the related Receivable. Additional information with respect to each Receivables Pool will be set forth in the related Prospectus Supplement, including, to the extent appropriate, the composition, distribution by APR, states of origination and portion of such Receivables Pool secured by new vehicles and by used vehicles. DELINQUENCIES, REPOSSESSIONS AND NET LOSSES Certain information concerning the experience of Fleetwood Credit pertaining to delinquencies, repossessions and net losses with respect to new and used recreational vehicle receivables will be set forth in each Prospectus Supplement. There can be no assurance that the delinquency, repossession and net loss experience on any Receivables Pool will be comparable to prior experience or to such information. MATURITY AND PREPAYMENT CONSIDERATIONS Except as otherwise provided in the related Prospectus Supplement, all of the Receivables will be prepayable at any time without any penalty. If prepayments are received on the Receivables, the actual weighted average life of the Receivables (and, accordingly, the weighted average life of the Securities) can be shorter than the scheduled weighted average life, which is based on the assumption that payments will be made as scheduled and that no prepayments will be made. For this purpose the term "prepayments" includes, among other things, voluntary prepayments by Obligors, regular installment payments made in advance of 13 77 their scheduled due dates, liquidations due to default, proceeds from physical damage, credit life and credit disability insurance policies and repurchases by the Seller or a Dealer or a purchase by the Servicer, as the case may be, of certain Receivables as described herein. "Weighted average life" means the average amount of time during which each dollar of principal on a Receivable is outstanding. The rate of prepayments on the Receivables may be influenced by a variety of economic, social and other factors, including the fact that an Obligor may not sell or transfer a Financed Vehicle without the consent of the Servicer. In addition, the weighted average life of the Securities of any Series as to which a Pre-Funding Account has been created will be affected by any Mandatory Prepayment under the circumstances described under "Certain Information Regarding the Securities -- Pre-Funding Accounts; Mandatory Prepayment of Securities" and early retirement of any Securities of any Series may be effected by the exercise of the option of the Seller or the Servicer, or any successor to the Servicer, to purchase all of the Receivables comprising the related Receivables Pool when the Pool Balance is 10% or less of the sum of the Original Pool Balance and the aggregate principal balance of all Subsequent Receivables conveyed to the related Trust as of the related Subsequent Cutoff Dates or, if no such entity exercises such option, the solicitation of bids for, and the sale of, the Receivables by the Trustee. See "Certain Information Regarding the Securities -- Termination". Fleetwood Credit did not acquire recreational vehicle receivables prior to July 1986. Because recreational vehicle receivables generally amortize over a long period of time, only a small portion of its recreational vehicle receivables portfolio has reached maturity. Accordingly, Fleetwood Credit's experience with respect to recreational vehicle receivables is limited and . No prediction can be made as to the rate of prepayments on the Receivables comprising a Receivables Pool in either stable or changing interest rate environments. Except as otherwise provided in the related Prospectus Supplement, Fleetwood Credit is not aware of any publicly available industry statistics that set forth principal prepayment experience for recreational vehicle retail installment sale contracts similar to the Receivables over an extended period of time, and its experience with respect to recreational vehicle receivables included in its portfolio is insufficient to draw any conclusions with respect to the expected prepayment rates of the Receivables. In light of the foregoing, there can be no assurance as to the amount of principal payments to be made on the Securities of any Series or class on any Payment Date or Distribution Date since such amount will depend, in part, on the amount of principal collected on the related Receivables Pool during the applicable Collection Period. Any reinvestment risk resulting from a faster or slower incidence of prepayment of Receivables and the distribution of such prepayments to Securityholders will be borne entirely by the Securityholders. The related Prospectus Supplement may set forth certain additional information with respect to the maturity and prepayment considerations applicable to the particular Receivables Pool and the related Series of Securities. PAID-AHEAD RECEIVABLES If an Obligor, in addition to making a regularly scheduled monthly payment, makes one or more additional monthly payments in any Collection Period (for example, because the Obligor intends to be on vacation the following month), such additional payments will be treated as a prepayment of principal and applied to reduce the principal balance of the related Receivable in such Collection Period. Unless otherwise requested by the Obligor, the Obligor will not be required to make any scheduled monthly payment in respect of such Receivable (a "Paid-Ahead Receivable") for the number of months corresponding to the number of such additional scheduled monthly payments that were made (the "Paid-Ahead Period"). During the Paid-Ahead Period, interest will continue to accrue on the principal balance of the related Receivable, as reduced by the application of such additional scheduled monthly payments made in the Collection Period in which such Receivable became a Paid-Ahead Receivable. A Paid-Ahead Receivable will not be considered delinquent during the related Paid-Ahead Period. An interest shortfall with respect to each Paid-Ahead Receivable will exist during each Collection Period during the Paid-Ahead Period and the Servicer may be required to make an Advance in respect of such shortfall, as described under "Certain Information Regarding the Securities -- Certain Payments by the Servicer". Notwithstanding the foregoing, no Advances will be made in respect of principal in respect of a Paid-Ahead Receivable. Because interest in respect of the Receivables will accrue on the simple interest method, scheduled monthly payments on a Paid-Ahead Receivable paid by an Obligor following the end of the Paid-Ahead 14 78 Period may be insufficient to cover the interest that has accrued since the last payment was made prior to the Paid-Ahead Period. Notwithstanding such insufficiency, the related Receivable will be considered current. This situation will continue until sufficient payments have been made to cover all accrued interest on such Paid-Ahead Receivable since the beginning of the Paid-Ahead Period and the principal balance of such Receivable is once again being amortized. Depending on the principal balance and APR of the related Paid-Ahead Receivables, and on the number of payments that were paid-ahead, there may be extended periods of time during which Paid-Ahead Receivables that are current are not amortizing. During such periods, no distributions in respect of principal will be made to Securityholders with respect to such Receivables. Paid-Ahead Receivables will affect the weighted average lives of the Securities. The distribution of the paid-ahead amount on the Distribution Date following the Collection Period in which such amount was received will generally shorten the weighted average lives of the Securities. However, depending on the length of time during which a Paid-Ahead Receivable is not amortized as described above, the weighted average lives of the Securities may be extended. In addition, to the extent the Servicer makes Advances with respect to a Paid-Ahead Receivable which subsequently goes into default, because liquidation proceeds with respect to such Receivable will be applied first to reimburse the Servicer for such Advances, the loss with respect to such Receivable may be larger than would have been the case had such Advances not been made. Fleetwood Credit's portfolio of recreational vehicle installment sale receivables has historically included receivables which have been paid-ahead by one or more scheduled monthly payments. There can be no assurance as to the number of Receivables which may become Paid-Ahead Receivables or the number or the principal amount of the scheduled payments which may be paid-ahead. RECREATIONAL VEHICLES Motor homes are recreational camping and travel vehicles built on or as an integral part of a self-propelled motor vehicle chassis. A motor home may provide kitchen, sleeping and bathroom facilities, is equipped with the ability to store and carry fresh water and sewage and may be one of the following types: Motor Home: The living unit has been entirely constructed on a bare, specially designed motor vehicle chassis. Van Camper: A panel-type truck to which the manufacturer adds any two of the following conveniences: sleeping, kitchen and toilet facilities. The manufacturer also adds 110-volt hookup, fresh water storage, city water hookup and top extension to provide more headroom. Mini Motor Home: This unit is built on an automotive manufactured van frame with an attached cab section having a gross vehicle weight rating of 6,500 pounds or more, with an overall height of less than eight feet. The manufacturer completes the body section containing the living area and attaches it to the cab section. Compact Motor Home: This unit is built on an automotive manufactured cab and chassis having a gross vehicle weight rating of less than 6,500 pounds. It may provide any or all of the conveniences of the larger units. Travel trailers are trailers designed to be towed by a motorized vehicle (e.g., automobile, van or pickup truck) and are of such size and weight as not to require a special highway movement permit. A travel trailer is designed to provide temporary living quarters for recreational, camping or travel use, does not require permanent on-site hookup and can be one of the following types: Conventional Travel Trailer: This unit ranges typically from 12 feet to 35 feet in length, and is towed by means of a bumper or frame hitch attached to the towing vehicle. Park Trailer: These are designed for seasonal or temporary living. When set up, the unit may be connected to utilities necessary for operation of installed fixtures and appliances. The unit is built on a single chassis mounted on wheels. Park trailers are no more than 40 feet in overall body length and no more than 12 feet in overall body width when in the traveling mode. The unit is designed for set-up by 15 79 persons without special skills using only hand tools which may include lifting, pulling or supporting devices. Fifth-Wheel Travel Trailer: This unit can be equipped the same as the conventional travel trailer, but is constructed with a raised forward section that allows a bi-level floor plan. This style is designed to be towed by a vehicle equipped with a device known as a fifth-wheel hitch. Folding Camping Trailer: This is a vehicular portable unit mounted on wheels and constructed with collapsible partial sidewalls which fold for towing by another vehicle and unfold at the campsite to provide temporary living quarters for recreational, camping or travel use. Slide-In Camper: This is a portable unit designed to be loaded onto and unloaded from the bed of a pickup truck, constructed to provide temporary living quarters for recreational travel or camping use. YIELD CONSIDERATIONS Interest will be payable on the Notes of any Series or class at the related Interest Rate, to the extent and on the Payment Dates specified in the related Prospectus Supplement. Unless otherwise specified in the related Prospectus Supplement, interest on the Receivables will be distributed to holders of Owner Certificates or Grantor Certificates of any Series on each Distribution Date to the extent set forth in the related Prospectus Supplement at the related PassThrough Rate specified therein applied to the Certificate Balance of such class, as of the first day of the immediately preceding Collection Period (after giving effect to distributions of principal to be made on the Distribution Date in such immediately preceding Collection Period) or, in the case of the first Distribution Date, applied to the Original Certificate Balance of such class. In the case of each payment of principal on a Receivable, the related Owner Certificateholders and Grantor Certificateholders will receive interest for the full month, in part from the Non-Reimbursable Payment by the Servicer. See "Certain Information Regarding the Securities -- Certain Payments by the Servicer". The Receivables will have different APRs, and the APR of some of the Receivables may be less than the Required Rate. Because any Yield Supplement Account will be created with an initial deposit of an amount equal to the Maximum Initial Yield Supplement Amount in respect of the Initial Receivables and any related Yield Supplement Agreement will require Fleetwood Credit to deposit an amount equal to the Maximum Subsequent Yield Supplement Amount in respect of the Subsequent Receivables, if any, disproportionate rates of prepayments between Receivables with higher and lower APRs should not affect the yield to Securityholders on the principal balance of the outstanding Securities of any Series. Except as otherwise provided in the related Prospectus Supplement, the effective yields to Securityholders will be below the yields otherwise produced by the Interest Rate or Pass-Through Rate, as the case may be, for the related class of Securities because the distribution of principal and of interest that accrues on the underlying Receivables in respect of any Collection Period will not be made until the related Payment Date or Distribution Date, as applicable, which will not be earlier than the fifteenth day of the following month unless otherwise specified in the related Prospectus Supplement. Any class of subordinated Securities will provide limited protection against losses on the Receivables to one or more other classes of Securities. Accordingly, the yield on such subordinated Securities may be extremely sensitive to the loss experience of the related Receivables Pool and the timing of any such losses. If the actual rate and amount of losses experienced by such Receivables Pool exceed the rate and amount of such losses assumed by an investor, the yield to maturity on such subordinated Securities may be lower than anticipated. 16 80 POOL FACTORS AND TRADING INFORMATION The "Note Pool Factor" for each class of Notes will be a seven-digit decimal which the Servicer will compute prior to each distribution with respect to such Notes indicating the remaining outstanding principal amount of such class of Notes, as of the applicable Payment Date (after giving effect to payments to be made on such Payment Date), as a fraction of the initial outstanding principal amount of such class of Notes. The "Certificate Pool Factor" for each class of Owner Certificates or Grantor Certificates, as the case may be, will be a seven-digit decimal which the Servicer will compute prior to each distribution with respect to such Certificates indicating the remaining Certificate Balance of such class of Certificates, as of the related Distribution Date (after giving effect to distributions to be made on such Distribution Date), as a fraction of the initial Certificate Balance of such class of Certificates. Each Note Pool Factor and each Certificate Pool Factor will initially be 1.0000000 as of the related Closing Date, and thereafter will decline to reflect reductions in the outstanding principal amount of the applicable class of Notes, or the reduction of the Certificate Balance of the applicable class of Owner Certificates or Grantor Certificates, as the case may be. A Noteholder's portion of the aggregate outstanding principal amount of the related class of Notes will be the product of (i) the original denomination of such Noteholder's Note and (ii) the applicable Note Pool Factor at the time of determination. A Certificateholder's portion of the aggregate outstanding Certificate Balance for the related class of Owner Certificates or Grantor Certificates, as the case may be, will be the product of (a) the original denomination of such Certificateholder's Certificate and (b) the applicable Certificate Pool Factor at the time of determination. Unless otherwise provided in the related Prospectus Supplement, the Noteholders, with respect to any Owner Trust, will receive reports on or about each Payment Date concerning payments received on the Receivables, the Pool Balance, each Note Pool Factor and various other items of information, and the Owner Certificateholders or Grantor Certificateholders, as the case may be, with respect to any Trust will receive reports on or about each Distribution Date concerning payments received on the Receivables, the Pool Balance, each Certificate Pool Factor and various other items of information. In addition, Securityholders of record during any calendar year will be furnished information for tax reporting purposes not later than the latest date permitted by law. See "Certain Information Regarding the Securities -- Statements to Securityholders". USE OF PROCEEDS Unless otherwise provided in the related Prospectus Supplement, the net proceeds to be received by the Seller from the sale of the Securities will be applied to the purchase of the Initial Receivables from Fleetwood Credit pursuant to the related Receivables Purchase Agreement and to the funding of any Pre-Funding Account up to the Pre-Funded Amount, which monies will be applied to purchase Subsequent Receivables pursuant to the related Transfer and Servicing Agreements. THE SELLER The Seller was incorporated in the State of California on January 15, 1991 as a wholly owned, limited purpose subsidiary of Fleetwood Credit. The principal executive offices of the Seller are located at 22840 Savi Ranch Parkway, Yorba Linda, California 92687. Its telephone number is (714) 921-3400. The Seller was organized principally for the purpose of purchasing recreational vehicle retail installment sale contracts from Fleetwood Credit and transferring such retail installment sale contracts to third parties in connection with its activities as a limited purpose subsidiary of Fleetwood Credit. The Seller's Articles of Incorporation limit the activities of the Seller to the above purposes and to any activities incidental thereto. 17 81 THE SERVICER GENERAL Fleetwood Credit was incorporated in the State of California on December 31, 1985, and is a wholly owned subsidiary of First Capital, which acquired Fleetwood Credit from Fleetwood Enterprises, Inc. in May 1996. First Capital is a majority indirect-owned subsidiary of Ford Motor Credit Company ("Ford"). On October 8, 1997, Ford announced its intention to distribute to its stockholders all of its shares in First Capital, subject to receipt of a favorable ruling from the Internal Revenue Service. Upon consummation of such spinoff, which will be reported by First Capital in a current report on Form 8-K, First Capital will no longer be a subsidiary of Ford. Fleetwood Credit's principal activities are the financing of the acquisition by Dealers for resale of various new recreational vehicles, a significant portion of which to date have been manufactured by Fleetwood Enterprises, and used recreational vehicles acquired in the ordinary course of business and the acquisition from such Dealers of installment obligations with respect to the sale of such recreational vehicles. The principal executive offices of Fleetwood Credit are located at 22840 Savi Ranch Parkway, Yorba Linda, California 92687. Its telephone number is (714) 921-3400. ORIGINATION AND SERVICING Fleetwood Credit purchases retail installment sale contracts secured by new and used recreational vehicles from Dealers located throughout the United States. In keeping with the practice of Fleetwood Credit, the Receivables will be originated by Dealers in accordance with Fleetwood Credit's requirements under agreements with such Dealers. The Receivables will be purchased in accordance with Fleetwood Credit's underwriting standards, which emphasize the prospective purchaser's ability to pay and creditworthiness, as well as the asset value of the recreational vehicle to be financed. Fleetwood Credit's standards also require physical damage insurance to be maintained on each Financed Vehicle. THE NOTES GENERAL Each Owner Trust will issue one or more classes of Notes pursuant to an Indenture, a form of which has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. A copy of the Indenture (without exhibits) may be obtained by Noteholders upon request in writing to the Indenture Trustee at its Corporate Trust Office. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the related Notes and Indenture. Where particular provisions or terms used in the Indenture are referred to, the actual provisions (including definitions of terms) are incorporated by reference as part of this summary. Unless otherwise specified in the related Prospectus Supplement, each class of Notes will initially be represented by one or more certificates registered in the name of the nominee of DTC (together with any successor depository selected by the Trust, the "Depository"). Unless otherwise specified in the related Prospectus Supplement, the Notes will be available for purchase in minimum denominations of $1,000 and integral multiples thereof in book-entry form only. See "Certain Information Regarding the Securities -- Book-Entry Registration" and "-- Definitive Securities". DISTRIBUTIONS ON THE NOTES The timing and priority of payment, seniority, allocations of losses, Interest Rate and amount of or method of determining payments of principal and interest on each class of Notes of a Series will be described in the related Prospectus Supplement. The rights of holders of any class of Notes to receive payments of principal and interest may be senior or subordinate to the rights of holders of one or more other classes of Notes of such Series, as described in the related Prospectus Supplement. Unless otherwise provided in the related Prospectus Supplement, payments of interest on the Notes will be made prior to payments of principal thereon. If so provided in the related Prospectus Supplement, a Series of Notes may include one or more 18 82 classes of Strip Notes entitled to (i) principal payments with disproportionate, nominal or no interest payments or (ii) interest payments with disproportionate, nominal or no principal payments. Each class of Notes may have a different Interest Rate, which may be a fixed, variable or adjustable Interest Rate (and which may be zero for certain classes of Strip Notes), or any combination of the foregoing. The related Prospectus Supplement will specify the Interest Rate for each class of Notes of a Series or the method for determining such Interest Rate. Unless otherwise specified in the related Prospectus Supplement, interest on the Notes will be calculated on the basis of a 360-day year consisting of twelve 30-day months. If so specified in the related Prospectus Supplement, one or more classes of Notes of a Series may have fixed principal payment schedules. Noteholders will be entitled to receive as payments of principal on any Payment Date the applicable amounts set forth on such schedule with respect to such Notes, in the manner and to the extent set forth in the related Prospectus Supplement. One or more classes of Notes of a Series may be redeemable in whole or in part under the circumstances specified in the related Prospectus Supplement, including from amounts on deposit in the Pre-Funding Account at the end of the Funding Period, if any, or as a result of the sale of the related Receivables Pool. Unless otherwise specified in the related Prospectus Supplement, payments to Noteholders of all classes within a Series in respect of interest will have the same priority. Under certain circumstances, the amount available for such payments could be less than the amount of interest payable on the Notes on a Payment Date, in which case each class of Noteholders will receive its ratable share (based upon the aggregate amount of interest due to such class of Noteholders) of the aggregate amount available to be distributed in respect of interest on the Notes of such Series. See "Certain Information Regarding the Securities -- Distributions on the Securities" and "-- Credit and Cash Flow Enhancement". In the case of a Series of Notes that includes two or more classes of Notes, the sequential order and priority of payment in respect of principal and interest, and any schedule or formula or other provisions applicable to the determination thereof, of each such class will be set forth in the related Prospectus Supplement. Unless otherwise specified in the related Prospectus Supplement, payments in respect of principal and interest of any class of Notes will be made on a pro rata basis among all the Noteholders of such class. CERTAIN PROVISIONS OF THE INDENTURE Events of Default; Rights upon Event of Default. Unless otherwise specified in the related Prospectus Supplement, "Events of Default" in respect of a Series of Notes under the related Indenture will consist of: (i) a default for five days or more in the payment of any interest on any such Note; (ii) a default in the payment of the principal of or any installment of the principal of any such Note when the same becomes due and payable; (iii) a default in the observance or performance in any material respect of any covenant or agreement of the related Trust made in such Indenture and the continuation of any such default for a period of 60 days after notice thereof is given to the related Trust by the applicable Indenture Trustee or to such Owner Trust and the related Indenture Trustee by the holders of Notes representing more than 25% of the voting interests thereof, voting together as a single class; (iv) any representation or warranty made by such Owner Trust in the related Indenture or in any certificate or other writing delivered pursuant thereto or in connection therewith having been incorrect in any material respect as of the time made, and such breach not having been cured within 30 days after notice thereof is given to such Owner Trust by the applicable Indenture Trustee or to such Owner Trust and such Indenture Trustee by the holders of Notes representing more than 25% of the voting interests thereof, voting together as a single class; or (v) certain events of bankruptcy, insolvency, receivership or liquidation of such Owner Trust. The amount of principal required to be paid to Noteholders of any Series under the related Indenture will generally be limited to amounts available to be deposited in the applicable Note Distribution Account. Therefore, unless otherwise specified in the related Prospectus Supplement, the failure to pay principal on a class of Notes generally will not result in the occurrence of an Event of Default until the Final Scheduled Distribution Date for such class of Notes. If an Event of Default should occur and be continuing with respect to the Notes of any Series, the related Indenture Trustee or holders of not less than a majority in principal amount of the outstanding Notes, voting together as a single class, may declare the principal of such Notes to be immediately due and payable. Such 19 83 declaration may, under certain circumstances, be rescinded by the holders of not less than a majority in principal amount of such outstanding Notes, voting together as a single class. If the Notes of any Series are declared due and payable following an Event of Default, the related Indenture Trustee may institute proceedings to collect amounts due or foreclose on the property of the related Owner Trust, exercise remedies as a secured party, sell the related Receivables or elect to have the applicable Owner Trust maintain possession of such Receivables and continue to apply collections on such Receivables as if there had been no declaration of acceleration. Unless otherwise specified in the related Prospectus Supplement, however, the Indenture Trustee will be prohibited from selling the related Receivables following an Event of Default, other than a default in the payment of any principal of or a default for five days or more in the payment of any interest on any Note of such Series, unless (i) the holders of all such outstanding Notes consent to such sale, (ii) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on such outstanding Notes at the date of such sale or (iii) such Indenture Trustee determines that the proceeds of sale of the Receivables would not be sufficient on an ongoing basis to make all payments on such Notes as such payments would have become due if such obligations had not been declared due and payable, and such Indenture Trustee obtains the consent of the holders of not less than 66 2/3% of the aggregate outstanding amount of such Notes. Following a declaration of acceleration upon an Event of Default, (i) Noteholders will be entitled to ratable repayment of principal on the basis of their respective unpaid principal amounts and (ii) repayment in full of the accrued interest on the Notes and any such payments will be made prior to any further payment of interest on the related Owner Certificates or in respect of the Certificate Balance of such Owner Certificates. Subject to the provisions of the applicable Indenture relating to the duties of the related Indenture Trustee, if an Event of Default occurs and is continuing with respect to a Series of Notes, such Indenture Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the holders of such Notes, if it reasonably believes it will not be adequately indemnified against the costs, expenses and liabilities which might be incurred by it in complying with such request. Subject to the provisions for indemnification and certain limitations contained in the related Indenture, the holders of Notes of such Series representing not less than 51% of the voting interests thereof, voting together as a single class, will have the right to direct the time, method and place of conducting any proceeding or any remedy available to the related Indenture Trustee, and the holders of Notes representing not less than 51% of the voting interests thereof, voting together as a single class, may, in certain cases, waive any default with respect thereto, except a default in the payment of principal or interest or a default in respect of a covenant or provision of such Indenture that cannot be modified without the waiver or consent of the holders of all outstanding Notes. Unless otherwise specified in the related Prospectus Supplement, no holder of a Note will have the right to institute any proceeding with respect to the related Indenture, unless (i) such holder previously has given to the applicable Indenture Trustee written notice of a continuing Event of Default; (ii) the holders of not less than 25% in principal amount of the outstanding Notes of such Series, voting together as a single class, have made written request to such Indenture Trustee to institute such proceeding in its own name as Indenture Trustee; (iii) such holder or holders have offered such Indenture Trustee reasonable indemnity; (iv) such Indenture Trustee has for 60 days failed to institute such proceeding; and (v) no direction inconsistent with such written request has been given to such Indenture Trustee during such 60-day period by the holders of a majority in principal amount of such outstanding Notes, voting together as a single class. If the Indenture Trustee knows that an Event of Default has occurred and is continuing, the Indenture Trustee will mail to each related Noteholder notice of the Event of Default within 30 days after obtaining knowledge of such Event of Default. Except in the case of a failure to pay principal of or interest on any Note, the Indenture Trustee may withhold such notice if and so long as it determines in good faith that withholding the notice is in the interests of Noteholders. Certain Covenants. Each Indenture will provide that the related Owner Trust may not consolidate with or merge into any other entity, unless, among other things, (i) the entity formed by or surviving such consolidation or merger is organized under the laws of the United States, any state or the District of 20 84 Columbia; (ii) such entity expressly assumes such Owner Trust's obligation to make due and punctual payments upon the Notes of the related Series and the performance or observance of every agreement and covenant of such Owner Trust under the Indenture; (iii) no Event of Default shall have occurred and be continuing immediately after such merger or consolidation; (iv) such Owner Trust has been advised by each Rating Agency that such merger or consolidation will not result in the qualification, reduction or withdrawal of its then-current rating of any class of the related Series of Notes or any class of the related Owner Certificates; and (v) such Owner Trust has received an opinion of counsel to the effect that such consolidation or merger would have no material adverse tax consequence to the Owner Trust or to any related Noteholder or Owner Certificateholder. Each Owner Trust will not, among other things, (i) except as expressly permitted by the related Indenture, the related Transfer and Servicing Agreements or certain related documents with respect to such Owner Trust (collectively, the "Related Documents"), sell, transfer, exchange or otherwise dispose of any of the assets of such Owner Trust; (ii) claim any credit on or make any deduction from the principal and interest payable in respect of the related Notes (other than amounts withheld under the Code or applicable state law) or assert any claim against any present or former holder of such Notes because of the payment of taxes levied or assessed upon such Owner Trust; (iii) dissolve or liquidate in whole or in part; (iv) permit the validity or effectiveness of such Indenture to be impaired or permit any person to be released from any covenants or obligations with respect to the related Notes under such Indenture except as may be expressly permitted thereby; (v) permit any lien, charge, excise, claim, security interest, mortgage or other encumbrance to be created on or extend to or otherwise arise upon or burden the assets of such Owner Trust or any part thereof, or any interest therein or the proceeds thereof; or (vi) permit the lien of the related Indenture not to constitute a valid first priority security interest in the assets of such Owner Trust. Each Indenture Trustee and the related Noteholders, by accepting the related Notes, will covenant that they will not at any time institute against the applicable Owner Trust any bankruptcy, reorganization or other proceeding under any federal or state bankruptcy or similar law. With respect to any Owner Trust, neither the related Indenture Trustee nor the related Owner Trustee in its individual capacity, nor any holder of an Owner Certificate representing an ownership interest in such Owner Trust nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns will, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the related Notes or for the agreements of such Owner Trust contained in the related Indenture. No Owner Trust may engage in any activity other than as described herein or in the related Prospectus Supplement. No Owner Trust will incur, assume or guarantee any indebtedness other than indebtedness incurred pursuant to the related Notes and the related Indenture, pursuant to any Advances made to it by the Servicer or otherwise in accordance with the Related Documents. Satisfaction and Discharge of Indenture. Each Indenture will be discharged with respect to the collateral securing the related Notes upon the delivery to the related Indenture Trustee for cancellation of all such Notes or, with certain limitations, upon deposit with such Indenture Trustee of funds sufficient for the payment in full of all such Notes. 21 85 THE OWNER CERTIFICATES GENERAL Each Owner Trust will issue one or more classes of Owner Certificates pursuant to a Trust Agreement, a form of which has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the related Owner Certificates and Trust Agreement. Where particular provisions or terms used in the Trust Agreement are referred to, the actual provisions (including definitions of terms) are incorporated by reference as part of this Summary. Unless otherwise specified in the related Prospectus Supplement, each class of Owner Certificates will initially be represented by one or more certificates registered in the name of the Depository. Unless otherwise specified in the related Prospectus Supplement, the Owner Certificates will be available for purchase in minimum denominations of $20,000 and integral multiples of $1,000 in excess thereof in book-entry form only. See "Certain Information Regarding the Securities -- Book-Entry Registration" and "-- Definitive Securities". DISTRIBUTIONS ON THE OWNER CERTIFICATES The timing and priority of distributions, seniority, allocations of losses, Pass-Through Rate and amount of or method of determining distributions with respect to principal and interest of each class of Owner Certificates of a Series will be described in the related Prospectus Supplement. Distributions of interest on such Owner Certificates will be made on the Distribution Dates specified in the related Prospectus Supplement and will be made prior to distributions with respect to principal of such Owner Certificates. To the extent provided in the related Prospectus Supplement, a Series of Owner Certificates may include one or more classes of Strip Certificates entitled to (i) principal distributions with disproportionate, nominal or no interest distributions or (ii) interest distributions with disproportionate, nominal or no principal distributions. Each class of Owner Certificates may have a different Pass-Through Rate, which may be a fixed, variable or adjustable Pass-Through Rate (and which may be zero for certain classes of Strip Certificates) or any combination of the foregoing. The related Prospectus Supplement will specify the Pass-Through Rate for each class of Owner Certificates of a Series or the method for determining such Pass-Through Rate. Unless otherwise specified in the related Prospectus Supplement, interest on the Owner Certificates will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Distributions in respect of any class of Owner Certificates will be subordinated to payments in respect of the Notes as more fully described in the related Prospectus Supplement. In the case of a Series of Owner Certificates that includes two or more classes, the timing, sequential order, priority of payment or amount of distributions in respect of interest and principal, and any schedule or formula or other provisions applicable to the determination thereof, of each such class shall be as set forth in the related Prospectus Supplement. Unless otherwise provided in the related Prospectus Supplement, distributions in respect of the Owner Certificates of a Series will be subordinated to payments in respect of the Notes of such Series as more fully described in the related Prospectus Supplement. Distributions in respect of interest on and principal of any class of Owner Certificates will be made on a pro rata basis among all the Owner Certificates of such class. Each Trust Agreement will provide that the applicable Owner Trustee does not have the power to commence a voluntary proceeding in bankruptcy with respect to the related Owner Trust without the unanimous prior approval of all Owner Certificateholders and the delivery to such Owner Trustee by each such Owner Certificateholder of a certificate certifying that such Owner Certificateholder reasonably believes that such Owner Trust is insolvent. 22 86 THE GRANTOR CERTIFICATES GENERAL Each Grantor Trust will issue one or more classes of Grantor Certificates pursuant to a Pooling and Servicing Agreement, a form of which has been filed as an exhibit to the Registration Statement of which this Prospectus forms a part. A copy of the Pooling and Servicing Agreement (without exhibits) may be obtained by Grantor Certificateholders upon request in writing to the Grantor Trustee at its Corporate Trust Office. The following summary does not purport to be complete and is subject to, and is qualified in its entirety by reference to, all the provisions of the related Grantor Certificates and Pooling and Servicing Agreement. Where particular provisions or terms used in the Pooling and Servicing Agreement are referred to, the actual provisions (including definitions of terms) are incorporated by reference as part of this summary. Unless otherwise specified in the related Prospectus Supplement, each class of Grantor Certificates will initially be represented by one or more certificates registered in the name of the Depository. Unless otherwise specified in the related Prospectus Supplement, the Grantor Certificates will be available for purchase in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof in book-entry form only. See "Certain Information Regarding the Securities -- Book-Entry Registration" and "-- Definitive Securities". DISTRIBUTIONS ON THE GRANTOR CERTIFICATES The timing and priority of distributions, Pass-Through Rates and amount of or method of determining distributions with respect to principal and interest on the Grantor Certificates of any Series will be described in the related Prospectus Supplement. Interest will be distributed to the holders of the Grantor Certificates on the Distribution Dates specified in the related Prospectus Supplement and will be made prior to distributions with respect to principal unless otherwise specified therein. Each class of Grantor Certificates may have a different Pass-Through Rate. The related Prospectus Supplement will specify the Pass-Through Rate for each class of Grantor Certificates, or the initial Pass-Through Rate and the method for determining such Pass-Through Rate. Unless otherwise specified in the related Prospectus Supplement, interest on the Grantor Certificates will be calculated on the basis of a 360-day year consisting of twelve 30-day months. Distributions in respect of interest on and principal of any class of Grantor Certificates will be made on a pro rata basis among all of the Grantor Certificates of such class. Unless otherwise specified in the related Prospectus Supplement, each class of Grantor Certificates will be entitled to monthly distributions of a portion of all payments received by the Servicer during the related Collection Period allocable to principal on or in respect of the related Receivables. Each Grantor Certificate will represent the fractional undivided interest in the related Grantor Trust specified in the related Prospectus Supplement. Thus, if two classes of Grantor Certificates are issued by a Grantor Trust, in general, the Senior Certificateholders and Subordinated Certificateholders will be entitled to receive, on each Distribution Date, specified percentages (respectively, the "Senior Percentage" and the "Subordinated Percentage") of all payments allocated to principal on or in respect of the related Receivables collected by the Servicer during the related Collection Period plus a full month's interest at the related Pass-Through Rate on the Certificate Balance of the Senior Certificates or the Subordinated Certificates, as the case may be, in each case as of the first day of such Collection Period (after giving effect to distributions of principal to be made on the Distribution Date occurring during such Collection Period). Unless otherwise specified in the related Prospectus Supplement, if two or more classes of Grantor Certificates are issued, the rights of the holders of the Subordinated Certificates to receive distributions of principal will be subordinated to the rights of the holders of the Senior Certificates to receive distributions of interest and principal to the extent described in the related Prospectus Supplement. 23 87 CERTAIN INFORMATION REGARDING THE SECURITIES BOOK-ENTRY REGISTRATION Unless otherwise specified in the related Prospectus Supplement, each class of Securities offered hereby will be represented by one or more certificates registered in the name of Cede, as nominee of DTC. Unless otherwise specified in the related Prospectus Supplement, Security Owners may hold beneficial interests in Securities through DTC (in the United States) or Cedel or Euroclear (in Europe) directly if they are participants of such systems, or indirectly through organizations which are participants in such systems. No Security Owner will be entitled to receive a certificate representing such person's interest in the Securities, except as set forth below. Unless and until Securities of a class are issued in fully registered certificated form ("Definitive Securities") under the limited circumstances described below, all references herein to actions by Noteholders, Certificateholders or Securityholders shall refer to actions taken by DTC upon instructions from DTC Participants, and all references herein to distributions, notices, reports and statements to Noteholders, Certificateholders or Securityholders shall refer to distributions, notices, reports and statements to Cede, as the registered holder of the Securities, for distribution to Securityholders in accordance with DTC procedures. As such, it is anticipated that the only Noteholder, Certificateholder or Securityholder will be Cede, as nominee of DTC. Security Owners will not be recognized by the related Trustee as Noteholders, Certificateholders or Securityholders as such terms will be used in the relevant agreements, and Security Owners will only be permitted to exercise the rights of holders of Securities of the related class indirectly through DTC and DTC Participants, as further described below. Cedel and Euroclear will hold omnibus positions on behalf of their participants through customers' securities accounts in their respective names on the books of their respective Depositaries which in turn will hold such positions in customers' securities accounts in the Depositaries' names on the books of DTC. Transfers between DTC Participants will occur in accordance with DTC rules. Transfers between Cedel Participants and Euroclear Participants will occur in accordance with their applicable rules and operating procedures. Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand, and directly or indirectly through Cedel or Euroclear participants, on the other, will be effected in DTC in accordance with DTC rules on behalf of the relevant European international clearing system by its Depositary. However, each such cross-market transaction will require delivery of instructions to the relevant European international clearing system by the counterparty in such system in accordance with its rules and procedures and within its established deadlines. The relevant European international clearing system will, if the transaction meets its settlement requirements, deliver instructions to its Depositary to take action to effect final settlement on its behalf by delivering or receiving securities in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Cedel Participants and Euroclear Participants may not deliver instructions directly to the Depositaries. Because of time-zone differences, credits of securities received in Cedel or Euroclear as a result of a transaction with a DTC Participant will be made during subsequent securities settlement processing and dated the business day following the DTC settlement date. Such credits or any transactions in such securities settled during such processing will be reported to the relevant Euroclear or Cedel participant on such business day. Cash received in Cedel or Euroclear as a result of sales of Securities by or through a Cedel Participant or a Euroclear Participant to a DTC Participant will be received with value on the DTC settlement date but will be available in the relevant Cedel or Euroclear cash account only as of the business day following settlement in DTC. DTC is a limited-purpose trust company organized under the laws of the State of New York, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the Uniform Commercial Code (the "UCC") in effect in the State of New York and a "clearing agency" registered pursuant to the provisions of Section 17A of the Exchange Act. DTC was created to hold securities for its participating members ("DTC Participants") and to 24 88 facilitate the clearance and settlement of securities transactions between DTC Participants through electronic book-entry changes in accounts of DTC Participants, thereby eliminating the need for physical movement of certificates. DTC Participants include securities brokers and dealers (including the Underwriters), banks, trust companies and clearing corporations. Indirect access to the DTC system also is available to banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a DTC Participant, either directly or indirectly (the "Indirect DTC Participants"). The rules applicable to DTC and DTC Participants are on file with the Commission. Security Owners that are not DTC Participants or Indirect DTC Participants but desire to purchase, sell or otherwise transfer ownership of, or an interest in, the Securities may do so only through DTC Participants and Indirect DTC Participants. DTC Participants will receive a credit for the Securities on DTC's records. The ownership interest of each Security Owner will in turn be recorded on respective records of the DTC Participants and Indirect DTC Participants. Security Owners will not receive written confirmation from DTC of their purchase, but Security Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the DTC Participant or Indirect DTC Participant through which the Security Owner entered into the transaction. Transfers of ownership interests in the Securities of any class will be accomplished by entries made on the books of DTC Participants acting on behalf of Security Owners. To facilitate subsequent transfers, all Securities deposited by DTC Participants with DTC will be registered in the name of Cede, a nominee of DTC. The deposit of Securities with DTC and their registration in the name of Cede will effect no change in beneficial ownership. DTC will have no knowledge of the actual Security Owners and its records will reflect only the identity of the DTC Participants to whose accounts such Securities are credited, which may or may not be the Security Owners. DTC Participants and Indirect DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers. While the Securities of a Series are held in book-entry form, Security Owners will not have access to the list of Security Owners of such Series, which may impede the ability of Security Owners to communicate with each other. Conveyance of notices and other communications by DTC to DTC Participants, by DTC Participants to Indirect DTC Participants and by DTC Participants and Indirect DTC Participants to Certificate Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Under the rules, regulations and procedures creating and affecting DTC and its operations, DTC is required to make book-entry transfers among DTC Participants on whose behalf it acts with respect to the Securities and is required to receive and transmit distributions of principal of and interest on the Securities. DTC Participants and Indirect DTC Participants with which Security Owners have accounts with respect to the Securities similarly are required to make book-entry transfers and receive and transmit such payments on behalf of their respective Security Owners. DTC's practice is to credit DTC Participants' accounts on each Payment Date or Distribution Date in accordance with their respective holdings shown on its records, unless DTC has reason to believe that it will not receive payment on such Distribution Date. Payments by DTC Participants and Indirect DTC Participants to Security Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name", and will be the responsibility of such DTC Participant and not of DTC, the related Owner Trustee, Indenture Trustee or Grantor Trustee (or any paying agent appointed thereby), the Seller or the Servicer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of and interest on each class of Securities to DTC will be the responsibility of the related Owner Trustee, Indenture Trustee or Grantor Trustee (or any paying agent), disbursement of such payments to DTC Participants will be the responsibility of DTC and disbursement of such payments to the related Security Owners will be the responsibility of DTC Participants and Indirect DTC Participants. As a result, under the book-entry format, Security Owners may experience some delay in their receipt of payments. DTC will forward such payments to its DTC Participants which thereafter will forward them to Indirect DTC Participants or Security Owners. 25 89 Because DTC can only act on behalf of DTC Participants, who in turn act on behalf of Indirect DTC Participants and certain banks, the ability of a Security Owner to pledge Securities to persons or entities that do not participate in the DTC system, or otherwise take actions with respect to such Securities, may be limited due to the lack of a physical certificate for such Securities. DTC has advised the Seller that it will take any action permitted to be taken by a Securityholder only at the direction of one or more DTC Participants to whose account with DTC the Securities are credited. Additionally, DTC has advised the Seller that it will take such actions with respect to specified percentages of the Securityholders' interest only at the direction of and on behalf of DTC Participants whose holdings include undivided interests that satisfy such specified percentages. DTC may take conflicting actions with respect to other undivided interests to the extent that such actions are taken on behalf of DTC Participants whose holdings include such undivided interests. Neither DTC nor Cede will consent or vote with respect to the Securities. Under its usual procedures, DTC will mail an "Omnibus Proxy" to the related Owner Trustee, Indenture Trustee or Grantor Trustee as soon as possible after any applicable Record Date for such a consent or vote. The Omnibus Proxy will assign Cede's consenting or voting rights to those DTC Participants to whose accounts the related Securities are credited on that record date (which record date will be identified in a listing attached to the Omnibus Proxy). Cedel is incorporated under the laws of Luxembourg as a professional depository. Cedel holds securities for its participating organizations ("Cedel Participants") and facilitates the clearance and settlement of securities transactions between Cedel Participants through electronic book entry changes in accounts of Cedel Participants, thereby eliminating the need for physical movement of certificates. Transactions may be settled in Cedel in any of 28 currencies, including United States dollars. Cedel provides to Cedel Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Cedel interfaces with domestic markets in several countries. As a professional depository, Cedel is subject to regulation by the Luxembourg Monetary Institute. Cedel Participants are recognized financial institutions around the world including underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations and may include any underwriters, agents or dealers with respect to a Series of Securities offered hereby. Indirect access to Cedel is also available to others, such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Cedel Participant, either directly or indirectly. The Euroclear System was created in 1968 to hold securities for participants of the Euroclear System ("Euroclear Participants") and to clear and settle transactions between Euroclear Participants through simultaneous electronic book-entry delivery against payment, thereby eliminating the need for physical movement of certificates and any risk from lack of simultaneous transfers of securities and cash. Transactions may now be settled in any of 27 currencies, including United States dollars. The Euroclear System includes various other services, including securities lending and borrowing, and interfaces with domestic markets in several countries generally similar to the arrangements for cross-market transfers with DTC described above. The Euroclear System is operated by The Chase Manhattan Bank Brussels, Belgium office (the "Euroclear Operator" or "Euroclear"), under contract with Euroclear Clearance System S.C., a Belgian cooperative corporation (the "Cooperative"). All operations are conducted by the Euroclear Operator, and all Euroclear securities clearance accounts and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The Cooperative establishes policy for the Euroclear System on behalf of Euroclear Participants. Euroclear Participants include banks (including central banks), securities brokers and dealers and other professional financial intermediaries and may include any underwriters, agents or dealers with respect to a Series of Securities offered hereby. Indirect access to the Euroclear System is also available to other firms that clear through or maintain a custodial relationship with a Euroclear Participant, either directly or indirectly. The Euroclear Operator is the Belgian branch of a New York banking corporation which is a member bank of the Federal Reserve System. As such, it is regulated and examined by the Board of Governors of the Federal Reserve System and the New York State Banking Department, as well as the Belgian Banking Commission. 26 90 Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear System and applicable Belgian law (collectively, the "Terms and Conditions"). The Terms and Conditions govern transfers of securities and cash within the Euroclear System, withdrawals of securities and cash from the Euroclear System and receipts of payments with respect to securities in the Euroclear System. All securities in the Euroclear System are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants, and has no record of or relationship with persons holding through Euroclear Participants. Distributions with respect to Securities held through Cedel or Euroclear will be credited to the cash accounts of Cedel Participants or Euroclear Participants in accordance with the relevant system's rules and procedures, to the extent received by its Depositary. Such distributions will be subject to tax withholding in accordance with relevant United States tax laws and regulations. See "Certain Federal Income Tax Consequences". Cedel or the Euroclear Operator, as the case may be, will take any other action permitted to be taken by a Securityholder on behalf of a Cedel Participant or Euroclear Participant only in accordance with its relevant rules and procedures and subject to its Depositary's ability to effect such actions on its behalf through DTC. Although DTC, Cedel and Euroclear have agreed to the foregoing procedures in order to facilitate transfers of Securities among participants of DTC, Cedel and Euroclear, they are under no obligation to perform or continue to perform such procedures and such procedures may be discontinued at any time. Except as required by law, none of the Servicer, the Seller or the related Owner Trustee, Indenture Trustee or Grantor Trustee will have any liability for any aspect of the records relating to or payments made on account of beneficial ownership interests of Securities of any series held by DTC's nominee, or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests. DEFINITIVE SECURITIES Unless otherwise stated in the related Prospectus Supplement, Definitive Securities representing the Securities of any Series or class will be issued to Security Owners or their respective nominees only if (i) the related Administrator, in the case of an Owner Trust, or the Seller, in the case of a Grantor Trust, advises the related Trustee that DTC is no longer willing or able to discharge properly its responsibilities as Depository with respect to the related Securities, and the Administrator or the Seller, as the case may be, is unable to locate a qualified successor, (ii) the Administrator or the Seller, as the case may be, at its option, advises the related Trustee that it elects to terminate the book-entry system through DTC or (iii) after the occurrence of an Event of Default or Servicer Default, Security Owners evidencing not less than 51% of the voting interests of the related Securities, voting together as a single class, advise DTC in writing that the continuation of a book-entry system through DTC (or a successor thereto) is no longer in the best interests of the related Security Owners. Upon the occurrence of any of the events described in the immediately preceding paragraph, the related Owner Trustee will be required to notify the related Security Owners, through Participants, and the Indenture Trustee or Grantor Trustee, as the case may be, of the availability of Definitive Securities. Upon surrender by DTC of the certificates representing all Securities of any affected class and the receipt of instructions for re- registration, the applicable Trustee will issue Definitive Securities to the related Security Owners. Distributions on the Definitive Securities will thereafter be made by the related Trustee directly to holders of the Definitive Securities in accordance with the procedures set forth herein and to be set forth in the related Indenture, Trust Agreement or Pooling and Servicing Agreement, as the case may be. Interest payments and any principal payments on the related Securities on each Distribution Date will be made to holders in whose names the Definitive Securities were registered at the close of business on the Record Date with respect to such Distribution Date. Distributions will be made by check mailed to the address of such holders as they appear on the register specified in the related Trust Agreement, Indenture or Pooling and Servicing Agreement, as the case may be. The final payment on any Securities (whether Definitive Securities 27 91 or Securities registered in the name of a Depository or its nominee), however, will be made only upon presentation and surrender of such Securities at the office or agency specified in the notice of final distribution to Securityholders. The related Owner Trustee, Indenture Trustee or Grantor Trustee (or the related paying agent) will provide such notice to registered Securityholders prior to the date of such final distribution as will be provided in the related Trust Agreement, Indenture or Pooling and Servicing Agreement. Definitive Securities will be transferable and exchangeable at the offices of the related Owner Trustee, Indenture Trustee or Grantor Trustee (or any security registrar appointed thereby), as set forth in the related Trust Agreement, Indenture or Pooling and Servicing Agreement, as the case may be. No service charge will be imposed for any registration of transfer or exchange, but such Trustee may require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. SALE AND ASSIGNMENT OF THE RECEIVABLES The Initial Receivables. On or prior to the Closing Date pursuant to the related Receivables Purchase Agreement, Fleetwood Credit will sell and assign to the Seller, without recourse, its entire interest in and to the related Initial Receivables, including its security interests in the related Initial Financed Vehicles. At the time of initial issuance of the related Securities, the Seller will sell and assign to the related Owner Trustee or Grantor Trustee, as the case may be, without recourse, all of its right, title and interest in and to such Initial Receivables, including its security interests in such Initial Financed Vehicles. Each Initial Receivable will be identified in a schedule appearing as an exhibit to the related Receivables Purchase Agreement and Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be (the "Schedule of Receivables"). Concurrently with the sale and assignment of such Initial Receivables to the related Owner Trustee or Grantor Trustee pursuant to the related Sale and Servicing Agreement or Pooling and Servicing Agreement, such Owner Trustee or Grantor Trustee will execute, authenticate and deliver (or cause the Indenture Trustee to execute, authenticate and deliver) the related Securities to the Seller in exchange therefor. The net proceeds received by the Seller from the sale of the Securities will be applied to the purchase of the Initial Receivables and to the deposit of the Pre-Funded Amount into any Pre-Funding Account established with respect to the related Trust. The Subsequent Receivables. With respect to any Trust as to which a Pre-Funding Account is established, during the Funding Period, pursuant to the related Receivables Purchase Agreement, Fleetwood Credit will be obligated to sell and the Seller will be obligated to purchase, Subsequent Receivables having an aggregate principal balance as of the related Subsequent Cutoff Dates not to exceed the Pre-Funded Amount. On each Subsequent Transfer Date, Fleetwood Credit will sell and assign to the Seller, without recourse, its entire right, title and interest in and to the Subsequent Receivables, including its security interests in the Subsequent Financed Vehicles. Each Subsequent Receivable will be identified in a supplement to the Schedule of Receivables. Unless otherwise specified in the related Prospectus Supplement, the purchase price to be paid to Fleetwood Credit for each Subsequent Receivable will equal the principal amount thereof as of the related Subsequent Cutoff Date. Pursuant to the related Transfer and Servicing Agreements, the Seller will in turn sell the Subsequent Receivables to the related Owner Trustee or Grantor Trust, as the case may be. In connection with each purchase of Subsequent Receivables, such Trust will be required to pay to the Seller an amount equal to the amount paid by the Seller to Fleetwood Credit for such Subsequent Receivables, which purchase price will be paid from monies on deposit in the related Pre-Funding Account. Upon the conveyance of Subsequent Receivables to the Trust on a Subsequent Transfer Date, the related Pool Balance will increase in an amount equal to the aggregate principal balance of such Subsequent Receivables as of the related Subsequent Cutoff Date. Coincident with each such transfer of Subsequent Receivables, the related Yield Supplement Agreement, if any, will require Fleetwood Credit to deposit into the related Yield Supplement Account an amount equal to the Additional Yield Supplement Amount, if any, in respect of such Subsequent Receivables. Each conveyance of Subsequent Receivables will be subject to the following conditions, among others: (i) such Subsequent Receivables must satisfy the eligibility criteria described under "Representations and Warranties"; (ii) such Subsequent Receivables will not have been selected by either Fleetwood Credit or the Seller in a manner that it believes is adverse to the interests of the related Securityholders; (iii) the weighted 28 92 average APR of the Receivables (including the Subsequent Receivables) is not less than the minimum APR specified in the related Prospectus Supplement; (iv) the weighted average remaining term of the Receivables (including the Subsequent Receivables) as of the related Subsequent Transfer Date is not greater than the maximum weighted average remaining term specified in the related Prospectus Supplement; (v) neither the Seller nor the related Owner Trustee or Grantor Trustee, as the case may be, shall have been advised by any nationally recognized statistical rating agency by whom a rating has been assigned to any class of Securities of the related Series at the request of the Seller (each, a "Rating Agency") that the conveyance of such Subsequent Receivables will result in a qualification, modification or withdrawal of its then-current rating of any such class of Securities; and (vi) the related Owner Trustee or Grantor Trustee, as the case may be, shall have received certain opinions of counsel as to, among other things, the enforceability and validity of the Transfer Agreement relating to such conveyance of Subsequent Receivables. The Funding Period will not exceed 90 days, and the aggregate principal balance of the Subsequent Receivables to be conveyed to the related Trust during the related Funding Period will not exceed 25% of the Original Principal Balance of the Securities of the related Trust. Because in each case the Subsequent Receivables will be originated after the Initial Receivables, following their conveyance to a Trust, the aggregate characteristics of the Receivables Pool, including the Subsequent Receivables, may vary from those of the Initial Receivables. Representations and Warranties. In each Receivables Purchase Agreement, Fleetwood Credit will represent and warrant to the Seller, and, in the related Transfer and Servicing Agreements, the Seller will represent and warrant to the related Owner Trustee or Grantor Trustee, as the case may be, among other things, that, on the related Closing Date (with respect to the Initial Receivables and Initial Financed Vehicles) and on each Subsequent Transfer Date (with respect to the related Subsequent Receivables and Subsequent Financed Vehicles): (i) the information set forth in the related Schedule of Receivables with respect to the related Receivables is correct in all material respects; (ii) the Obligor on each such Receivable is required to maintain physical damage insurance covering the related Financed Vehicle in accordance with Fleetwood Credit's normal requirements; (iii) to its knowledge, on the Closing Date or the related Subsequent Transfer Date, as the case may be, the transferred Receivables are free and clear of all security interests, liens, charges and encumbrances and no offsets, defenses or counterclaims against Fleetwood Credit or the Seller, as the case may be, have been asserted or threatened; (iv) on the Closing Date or the related Subsequent Transfer Date, each of the transferred Receivables is secured by a first priority perfected security interest in the related Financed Vehicle in favor of Fleetwood Credit; (v) each transferred Receivable, at the time it was originated, complied and, on the Closing Date or the related Subsequent Transfer Date, as the case may be, complies, in all material respects with applicable federal and state laws, including, without limitation, consumer credit, truth-in-lending, equal credit opportunity and disclosure laws; and (vi) the related Obligor has not been identified by Fleetwood Credit as being a Relief Act Obligor. Repurchase of Certain Receivables by the Seller. As of the second (or, if the Seller so elects, the first) Record Date following the discovery by or notice to the Seller of a breach of any such representation or warranty that materially and adversely affects the interests of the related Securityholders in a Receivable, the Seller, unless it cures the breach, will repurchase such Receivable from the related Trust and, pursuant to the related Receivables Purchase Agreement, Fleetwood Credit will purchase such Receivable from the Seller, at a price equal to the unpaid principal balance owed by the Obligor plus interest thereon at a rate equal to the Required Rate to the last day of the month of repurchase (the "Repurchase Amount"). This repurchase obligation will constitute the sole remedy available to the Securityholders, the related Owner Trustee or Grantor Trustee, as the case may be, and, in the case of Owner Securities, the related Indenture Trustee, for any such uncured breach. The obligation of the Seller to repurchase a Receivable will not be conditioned on performance by Fleetwood Credit of its obligation to repurchase such Receivable from the Seller pursuant to the related Receivables Purchase Agreement. SERVICING PROCEDURES To assure uniform quality in servicing the Receivables and the Servicer's own portfolio of recreational vehicle receivables and to reduce administrative costs, each Owner Trustee, Indenture Trustee and Grantor 29 93 Trustee will appoint the Servicer as custodian of the Receivables for the related Trust. The Receivables will not be physically segregated from other recreational vehicle retail installment sale contracts of the Servicer, or those which the Servicer services for others, to reflect the transfer to the Trust. However, the Servicer's accounting records and computer systems will reflect the sale and assignment of the Receivables to the related Trust, and UCC financing statements reflecting each such sale and assignment will be filed. See "Certain Legal Aspects of the Receivables -- General". The Servicer will in each case make reasonable efforts to collect all payments due with respect to the Receivables and, in a manner consistent with the related Transfer and Servicing Agreements, will continue such collection procedures as it follows with respect to comparable recreational vehicle retail installment sale contracts it services for itself and others. See "Certain Legal Aspects of the Receivables". Consistent with its normal procedures, the Servicer may, in its discretion, arrange with an Obligor to extend or modify the payment schedule on any Receivable. Notwithstanding the foregoing, the Servicer may not extend the stated maturity of such Receivable beyond the scheduled maturity of the Receivable having the latest scheduled maturity as of the related Subsequent Cutoff Date. Such arrangements may result in the Servicer being required to repurchase such Receivable for the Repurchase Amount, or to make an Advance in respect of such Receivable, without any reimbursement therefor. The Servicer will follow such normal collection practices and procedures as it deems necessary or advisable to realize upon any Receivable with respect to which it determines that eventual payment in full is unlikely. The Servicer may sell the related Financed Vehicle securing any such Receivable at a public or private sale, or take any other action permitted by applicable law. THE TRUST ACCOUNTS With respect to each Owner Trust, the Servicer will establish and maintain with (i) the related Indenture Trustee one or more accounts, in the name of the Indenture Trustee on behalf of the related Owner Securityholders, into which all payments made on or in respect of the related Receivables will be deposited (the "Owner Collection Account"), (ii) such Indenture Trustee an account, in the name of the Indenture Trustee on behalf of the related Noteholders, into which amounts released from the Owner Collection Account and any related Trust Account or other credit enhancement for payment to such Noteholders will be deposited and from which all distributions to such Noteholders will be made (the "Note Distribution Account") and (iii) the related Owner Trustee an account, in the name of the Owner Trustee on behalf of the related Owner Certificateholders, into which amounts released from the Owner Collection Account and any Trust Account or other credit enhancement for distribution to such Owner Certificateholders will be deposited and from which all distributions to such Owner Certificateholders will be made (the "Owner Certificate Distribution Account"). With respect to each Grantor Trust, the Servicer will establish and maintain with the related Grantor Trustee an account, in the name of the Grantor Trustee on behalf of the related Grantor Certificateholders, into which all payments made on or in respect of the related Receivables and amounts released from any related Trust Account or other credit enhancement for payment to such Grantor Certificateholders will be deposited and from which all distributions to such Grantor Certificateholders will be made (the "Grantor Collection Account" and, together with the Owner Collection Account, the "Collection Accounts"). Any other accounts to be established with respect to a Trust, including any Pre-Funding Account, Yield Supplement Account or Reserve Fund, will be described in the related Prospectus Supplement. For each Series of Securities, funds in any related Collection Account, Note Distribution Account, Owner Certificate Distribution Account, Pre-Funding Account, Reserve Fund, Yield Supplement Account or other accounts identified in the related Prospectus Supplement (collectively, the "Trust Accounts") will be invested as provided in the related Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be, in Permitted Investments. "Permitted Investments" will generally be limited to investments acceptable to the Rating Agencies as being consistent with the rating of the related Securities. Except as described below or in the related Prospectus Supplement, Permitted Investments will be limited to obligations or securities that mature on or before the related Deposit Date. However, to the extent permitted by the Rating Agencies, funds in any Reserve Fund may be invested in securities that will not mature prior to the next Payment Date with respect to such Notes and will not be sold to meet any shortfalls. Thus, the amount 30 94 on deposit in any Reserve Fund at any time may be less than the balance of the Reserve Fund. If the amount required to be withdrawn from any Reserve Fund to cover shortfalls in collections on the related Receivables (as provided in the related Prospectus Supplement) exceeds the amount on deposit in the Reserve Fund, a temporary shortfall in the amounts distributed to the related Noteholders or Certificateholders could result, which could, in turn, increase the average life of the related Notes or Certificates. Except as otherwise specified in the related Prospectus Supplement, investment earnings on funds deposited in the Trust Accounts, other than the Pre-Funding Account, net of losses and investment expenses (collectively, "Investment Earnings"), will be deposited in the applicable Note Distribution Account or Owner Certificate Distribution Account (with respect to each Owner Trust) or Grantor Collection Account (with respect to each Grantor Trust) on each Deposit Date, as the case may be, and shall be treated as collections of interest on the related Receivables. Except as otherwise provided in the related Prospectus Supplement, each Trust Account shall be maintained with the related Indenture Trustee or Grantor Trustee, as the case may be, so long as such Trustee has short-term credit ratings (the "Required Deposit Ratings") at least equal to Prime-1 by Moody's Investors Service, Inc. ("Moody's") and A-1+ by Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's") or each Trust Account shall be maintained in a non-interest bearing segregated trust account for the benefit of the Securityholders, located in the corporate trust department of a depository institution or trust company having corporate trust powers (which may include such Trustee). If the short-term unsecured debt obligations of such Trustee are not rated at least equal to the Required Deposit Ratings, the Servicer will, with the assistance of such Trustee, as necessary, cause each Trust Account to be moved to a depository institution or trust company whose short-term unsecured debt obligations are rated at least equal to the Required Deposit Ratings or moved to a segregated trust account located in a corporate trust department of a depository institution or trust company as described above. COLLECTIONS Unless otherwise specified in the related Prospectus Supplement, except under the circumstances described in the immediately succeeding paragraph, the Servicer will deposit all payments on or in respect of the Receivables comprising a Receivables Pool received from or on behalf of the related Obligors and all proceeds of such Receivables collected during each Collection Period into the related Collection Account not later than two Business Days after receipt thereof. Notwithstanding the foregoing, such deposits and collections in respect of a Collection Period may be remitted to the related Collection Account by the Servicer on a monthly basis not later than each Deposit Date if (i) so long as Fleetwood Credit is the Servicer and its short-term unsecured debt obligations are rated at least equal to Prime-1 by Moody's and A-1 by Standard & Poor's (the "Required Servicer Ratings") or (ii) the Servicer obtains a letter of credit, surety bond or insurance policy (the "Servicer Letter of Credit") as provided in the related Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be, under which demands for payment will be made to secure timely remittance of monthly collections to the related Collection Account and, in the case of either clause (i) or (ii) above, the related Trustee is provided with a letter from each Rating Agency to the effect that the utilization of such alternative remittance schedule will not result in a qualification, reduction or withdrawal of its then-current rating of any class of Securities of such Series. In the event that the Servicer is permitted to make remittances of collections to the related Collection Account on a monthly basis pursuant to satisfaction of either of the conditions described above, the related Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be, will be modified, to the extent necessary to reflect such change in the timing of such remittances, without the consent of any Securityholder. The Seller or the Servicer, as the case may be, will remit the aggregate Repurchase Amount of any Receivables to be repurchased from the related Trust into the related Collection Account on or before the related Deposit Date. Pending deposit into a Collection Account, collections may be invested by the Servicer at its own risk and for its own benefit and will not be segregated from its own funds. If the Servicer were unable to remit such funds, the related Securityholders might incur a loss. To the extent set forth in the related Prospectus Supplement, the Servicer may, in order to satisfy the requirements described above, obtain a letter of credit or other security for the benefit of the related Trust to 31 95 secure timely remittances of collections on the related Receivables and payment of the aggregate Repurchase Amount with respect to Receivables repurchased by the Servicer. PRE-FUNDING ACCOUNTS; MANDATORY PREPAYMENT OF SECURITIES Pre-Funding Accounts. In connection with any Trust, the Servicer may establish an account in the name of the related Indenture Trustee or Grantor Trustee, as the case may be, for the benefit of the holders of Securities of the related Series into which the Pre-Funded Amount will be deposited on the Closing Date from the net proceeds received from the sale of the Securities and from which monies will be applied during the Funding Period to purchase Subsequent Receivables from the Seller (each, a "Pre-Funding Account"). Each Pre-Funding Account will be maintained with the same entity at which the related Collection Account is maintained. The Pre-Funding Account will be part of such Trust but monies on deposit therein will not be available to cover losses on or in respect of the related Receivables. Any portion of the Pre-Funded Amount remaining on deposit in the Pre-Funding Account at the end of the related Funding Period will be payable as described below as a prepayment of principal to the related Securityholders. Monies on deposit in the Pre-Funding Account may be invested in Permitted Investments under the circumstances and in the manner described in the related Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be. Except as otherwise specified in the related Prospectus Supplement, Investment Earnings on investment of funds in a Pre-Funding Account will be deposited into the related Collection Account and shall be treated as collections of interest on the related Receivables. Upon each conveyance of Subsequent Receivables to a Trust, an amount equal to the purchase price paid by the Seller to Fleetwood Credit for such Subsequent Receivables on the related Subsequent Transfer Date will be withdrawn from the Pre-Funding Account and paid to the Seller. Mandatory Prepayment of the Securities. Unless otherwise provided in the related Prospectus Supplement, the Securities of any Series as to which a Pre-Funding Account has been established will be subject to a "Mandatory Prepayment" on the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date), in the event that any portion of the Pre-Funded Amount, exclusive of any investment earnings thereon, remains on deposit in the Pre-Funding Account after giving effect to the purchase by the Seller and conveyance to the related Trust of all Subsequent Receivables on the related Subsequent Transfer Dates, including any such purchase and conveyance on the date on which the Funding Period ends. Upon the occurrence of any such Mandatory Prepayment, the holders of Securities of each class of such Series may receive as a prepayment a portion of the Pre-Funded Amount remaining in the Pre-Funding Account as specified in the related Prospectus Supplement. Although each Pre-Funding Account will be funded in an amount that the Seller anticipates will allow the related Trust to acquire Subsequent Receivables during the Funding Period in an aggregate principal amount equal to the Pre-Funded Amount, it is unlikely that the aggregate principal amount of Subsequent Receivables sold to such Trust will exactly equal the Pre-Funded Amount, and therefore it is likely that there will be at least a nominal amount of principal prepaid to Securityholders. YIELD SUPPLEMENT ACCOUNTS; YIELD SUPPLEMENT AGREEMENTS Yield Supplement Accounts. Each Yield Supplement Account will be designed solely to hold funds to be applied by the related Grantor Trustee or Owner Trustee and Indenture Trustee to provide payments to Securityholders in respect of Receivables the APR of which is less than the Required Rate. Each Yield Supplement Account will be maintained with the same entity at which the related Collection Account is maintained and, unless otherwise specified in the related Prospectus Supplement, will be created with an initial deposit by Fleetwood Credit of the Yield Supplement Initial Deposit. On each Distribution Date, the related Indenture Trustee or Grantor Trustee will transfer to the related Collection Account from monies on deposit in the Yield Supplement Account an amount equal to the Yield Supplement Deposit Amount in respect of the Receivables for such Distribution Date. Unless otherwise specified in the related Prospectus Supplement, amounts on deposit on any Distribution Date in the Yield 32 96 Supplement Account in excess of the Maximum Yield Supplement Amount, after giving effect to all distributions to be made on such Distribution Date, will be released to the Seller. Monies on deposit in the Yield Supplement Account may be invested in Permitted Investments under the circumstances and in the manner described in the related Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be. Except as otherwise specified in the related Prospectus Supplement, Investment Earnings on investment of funds in a Yield Supplement Account will be deposited into such Yield Supplement Account. Unless otherwise specified in the related Prospectus Supplement, any monies remaining on deposit in a Yield Supplement Account upon the termination of the related Trust pursuant to its terms shall be released to the Seller. Except as otherwise specified in the related Prospectus Supplement, each Yield Supplement Accounts will not be part of or otherwise includible in the related Trusts. Yield Supplement Agreements. If a Yield Supplement Account is established with respect to any Trust as to which a Pre-Funding Account has been established, Fleetwood Credit, the Seller and the related Grantor Trustee or Owner Trustee and Indenture Trustee, as the case may be, will enter into a Yield Supplement Agreement to be dated as of the related Cutoff Date pursuant to which, on each Transfer Date, Fleetwood Credit will deposit into the Yield Supplement Account the Additional Yield Supplement Amount calculated as described under "Summary -- Yield Supplement Accounts; Yield Supplement Agreements" in respect of the related Receivables. Each Yield Supplement Agreement will affect only Receivables having APRs less than the related Required Rate. CERTAIN PAYMENTS BY THE SERVICER With respect to each Trust, on each Deposit Date, the Servicer will be required, subject to the limitations set forth below, to advance to the related Trust an amount equal to all accrued interest, if any, on the unpaid principal balance of each related Receivable at the related APR since the most recent date upon which a payment was made in respect of such Receivable by or on behalf of the related Obligor through the last day of the related Collection Period (each, an "Advance"). The obligation of the Servicer to make an Advance will be limited to circumstances in which the Servicer, in its reasonable discretion, determines such Advance will ultimately be reimbursable from subsequent payments made by or on behalf of the related Obligor, from insurance proceeds, from liquidation proceeds or otherwise, except in the case of the waiver by the Servicer of any scheduled interest on a Receivable, in which case the Servicer shall be required to make an Advance of such interest amount without the right of subsequent reimbursement. In making Advances, the Servicer will endeavor to maintain monthly payments of interest at the related Interest Rates or Pass-Through Rates to Securityholders, rather than to guarantee or insure against losses. Accordingly, all Advances (except such waivers of scheduled interest and Non-Reimbursable Payments) shall be reimbursable to the Servicer, without interest, if and when a payment relating to a Receivable with respect to which an Advance has previously been made is subsequently received. In addition, Advances in respect of a Receivable (other than a Receivable repurchased by the Seller) as to which (i) a scheduled payment is 180 days delinquent or (ii) the Servicer has determined that eventual payment in full is unlikely and has repossessed and liquidated the related Financed Vehicle within such 180-day period (each, a "Defaulted Receivable") shall also be reimbursable (except with respect to such waivers of scheduled interest) to the Servicer from collections on or in respect of other Receivables comprising part of the related Receivables Pool to the extent that the Servicer determines that such Advance will not be recoverable from payments made on or in respect of such Defaulted Receivable. When a prepayment of principal is made on or in respect of a Receivable, interest is paid on the unpaid principal balance of such Receivable only to the date of such payment. To ensure that Securityholders will not be adversely affected by any shortfall in interest resulting from any such payment, the related Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be, will require the Servicer to deposit into the related Collection Account on each Deposit Date, without the right of subsequent reimbursement, such amount as may be necessary to assure that the distributions made on the related Payment Date or Distribution Date in respect of such Receivable to the related Securityholders include an amount equal to interest at a rate equal to the Required Rate on the amount of such principal payment from 33 97 the date of payment through the last day of the related Collection Period (each, a "Non-Reimbursable Payment"). The Servicer will remit to the related Collection Account an amount equal to each Advance and Non-Reimbursable Payment to be made in respect of a Collection Period not later than the related Deposit Date. NET DEPOSITS Unless otherwise specified in the related Prospectus Supplement, for administrative convenience and with respect to each Trust, the Servicer will be permitted to make deposits of collections, Advances, Non-Reimbursable Payments and Repurchase Amounts for or in respect of each Collection Period net of distributions to be made to the Servicer with respect to such Collection Period. The Servicer, however, will account to each Trustee and to the related Securityholders as if all deposits and distributions were made individually. SERVICING COMPENSATION Unless otherwise specified in the related Prospectus Supplement, with respect to each Trust the Servicer will be entitled to receive, out of interest collected on or in respect of the related Receivables, the Servicing Fee for each Collection Period equal to one-twelfth of the product of the Servicing Fee Rate, which, except as otherwise specified in the related Prospectus Supplement will equal 1.0%, and the Pool Balance as of the first day of such Collection Period. The Servicing Fee will be calculated and paid based upon a 360-day year consisting of twelve 30-day months. The Servicer will also collect and retain any late fees, prepayment charges and other administrative fees or similar charges allowed by applicable law with respect to the Receivables. The Servicing Fee will compensate the Servicer for performing the functions of a third party servicer of recreational vehicle receivables as an agent for the related Trust, including collecting and posting all payments, responding to inquiries of Obligors on the Receivables, investigating delinquencies, sending payment statements and reporting tax information to Obligors, paying costs of disposition of Defaulted Receivables and policing the collateral. The Servicing Fee payable with respect to any Trust also will compensate the Servicer for administering the related Receivables Pool, including making Advances and Non-Reimbursable Payments, accounting for collections, furnishing monthly and annual statements to the Grantor Trustee or Owner Trustee and Indenture Trustee, as the case may be, with respect to distributions, generating federal income tax information and paying certain taxes, accounting fees, outside auditor fees, data processing costs and other costs incurred in connection with administering the related Receivables. DISTRIBUTIONS ON THE SECURITIES With respect to each Series of Securities, beginning on the Payment Date or Distribution Date specified in the related Prospectus Supplement, distributions of principal and interest (or, where applicable, in respect of principal only or interest only) on each class of Securities entitled thereto will be made by the related Trustee (or paying agent) to the Noteholders and the Certificateholders, respectively, of such Series. The timing, calculation, allocation, order, source, priorities of and requirements for all distributions to each class of Owner Securities and Grantor Certificates will be set forth in the related Prospectus Supplement. With respect to each Owner Trust, on each Payment Date or Distribution Date, as applicable, collections on or in respect of the related Receivables will be transferred from the Owner Collection Account to the Note Distribution Account and Certificate Distribution Account for distribution to the Noteholders and Owner Certificateholders to the extent provided in the related Prospectus Supplement. With respect to each Grantor Trust, on each Distribution Date distributions to the related Certificateholders will be made from the Grantor Collection Account directly. Credit enhancement, such as a Reserve Fund, will be available to cover any shortfalls in the amount available for distribution on such date to the related Securityholders to the extent specified in the related Prospectus Supplement. As more fully described in the related Prospectus Supplement, and unless otherwise specified therein, distributions in respect of principal of a class of Securities of a Series will be subordinated to distributions in respect of interest on such class, distributions in respect of one or more classes of Owner Certificates may be subordinated to payments in respect of the Notes of such 34 98 Series and distributions in respect of principal of any class of Subordinated Certificates will be subordinated to distributions in respect of interest and principal of the related Senior Certificates. CREDIT AND CASH FLOW ENHANCEMENT The amounts and types of any credit enhancement arrangements and the provider thereof, if applicable, with respect to each class of Securities of a Series will be set forth in the related Prospectus Supplement. To the extent provided in the related Prospectus Supplement, credit enhancement may be in the form of subordination of one or more classes of Securities, Reserve Funds, Cash Collateral Accounts, Spread Accounts, letters of credit, surety bonds, insurance policies, over-collateralization, credit or liquidity facilities, surety bonds, guaranteed investment contracts, swaps or other interest rate protection agreements, repurchase obligations, other agreements with respect to third party payments or other support, cash deposits or such other arrangements as may be described in the related Prospectus Supplement, or any combination of the foregoing. If specified in the applicable Prospectus Supplement, credit enhancement for a class of Securities may cover one or more other classes of Securities of the same Series, and credit enhancement for a Series of Securities may cover one or more other Series of Securities. The type, characteristics and amount of the credit enhancement with respect to any Series or class of Securities will be determined based on several factors, including the characteristics of the related Receivables Pool as of the related Cutoff Date, and will be established on the basis of the requirements of each applicable Rating Agency. If credit enhancement is provided with respect to Securities of any Series, the related Prospectus Supplement will include a description of (i) the amount payable thereunder; (ii) any conditions to payment thereunder not otherwise described herein; (iii) the conditions (if any) under which the amount payable thereunder may be reduced, terminated or replaced; (iv) any material provisions of any agreement relating to the credit enhancement; and (v) certain descriptive information with respect to any third-party provider of credit enhancement. If so described in the related Prospectus Supplement, credit enhancement with respect to a Series of Securities may be available to pay principal of any class of Securities of such Series following the occurrence of certain Events of Default or Servicer Defaults with respect to such Securities. In such event, the provider of such credit enhancement may have an interest in certain cash flows from the related Receivables to the extent described in such Prospectus Supplement and may be entitled to the benefit of the related Trust's interest in such Receivables. Unless otherwise provided in the related Prospectus Supplement, such interests will be subordinated to the interests of the related Securityholders. The presence of a Reserve Fund or other form of credit enhancement is intended to enhance the likelihood of receipt by the Securityholders of such class or Series of the full amount of principal or interest due thereon and to decrease the likelihood that such Securityholders will experience losses. Unless otherwise specified in the related Prospectus Supplement, the credit enhancement for a class or Series of Securities will not provide protection against all risks of loss and will not guarantee repayment of all principal and interest thereon. If losses occur which exceed the amount covered by such credit enhancement or which are not covered by such credit enhancement, such Securityholders will bear their allocable share of such losses, as described in the related Prospectus Supplement. In addition, if a form of credit enhancement covers more than one Series of Securities, Securityholders of any such Series will be subject to the risk that such credit enhancement may be exhausted by the claims of Securityholders of other Series. Subordination. If so specified in the related Prospectus Supplement, one or more classes of Owner Securities may be subordinated to one or more other classes of Owner Securities of such Series. If a Grantor Trust issues two or more classes of Grantor Certificates, the Subordinated Grantor Certificates of such Series will be subordinated to the related Senior Grantor Certificates. The rights of the holders of subordinated Securities to receive distributions of principal or interest on any Payment Date or Distribution Date will be subordinated to the rights of the holders of the Securities which are senior to such Securities to the extent set forth in the related Prospectus Supplement. Such subordination may be limited in amount and may not be available to cover certain types of losses. The related Prospectus Supplement will also set forth information concerning the amount of subordination of any class or classes of Securities in a Series, the circumstances under which the subordination will be applicable, the manner, if any, in which the amount of subordination will decrease over time and the conditions under which amounts available from payments that 35 99 would otherwise be made to holders of the subordinated Securities will be distributed to holders of Securities which are senior thereto. Generally, the amount of subordination available will be decreased by the amounts which are otherwise payable to the holders of subordinated Securities and are paid to the holders of the Securities which are senior thereto. Reserve Fund. If so provided in the related Prospectus Supplement, pursuant to the related Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be, the Seller will establish for any Series or one or more classes of Securities of such Series an account (the "Reserve Fund"), which will be maintained with the applicable Indenture Trustee or Grantor Trustee, as the case may be. Unless otherwise provided in the related Prospectus Supplement, the Reserve Fund will be maintained with the same entity at which the related Collection Account is maintained and will be funded by an initial deposit by the Seller on the related Closing Date in the amount specified in the related Prospectus Supplement, if any. The amount on deposit in each Reserve Fund will be increased on each Payment Date or Distribution Date up to the balance specified in the related Prospectus Supplement by the deposit therein of collections on or in respect of the related Receivables remaining on each such Payment Date or Distribution Date after all other required payments and distributions have been made. The related Prospectus Supplement will describe the circumstances and manner under which distributions may be made out of the Reserve Fund, to holders of the Securities covered thereby, to the Servicer or to the Seller. Upon any distribution to the Servicer or Seller of amounts from the Reserve Fund, the related Securityholders will not have any rights in, or claims to, such amount. Each Reserve Fund will be a segregated trust account held by the related Indenture Trustee or Grantor Trustee, as the case may be, for the benefit of the holders of the class or classes of Securities specified therein. Unless otherwise specified in the related Prospectus Supplement, the Reserve Fund will be a part of the related Owner Trust but will not be a part of or otherwise includible in the related Grantor Trust. Letter of Credit. If so specified in the related Prospectus Supplement, credit enhancement may be provided with respect to any Series or class of Securities in the form of a letter of credit issued by a bank or financial institution specified in such Prospectus Supplement (the "LOC Issuer"). Subject to the terms and conditions specified in the related Prospectus Supplement, the LOC Issuer will be obligated to honor drawings under a letter of credit in an aggregate dollar amount (which may be fixed or may be reduced as described in the related Prospectus Supplement), net of unreimbursed payments thereunder, equal to the amount described in the related Prospectus Supplement. The amount available under any letter of credit will be reduced to the extent of the unreimbursed payments thereunder. A letter of credit may not cover all types of losses. Cash Collateral Account. If so specified in the related Prospectus Supplement, the Securities of any class or Series may have the benefit of a cash collateral account (each, a "Cash Collateral Account"). Unless otherwise specified in the related Prospectus Supplement, a Cash Collateral Account with respect to the Securities of any class or Series will be maintained with the same entity at which the related Collection Account is located and will be funded in full on the related Closing Date and the funds on deposit therein may be invested in Permitted Investments. The amount available to be withdrawn from a Cash Collateral Account will be the lesser of the amount on deposit in the Cash Collateral Account and the amount specified in the Prospectus Supplement. The related Prospectus Supplement will set forth the circumstances under which withdrawals will be made from the Cash Collateral Account. Spread Account. If so specified in the related Prospectus Supplement, support for the Securities of any Series or class of Securities may be provided by the periodic deposit of certain available excess cash flows from the related Receivables Pool into an account (the "Spread Account") maintained with the same entity at which the Collection Account is located. Funds on deposit from time to time in a Spread Account are intended to assure the subsequent distributions of interest and principal on such Securities in the manner specified in the related Prospectus Supplement. Surety Bond or Insurance Policy. If so specified in the related Prospectus Supplement, a surety bond or insurance policy may be purchased for the benefit of the holders of the Securities of any Series or class to assure distributions of interest or principal with respect to such Securities in the manner and amount specified in such Prospectus Supplement. 36 100 STATEMENTS TO SECURITYHOLDERS Unless otherwise provided in the related Prospectus Supplement, with respect to each Series of Securities, on or prior to each Payment Date or Distribution Date, the Servicer will prepare and forward to the related Trustee to be included with each distribution to each Securityholder of record a statement, setting forth for the related Collection Period, among other things, the following information: (i) the amount of the distribution allocable to principal on each class of Securities of such Series; (ii) the amount of the distribution allocable to interest on each class of Securities of such Series; (iii) the Securityholder's pro rata portion of the applicable Servicing Fee and any additional servicing compensation paid to the Servicer allocable to each class of Securities of such Series; (iv) the Pool Balance and the Pool Factor applicable to each class of Securities of such Series as of the related Record Date; (v) the aggregate amount of unreimbursed Advances and the change in such amount from the immediately preceding Collection Period; (vi) the amount, if any, of proceeds received during the related Collection Period in connection with any physical damage insurance policies covering Financed Vehicles; (vii) the amount, if any, of proceeds received during the related Collection Period from Dealer or Seller repurchase obligations relating to Defaulted Receivables or defective Receivables or Servicer repurchase obligations relating to Receivables in respect of which certain servicing covenants have been breached; (viii) the amount, if any, distributed to Securityholders from any Reserve Fund or other form of credit enhancement; (ix) the balance of any Reserve Fund, letter of credit, Cash Collateral Account or Spread Account established with respect to such Series, expressed as a percentage of the Pool Balance and, in the event the amount on deposit in each such account or the outstanding amount available under such letter of credit has been reduced to zero, the number and aggregate dollar amount of Defaulted Receivables; (x) the amount of any shortfall in interest or principal distributions on such Payment Date or Distribution Date, as applicable, and any change in such shortfalls from the preceding Payment Date or Distribution Date; (xi) the outstanding Principal Amount of each class of Notes and Certificate Balance of each class of Owner Certificates or Grantor Certificates, as the case may be, of such Series as of such Record Date, after giving effect to payments allocated to principal reported under clause (i) above; (xii) the Interest Rate with respect to each class of Notes and the Pass-Through Rate with respect to each class of Owner Certificates or Grantor Certificates, as the case may be, of such Series in effect for the next period, if such Securities have variable or adjustable Interest Rates or Pass-Through Rates; (xiii) the aggregate amount of realized losses in respect of Receivables which became Defaulted Receivables during the related Collection Period, if any, as of such Record Date and the change in such amount from the immediately preceding Record Date; (xiv) the amount otherwise distributable to any class of subordinated Securities that is instead being distributed to any class of senior Securities of such Series on such Distribution Date; (xv) with respect to any Series of Securities as to which a Pre-Funding Account has been established, for Payment Dates or Distribution Dates during the Funding Period, the remaining Pre-Funded Amount on deposit in the Pre-Funding Account, the amount, if any, withdrawn to purchase Subsequent Receivables or the amount of any other reduction in the amount on deposit therein during such Collection Period and the amount of any Additional Yield Supplement Amounts deposited into the 37 101 Yield Supplement Account in respect of Subsequent Receivables transferred to the Trust during the related Collection Period; (xvi) with respect to any Trust as to which a Yield Supplement Account has been established, the Yield Supplement Amount, the Yield Supplement Deposit Amount and the amount on deposit in the Yield Supplement Account after giving effect to distributions made on such Distribution Date; (xvii) for the Payment Date or Distribution Date that is or immediately follows the end of the Funding Period, if any, the amount of the Pre-Funded Amount that has not been used to purchase Subsequent Receivables and is being or will be distributed as a prepayment of principal to Securityholders; and (xviii) such other information as may be specified in the related Prospectus Supplement. Items (i), (ii) and (iii) above will be expressed as a dollar amount per Security with a denomination of $1,000. In addition, within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of each Trust, the related Trustee will mail to each Person who at any time during such calendar year shall have been a registered Securityholder a statement containing certain information for the purposes of such Securityholder's preparation of federal income tax returns. See "Certain Federal Income Tax Consequences". EVIDENCE AS TO COMPLIANCE The Owner Certificates and the Grantor Certificates. Each Sale and Servicing Agreement or Pooling and Servicing Agreement will provide that a firm of independent public accountants will furnish to the related Grantor Trustee or Owner Trustee, as the case may be, on or before April 30 of each year a statement as to compliance by the Servicer during the preceding 12 months ended December 31 (or shorter period in the case of the first such statement) with certain standards relating to the servicing of the related Receivables. Each Sale and Servicing Agreement or Pooling and Servicing Agreement will also provide for delivery to the related Grantor Trustee or Owner Trustee, as the case may be, on or before April 30 of each year, of a certificate signed by an officer of the Servicer stating that the Servicer has fulfilled its obligations under the related Sale and Servicing Agreement or Pooling and Servicing Agreement throughout the preceding 12 months ended December 31 (or shorter period in the case of the first such statement) or, if there has been a default in the fulfillment of any such obligation, describing each such default. The Notes. Each Owner Trust will be required to file annually with the related Indenture Trustee a written statement as to the fulfillment of its obligations under the related Indenture. The Indenture Trustee for each Owner Trust will be required to mail each year to all related Noteholders a brief report relating to its eligibility and qualification to continue as Indenture Trustee under the related Indenture, any amounts advanced by it under such Indenture, the amount, interest rate and maturity date of certain indebtedness owing by such Trust to the applicable Indenture Trustee in its individual capacity, the property and funds physically held by such Indenture Trustee as such and any action taken by it that materially affects the related Notes and that has not been previously reported. Copies of the foregoing statements and certificates may be obtained by Securityholders by a request in writing addressed to the related Trustee. CERTAIN MATTERS REGARDING THE SERVICER Each Sale and Servicing Agreement or Pooling and Servicing Agreement will provide that the Servicer may not resign from its obligations and duties as Servicer thereunder, except upon determination that its performance of such duties is no longer permissible under applicable law. No such resignation will become effective until the related Indenture Trustee, Owner Trustee or Grantor Trustee, as the case may be, or a successor servicer has assumed the Servicer's servicing obligations and duties under the related Sale and Servicing Agreement or Pooling and Servicing Agreement. 38 102 Unless otherwise provided in the related Prospectus Supplement, each Sale and Servicing Agreement and Pooling and Servicing Agreement will further provide that neither the Servicer nor any of its directors, officers, employees and agents will be under any liability to the related Trust or Securityholders for taking any action or for refraining from taking any action pursuant to the related Sale and Servicing Agreement or Pooling and Servicing Agreement; provided, however, that neither the Servicer nor any such person will be protected against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties thereunder. The Servicer will be under no obligation to appear in, prosecute or defend any legal action that is not incidental to its servicing responsibilities under the related Sale and Servicing Agreement or Pooling and Servicing Agreement and that, in its opinion, may cause it to incur any expense or liability. Any corporation into which the Servicer may be merged or consolidated, or any corporation resulting from any merger or consolidation to which the Servicer is a party, or any corporation succeeding to all or substantially all of the business of the Servicer, which corporation assumes the obligations of the Servicer, will be the successor to the Servicer under the related Sale and Servicing Agreement or Pooling and Servicing Agreement. SERVICER DEFAULTS Unless otherwise provided in the related Prospectus Supplement, a "Servicer Default" under each Sale and Servicing Agreement or Pooling and Servicing Agreement will consist of: (i) any failure by the Servicer (or the Seller, so long as Fleetwood Credit is the Servicer) to deliver to the related Trustee as required by such agreement for distribution to the Securityholders any required payment, or any failure by the Servicer to deliver a Servicer's Certificate with respect to any Payment Date or Distribution Date, which failure continues unremedied for three Business Days after discovery by an officer of the Servicer (or the Seller, so long as Fleetwood Credit is the Servicer), or written notice of such failure is given (a) to the Servicer or the Seller, as the case may be, by the related Trustee or (b) to the Seller or the Servicer, as the case may be, and to the related Trustee by, in the case of an Owner Trust, holders of Notes evidencing not less than 25% of the voting interests thereof, voting together as a single class, or, if the Notes have been paid in full, by the holders of Owner Certificates evidencing not less than 25% of the voting interests thereof, voting together as a single class, and, in the case of a Grantor Trust by the holders of Grantor Certificates evidencing not less than 25% of the voting interests of such Grantor Certificates, voting together as a single class; (ii) any failure by the Servicer (or the Seller, so long as Fleetwood Credit is the Servicer) duly to observe or perform in any material respect any covenant or agreement in the related Sale and Servicing Agreement or Pooling and Servicing Agreement which failure materially and adversely affects the rights of Securityholders and which continues unremedied for 60 days after the giving of written notice of such failure is given as described in clause (i) above; and (iii) certain events of bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings and certain actions by the Servicer (or the Seller, so long as Fleetwood Credit is the Servicer) indicating its insolvency, reorganization pursuant to bankruptcy proceedings or inability to pay its obligations (each, an "Insolvency Event"). RIGHTS UPON SERVICER DEFAULT Unless otherwise provided in the related Prospectus Supplement, as long as a Servicer Default remains unremedied, (i) in the case of an Owner Trust, the related Indenture Trustee or holders of Notes of the related Series representing not less than 51% of the voting interests thereof (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or holders of Owner Certificates evidencing not less than 51% of the voting interests thereof), voting together as a single class, or (ii) in the case of a Grantor Trust, the related Grantor Trustee or holders of Grantor Certificates evidencing not less than 51% of the voting interests thereof, voting together as a single class, may terminate all the rights and obligations of the Servicer under the related Sale and Servicing Agreement or Pooling and Servicing Agreement, whereupon such Indenture Trustee or Grantor Trustee, as the case may be, will succeed, without further action, to all the responsibilities, duties and liabilities of the Servicer in its capacity as such under such agreement and will be entitled to similar compensation arrangements. If, however, a 39 103 bankruptcy trustee or similar official has been appointed for the Servicer, and no Servicer Default other than such appointment has occurred, such trustee or official may have the power to prevent the Indenture Trustee or the Noteholders (or Owner Certificateholders) or the Grantor Trustee or the Grantor Certificateholders, as the case may be, from effecting a transfer of servicing. In the event that the related Indenture Trustee or Grantor Trustee is unwilling or unable so to act, it may appoint or petition a court of competent jurisdiction to appoint a successor with a net worth of at least $100,000,000 and whose regular business includes the servicing of recreational vehicle or motor vehicle receivables. The Indenture Trustee or Grantor Trustee, as the case may be, may make such arrangements for compensation to be paid, which in no event may be greater than the servicing compensation paid to the Servicer under the related Sale and Servicing Agreement or Pooling and Servicing Agreement. Notwithstanding such termination, the Servicer shall be entitled to payment of certain amounts payable to it prior to such termination, for services rendered prior to such termination. WAIVER OF PAST DEFAULTS Unless otherwise provided in the related Prospectus Supplement, in the case of (i) each Owner Trust, the holders of related Notes evidencing not less than 51% of the voting interests thereof (or, if all of the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, the holders of related Owner Certificates evidencing not less than 51% of the voting interests thereof), voting together as a single class, or (ii) each Grantor Trust, holders of Grantor Certificates evidencing not less than 51% of the voting interest thereof, voting together as a single class, may, on behalf of all such Securityholders, waive any default by the Servicer in the performance of its obligations under the related Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be, and its consequences, except a default in making any required deposits to or payments from the related Trust Accounts in accordance with such agreement or in respect of a covenant or provision of such agreement that cannot be modified or amended without the consent of each Securityholder (in which event the related waiver will require the approval of holders of all of the Securities of such Series). No such waiver will impair the Securityholders' rights with respect to subsequent Servicer Defaults. Except as otherwise provided in the related Prospectus Supplement, the "voting interests" of each Series of (i) Notes will be allocated among the Noteholders or related Security Owners, as the case may be, in accordance with the unpaid principal amount of the related Notes; (ii) Owner Certificates will be allocated among the Owner Certificateholders or related Security Owners, as the case may be, in accordance with the Certificate Balance represented thereby; and (iii) Grantor Certificates will be allocated among the Grantor Certificateholders or related Security Owners, as the case may be, in accordance with the Certificate Balance represented thereby; except that in certain circumstances any Securities held by the Seller, the Servicer (so long as Fleetwood Credit is the Servicer) or any of their respective affiliates shall be excluded from such determination. AMENDMENT Amendment of the Trust Agreements and Pooling and Servicing Agreements. Unless otherwise specified in the related Prospectus Supplement, each Trust Agreement and Pooling and Servicing Agreement may be amended without the consent of the related Owner Certificateholders or Grantor Certificateholders, as the case may be, to cure any ambiguity, correct or supplement any provision therein which may be inconsistent with any other provision therein, to add any other provisions with respect to matters or questions arising under such agreement which are not inconsistent with the provisions thereof, to add or provide for any credit enhancement for any class of Securities of the related Series or to permit certain changes with respect to the amount required to be maintained on deposit in the Reserve Fund or any Servicer Letter of Credit, if any; provided, that any such action will not, in the opinion of counsel satisfactory to the related Owner Trustee or Grantor Trustee, as the case may be, materially and adversely affect the interests of any such Securityholder; and provided further, that in the case of a change with respect to the amount required to be maintained on deposit in any Reserve Fund or Servicer Letter of Credit the Owner Trustee or the Grantor Trustee, as the case may be, receives a letter from each applicable Rating Agency to the effect that its then-current rating on 40 104 any class of Securities of the related Series will not be qualified, reduced or withdrawn due to such amendment. Unless otherwise specified in the related Prospectus Supplement, each Trust Agreement and Pooling and Servicing Agreement may also be amended from time to time with the consent of the holders of Owner Certificates or Grantor Certificates, as the case may be, evidencing not less than 51% of the voting interests thereof, voting together as a single class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of such agreement or of modifying in any manner the rights of the related Securityholders of each class of such Series; provided, that no such amendment may (i) except as described above, increase or reduce in any manner the amount of or accelerate or delay the timing of collections of payments on or in respect of the Receivables or distributions on the Notes or the Certificates or (ii) reduce the aforesaid percentage of the voting interests of which the holders of any class of Securities of such Series are required to consent to any such amendment, without the consent of the holders of all of the relevant class of Securities. Amendment of the Indentures. Unless otherwise specified in the related Prospectus Supplement with respect to a Series of Notes, each Owner Trust and related Indenture Trustee (on behalf of such Owner Trust) may, without consent of the related Noteholders, enter into one or more supplemental indentures for any of the following purposes: (i) to correct or amplify the description of the collateral or to add additional collateral; (ii) to provide for the assumption of the Notes and the Indenture obligations by a permitted successor to the Owner Trust; (iii) to add additional covenants for the benefit of the related Noteholders and Owner Certificateholders, or to surrender any rights or powers conferred upon the Owner Trust; (iv) to convey, transfer, assign, mortgage or pledge any property to the Indenture Trustee; (v) to cure any ambiguity or correct or supplement any provision in the Indenture or in any supplemental indenture which may be inconsistent with any other provision in the Indenture, any supplemental indenture or any Transfer and Servicing Agreement or certain other agreements, provided that such action shall not adversely affect the holders of the Notes; (vi) to provide for the acceptance of the appointment of a successor Indenture Trustee or to add to or change any of the provisions of the Indenture as shall be necessary and permitted to facilitate the administration by more than one trustee; (vii) to modify, eliminate or add to the provisions of the Indenture in order to comply with the Trust Indenture Act of 1939, as amended; and (viii) to add any provisions to, change in any manner, or eliminate any of the provisions of, the Indenture or modify in any manner the rights of Noteholders under such Indenture; provided that any action specified in clause (viii) shall not, as evidenced by any opinion of counsel, adversely affect in any material respect the interests of any related Noteholder unless such Noteholder's consent is otherwise obtained as described below. Unless otherwise specified in the related Prospectus Supplement with respect to a Series of Notes, each Owner Trust and related Indenture Trustee (on behalf of such Owner Trust) may, with the consent of the Holders of the related Notes evidencing not less than a majority of the voting interests thereof, voting together as a single class, enter into one or more supplemental indentures for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, the related Indenture, or of modifying in any manner the rights of the Holders of the related Notes thereunder; provided, however, that no such supplemental indenture shall without the consent of the holder of each such outstanding Note affected thereby, among other things: (i) change the due date of any installment of principal of or interest on any such Note or reduce the principal amount thereof, the interest rate specified thereon (or the method by which such interest is calculated) or the redemption price with respect thereto or change any place of payment where or the coin or currency in which any such Note or any interest thereon is payable; (ii) impair the right to institute suit for the enforcement of certain provisions of the related Indenture regarding payment; (iii) reduce the percentage of the aggregate amount of the outstanding Notes of such Series, the consent of the holders of which is required for any such supplemental indenture or the consent of the holders of which is required for any waiver of compliance with certain provisions of the related Indenture or of certain defaults thereunder and their consequences as provided for in such Indenture; (iv) modify or alter the provisions of the related Indenture regarding the voting of Notes held by the applicable Owner Trust, any other obligor on such Notes, the Seller or any of their respective affiliates; (v) reduce the percentage of the voting interests of such Notes, the consent of the holders of which is required to direct the related Indenture Trustee to sell or liquidate the 41 105 Receivables if the proceeds of such sale would be insufficient to pay the principal amount and accrued but unpaid interest on the outstanding Notes of such Series; (vi) decrease the percentage of the voting interests of such Notes required to amend the provisions of the related Indenture which specify the applicable percentage of voting interests of the Notes of such Series necessary to amend such Indenture or certain other related agreements; or (vii) permit the creation of any lien ranking prior to or on a parity with the lien of the related Indenture with respect to any of the collateral for such Notes or, except as otherwise permitted or contemplated in such Indenture, terminate the lien of such Indenture on any such collateral or deprive the holder of any such Note of the security afforded by the lien of such Indenture. LIST OF SECURITYHOLDERS Unless otherwise provided in the related Prospectus Supplement, upon the written request of the Servicer, the related Owner Trustee, Indenture Trustee or Grantor Trustee (or a registrar appointed thereby), as registrar of a class of Securities, will provide to the Servicer within 15 days after receipt of such request, a list of the names and addresses of all Securityholders of such Class. In addition, three or more holders of such Securities or holders of Securities evidencing not less than 25% of the voting interests of such class, upon compliance by such Securityholders with certain provisions of the related Trust Agreement, Indenture or Pooling and Servicing Agreement may request that such registrar afford such Securityholders access during business hours to the current list of Securityholders of Securities of the related Series for purposes of communicating with other Securityholders with respect to their rights under such Trust Agreement, Indenture or Pooling and Servicing Agreement. Unless otherwise provided in the related Prospectus Supplement, each Trust Agreement, Indenture and Pooling and Servicing Agreement will not provide for the holding of any annual or other meetings of Securityholders. OWNER TRUST; INSOLVENCY EVENT Unless otherwise provided in the related Prospectus Supplement, with respect to any Owner Trust, if an Insolvency Event occurs with respect to the Seller, the Receivables comprising the related Receivables Pool will be liquidated and such Owner Trust will be terminated 90 days after the date of such Insolvency Event, unless, before the end of such period, the Owner Trustee shall have received written instructions from (i) holders of the Owner Certificates representing more than 51% of the voting interests thereof, voting together as a single class, and (ii) holders of Notes representing more than 51% of the voting interests thereof, voting together as a single class, to the effect that each such party disapproves of the liquidation of such Receivables and termination of such Owner Trust. Promptly after the occurrence of an Insolvency Event with respect to the Seller, notice thereof is required to be given to the related Owner Securityholders; provided, that any failure to give such notice will not prevent or delay termination of such Owner Trust. Upon any such termination of an Owner Trust, the related Owner Trustee shall direct the related Indenture Trustee promptly to sell the assets of such Owner Trust (other than the Certificate Distribution Account and any other Trust Account relating solely to the Owner Certificates of such Series) in a commercially reasonable manner and on commercially reasonable terms. The proceeds from any such sale, disposition or liquidation of the Receivables of such Owner Trust will be treated as collections on such Receivables and deposited in the related Collection Account. With respect to any Owner Trust, if the proceeds from the liquidation of the related Receivables and any amounts on deposit in the related Trust Accounts are not sufficient to pay the related Notes and Owner Certificates in full, the amount of principal returned to the holders thereof will be reduced in the manner provided in the related Trust Agreement and Indenture and some or all of the related Owner Securityholders will incur a loss. With respect to each Owner Trust, each Trust Agreement will provide that the Owner Trustee shall not have the power to commence a voluntary proceeding in bankruptcy with respect to the related Owner Trust without the unanimous prior approval of all related Owner Certificateholders (including the Seller) and the delivery to such Owner Trustee of a certificate certifying that each such Owner Certificateholder reasonably believes that such Owner Trust is insolvent. 42 106 TERMINATION Unless otherwise specified in the related Prospectus Supplement, the obligations of the Servicer, the Seller and any Owner Trustee, Indenture Trustee or Grantor Trustee with respect to the related Securityholders pursuant to the related Trust Agreement, Indenture or Pooling and Servicing Agreement, as the case may be, will terminate upon the earliest to occur of (i) the maturity or other liquidation of the last Receivable in the related Receivables Pool and the disposition of any amounts received upon liquidation of any property remaining in the related Trust, (ii) the payment to such Securityholders of all amounts required to be paid to them pursuant to such agreement and (iii) the occurrence of either event described below. Unless otherwise specified in the related Prospectus Supplement, in order to avoid excessive administrative expenses, the Seller or the Servicer (or any successor to the Servicer) will be permitted at its option to purchase from any Trust all remaining Receivables in the related Receivables Pool at a price equal to the aggregate Repurchase Amounts for the Receivables (including Defaulted Receivables), plus the appraised value of any other property then held by such Trust (less liquidation expenses), on any Distribution Date following a Record Date as of which the related Pool Balance is less than or equal to 10% of the sum of the Original Pool Balance and, with respect to any Trust as to which a Pre-Funding Account has been established, the aggregate principal balance of all Subsequent Receivables conveyed to such Trust as of the related Subsequent Cutoff Dates. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables, the party first so notifying the related Owner Trustee or Grantor Trustee (based on such Trustee's receipt of such notice) shall be permitted to purchase the Receivables. If and to the extent provided in the related Prospectus Supplement, within ten days following a Record Date as of which the related Pool Balance is less than or equal to the percentage specified in such Prospectus Supplement of the sum of the Original Pool Balance and, with respect to any Trust as to which a Pre-Funding Account has been established, the aggregate principal balance of all Subsequent Receivables conveyed to such Trust as of the related Subsequent Cutoff Dates, the related Owner Trustee or Grantor Trustee, as the case may be, shall solicit bids for the purchase of the Receivables remaining in such Trust. In the event that satisfactory bids are received as described below, the sale proceeds will be distributed to Securityholders on the Payment Date or Distribution Date specified in the related Prospectus Supplement. Any purchaser of the Receivables must agree to the continuation of Fleetwood Credit as Servicer on terms substantially similar to those in the related Sale and Servicing Agreement or Pooling and Servicing Agreement, as the case may be. The related Owner Trustee or Grantor Trustee, as the case may be, must solicit bids for the purchase of the Receivables and other property then held in such Trust in the manner and subject to the terms and conditions set forth in the related Prospectus Supplement. If such Trustee receives satisfactory bids as described in such Prospectus Supplement, then the Receivables remaining in such Trust will be sold to the highest bidder and the Securities of such Series shall be retired on such Distribution Date. If any of the foregoing conditions are not met, such Trustee shall decline to consummate such sale and shall not be under any obligation to solicit any further bids or otherwise negotiate any further sale of Receivables remaining in such Trust. In such event, however, the applicable Trustee may from time to time solicit bids in the future for the purchase of such Receivables upon the same terms described above. The related Owner Trustee and Indenture Trustee or Grantor Trustee, as the case may be, will give written notice of termination to each related Securityholder of record. The final distribution to each related Securityholder will be made only upon surrender and cancellation of such holder's Securities at the office or agency of such Trustee specified in the notice of termination. Any funds remaining in such Trust, after such Trustee has taken certain measures to locate a Securityholder and such measures have failed, will be distributed to the United Way. As more fully described in the related Prospectus Supplement, in the case of (i) an Owner Trust, any outstanding Notes of the related Series will be redeemed concurrently with either of the events specified above, and the subsequent distribution to the related Owner Certificateholders of all amounts required to be distributed to them pursuant to the related Trust Agreement will effect early retirement of the Owner Certificates of such Series and (ii) a Grantor Trust, the distribution to the related Grantor Certificateholders 43 107 of all amounts required to be distributed to them pursuant to the related Pooling and Servicing Agreement will effect early retirement of the Grantor Certificates of such Series. PAYMENT IN FULL OF NOTES Except as otherwise provided in the related Prospectus Supplement, upon the payment in full of all outstanding Notes of a given Series and the satisfaction and discharge of the related Indenture, the related Owner Trustee will succeed to all the rights of the Indenture Trustee, and the Owner Certificateholders of such Series will succeed to all the rights of the Noteholders of such Series, under the related Sale and Servicing Agreement, except as otherwise provided therein. THE TRUSTEES The Grantor Trustee or Owner Trustee and Indenture Trustee, as the case may be, for each Trust, in each case together with the address of its Corporate Trust Office, will be identified in the related Prospectus Supplement. The liability of the Owner Trustee or Grantor Trustee in connection with the issuance and sale of the related Series of Securities will be limited solely to the express obligations of such Trustee set forth in the related Transfer and Servicing Agreement. The liability of the related Indenture Trustee in connection with the issuance and sale of the Notes of any Series will be limited solely to the express obligations of such Indenture Trustee set forth in the related Indenture. A Trustee may resign at any time, in which event the Servicer, or its successor, will be obligated to appoint a successor trustee. The Servicer may also remove the Owner Trustee or Grantor Trustee, as the case may be, and the Administrator may remove the Indenture Trustee, in each case if such Trustee becomes insolvent or ceases to be eligible to continue as trustee under the related Trust Agreement, Pooling and Servicing Agreement or Indenture, as the case may be. In such event, the Servicer or Administrator, as the case may be, will be obligated to appoint a successor trustee. Any resignation or removal of a trustee and appointment of a successor trustee will not become effective until acceptance of the appointment by the successor trustee. Unless otherwise provided in the related Prospectus Supplement, each Trustee and any of its affiliates may hold Securities in their own names or as pledgees. For the purpose of meeting the legal requirements of certain jurisdictions, the Servicer and the related Owner Trustee, Indenture Trustee or Grantor Trustee, as the case may be, acting jointly (or in some instances, the related Owner Trustee and Indenture Trustee or Grantor Trustee acting alone) will have the power to appoint co-trustees or separate trustees of all or any part of a Trust. In the event of such an appointment, all rights, powers, duties and obligations conferred or imposed upon such Trustee by the related Indenture or Transfer and Servicing Agreements will be conferred or imposed upon such trustee and such separate trustee or co-trustee jointly, or, in any jurisdiction in which such trustee will be incompetent or unqualified to perform certain acts, singly upon such separate trustee or co-trustee who will exercise and perform such rights, powers, duties and obligations solely at the direction of such trustee. Unless otherwise specified in the related Prospectus Supplement, each Trust Agreement, Indenture and Pooling and Servicing Agreement will provide that the Servicer will pay the fees of the related Owner Trustee, Indenture Trustee or Grantor Trustee. Unless otherwise specified in the related Prospectus Supplement, each Sale and Servicing Agreement and Pooling and Servicing Agreement will further provide that the related Owner Trustee or Grantor Trustee will be entitled to indemnification by the Servicer for, and will be held harmless against, any loss, liability or expense incurred by such trustee not resulting from is own willful misfeasance, bad faith or negligence (other than by reason of a breach of any of its representations or warranties set forth in such agreement). DUTIES OF THE TRUSTEES Unless otherwise provided in the related Prospectus Supplement, each Trustee will make no representations as to the validity or sufficiency of any Trust Agreement, Indenture or Pooling and Servicing Agreement, the Securities issued pursuant thereto (other than the execution and authentication thereof), or of any Receivables or related documents, and will not be accountable for the use or application by the Seller or the 44 108 Servicer of any funds paid to the Seller or the Servicer in respect of such Securities or the related Receivables, or the investment of any monies by the Servicer before such monies are deposited into the related Collection Account. The Trustees will not independently verify the existence or characteristics of the Receivables. If no Event of Default or Servicer Default has occurred and is continuing, each Trustee will be required to perform only those duties specifically required of it under the related Indenture or Transfer and Servicing Agreement. Generally those duties will be limited to the receipt of the various certificates and reports or other instruments required to be furnished to such Trustee under such agreements, in which case it will only be required to examine them to determine whether they conform to the requirements of such agreements. No Trustee will be charged with knowledge of a failure by the Servicer to perform its duties under the relevant agreements which failure constitutes an Event of Default or a Servicer Default unless such Trustee obtains actual knowledge of such failure as specified in such agreements. Unless otherwise provided in the related Prospectus Supplement, no Trustee will be under any obligation to exercise any of the rights or powers vested in it by the related Indenture or Transfer and Servicing Agreement or to make any investigation of matters arising thereunder or to institute, conduct or defend any litigation thereunder or in relation thereto at the request, order or direction of any of the relevant Securityholders, unless such Securityholders have offered to such trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby. No Securityholder will have any right under any such agreement to institute any proceeding with respect to such agreement, unless such holder previously has given to such Trustee written notice of default and (i) the default arises from the Servicer's failure to remit payments when due or (ii) the holders of Securities evidencing not less than 25% of the voting interests of all of the Securities of such Series, voting together as a single class, have made written request upon such Trustee to institute such proceeding in its own name as Trustee thereunder and have offered to such Trustee reasonable indemnity and such Trustee for 30 days has neglected or refused to institute any such proceedings. OWNER TRUST; SELLER LIABILITY Unless otherwise provided in the related Prospectus Supplement, each Trust Agreement will require the Seller to agree to be liable directly to an injured party for the entire amount of any losses, claims, damages or liabilities (other than those incurred by a Securityholder in the capacity of an investor with respect to the related Owner Trust) arising out of or based on the arrangement created by such Trust Agreement as though such arrangement created a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Seller was a general partner. ADMINISTRATION AGREEMENT Unless otherwise provided in the related Prospectus Supplement, Fleetwood Credit, in its capacity as administrator (the "Administrator"), will enter into an agreement (each, an "Administration Agreement") with each Owner Trust and the related Indenture Trustee pursuant to which the Administrator will agree, to the extent provided in such Administration Agreement, to provide the notices and to perform other administrative obligations required by the related Indenture. Unless otherwise specified in the related Prospectus Supplement, as compensation for the performance of the Administrator's obligations under the applicable Administration Agreement and as reimbursement for its expenses related thereto, the Administrator will be entitled to a monthly administration fee (the "Administration Fee"), which fee will be paid by the Servicer. 45 109 CERTAIN LEGAL ASPECTS OF THE RECEIVABLES GENERAL The transfer of Receivables to any Trust, the perfection of such Trust's security interest in such Receivables and the enforcement of rights to realize on the related Financed Vehicles as collateral for such Receivables are subject to a number of federal and state laws, including the UCC as in effect in various states. The Servicer and the Seller will take such action as is required to perfect the rights of each Owner Trustee or Grantor Trustee, on behalf of the related Trust, in the related Receivables. If, inadvertently or otherwise, another party purchases (including the taking of a security interest in) the Receivables transferred to any Trust for new value in the ordinary course of its business, without actual knowledge of the related Trust's interests therein, and takes possession of such Receivables, such purchaser would acquire an interest in such Receivables superior to the interest of such Trust. SECURITY INTERESTS IN THE FINANCED VEHICLES General. Retail installment sale contracts such as the Receivables evidence the credit sale of recreational vehicles by dealers to obligors; the contracts also constitute personal property security agreements and include grants of security interests in the related recreational vehicles under the UCC. In most states, perfection rules relating to security interests in recreational vehicles are generally governed under state certificate of title statutes or by the vehicle registration laws of the state in which each recreational vehicle is located. In states which have adopted the Uniform Motor Vehicle Certificate of Title and Anti-Theft Act, security interests in recreational vehicles may be perfected either by notation of the secured party's lien on the certificate of title or by delivery of the certificate of title and payment of a fee to the state motor vehicle authority, depending on particular state law. In states that do not have a certificate of title statute or that make no provision for notation of a security interest on a certificate of title, perfection is usually accomplished by filing pursuant to the provisions of the UCC. In most states, a security interest in a recreational vehicle is perfected by notation of the secured party's lien on the vehicle's certificate of title. Each Receivable will prohibit the sale or transfer of the related Financed Vehicle without the consent of Fleetwood Credit. All retail installment sale contracts that Fleetwood Credit originates or acquires from Dealers name Fleetwood Credit as obligee or assignee and as the secured party. Fleetwood Credit also takes all actions necessary under the laws of the state in which the related recreational vehicles are located to perfect its security interest in such recreational vehicles, including, where applicable, having a notation of its lien recorded on the related certificate of title or delivering the required documents and fees, and obtaining possession of the certificate of title (if possible). Perfection. Pursuant to each Receivables Purchase Agreement, Fleetwood Credit will sell and assign its security interests in the Financed Vehicles securing Receivables that will comprise a Receivables Pool to the Seller and, pursuant to the related Transfer and Servicing Agreements, the Seller will assign its security interests in such Financed Vehicles to the related Owner Trustee or Grantor Trustee. However, because of the administrative burden and expense, neither Fleetwood Credit, the Seller nor any Trustee will amend any certificate of title to identify such Trustee as the new secured party on the certificates of title relating to such Financed Vehicles. However, UCC financing statements with respect to the transfer of Fleetwood Credit's security interest in such Financed Vehicles to the Seller and the transfer to such Trustee of the Seller's security interest in the Financed Vehicles will be filed. In addition, the Servicer will continue to hold any certificates of title relating to the Financed Vehicles in its possession as custodian for each Trustee pursuant to the related Sale and Servicing Agreement or Pooling and Servicing Agreement. See "Certain Information Regarding the Securities -- Sale and Assignment of the Receivables". A security interest in a motor vehicle registered in the State of California (in which, except as otherwise provided in the related Prospectus Supplement, the greatest number of Financed Vehicles will be registered) may be perfected only by depositing with the Department of Motor Vehicles a properly endorsed certificate of title for the vehicle showing the secured party as legal owner thereon or if the vehicle has not been previously registered, an application in usual form for an original registration together with an application for registration of the secured party as legal owner. However, under the California Vehicle Code, a transferee of a security 46 110 interest in a motor vehicle is not required to reapply to the Department of Motor Vehicles for a transfer of registration when the interest of the transferee arises from the transfer of a security agreement by the legal owner to secure payment or performance of an obligation. Accordingly, under California law, an assignment such as that under each of the related Receivables Purchase Agreement and the related Transfer and Servicing Agreement is an effective conveyance of Fleetwood Credit's and the Seller's security interest, as the case may be, without such re-registration, and under the Receivables Purchase Agreement the Seller will succeed to Fleetwood Credit's, and under the related Transfer and Servicing Agreement the related Trustee will succeed to the Seller's rights as secured party. With respect to Financed Vehicles registered in other states, such Trustee may not have a first perfected security interest in such Financed Vehicles. In most states, assignments such as those under the related Receivables Purchase Agreement and Transfer and Servicing Agreements are an effective conveyance of a security interest without amendment of any lien noted on a vehicle's certificate of title, and the assignee succeeds thereby to the assignor's rights as secured party. Although re-registration of the recreational vehicle is not necessary to convey a perfected security interest in the related Financed Vehicles to a Trust, because the related Trust will not be listed as legal owner on the certificates of title to such Financed Vehicles, a Trust's security interest could be defeated through fraud or negligence. However, in the absence of fraud, forgery or administrative error, the notation of Fleetwood Credit's lien on the certificates of title will be sufficient to protect a Trust against the rights of subsequent purchasers of a Financed Vehicle or subsequent creditors who take a security interest in a Financed Vehicle. In each Receivables Purchase Agreement, Fleetwood Credit will represent and warrant, and in each Transfer and Servicing Agreement, the Seller will represent and warrant that it has, or has taken all action necessary to obtain, a perfected security interest in each related Financed Vehicle. If there are any Financed Vehicles securing a Receivable in the related Receivables Pool as to which Fleetwood Credit failed to obtain a first-priority perfected security interest, a Trust's security interest would be subordinate to, among others, subsequent purchasers of such Financed Vehicles and holders of first-priority perfected security interests therein. Such a failure, however, would constitute a breach of Fleetwood Credit's representations and warranties under the related Receivables Purchase Agreement and the Seller's representations and warranties under the related Transfer and Servicing Agreements and, pursuant to the related Transfer and Servicing Agreements, the Seller would be required to repurchase such Receivable from the Trust and Fleetwood Credit would be required to purchase such Receivable from the Seller, in each case unless the breach were cured. See "Certain Information Regarding the Securities -- Sale and Assignment of the Receivables". The Seller will assign its rights under each Receivables Purchase Agreement to the related Trustee. Continuity of Perfection. Under the laws of most states, a perfected security interest in a recreational vehicle continues for four months after the vehicle is moved to a new state from the one in which it is initially registered and thereafter until the owner re-registers such recreational vehicle in the new state. A majority of states require surrender of a certificate of title to re-register a vehicle. In those states that require a secured party to hold possession of the certificate of title to maintain perfection of the security interest, the secured party would learn of the re-registration through the request from the obligor under the related installment sale contract to surrender possession of the certificate of title. In the case of vehicles registered in states providing for the notation of a lien on the certificate of title but not possession by the secured party, the secured party would receive notice of surrender from the state of re-registration if the security interest is noted on the certificate of title. Thus, the secured party would have the opportunity to reperfect its security interest in the vehicles in the state of relocation. However, these procedural safeguards will not protect the secured party if through fraud, forgery or administrative error, the debtor somehow procures a new certificate of title that does not list the secured party's lien. Additionally, in states that do not require a certificate of title for registration of a vehicle, re-registration could defeat perfection. In the ordinary course of servicing the Receivables, Fleetwood Credit will take steps to effect re-perfection upon receipt of notice of re-registration or information from the Obligor as to relocation. Similarly, when an Obligor sells a Financed Vehicle and the purchaser thereof attempts to re-register such vehicle, Fleetwood Credit must surrender possession of the certificate of title or will receive notice as a result of having its lien noted thereon before such re-registration can be effected. Accordingly, in such states, Fleetwood Credit will have an opportunity to require satisfaction of the related Receivable before its lien is released. Under each Sale and Servicing Agreement and Pooling and 47 111 Servicing Agreement, the Servicer will be obligated to take appropriate steps, at its own expense, to maintain perfection of a security interest in the related Financed Vehicles. Priority of Certain Liens by Operation of Law. Under the laws of most states, liens for repairs performed on a recreational vehicle and liens for unpaid taxes take priority over even a first perfected security interest in such vehicle. The Internal Revenue Code of 1986, as amended, also grants priority to certain federal tax liens over the lien of a secured party. The laws of certain states and federal law permit the confiscation of motor vehicles by governmental authorities under certain circumstances if used in unlawful activities, which may result in the loss of a secured party's perfected security interest in a confiscated recreational vehicle. Fleetwood Credit will represent and warrant to the Seller in each Receivables Purchase Agreement and the Seller will represent and warrant to the related Trustee in each Transfer and Servicing Agreement that, as of the Closing Date or the related Transfer Date, as the case may be, the security interest in each related Financed Vehicle is prior to all other present liens upon and security interests in such Financed Vehicle. However, liens for repairs or taxes could arise at any time during the term of a Receivable. No notice need be given to the related Trustee or Securityholders in the event such a lien or confiscation arises. Any such lien or confiscation arising after the Closing Date will not give rise to Fleetwood Credit's repurchase obligation under any Receivables Purchase Agreement or the Seller's repurchase obligation under any Transfer and Servicing Agreement. REPOSSESSION In the event of default by an obligor, the holder of the related retail installment sale contract has all the remedies of a secured party under the UCC, except where specifically limited by other state laws. The UCC remedies of a secured party include the right to repossession by self-help means, unless such means would constitute a breach of the peace. Self-help repossession is the method employed by the Servicer in most cases and is accomplished simply by taking possession of the related recreational vehicle. In cases where the obligor objects or raises a defense to repossession, or if otherwise required by applicable state law, a court order must be obtained from the appropriate state court, and the vehicle must then be recovered in accordance with that order. In some jurisdictions, the secured party is required to notify the debtor of the default and the intent to repossess the collateral and be given a time period within which to cure the default prior to repossession. Generally, such right of cure may only be exercised on a limited number of occasions during the term of the related contract. In most states, under certain circumstances after the vehicle has been repossessed, the obligor may reinstate the related contract by paying the delinquent installments and other amounts due. NOTICE OF SALE; REDEMPTION RIGHTS In the event of default by the obligor, some jurisdictions (not including California) require that the obligor be notified of the default and be given a time period within which to cure the default prior to repossession. Generally, this right of cure may only be exercised on a limited number of occasions during the term of the related contract. The UCC and other state laws require the secured party to provide the obligor with reasonable notice of the date, time and place of any public sale and/or the date after which any private sale of the collateral may be held. The obligor has the right to redeem the collateral prior to actual sale by paying the secured party the unpaid principal balance of the obligation, accrued interest thereon plus reasonable expenses for repossessing, holding and preparing the collateral for disposition and arranging for its sale, plus, in some jurisdictions, reasonable attorneys' fees or in some states, by payment of delinquent installments or the unpaid principal balance of the related obligation. DEFICIENCY JUDGMENTS AND EXCESS PROCEEDS The proceeds of resale of the Financed Vehicles generally will be applied first to the expenses of resale and repossession and then to the satisfaction of the related indebtedness. While some states impose prohibitions or limitations on deficiency judgments if the net proceeds from resale do not cover the full amount of the indebtedness, a deficiency judgment can be sought in certain other states that do not prohibit or limit such judgments. In addition to the notice requirement, the UCC requires that every aspect of the sale or other 48 112 disposition, including the method, manner, time, place and terms, be "commercially reasonable". Generally, courts have held that when a sale is not "commercially reasonable", the secured party loses its right to a deficiency judgment. In addition, the UCC permits the debtor or other interested party to recover for any loss caused by noncompliance with the provisions of the UCC. Also, prior to a sale, the UCC permits the debtor or other interested person to restrain the secured party from disposing of the collateral if it is established that the secured party is not proceeding in accordance with the "default" provisions under the UCC. However, the deficiency judgment would be a personal judgment against the obligor for the shortfall, and a defaulting obligor can be expected to have very little capital or sources of income available following repossession. Therefore, in many cases, it may not be useful to seek a deficiency judgment or, if one is obtained, it may be settled at a significant discount or be uncollectible. Occasionally, after the resale of a recreational vehicle and payment of all related expenses and indebtedness, there is a surplus of funds. In that case, the UCC requires the creditor to remit the surplus to any holder of a subordinate lien with respect to such vehicle or, if no such lienholder exists, to the former owner of the vehicle. CERTAIN BANKRUPTCY CONSIDERATIONS The Seller has taken steps in structuring the transactions described herein that are intended to make it unlikely that the voluntary or involuntary application for relief by Fleetwood Credit under the United States Bankruptcy Code or similar applicable state laws (collectively, "Insolvency Laws") will result in consolidation of the assets and liabilities of the Seller with those of Fleetwood Credit. These steps include the creation of the Seller as a wholly owned, limited purpose subsidiary pursuant to articles of incorporation containing certain limitations (including requiring that the Seller must have at least two "Independent Directors" and restrictions on the nature of the Seller's business and on its ability to commence a voluntary case or proceeding under any Insolvency Law without the affirmative vote of a majority of its directors, including each Independent Director). In addition, to the extent that the Seller has granted a security interest in any Receivables to a Trust which was validly perfected before the bankruptcy or insolvency of Fleetwood Credit and which was not taken or granted in contemplation of insolvency or with the intent to hinder, delay or defraud Fleetwood Credit or its creditors, such security interest should not be subject to avoidance, and payments to such Trust with respect to the Receivables should not be subject to recovery by a creditor or trustee in bankruptcy of Fleetwood Credit. If, notwithstanding the foregoing, (i) a court concluded that the assets and liabilities of the Seller should be consolidated with those of Fleetwood Credit in the event of the application of applicable Insolvency Laws to Fleetwood Credit or following the bankruptcy or insolvency of Fleetwood Credit the security interest in certain Receivables granted by the Seller to a Trustee should be avoided, (ii) a filing were made under any Insolvency Law by or against the Seller or (iii) an attempt were made to litigate any of the foregoing issues, delays in payments on the related Securities and possible reductions in the amount of such payments could occur. At the time of initial issuance of the Securities of each Series, Arter & Hadden LLP, special counsel to Fleetwood Credit and the Seller, will render an opinion which concludes that following the bankruptcy of Fleetwood Credit, a court, applying the principles set forth in such opinion, should not allow a creditor or trustee in bankruptcy to consolidate the assets and liabilities of Fleetwood Credit and the Seller on the basis of any applicable legal theory theretofore recognized by a court of competent jurisdiction so as to adversely affect the ultimate payment of all amounts owing under such Securities. Fleetwood Credit and the Seller will treat each of the transactions described herein as a separate sale of the Receivables comprising a Receivables Pool to the Seller, such that the automatic stay provisions of the United States Bankruptcy Code would not apply to the Receivables in the event that Fleetwood Credit were to become a debtor in a bankruptcy case. A case decided by the United States Court of Appeals for the Tenth Circuit in 1993 contains language to the effect that under the UCC accounts sold by a debtor would remain property of the debtor's bankruptcy estate, whether or not the sale of accounts was perfected under the UCC. UCC Article 9 applies to the sale of chattel paper as well as the sale of accounts and although the Receivables constitute chattel paper under the UCC rather than accounts, perfection of a security interest in both chattel paper and accounts may be accomplished by the filing of a UCC-1 financing statement. If, following a 49 113 bankruptcy of Fleetwood Credit, a court were to follow the reasoning of the Tenth Circuit reflected in the case described above, then the Receivables could be included in the bankruptcy estate of Fleetwood Credit and delays in payments of collections on or in respect of the Receivables could occur. CONSUMER PROTECTION LAWS Numerous federal and state consumer protection laws and related regulations impose substantial requirements upon creditors and servicers involved in consumer finance. These laws include the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Federal Trade Commission Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Magnuson-Moss Warranty Act, the Federal Reserve Board's Regulations B and Z, the Soldiers' and Sailors' Relief Act, the Military Reservist Relief Act, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and state motor vehicle retail installment sales acts, retail installment sales acts and other similar laws. Also, the laws of certain states impose finance charge ceilings and other restrictions on consumer transactions and require contract disclosures in addition to those required under federal law. These requirements impose specific statutory liabilities upon creditors who fail to comply with their provisions. In some cases, this liability could affect the ability of an assignee such as a Trustee to enforce consumer finance contracts such as the Receivables. The so-called "Holder-in-Due-Course Rule" of the Federal Trade Commission (the "FTC Rule"), has the effect of subjecting any assignee of the seller in a consumer credit transaction to all claims and defenses which the obligor in the transaction could assert against the seller of the goods. Liability under the FTC Rule is limited to the amounts paid by the obligor under the contract, and the holder of the contract may also be unable to collect any balance remaining due thereunder from the obligor. The FTC Rule is generally duplicated by the Uniform Consumer Credit Code, other state statutes or the common law in certain states. Most of the Receivables will be subject to the requirements of the FTC Rule. Accordingly, the related Owner Trustee or Grantor Trustee, as holder of the Receivables comprising a Receivables Pool, will be subject to any claims or defenses that the purchasers of the related Financed Vehicles may assert against the seller of such Financed Vehicles. Such claims are limited to a maximum liability equal to the amounts paid by the Obligor under the related Receivables. Under most state vehicle dealer licensing laws, sellers of recreational vehicles are required to be licensed to sell vehicles at retail sale. In addition, with respect to used vehicles, the Federal Trade Commission's Rule on Sale of Used Vehicles requires that all sellers of used vehicles prepare, complete, and display a "Buyer's Guide" which explains the warranty coverage for such vehicles. Furthermore, Federal Odometer Regulations promulgated under the Motor Vehicle Information and Cost Savings Act requires that all sellers of used vehicles furnish a written statement signed by the seller certifying the accuracy of the odometer reading. If a seller is not properly licensed or if either a Buyer's Guide or Odometer Disclosure Statement was not provided to the purchaser of a Financed Vehicle, the Obligor may be able to assert a defense against the seller of the Financed Vehicle. If an Obligor on a Receivable were successful in asserting any such claim or defense, the Servicer would pursue on behalf of the related Trust any reasonable remedies against the seller or manufacturer of the vehicle, subject to certain limitations as to the expense of any such action specified in the related Sale and Servicing Agreement or Pooling and Servicing Agreement. Courts have applied general equitable principles to secured parties pursuing repossession or litigation involving deficiency balances. These equitable principles may have the effect of relieving an obligor from some or all of the legal consequences of a default. In several cases, consumers have asserted that the self-help remedies of secured parties under the UCC and related laws violate the due process protections of the Fourteenth Amendment to the Constitution of the United States. Courts have generally either upheld the notice provisions of the UCC and related laws as reasonable or have found that the creditor's repossession and resale do not involve sufficient state action to afford constitutional protection to consumers. Fleetwood Credit will represent and warrant under each Receivables Purchase Agreement and the Seller will represent and warrant under the related Transfer and Servicing Agreements that each related Receivable 50 114 complies with all requirements of law in all material respects. Accordingly, if an Obligor has a claim against a Trustee for violation of any law and such claim materially and adversely affects the interests of the related Securityholders in a Receivable, such violation would constitute a breach of such representation and warranty under the related Receivables Purchase Agreement and Transfer and Servicing Agreements and will create an obligation of Fleetwood Credit and the Seller to repurchase such Receivable unless the breach is cured. See "Certain Information Regarding the Securities -- Sale and Assignment of the Receivables". Any shortfall in payments on or in respect of the Receivables described under this subheading, to the extent not otherwise covered by a Reserve Fund or other form of credit enhancement, could result in losses to the holders of the related Securities. OTHER LIMITATIONS In addition to the laws limiting or prohibiting deficiency judgments, numerous other statutory provisions, including federal bankruptcy laws and related state laws, may interfere with or affect the ability of a creditor to realize upon collateral or enforce a deficiency judgment. For example, in a Chapter 13 proceeding under the federal bankruptcy law, a court may prevent a creditor from repossessing a recreational vehicle, and, as part of the rehabilitation plan, reduce the amount of the secured indebtedness to the market value of the recreational vehicle at the time of bankruptcy (as determined by the court), leaving the party providing financing as a general unsecured creditor for the remainder of the indebtedness. A bankruptcy court may also reduce the monthly payments due under the related contract or change the rate of interest and time of repayment of the indebtedness. Under the terms of the Soldiers' and Sailors' Relief Act, an Obligor who enters the military service after the origination of such Obligor's Receivable (including an Obligor who is a member of the National Guard or is in reserve status at the time of the origination of the Receivable and is later called to active duty) may not be charged interest above an annual rate of 6% during the period of such Obligor's active duty status, unless a court orders otherwise upon application of the lender. In addition, pursuant to the Military Reservist Relief Act, under certain circumstances, California residents called into active duty with the reserves can delay payments on retail installment contracts, including the Receivables, for a period, not to exceed 180 days, beginning with the order to active duty and ending 30 days after release. It is possible that the foregoing could have an effect on the ability of the Servicer to collect full amounts of interest on certain of the Receivables. In addition, the Relief Acts impose limitations which would impair the ability of the Servicer to repossess an affected Receivable during the Obligor's period of active duty status. Thus, in the event that such a Receivable goes into default, there may be delays and losses occasioned by the inability to realize upon the related Financed Vehicle in a timely fashion. Any shortfall pursuant to either of the two immediately preceding paragraphs, to the extent not otherwise covered by a Reserve Fund or other form of credit enhancement, could result in losses to the holders of the related Securities. CERTAIN FEDERAL INCOME TAX CONSEQUENCES The following is a general discussion of the material federal income tax consequences of the purchase, ownership and disposition of Securities. This summary is based upon laws, regulations, rulings and decisions currently in effect, all of which are subject to change, possibly on a retroactive basis. The discussion does not deal with all federal tax consequences applicable to all categories of investors, some of which may be subject to special rules. In addition, this summary is generally limited to investors who will hold the Securities as "capital assets" (generally, property held for investment) within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"), and who do not hold the Securities as part of a "straddle", a "hedge" or a "conversion transaction". Furthermore, no authority exists concerning the tax treatment of some aspects of the Securities or transactions similar to those described herein. Accordingly, the ultimate federal income tax treatment of the Securities may differ from that described below. 51 115 Investors should consult their own tax advisors to determine the federal, state, local and other tax consequences of the purchase, ownership and disposition of the Securities. Prospective investors should note that no rulings have been or will be sought from the Internal Revenue Service ("IRS") with respect to any of the federal income tax consequences discussed below, and no assurance can be given that the IRS will not take contrary positions. Arter & Hadden LLP, counsel to the Seller, or such other counsel identified in the related Prospectus Supplement ("Counsel"), has delivered an opinion regarding the certain federal income tax matters described below and will deliver an opinion regarding tax matters applicable to each Series of Securities. Such opinion, however, will not be binding on the IRS or the courts. The opinion of Counsel will address only those issues specifically identified below as being covered by such opinion; however, the opinion of Counsel also will state that additional discussion below accurately sets forth Counsel's advice with respect to material tax issues. TAX CHARACTERIZATION OF OWNER TRUSTS In connection with the issuance of each Series of Owner Securities, Counsel will deliver its opinion that the Owner Trust will not be classified as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes. This opinion will be based on, among other things, the assumption that the terms of the Trust Agreement and related documents will be complied with, and on Counsel's conclusions that (i) the Owner Trust will not have certain characteristics necessary for a business trust to be classified as an association taxable as a corporation and (ii) the nature of the income of the Owner Trust will exempt it from the rule that certain publicly traded partnerships are taxable as corporations. If the Owner Trust were taxable as a corporation for federal income tax purposes, it would be subject to corporate income tax on its taxable income. The Owner Trust's taxable income would include all its income on the related Receivables, which may be reduced by its interest expense on the Notes. Any such corporate income tax could materially reduce cash available to make payments on the Notes and distributions on the Owner Certificates, and Owner Certificateholders could be liable for any such tax that is unpaid by the Owner Trust. TAX CONSEQUENCES TO HOLDERS OF THE NOTES Treatment of the Notes as Indebtedness. The Seller will agree, and the Noteholders will agree by their purchase of Notes, to treat the Notes as debt for federal income tax purposes. Counsel will, except as otherwise provided in the related Prospectus Supplement, render an opinion that the Notes will be classified as debt for federal income tax purposes. The discussion below assumes this characterization of the Notes is correct. OID, Indexed Securities, etc. The discussion below assumes that all payments on the Notes are denominated in U.S. dollars, and that the Notes are not Indexed Securities or Strip Notes. Moreover, the discussion assumes that the interest formula for the Notes meets the requirements for "qualified stated interest" under Treasury regulations ("OID Regulations") relating to original issue discount ("OID"), and that any OID on the Notes (i.e., any excess of the principal amount of the Notes over their issue price) does not exceed a de minimis amount (i.e., 1/4% of their principal amount multiplied by the number of full years included in their term), all within the meaning of such OID Regulations. If these conditions are not satisfied with respect to a Series of Notes, additional tax considerations with respect to such Notes will be disclosed in the applicable Prospectus Supplement. Interest Income on the Notes. Based on the above assumptions, except as discussed in the following paragraph, the Notes will not be considered issued with OID. The stated interest thereon will be taxable to a Noteholder as ordinary interest income when received or accrued in accordance with such Noteholder's method of tax accounting. Under the OID regulations, a holder of a Note issued with a de minimis amount of OID must include such OID in income, on a pro rata basis, as principal payments are made on the Note. A purchaser who buys a Note for more or less than its principal amount will generally be subject, respectively, to the premium amortization or market discount rules of the Code. 52 116 However, because a failure to pay interest currently on the Notes is not a default and the Notes do not contain terms and conditions that make the likelihood of late payment or nonpayment a remote contingency, under the OID Regulations the Notes might be viewed as having been issued with OID. This interpretation would not significantly affect accrual basis holders of Notes, although it would somewhat accelerate taxable income to cash basis holders by in effect requiring them to report interest income on the accrual basis. A holder of a Note that has a fixed maturity date of not more than one year from the issue date of such Note (a "Short-Term Note") may be subject to special rules. An accrual basis holder of a Short-Term Note (and certain cash method holders, including regulated investment companies, as set forth in Section 1281 of the Code) generally would be required to report interest income as interest accrues on a straight-line basis over the term of each interest period. Other cash basis holders of a Short-Term Note would, in general, be required to report interest income as interest is paid (or, if earlier, upon the taxable disposition of the Short-Term Note). However, a cash basis holder of a Short-Term Note reporting interest income as it is paid may be required to defer a portion of any interest expense otherwise deductible on indebtedness incurred to purchase or carry the Short-Term Note until the taxable disposition of the Short-Term Note. A cash basis taxpayer may elect under Section 1281 of the Code to accrue interest income on all nongovernment debt obligations with a term of one year or less, in which case the taxpayer would include interest on the Short-Term Note in income as it accrues, but would not be subject to the interest expense deferral rule referred to in the preceding sentence. Certain special rules apply if a Short-Term Note is purchased for more or less than its principal amount. Sale or Other Disposition. If a Noteholder sells a Note, the holder will recognize gain or loss in an amount equal to the difference between the amount realized on the sale and the holder's adjusted tax basis in the Note. The adjusted tax basis of a Note to a particular Noteholder will equal the holder's cost for the Note, increased by any market discount, acquisition discount, OID and gain previously included by such Noteholder in income with respect to the Note and decreased by the amount of bond premium (if any) previously amortized and by the amount of principal payments previously received by such Noteholder with respect to such Note. Any such gain or loss will be capital gain or loss if the Note was held as a capital asset, except for gain representing accrued interest and accrued market discount not previously included in income. Capital losses generally may be used only to offset capital gains. Net capital gains of individuals are subject to differing tax rates depending on the holding period of the Note. Foreign holders. Interest payments made (or accrued) to a Noteholder who is a nonresident alien, foreign corporation or other non-United States person (a "foreign person") generally will be considered "portfolio interest", and generally will not be subject to United States federal income tax and withholding tax, if the interest is not effectively connected with the conduct of a trade or business within the United States by the foreign person and the foreign person (i) is not actually or constructively a "10 percent shareholder" of the Owner Trust or the Seller (including a holder of 10% of the outstanding Owner Certificates of the related Series) or a "controlled foreign corporation" with respect to which the Owner Trust or the Seller is a "related person" within the meaning of the Code and (ii) provides the Owner Trustee or other person who is otherwise required to withhold U.S. tax with respect to the Notes with an appropriate statement (on Form W-8 or a similar form), signed under penalty of perjury, certifying that the beneficial owner of the Note is a foreign person and providing the foreign person's name and address. If a Note is held through a securities clearing organization or certain other financial institutions, the organization or institution may provide the relevant signed statement to the withholding agent; in that case, however, the signed statement must be accompanied by a Form W-8 or substitute form provided by the foreign person that owns the Note. If such interest is not portfolio interest, then it will be subject to United States federal income and withholding tax at a rate of 30%, unless reduced or eliminated pursuant to an applicable tax treaty. Any capital gain realized on the sale, redemption, retirement or other taxable disposition of a Note by a foreign person will be exempt from United States federal income and withholding tax, provided that (i) such gain is not effectively connected with the conduct of a trade or business in the United States by the foreign person and (ii) in the case of an individual foreign person, the foreign person is not present in the United States for 183 days or more in the taxable year. 53 117 Backup Withholding. Each holder of a Note (other than an exempt holder such as a corporation, tax exempt organization, qualified pension and profit-sharing trust, individual retirement account or nonresident alien who provides certification as to status as a nonresident) will be required to provide, under penalty of perjury, a certificate containing the holder's name, address, correct federal taxpayer identification number and a statement that the holder is not subject to backup withholding. Should a nonexempt Noteholder fail to provide the required certification, the Owner Trust will be required to withhold 31% of the amount otherwise payable to the holder, and remit the withheld amount to the IRS as a credit against the holder's federal income tax liability. Possible Alternative Treatments of the Notes. If, contrary to the opinion of Counsel, the IRS successfully asserted that one or more of the Notes did not represent debt for federal income tax purposes, the Notes might be treated as equity interests in the Owner Trust. If so treated, the Owner Trust might be taxable as a corporation with the adverse consequences described above (and the resulting taxable corporation would not be able to reduce its taxable income by deductions for interest expense on Notes recharacterized as equity). Alternatively, and most likely in the view of Counsel, the Owner Trust might be treated as a publicly traded partnership that would not be taxable as a corporation because it would meet certain qualifying income tests. Nonetheless, treatment of the Notes as equity interests in such a publicly traded partnership could have adverse tax consequences to certain holders. For example, income to certain tax-exempt entities (including pension funds) would be "unrelated business taxable income", income to foreign holders generally would be subject to U.S. tax and U.S. tax return filing and withholding requirements, and individual holders might be subject to certain limitations on their ability to deduct their share of Owner Trust expenses. TAX CONSEQUENCES TO HOLDERS OF THE OWNER CERTIFICATES Treatment of Owner Trust as a Partnership. The Seller and the Servicer will agree, and the related Owner Certificateholders will agree by their purchase of Owner Certificates, to treat the Owner Trust as a partnership for purposes of federal and state income tax, franchise tax and any other tax measured in whole or in part by income, with the assets of the partnership being the assets held by the Owner Trust, the partners of the partnership being the Owner Certificateholders (and the Seller in its capacity as recipient of distributions from any Reserve Fund), and the Notes being debt of the partnership. However, the proper characterization of the arrangement involving the Owner Trust, the Owner Certificates, the Notes, the Seller and the Servicer is not certain because there is no authority on transactions closely comparable to that contemplated herein. A variety of alternative characterizations are possible. For example, because the Owner Certificates have certain features characteristic of debt, the Owner Certificates might be considered debt of the Seller or the Owner Trust. Any such characterization would not result in materially adverse tax consequences to Owner Certificateholders as compared to the consequences from treatment of the Owner Certificates as equity in a partnership, described below. The following discussion assumes that the Owner Certificates represent equity interests in a partnership. Indexed Securities, etc. The following discussion assumes that all payments on the Owner Certificates are denominated in U.S. dollars, none of the Owner Certificates are Indexed Securities or Strip Certificates, and that a Series of Securities includes a single class of Owner Certificates. If these conditions are not satisfied with respect to any given Series of Owner Certificates, additional tax considerations with respect to such Owner Certificates will be disclosed in the related Prospectus Supplement. Partnership Taxation. As a partnership, the Owner Trust will not be subject to federal income tax. Rather, each Owner Certificateholder will be required to separately take into account such holder's allocated share of income, gains, losses, deductions and credits of the Owner Trust. The Owner Trust's income will consist primarily of interest and finance charges earned on the related Receivables (including appropriate adjustments for market discount, OID and bond premium) and any gain upon collection or disposition of such Receivables. The Owner Trust's deductions will consist primarily of interest accruing with respect to the Notes, servicing and other fees, and losses or deductions upon collection or disposition of Receivables. The tax items of a partnership are allocable to the partners in accordance with the Code, Treasury regulations and the partnership agreement (i.e., the Trust Agreement and related documents). However, 54 118 inasmuch as the Owner Trust's payment of the Pass-Through Rates on each Owner Certificate is payable to the related Owner Certificateholder without regard to the income of the Owner Trust, the Owner Trust's payment of such amounts to each Owner Certificateholder should be treated (and the Owner Trust intends to so treat the amounts) as a "guaranteed payment" within the meaning of Section 707(c) of the Code, and not as a distributive share of the Owner Trust's income. Such guaranteed payments will be considered ordinary income to an Owner Certificateholder but may not be considered interest income for federal income tax purposes. The Trust Agreement will provide, in general, that the Owner Certificateholders will be allocated taxable income of the Owner Trust for each month equal to the sum of (i) the interest that accrues on the Owner Certificates in accordance with their terms for such month, including interest accruing at the related Pass-Through Rate for such month and interest on amounts previously due on the Owner Certificates but not yet distributed; (ii) any Owner Trust income attributable to discount on the related Receivables that corresponds to any excess of the principal amount of the Owner Certificates over their initial issue price; (iii) prepayment premium payable to the Owner Certificateholders for such month; and (iv) any other amounts of income payable to the Owner Certificateholders for such month. Such allocation will be reduced by any amortization by the Owner Trust of premium on Receivables that corresponds to any excess of the issue price of Owner Certificates over their principal amount. All remaining taxable income of the Owner Trust will be allocated to the Seller. Based on the economic arrangement of the parties, this approach for allocating Owner Trust income should be permissible under applicable Treasury regulations, although no assurance can be given that the IRS would not require a greater amount of income to be allocated to Owner Certificateholders. Moreover, even under the foregoing method of allocation, Owner Certificateholders may be allocated income equal to the entire Pass-Through Rate plus the other items described above, even though the Owner Trust might not have sufficient cash to make current cash distributions of such amount. Thus, cash basis holders will in effect be required to report income from the Owner Certificates on the accrual basis and Owner Certificateholders may become liable for taxes on Owner Trust income even if they have not received cash from the Owner Trust to pay such taxes. In addition, because tax allocations and tax reporting will be done on a uniform basis for all Owner Certificateholders but Owner Certificateholders may be purchasing Owner Certificates at different times and at different prices, Owner Certificateholders may be required to report on their tax returns taxable income that is greater or less than the amount reported to them by the Owner Trust. All of the taxable income allocated to an Owner Certificateholder that is a pension, profit sharing or employee benefit plan or other tax-exempt entity (including an individual retirement account) will constitute "unrelated business taxable income" generally taxable to such a holder under the Code. An individual Owner Certificateholder's share of expenses of the Owner Trust (including fees to the Servicer but not interest expense) would be miscellaneous itemized deductions. Such deductions might be disallowed to the individual in whole or in part and might result in such holder being taxed on an amount of income that exceeds the amount of cash actually distributed to such holder over the life of the Owner Trust. The Owner Trust intends to make all tax calculations relating to income and allocations to Owner Certificateholders on an aggregate basis. If the IRS were to require that such calculations be made separately for each Receivable, the Owner Trust might be required to incur additional expense but it is believed that there would not be a material adverse effect on Owner Certificateholders. Discount and Premium. Except as otherwise provided in the related Prospectus Supplement, it is believed that the Receivables were not issued with OID, and, therefore, the Owner Trust should not have OID income. However, the purchase price paid by the Owner Trust for the related Receivables may be greater or less than the remaining principal balance of the Receivables at the time of purchase. If so, the Receivables will have been acquired at a premium or discount, as the case may be. As indicated above, the Owner Trust will make this calculation on an aggregate basis, but might be required to recompute it on a Receivable-by-Receivable basis. If the Owner Trust acquires the related Receivables at a market discount or premium, it will elect to include any such discount in income currently as it accrues over the life of such Receivables or to offset any 55 119 such premium against interest income on such Receivables. As indicated above, a portion of such market discount income or premium deduction may be allocated to Owner Certificateholders. Section 708 Termination. Under Section 708 of the Code, the Owner Trust will be deemed to terminate for federal income tax purposes if 50% or more of the capital and profits interests in the Owner Trust are sold or exchanged within a 12-month period. If such a termination occurs, the Owner Trust will be considered to have transferred all of its assets and liabilities to a new partnership and then to have immediately liquidated and distributed interests in the new partnership to the continuing Owner Certificateholders. The Owner Trust will not comply with certain technical requirements that might apply when such a constructive termination occurs. As a result, the Owner Trust may be subject to certain tax penalties and may incur additional expenses if it is required to comply with those requirements. Furthermore, the Owner Trust might not be able to comply due to lack of data. Disposition of Owner Certificates. Generally, capital gain or loss will be recognized on a sale of Owner Certificates in an amount equal to the difference between the amount realized and the seller's tax basis in the Owner Certificates sold. An Owner Certificateholder's tax basis in an Owner Certificate will generally equal the holder's cost increased by the holder's share of Trust income (includible in income) and decreased by any distributions received with respect to such Owner Certificate. In addition, both the tax basis in the Owner Certificates and the amount realized on a sale of an Owner Certificate would include the holder's share of the Notes and other liabilities of the Owner Trust. A holder acquiring Owner Certificates at different prices may be required to maintain a single aggregate adjusted tax basis in such Owner Certificates, and, upon sale or other disposition of some of the Owner Certificates, allocate a portion of such aggregate tax basis to the Owner Certificates sold (rather than maintaining a separate tax basis in each Owner Certificate for purposes of computing gain or loss on a sale of that Owner Certificate). Any gain on the sale of an Owner Certificate attributable to the holder's share of unrecognized accrued market discount on the related Receivables would generally be treated as ordinary income to the holder and would give rise to special tax reporting requirements. The Owner Trust does not expect to have any other assets that would give rise to such special reporting requirements. Thus, to avoid those special reporting requirements, the Owner Trust will elect to include market discount in income as it accrues. If an Owner Certificateholder is required to recognize an aggregate amount of income (not including income attributable to disallowed itemized deductions described above) over the life of the Owner Certificates that exceeds the aggregate cash distributions with respect thereto, such excess will generally give rise to a capital loss upon the retirement of the Owner Certificates. Allocations Between Transferors and Transferees. In general, the Owner Trust's taxable income and losses will be determined monthly and the tax items for a particular calendar month will be apportioned among the Owner Certificateholders in proportion to the principal amount of Owner Certificates owned by them as of the close of the last day of such month. As a result, a holder purchasing Owner Certificates may be allocated tax items (which will affect its tax liability and tax basis) attributable to periods before the actual transaction. The use of such a monthly convention may not be permitted by existing regulations. If a monthly convention is not allowed (or only applies to transfers of less than all of the partner's interest), taxable income or losses of the Owner Trust might be reallocated among the Owner Certificateholders. The Seller will be authorized to revise the Owner Trust's method of allocation between transferors and transferees to conform to a method permitted by future regulations. Section 754 Election. In the event that an Owner Certificateholder sells its Owner Certificates at a profit (loss), the purchasing Owner Certificateholder will have a higher (lower) basis in the Owner Certificates than the selling Owner Certificateholder had. The tax basis of the Owner Trust's assets will not be adjusted to reflect that higher (or lower) basis unless the Owner Trust were to file an election under Section 754 of the Code. In order to avoid the administrative complexities that would be involved in keeping accurate accounting records, as well as potentially onerous information reporting requirements, the Owner Trust will not make such 56 120 election. As a result, Owner Certificateholders might be allocated a greater or lesser amount of Owner Trust income than would be appropriate based on their own purchase price for Owner Certificates. Administrative Matters. The Owner Trustee is required to keep or have kept complete and accurate books of the Owner Trust. Such books will be maintained for financial reporting and tax purposes on an accrual basis and the fiscal year of the Owner Trust will be the calendar year. The Owner Trustee will file a partnership information return (IRS Form 1065) with the IRS for each taxable year of the Owner Trust and will report each Owner Certificateholder's allocable share of items of Owner Trust income and expense to holders and the IRS on Schedule K-1. The Owner Trust will provide the Schedule K-l information to nominees that fail to provide the Owner Trust with the information statement described below and such nominees will be required to forward such information to the beneficial owners of the Owner Certificates. Generally, holders must file tax returns that are consistent with the information return filed by the Trust or be subject to penalties unless the holder notifies the IRS of all such inconsistencies. Under Section 6031 of the Code, any person that holds Owner Certificates as a nominee at any time during a calendar year is required to furnish the Owner Trust with a statement containing certain information on the nominee, the beneficial owners and the Owner Certificates so held. Such information includes (i) the name, address and taxpayer identification number of the nominee and (ii) as to each beneficial owner (a) the name, address and identification number of such person, (b) whether such person is a United States person, a tax-exempt entity or a foreign government, an international organization, or any wholly owned agency or instrumentality of either of the foregoing, and (c) certain information on Owner Certificates that were held, bought or sold on behalf of such person throughout the year. In addition, brokers and financial institutions that hold Owner Certificates through a nominee are required to furnish directly to the Trust information as to themselves and their ownership of Owner Certificates. A clearing agency registered under Section 17A of the Exchange Act is not required to furnish any such information statement to the Owner Trust. The information referred to above for any calendar year must be furnished to the Owner Trust on or before the following January 31. Nominees, brokers and financial institutions that fail to provide the Owner Trust with the information described above may bc subject to penalties. The Seller will be designated as the tax matters partner for each Owner Trust in the related Trust Agreement and, as such, will be responsible for representing the Owner Certificateholders in any dispute with the IRS. The Code provides for administrative examination of a partnership as if the partnership were a separate and distinct taxpayer. Generally, the statute of limitations for partnership items does not expire before three years after the date on which the partnership information return is filed. Any adverse determination following an audit of the return of the Owner Trust by the appropriate taxing authorities could result in an adjustment of the returns of the Owner Certificateholders, and, under certain circumstances, an Owner Certificateholder may be precluded from separately litigating a proposed adjustment to the items of the Owner Trust. An adjustment could also result in an audit of an Owner Certificateholder's returns and adjustments of items not related to the income and losses of the Owner Trust. Tax Consequences to Foreign Owner Certificateholders. It is not clear whether the Owner Trust would be considered to be engaged in a trade or business in the United States for purposes of federal withholding taxes with respect to non-U.S. persons because there is no clear authority dealing with that issue under facts substantially similar to those described herein. Although it is not expected that the Owner Trust would be engaged in a trade or business in the United States for such purposes, the Owner Trust will withhold as if it were so engaged in order to protect the Owner Trust from possible adverse consequences of a failure to withhold. The Owner Trust expects to withhold on the portion of its taxable income that is allocable to foreign Certificateholders pursuant to Section 1446 of the Code, as if such income were effectively connected to a U.S. trade or business, at a rate of 35% for foreign holders that are taxable as corporations and 39.6% for all other foreign holders. Subsequent adoption of Treasury regulations or the issuance of other administrative pronouncements may require the Owner Trust to change its withholding procedures. In determining a holder's withholding status, the Owner Trust may rely on IRS Form W-8, IRS Form W-9 or the holder's certification of nonforeign status signed under penalty of perjury. 57 121 Backup Withholding. Distributions made on the Owner Certificates and proceeds from the sale of the Owner Certificates will be subject to a "backup" withholding tax of 31% if, in general, the Owner Certificateholder fails to comply with certain identification procedures, unless the holder is an exempt recipient under applicable provisions of the Code. TAX CHARACTERIZATION OF GRANTOR TRUSTS In connection with the issuance of each Series of Grantor Trust Certificates, Counsel will deliver its opinion that the Grantor Trust will be classified as a grantor trust under subpart E, part I of subchapter J of the Code and not as an association taxable as a corporation for federal income tax purposes. Grantor Certificateholders will be treated as the owners of the Grantor Trust, except as described below. General. For purposes of federal income tax, each Grantor Trust will be deemed to have acquired the following assets: (i) the principal portion of each Receivable comprising part of the related Receivables Pool plus a portion of the interest due on each such Receivable (the "Trust Stripped Bond"), (ii) if such Grantor Trust issues two or more classes of Grantor Certificates, a portion of the interest due on each Receivable equal to the difference between the Pass-Through Rate on the Subordinated Certificates and the Pass-Through Rate on the Senior Certificates multiplied by a portion of each Receivable equal to the product of the principal balance of such Receivable multiplied by a fraction, the numerator of which is the aggregate Certificate Balance of the Subordinated Certificates and the denominator of which is the sum of the aggregate Certificate Balance of each class of Grantor Certificates of such Series (such fraction, the "Subordinated Percentage", and one minus the Subordinated Percentage, the "Senior Percentage") (herein the "Trust Stripped Coupon"), (iii) the right, if any, to receive Yield Supplement Deposit Amounts and (iv) the right, if any, to receive payments from a Reserve Fund or other source of credit enhancement. All interest due on each Receivable in excess of that portion of such interest included in either the Trust Stripped Bond or the Trust Stripped Coupon above will have been retained by the Seller (the "Excess Receivable Amounts"). The Senior Certificateholders in the aggregate will own the Senior Percentage of the Trust Stripped Bond, and accordingly each Senior Certificateholder will be treated as owning its pro rata share of such asset. The Senior Certificateholders will not own any portion of the Trust Stripped Coupon. The Subordinated Certificateholders in the aggregate own both the Subordinated Percentage of the Trust Stripped Bond plus 100% of the Trust Stripped Coupon, if any, and accordingly each Subordinated Certificateholder will be treated as owning its pro rata share of both such assets. Each Grantor Certificateholder will be required to report on its federal income tax return, in a manner consistent with its method of accounting, its pro rata share of the entire gross income of the Grantor Trust, including interest or finance charges earned on the Receivables, certain amounts received from the Reserve Fund, if any, any Yield Supplement Deposit Amounts, any other payment from the Reserve Fund, if any, and any gain or loss upon collection or disposition of the related Receivables. In computing its federal income tax liability, a Grantor Certificateholder will be entitled to deduct, consistent with its method of accounting, its pro rata share of reasonable fees payable to the Servicer that are paid or incurred by the Grantor Trust as provided in Sections 162 or 212 of the Code and any allowable amortization deductions with respect to the foregoing Yield Supplement Deposit Amounts and payments from the Reserve Fund, if any. If a Grantor Certificateholder is an individual, estate or trust the deduction for its pro rata share of such fees will be allowed only to the extent that all of its miscellaneous itemized deductions, including its share of such fees, exceed 2% of its adjusted gross income. In addition, Code Section 68 provides that itemized deductions otherwise allowable for a taxable year of an individual taxpayer whose adjusted gross income exceeds a specified amount will be reduced by the lesser of (i) 3% of the excess, if any, of adjusted gross income over such amount, or (ii) 80% of the amount of itemized deductions otherwise allowable for such year. As a result, such investors holding Grantor Certificates, directly or indirectly through a pass-through entity, may have aggregate taxable income in excess of the aggregate amount of cash received on such Grantor Certificates with respect to interest at the related Pass-Through Rate on such Certificates. A Grantor Certificateholder using the cash method of accounting must take into account its pro rata share of income and deductions as and when collected by or paid by the Grantor Trust. A Grantor Certificateholder using the accrual method of accounting must take into 58 122 account its pro rata share of income and deductions as and when such amounts become due to or payable by the Grantor Trust. The Trust Stripped Bond will be treated as a "stripped bond" within the meaning of Section 1286 of the Code. The Trust Stripped Coupon will be treated as a "stripped coupon" within the meaning of Section 1286 of the Code. As a result, the Grantor Certificateholders will be deemed to hold interests in "stripped bonds" and "stripped coupons." For purposes of Code Section 1271 through 1288, Code Section 1286 treats a stripped bond or a stripped coupon as an obligation issued on the date that such stripped interest is created. Guidance by the IRS suggests that a servicing fee in excess of reasonable servicing ("excess servicing") will be treated under the stripped bond rules. It is expected that for federal income tax purposes, the Seller will be viewed as having retained a portion of each interest payment on each Receivable sold to the related Grantor Trust. To the extent that the Receivables are characterized as "stripped bonds," as described above, the income of the Trust allocable to Grantor Certificateholders will not include the portion of the interest on the Excess Receivable Amounts or the excess servicing treated as strips, and the deductions allocable to Grantor Certificateholders will be limited to their respective shares of reasonable servicing and other fees. In addition, a Grantor Certificateholder will not be subject to the market discount and premium rules discussed below with respect to the stripped Receivables, but instead will be subject to the original issue discount rules contained in the Code. A Grantor Certificateholder will be required to include any original issue discount in income as it accrues, regardless of whether cash payments are received, using a method reflecting a constant rate of interest on the related Receivables. Stripped Bonds and Stripped Coupons. Although the tax treatment of stripped bonds is not entirely clear, based on guidance by the IRS, each purchaser of a Grantor Certificate will be treated as the purchaser of a stripped bond which generally should be treated as a single debt instrument issued on the day it is purchased for purposes of calculating any original issue discount. Generally, under Treasury regulations issued with respect to section 1286 of the Code (the "Section 1286 Treasury Regulations"), if the discount on a stripped bond certificate is larger than a de minimis amount (as calculated for purposes of the original issue discount rules of the Code) such stripped bond certificate will be considered to have been issued with original issue discount. See "Accrual of Original Issue Discount". Based on the preamble to the Section 1286 Treasury Regulations, Counsel is of the opinion that, although the matter is not entirely clear, the interest income on the Senior Certificates and the Subordinated Certificates (less the stripped coupon amount) at the sum of the Pass-Through Rate for the Senior Certificates and the portion of the Servicing Fee Rate that does not constitute excess servicing will be treated as "qualified stated interest" within the meaning of the Section 1286 Treasury Regulations and such income will be so treated in the Grantor Trustee's tax information reporting. Accrual of Original Issue Discount. In determining whether a Grantor Certificateholder has purchased its interest in the related Receivables (or any Receivable) at a discount, a portion of the purchase price for a Grantor Certificate (i) will be allocated to any Yield Supplement Deposit Amounts and any payments from the Reserve Fund or other form of credit enhancement and (ii) may be allocated to the accrued interest on the Receivables at the time of purchase as though such accrued interest were a separate asset, thus, in each case, reducing the portion of the purchase price allocable to the Grantor Certificateholder's undivided interest in the Receivables (the "Purchase Price"). If the Grantor Certificates are considered to be issued with OID, the rules described in this paragraph would apply. Generally, the owner of a stripped bond issued or acquired with OID must include in gross income the sum of the "daily portions", as defined below, of the OID on such Grantor Certificate for each day on which it owns a Grantor Certificate, including the date of purchase but excluding the date of disposition. In the case of an original Grantor Certificateholder, the daily portions of OID with respect to a Grantor Certificate generally would be determined as follows. A calculation will be made of the portion of OID that accrues on the Grantor Certificate during each successive monthly accrual period (or shorter period in respect of the date of original issue or the final Distribution Date). This will be done, in the case of each full monthly accrual period, by adding (i) the present value as of the close of such accrual period of all remaining payments to be received on the Grantor Certificate under the prepayment assumption used in respect of the Grantor Certificates and (ii) any payments received during such accrual period, and subtracting from that total the "adjusted issue price" of the Grantor Certificate at the beginning of such accrual period. No representation is made that the Receivables will prepay at any prepayment 59 123 assumption. The "adjusted issue price" of a Grantor Certificate at the beginning of the first accrual period is its issue price (as determined for purposes of the OID rules of the Code) and the "adjusted issue price" of a Grantor Certificate at the beginning of a subsequent accrual period is the "adjusted issued price" at the beginning of the immediately preceding accrual period plus the amount of OID allocable to that accrual period and reduced by the amount of any payment made at the end of or during that accrual period. The OID accruing during such accrual period will then be divided by the number of days in the period to determine the daily portion of OID for each day in the period. With respect to an initial accrual period shorter than a full monthly accrual period, the daily portions of OID must be determined according to any reasonable method set forth in the Treasury Regulations with respect to OID. With respect to the Grantor Certificates of any Series issued by a Grantor Trust, the method of calculating OID as described above will cause the accrual of original issue discount to either increase or decrease (but never below zero) in any given accrual period to reflect the fact that prepayments are occurring at a faster or slower rate than the prepayment assumption used in respect of the Grantor Certificates. Subsequent purchasers that purchase Grantor Certificates at more than a de minimis discount should consult their tax advisors with respect to the proper method to accrue such OID. Premium. The purchase of a Grantor Certificate at more than its adjusted principal amount will result in the creation of a premium with respect to the interest in the underlying Receivables represented by such Grantor Certificates. In determining whether a Grantor Certificateholder has purchased its interest in the related Receivables (or any Receivable) at a premium, a portion of the purchase price for a Grantor Certificate (i) will be allocated to any Yield Supplement Deposit Amounts and any payments from a Reserve Fund or other source of credit enhancement and (ii) may be allocated to the accrued interest on the Receivables at the time of purchase as though such accrued interest were a separate asset, thus, in each case, reducing the portion of the purchase price allocable to the Grantor Certificateholder's undivided interest in the Receivables. A purchaser (who does not hold the Grantor Certificate for sale to customers or in inventory) may elect under Section 171 of the Code to amortize such premium. Under the Code, premium is allocated among the interest payments on the Receivables to which it relates and is considered as an offset against (and thus a reduction of) such interest payments. With certain exceptions, such an election would apply to all debt instruments held or subsequently acquired by the electing holder. Holders of Grantor Certificates acquired at a premium are urged to consult with their own tax advisors regarding the proper treatment of the Grantor Certificates for federal income tax purposes. Yield Supplement Deposit Amounts and Payments from Reserve Funds. The manner in which income with respect to any Yield Supplement Deposit Amounts and payments from any Reserve Fund should be accrued is not clear. Moreover, the sum of the income and deductions properly reportable by a Grantor Certificateholder in any taxable year may not equal the amounts that would be reportable if a Grantor Certificateholder held, instead of an interest in the Receivables, such Yield Supplement Deposit Amounts and payments from a Reserve Fund either, (i) a debt instrument bearing interest at the related Pass-Through Rate or (ii) an interest in a trust holding Receivables each of which bears interest at a rate at least equal to the sum of the Pass-Through Rate for the Subordinated Certificates plus the Servicing Fee Rate. It is possible that a Grantor Certificateholder will be required to report as income on a current basis its pro rata share of all amounts received by the Trust from the Yield Supplement Account, if any, and the Reserve Fund. In such event, the Grantor Certificateholder should be entitled to amortize in some manner the portion of the purchase price paid for its Grantor Certificate that is allocable to its pro rata interest in such Yield Supplement Deposit Amounts and payments from a Reserve Fund. It is not clear whether such amortization deduction would be computed on a method reflecting a constant rate of amortization, a straight-line method of amortization, or some other method. Alternatively, it is possible that income attributable to any Yield Supplement Deposit Amounts and payments from a Reserve Fund could be accounted for as though the Grantor Certificateholder purchased two original issue discount instruments having an "issue price" equal to the portion of the purchase price allocable to such Yield Supplement Deposit Amounts and payments from such Reserve Fund, respectively and a "stated redemption price" equal to the total of all payments projected to be made pursuant to such Yield Supplement Deposit Amounts and payments from such Reserve Fund, respectively. It is not 60 124 clear whether, and to what extent, the amounts includible in income or amortizable under any of these methods would be adjusted to take account of prepayments on the Receivables. Moreover, it is possible that the IRS might contend that none of the above methods is appropriate, and that income with respect to any Yield Supplement Deposit Amounts and payments from a Reserve Fund should be reported by a Grantor Certificateholder in some other manner. In addition, to the extent that the amounts paid from any Yield Supplement Account or from a Reserve Fund decline during any period by reason of prepayments on the related Receivables, fewer than anticipated losses on the Receivables or greater than anticipated earnings on any Pre-Funding Account, it is possible that a portion of the amount amortizable by the Grantor Certificateholder during such period would be treated as a capital loss (which would not offset ordinary income), rather than as an ordinary deduction. It is expected that the annual statement furnished to Grantor Certificateholders will report the net income derived from any Yield Supplement Deposit Amounts and payments from any Reserve Fund using a method that caused the total income attributable to a Grantor Certificate to equal income at the applicable Pass-Through Rate on the related Certificate Balance. Grantor Certificateholders are advised to consult their tax advisors regarding the appropriate method of accounting for income attributable to any Yield Supplement Deposit Amounts and payments from any Reserve Fund. Sale of a Grantor Certificate. If a Grantor Certificate is sold, gain or loss will be recognized equal to the difference between the amount realized on the sale (exclusive of amounts attributable to accrued and unpaid interest, which will be treated as ordinary income) allocable to each of the Receivables, any Yield Supplement Deposit Amounts and payments from any Reserve Fund and the Grantor Certificateholder's adjusted basis in each of the foregoing. A Grantor Certificateholder's adjusted basis will equal the Grantor Certificateholder's cost for the Grantor Certificate, increased by any discount previously included in income, and decreased (but not below zero) by any previously amortized premium and by the amount of payments previously received on the related Receivables. Any gain or loss will be capital gain or loss if the Grantor Certificate was held as a capital asset, except that gain will be treated in whole or in part as ordinary interest income to the extent of the seller's interest in accrued market discount not previously taken into income on underlying Receivables having a fixed maturity date of more than one year from the date of origination. Net capital gains of individuals are subject to differing tax rates depending upon the holding period of the Grantor Certificates. SUBORDINATED CERTIFICATEHOLDERS General. As stated above the Pass-Through Rate in respect of Subordinated Certificates will be equal to the sum of (i) the Subordinated Percentage of the Pool Balance multiplied by the Pass-Through Rate for the Senior Certificates, (ii) a portion of the interest accrued on each Receivable (the "Trust Stripped Coupon") and (iii) the right to receive Yield Supplement Deposit Amounts and certain payments from any Reserve Fund. Because the purchase price paid by each Subordinated Certificateholder will be allocated between that Certificateholder's interest in the Trust Stripped Bond and the Trust Stripped Coupon based on the relative fair market values of each asset on the date such Grantor Certificate is purchased, the Trust Stripped Bond may be issued with OID. Trust Stripped Bond. Except to the extent modified below, the income on the Trust Stripped Bond represented by the Grantor Certificate will be reported in the same manner as described above for holders of the Certificates. The interest income on the Subordinated Certificates at the Pass-Through Rate for the Senior Certificates and the portion of the applicable Servicing Fee Rate that does not constitute excess servicing will be treated as qualified stated interest. Trust Stripped Coupon. The Trust Stripped Coupon will be treated as a debt instrument with OID equal to the excess of the total amount payable with respect to such Trust Stripped Coupon (based on the prepayment assumption used in pricing the Grantor Certificates) over the portion of the purchase price allocated thereto. The sum of the daily portions of OID on the Trust Stripped Coupon for each day during a year in which the Subordinated Certificateholder holds the Trust Stripped Coupon will be included in the Grantor Certificateholder's income. Effect of Subordination. If the Subordinated Certificateholders receive distributions of less than their share of the Grantor Trust's receipts of principal or interest (the "Shortfall Amount") because of the 61 125 subordination of the Subordinated Certificates, holders of Subordinated Certificates would probably be treated for federal income tax purposes as if they had (i) received as distributions their full share of such receipts, (ii) paid over to the Senior Certificateholders an amount equal to such Shortfall Amount and (iii) retained the right to reimbursement of such amounts to the extent such amounts are otherwise available as a result of collections on the related Receivables or amounts available in any Reserve Fund. Under this analysis, (i) Subordinated Certificateholders would be required to accrue as current income any interest or OID income of the Grantor Trust that was a component of the Shortfall Amount, even though such amount was in fact paid to the Senior Certificateholders, (ii) a loss would only be allowed to the Subordinated Certificateholders when their right to receive reimbursement of such Shortfall Amount became worthless (i.e., when it becomes clear that amount will not be available from any source to reimburse such loss) and (iii) reimbursement of such Shortfall Amount prior to such a claim of worthlessness would not be taxable income to Subordinated Certificateholders because such amount was previously included in income. Those results should not significantly affect the inclusion of income for Subordinated Certificateholders on the accrual method of accounting, but could accelerate inclusion of income to Subordinated Certificateholders on the cash method of accounting by, in effect, placing them on the accrual method. Moreover, the character and timing of loss deductions on certificates such as the Subordinated Certificates is unclear. Subordinated Certificateholders are strongly urged to consult their own tax advisors regarding the appropriate timing, amount and character of any losses sustained with respect to the Subordinated Certificates including any loss resulting from the failure to recover previously accrued interest or discount income. FOREIGN GRANTOR CERTIFICATEHOLDERS Interest attributable to Receivables which is received by a foreign Grantor Certificateholder will generally not be subject to the normal 30% withholding tax imposed with respect to such payments, provided that (i) the foreign Grantor Certificateholder does not own, directly or indirectly, 10% or more of, and is not a controlled foreign corporation related to, the Seller and (ii) such holder fulfills certain certification requirements. Under such requirements, the holder must certify, under penalty of perjury, that it is not a "United States person" and provide its name and address. For this purpose, "United States person" means a citizen or resident of the United States, a corporation, partnership or other entity created or organized in or under the laws of the United States or any political subdivision thereof or an estate or trust the income of which is includible in gross income for United States federal income tax purposes, regardless of its source. Gain realized upon the sale of a Grantor Certificate by a foreign Grantor Certificateholder generally will not be subject to United States withholding tax. If, however, such interest or gain is effectively connected to the conduct of a trade or business within the United States by such foreign Grantor Certificateholder, such holder will be subject to United States federal income tax thereon at regular rates. Potential investors who are not United States persons should consult their own tax advisors regarding the specific tax consequences to them of owing a Grantor Certificate. It is not clear whether amounts received by Grantor Certificateholders that are attributable to payments received from any Yield Supplement Deposit Amounts or from any Reserve Fund would be subject to withholding tax. Accordingly, a Grantor Certificate may not be a suitable investment for non-United States persons. INFORMATION REPORTING AND BACKUP WITHHOLDING The Grantor Trustee will furnish or make available, within the prescribed period of time for tax reporting purposes after the end of each calendar year, to each Grantor Certificateholder or each person holding a Grantor Certificate on behalf of a Grantor Certificateholder at any time during such year, such information as the Grantor Trustee deems necessary or desirable to assist Grantor Certificateholders in preparing their federal income tax returns. Payments made on the Grantor Certificates and proceeds from the sale of the Grantor Certificates will not be subject to a "backup" withholding tax of 31% unless, in general, a Grantor Certificateholder fails to comply with certain reporting procedures and is not an exempt recipient under applicable provisions of the Code. 62 126 THE FEDERAL INCOME TAX DISCUSSION SET FORTH ABOVE IS INCLUDED FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON A HOLDER'S PARTICULAR SITUATION. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE TAX CONSEQUENCES TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE SECURITIES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS. STATE TAX CONSEQUENCES WITH RESPECT TO OWNER TRUSTS The activities to be undertaken by the Master Servicer in servicing and collecting the Receivables will take place in California. The State of California imposes a state individual income tax and a corporate franchise tax which is imposed on corporations, publicly traded partnerships, associations and certain other entities doing business in the State of California. This discussion is based upon present provisions of California statutes and the regulations promulgated thereunder, and applicable judicial or ruling authority, all of which are subject to change, which change may be retroactive. Because of the variation in each state's tax laws based in whole or in part upon income, it is impossible to predict tax consequences to holders of Notes and Owner Certificates in all of the state taxing jurisdictions in which they are already subject to tax. Noteholders and Owner Certificateholders are urged to consult their own tax advisors with respect to state tax consequences arising out of the purchase, ownership and disposition of Notes and Owner Certificates. TAX CONSEQUENCES WITH RESPECT TO THE NOTES It is expected that Counsel will advise each Trust that issues Notes that, assuming the Notes will be treated as debt for federal income tax purposes, the Notes will be treated as debt for California income and franchise tax purposes. Accordingly, Noteholders not otherwise subject to taxation in California should not become subject to taxation in California solely because of a holder's ownership of Notes. However, a Noteholder already subject to California's income tax or franchise tax could be required to pay additional California tax as a result of the holder's ownership or disposition of Notes. TAX CONSEQUENCES WITH RESPECT TO THE OWNER CERTIFICATES Based on a ruling issued by the Franchise Tax Board with respect to the California tax characterization of the Owner Trust as a partnership and not as an association taxable as a corporation or other taxable entity, if the arrangement created by the Trust Agreement is treated as a partnership (not taxable as a corporation) for federal income tax purposes, Counsel will opine that the same treatment should also apply for California tax purposes. In such case, the resulting constructive partnership should not be treated as doing business in California but rather should be viewed as a passive holder of investments and, as a result, should not be subject to the California franchise tax (which, if applicable, could possibly result in reduced distributions to Owner Certificateholders). The Owner Certificateholders also should not be subject to the California franchise tax on income received through the partnership. Under current law, Owner Certificateholders that are nonresidents of California and are not otherwise subject to California income tax should not be subject to California income tax on the income from the constructive partnership. In any event, classification of the arrangement as a "partnership" would not cause an Owner Certificateholder not otherwise subject to taxation in California to pay California tax on income beyond that derived from the Certificates. 63 127 ERISA CONSIDERATIONS Section 406 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and Section 4975 of the Code prohibit a pension, profit sharing or other employee benefit plan, as well as individual retirement accounts and certain types of Keogh Plans (each, a "Plan"), from engaging in certain transactions involving "plan assets" with persons that are "parties in interest" under ERISA or "disqualified persons" under the Code with respect to the Plan. ERISA also imposes certain duties on persons who are fiduciaries of Plans subject to ERISA and prohibits certain transactions between a plan and parties in interest with respect to such Plans. Under ERISA, any person who exercises any authority or control with respect to the management or disposition of the assets of a Plan is considered to be a fiduciary of such Plan (subject to certain exceptions not here relevant). A violation of these "prohibited transaction" rules may generate excise tax and other liabilities under ERISA and the Code for such persons. Employee benefit plans that are governmental plans (as defined in Section 3(32) of ERISA) and certain church plans (as defined in Section 3(33) of ERISA) are not subject to ERISA requirements. Under a regulation (the "Plan Assets Regulation") issued by the United States Department of Labor ("Labor"), the assets of a Trust would be treated as plan assets of a Plan for the purposes of ERISA and the Code if the Plan acquired an "equity interest" in such Trust, and none of the exceptions contained in the Plan Assets Regulation (and in subsequent administrative exemptions issued by Labor) was applicable. An equity interest is defined under the Plan Assets Regulation as an interest other than an instrument which is treated as indebtedness under applicable local law and which has no substantial equity features. The likely treatment in this context of the Securities of a given series will be discussed in the related Prospectus Supplement. Due to the complexities of the "prohibited transaction" rules and the penalties imposed upon persons involved in prohibited transactions, it is important that the fiduciary of any Plan considering the purchase of Securities consult with its counsel regarding the applicability of the prohibited transaction provisions of ERISA and the Code to such investment. PLAN OF DISTRIBUTION Unless otherwise provided in the related Prospectus Supplement, on the terms and conditions set forth in the separate underwriting agreements with respect to the Securities of any Series or class issued by a Trust (each, an "Underwriting Agreement"), the Seller will agree to cause the related Trust to sell to the underwriters named therein and in the related Prospectus Supplement, and each of such underwriters will severally agree to purchase, the principal amount of each class of Securities of the related Series set forth therein and in the related Prospectus Supplement. In each Underwriting Agreement, the several underwriters will agree, subject to the terms and conditions set forth therein, to purchase all the Securities described therein which are offered hereby and by the related Prospectus Supplement if any of such Securities are purchased. Pursuant to each Underwriting Agreement, the closing of the sale of any class of Securities subject thereto will be conditioned on the closing of the sale of all other classes of such series that are subject to such Underwriting Agreement or any other Underwriting Agreement or Purchase Agreement covering Securities of such Series. Each Prospectus Supplement will either (i) set forth the price at which each class of Securities offered thereby will be offered to the public and any concessions that may be offered to certain dealers participating in the offering of such Securities or (ii) specify that the related Securities are to be resold by the underwriters in negotiated transactions at varying prices to be determined at the times of such sales. After the initial public offering of any such Securities, such public offering prices and such concessions may be changed. Each Underwriting Agreement will provide that the Seller and Fleetwood Credit will jointly and severally indemnify the related underwriters against certain civil liabilities, including liabilities under the Securities Act, or contribute to payments the several underwriters may be required to make in respect thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officer or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been 64 128 informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. The place and time of delivery for the Securities in respect of which this Prospectus is delivered will be set forth in the related Prospectus Supplement. LEGAL OPINIONS Certain legal matters relating to the Securities will be passed upon for the Seller by Timothy M. Hayes or Frederic C. Liskow, each a Vice President and Assistant General Counsel to First Capital, the parent company of the Servicer. Mr. Hayes and Mr. Liskow each own shares of Class A Common Stock of First Capital, and each have options to purchase additional shares of such Class A Common Stock. Arter & Hadden LLP, Washington, D.C. will act as special counsel to the Seller with respect to certain matters relating to the Securities, including certain federal income tax matters relating to the Securities. Brown & Wood LLP, San Francisco, California will act as counsel for the Underwriters. Brown & Wood LLP has from time to time represented Fleetwood Credit in certain matters not related to the offering of the Securities. 65 129 INDEX OF TERMS Set forth below is a list of certain of the more significant terms used in this Prospectus and the pages on which the definitions of such terms may be found herein.
TERM PAGE ---- ---- Additional Yield Supplement Amount............... 8 Administration Agreement......................... 44 Administration Fee............................... 45 Administrator.................................... 44 Advance.......................................... 9 Advance.......................................... 32 Cash Collateral Account.......................... 35 Certificate Balance.............................. 4 Certificates..................................... 1 Closing Date..................................... 6 Code............................................. 50 Collection Accounts.............................. 30 Collection Period................................ 5 Commission....................................... 2 Commission....................................... II-4 Cooperative...................................... 26 Corporation...................................... II-6 Corporations Code................................ II-1 Cutoff Date...................................... 6 Dealers.......................................... 6 Dealers.......................................... 11 Defaulted Receivable............................. 33 Deposit Date..................................... 9 Distribution Date................................ 5 Euroclear........................................ 26 Euroclear Operator............................... 26 Excess Receivable Amounts........................ 57 Exchange Act..................................... 2 Final Scheduled Distribution Date................ 6 Financed Vehicles................................ 1 FTC Rule......................................... 49 Grantor Certificates............................. 1 Grantor Collection Account....................... 30 Grantor Trust.................................... 1 Grantor Trustee.................................. 3 Indenture........................................ 3 Indenture Trustee................................ 3 Indirect DTC Participants........................ 24 Initial Financed Vehicles........................ 6 Insolvency Event................................. 39 LOC Issuer....................................... 35 Maximum Initial Yield Supplement Amount.......... 8 Military Reservist Relief Act.................... 13 Non-Reimbursable Payment......................... 33 Note Distribution Account........................ 30 Notes............................................ 1 Obligors......................................... 11 Owner Certificate Distribution Account........... 30 Owner Certificates............................... 1 Owner Collection Account......................... 29 Owner Securities................................. 1 Owner Trust...................................... 1 Owner Trustee.................................... 3
TERM PAGE ---- ---- Paid-Ahead Period................................ 14 Paid-Ahead Receivable............................ 14 Payment Date..................................... 6 Plan............................................. 10 Plan............................................. 62 Plan Assets Regulation........................... 62 Pooling and Servicing Agreement.................. 3 Pre-Funding Account.............................. 31 Pre-Funded Amount................................ 7 Prospectus Supplement............................ 1 Purchase Price................................... 58 Rating Agency.................................... 28 Receivables...................................... 6 Receivables...................................... 1 Receivables Pool................................. 4 Receivables Purchase Agreement................... 6 Record Date...................................... 5 Relief Act Obligor............................... 13 Repurchase Amount................................ 29 Required Deposit Ratings......................... 30 Required Rate.................................... 8 Required Servicer Ratings........................ 31 Reserve Fund..................................... 35 Sale and Servicing Agreement..................... 6 Schedule of Receivables.......................... 27 Section 1286 Treasury Regulations................ 58 Securities....................................... 1 Securities Act................................... 2 Securities Act................................... II-3 Security Owner................................... 3 Seller........................................... 3 Seller........................................... 1 Senior Certificates.............................. 5 Series........................................... 1 Servicer Letter of Credit........................ 31 Servicing Fee Rate............................... 9 Shortfall Amount................................. 60 Soldiers' and Sailors' Relief Act................ 13 Spread Account................................... 36 Subordinated Certificates........................ 5 Transfer Agreement............................... 7 Transfer and Servicing Agreements................ 7 Trust Agreement.................................. 3 Trust Stripped Bond.............................. 56 Trust Stripped Coupon............................ 60 Trustees......................................... 3 Trusts........................................... 1 UCC.............................................. 24 Underwriting Agreement........................... 63 Yield Supplement Account......................... 8 Yield Supplement Agreement....................... 8 Yield Supplement Amount.......................... 8 Yield Supplement Initial Deposit................. 8
66 130 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the expenses to be incurred in connection with the offering of the Securities being registered herein: SEC registration fee........................................ $ 590,008.03 Legal fees and expenses..................................... 150,000.00 Accounting fees and expenses................................ 50,000.00 Blue sky fees and expenses.................................. 5,000.00 Rating agency fees.......................................... 500,000.00 Trustee's fees and expenses................................. 25,000.00 Printing.................................................... 85,000.00 Miscellaneous............................................... 25,000.00 ------------- Total............................................. $1,525,008.03 =============
All of the above amounts, other than the Securities and Exchange Commission filing fee, are estimates. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 317(b) of the California Corporations Code (the "Corporations Code") provides that a corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any "proceeding" (as defined in Section 317(a) of the Corporations Code), other than an action by or in the right of the corporation to procure a judgment in its favor, by reason of the fact that such person is or was a director, officer, employee or other agent of the corporation (collectively, an "Agent"), against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding if the Agent acted in good faith and in a manner the Agent reasonably believed to be in the best interest of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe the conduct was unlawful. Section 317(c) of the Corporations Code provides that a corporation shall have power to indemnify any Agent who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that such person is or was an Agent, against expenses actually and reasonably incurred by the Agent in connection with the defense or settlement of such action if the Agent acted in good faith and in a manner such Agent believed to be in the best interest of the corporation and its shareholders. Section 317(c) further provides that no indemnification may be made thereunder for any of the following: (i) in respect of any matter as to which an Agent shall have been adjudged to be liable to the corporation, unless the court in which such proceeding is or was pending shall determine that such Agent is fairly and reasonably entitled to indemnity for expenses, (ii) of amounts paid in settling or otherwise disposing of a pending action without court approval and (iii) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval. Section 317(d) of the Corporations Code requires that an Agent be indemnified against expenses actually and reasonably incurred to the extent the Agent has been successful on the merits in the defense of proceedings referred to in subdivisions (b) or (c) of Section 317. Except as provided in Section 317(d), and pursuant to Section 317(e), indemnification under Section 317 shall be made by the corporation only if specifically authorized and upon a determination that indemnification is proper in the circumstances because the Agent has met the applicable standard of conduct, by any of the following: (i) a majority vote of a quorum consisting of directors who are not parties to the proceeding, (ii) if such a quorum of directors is not obtainable, by independent legal counsel in a written II-1 131 opinion, (iii) approval of the shareholders, provided that any shares owned by the Agent may not vote thereon, or (iv) the court in which such proceeding is or was pending. Pursuant to Section 317(f) of the Corporations Code, the corporation may advance expenses incurred in defending any proceeding upon receipt of an undertaking by the Agent to repay such amount if it is ultimately determined that the Agent is not entitled to be indemnified. Section 317(h) provides, with certain exceptions, that no indemnification shall be made under Section 317 where it appears that it would be inconsistent with a provision of the corporation's articles, bylaws, a shareholder resolution or an agreement which prohibits or otherwise limits indemnification, or where it would be inconsistent with any condition expressly imposed by a court in approving a settlement. Section 317(i) authorizes a corporation to purchase and maintain insurance on behalf of an Agent for liabilities arising by reason of the Agent's status, whether or not the corporation would have the power to indemnify the Agent against such liability under the provisions of Section 317. Reference is also made to Section 7 of the Form of Underwriting Agreement to be executed by the Registrant, Fleetwood Credit Corp. and any Underwriter of the Securities offered hereby (see Exhibit 1.1), which provides for indemnification of the Registrant under certain circumstances. Article IX of the Articles of Incorporation of the Registrant provides for the indemnification of the officers and directors of the Registrant to the fullest extent permissible under California law. Article IV, Section 4.01 of the Bylaws of the Registrant requires that the Registrant indemnify, and, in certain instances, advance expenses to, its agents, with respect to certain costs, expenses, judgments, fines, settlements and other amounts incurred in connection with any proceeding, to the full extent permitted by applicable law. In addition, Article IV, Section 4.03 of the Bylaws of the Registrant authorizes the Registrant to purchase and maintain insurance to the extent provided by Section 3.17(i) of the Corporations Code. ITEM 16. EXHIBITS. 1.1 -- Form of Underwriting Agreement for Grantor Certificates 1.2 -- Form of Underwriting Agreement for Owner Securities 4.1 -- Form of Trust Agreement (including form of Owner Certificates issued by Owner Trusts) 4.2 -- Form of Indenture (including form of Notes issued by Owner Trusts) 4.3 -- Form of Pooling and Servicing Agreement (including forms of Grantor Certificates issued by Grantor Trusts) 4.4 -- Form of Standard Terms and Conditions of Pooling and Servicing Agreement 5.1 -- Opinion of Frederic C. Liskow, Esq. with respect to legality 8.1 -- Opinion of Arter & Hadden LLP with respect to tax matters 10.1 -- Form of Receivables Purchase Agreement 10.2 -- Form of Sale and Servicing Agreement 10.3 -- Form of Transfer Agreement 10.4 -- Form of Yield Supplement Agreement 10.5 -- Form of Administration Agreement 23.1 -- Consent of Timothy M. Hayes, Esq. (included in Exhibit 5.1) 23.2 -- Consent of Arter & Hadden LLP (included in Exhibit 8.1) 24.1 -- Powers of Attorney of Directors and Officers of Registrant (included on Page II-7) 25.1 -- Statement of Eligibility and Qualification of Indenture Trustee*
- --------------- * To be filed by amendment. II-2 132 ITEM 17. UNDERTAKINGS. The undersigned Registrant hereby undertakes as follows: (a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement, provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a posteffective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the Registration Statement; (b) That, for the purpose of determining any liability under the Securities Act of 1933 (the "Securities Act"), each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) For purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (e) To provide to the Underwriters at the closing dates specified in the Underwriting Agreements certificates in such denominations and registered in such names as required by the Underwriters to provide prompt delivery to each purchaser. (f) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission (the "Commission") such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of such Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. (g) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act will be deemed to be part of this registration statement as of the time it was declared effective. (h) For purposes of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof. II-3 133 (i) The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the Indenture Trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Securities Act. II-4 134 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Irving, State of Texas, on the 1st day of April, 1998. FLEETWOOD CREDIT RECEIVABLES CORP. By: /s/ MARVIN T. RUNYON, III ---------------------------------- Marvin T. Runyon, III Senior Vice President II-5 135 POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned, being an officer or director or both, of Fleetwood Credit Receivables Corp., a California corporation (the "Corporation"), hereby make John F. Hughes, Timothy M. Hayes, Marvin T. Runyon, III and Chester D. Longenecker, and each of them, attorneys-in-fact and agents of the undersigned with full power and authority of substitution and resubstitution, in any and all capacities, to execute for and on behalf of the undersigned the Registration Statement on Form S-3 relating to which this power of attorney is filed as an exhibit, and any and all pre-effective and post-effective amendments or supplements to the foregoing Registration Statement and any other documents and instruments incidental thereto, and to deliver and file the same, with all exhibits thereto, and all documents and instruments in connection therewith, with the Securities and Exchange Commission, and with each exchange on which any class of securities of the Corporation is registered, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing that said attorneys-in-fact and agents, and each of them, deem advisable or necessary to enable the Corporation to effectuate the intents and purposes hereof, and the undersigned hereby fully ratify and confirm all that said attorneys-in-fact and agents, or any of them, or their respective substitutes, if any, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated:
SIGNATURE TITLE DATE --------- ----- ---- /s/ DOY B. HENLEY Director April 1, 1998 - ----------------------------------------------------- Doy B. Henley /s/ HAROLD D. MARSHALL Director and President April 1, 1998 - ----------------------------------------------------- (Principal Executive Harold D. Marshall Officer) /s/ JAMES W. PARKER Director April 1, 1998 - ----------------------------------------------------- James W. Parker /s/ LAWRENCE F. PITTROFF Director and Senior Vice April 1, 1998 - ----------------------------------------------------- President Lawrence F. Pittroff /s/ JOHN F. HUGHES Executive Vice President April 1, 1998 - ----------------------------------------------------- and Treasurer (Principal John F. Hughes Financial Officer) /s/ DENNIS J. MANDICK Executive Vice President April 1, 1998 - ----------------------------------------------------- and Controller (Principal Dennis J. Mandick Accounting Officer)
II-6 136 EXHIBIT INDEX
SEQUENTIALLY NUMBERED EXHIBIT DESCRIPTION ------------ ----------- 1.1 -- Form of Underwriting Agreement for Grantor Certificates 1.2 -- Form of Underwriting Agreement for Owner Securities 4.1 -- Form of Trust Agreement (including form of Owner Certificates issued by Owner Trusts) 4.2 -- Form of Indenture (including form of Notes issued by Owner Trusts) 4.3 -- Form of Pooling and Servicing Agreement (including forms of Grantor Certificates issued by Grantor Trusts) 4.4 -- Form of Standard Terms and Conditions of Pooling and Servicing Agreement 5.1 -- Opinion of Frederic C. Liskow, Esq. with respect to legality 8.1 -- Opinion of Arter & Hadden LLP with respect to tax matters 10.1 -- Form of Receivables Purchase Agreement 10.2 -- Form of Sale and Servicing Agreement 10.3 -- Form of Transfer Agreement 10.4 -- Form of Yield Supplement Agreement 10.5 -- Form of Administration Agreement 23.1 -- Consent of Timothy M. Hayes, Esq. (included in Exhibit 5.1) 23.2 -- Consent of Arter & Hadden LLP (included in Exhibit 8.1) 24.1 -- Powers of Attorney of Directors and Officers of Registrant (included on Page II-7) 25.1 -- Statement of Eligibility and Qualification of Indenture Trustee*
- --------------- * To be filed by amendment. EX-1.1 2 FORM OF UNDERWRITING AGMT FOR GRANTOR CERTIFICATES 1 EXHIBIT 1.1 $_____________ FLEETWOOD CREDIT RV RECEIVABLES 199__-__ GRANTOR TRUST ____% ASSET BACKED CERTIFICATES, CLASS A ____% ASSET BACKED CERTIFICATES, CLASS B UNDERWRITING AGREEMENT ____________, 199__ ______________________, as Representative of the several Underwriters ______________________ ______________________ Dear Sirs: 1. Introductory. Fleetwood Credit Receivables Corp., a California corporation (the "Seller") and a wholly owned subsidiary of Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"), proposes to sell to ____________ and __________ (the "Underwriters"), acting severally and not jointly, for whom ___________ is acting as representative (in such capacity, the "Representative"), $___________ aggregate principal amount of ____% Asset Backed Certificates, Class A (the "Class A Certificates") and $___________ aggregate principal amount of ____% Asset Backed Certificates, Class B (the "Class B Certificates" and, together with the Class A Certificates, the "Certificates") of the Fleetwood Credit RV Receivables 199__-__ Grantor Trust (the "Trust"). The Certificates will be issued pursuant to a pooling and servicing agreement, dated as of __________ 1, 199__ (the "Pooling and Servicing Agreement"), among the Seller, Fleetwood Credit, as servicer (in such capacity, the "Servicer"), and ______________, as trustee (the "Trustee"). The Class B Certificates will be subordinated to the Class A Certificates to the limited extent described in the Pooling and Servicing Agreement. This Underwriting Agreement shall hereinafter be referred to as "this Agreement." Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. 2 Each Certificate will represent a fractional undivided interest in the Trust. The assets of the Trust 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 monies due under the Receivables on and after __________ 1, 199__ (the "Initial Cutoff Date") and amounts on deposit in a trust account (the "Pre-Funding Account"), in each case as more fully described in the Prospectus, as defined below. The Initial Receivables will be sold by Fleetwood Credit to the Seller pursuant to a receivables purchase agreement, dated as of __________ 1, 199__ (the "Receivables Purchase Agreement"), between Fleetwood Credit and the Seller, and the Seller in turn will sell the Initial Receivables to the Trust pursuant to the Pooling and Servicing Agreement. From time to time during the Funding Period pursuant to the Receivables Purchase Agreement, to the extent available, Fleetwood Credit will be obligated to sell, and the Seller will be obligated to purchase, additional simple interest retail installment sale contracts (the "Subsequent Receivables" and, together with the Initial Receivables, the "Receivables") secured by the new and used recreational vehicles financed thereby (the "Subsequent Financed Vehicles" and, together with the Initial Financed Vehicles, the "Financed Vehicles"), which Subsequent Receivables will be described in one or more agreements among Fleetwood Credit, the Seller and the Trustee (each, a "Transfer Agreement"), dated as of the related date of transfer (each, a "Subsequent Transfer Date"). The Subsequent Receivables will in turn be sold by the Seller to the Trust pursuant to the Pooling and Servicing Agreement and the related Transfer Agreement. The maximum aggregate principal amount of Subsequent Receivables to be sold during the Funding Period by Fleetwood Credit to the Seller and by the Seller to the Trust is $_____________. 2. Representations and Warranties of the Seller and Fleetwood Credit. (a) The Seller represents and warrants to, and agrees with, each Underwriter that: (i) A registration statement on Form S-3 (No. 333-91848), including a form of prospectus, relating to the Certificates has been filed with the Securities and Exchange Commission (the "Commission") and either (1) has been declared effective under the Securities Act of 1933, as amended (the "Act"), and is not proposed to be amended or (2) is proposed to be amended by amendment or post-effective amendment. If the Seller does not propose to amend the registration statement and if any post-effective amendment to such registration statement has been filed with the Commission prior to the execution and delivery of this Agreement, the most recent post-effective amendment has been declared effective by the Commission. For purposes of this Agreement, "Effective Time" means (1) if the Seller has advised the Underwriters that it does not propose to amend the registration statement, the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission or (2) if the Seller has advised the Underwriters that it proposes to file an amendment or post-effective amendment to the registration statement, the date and time as of which such registration 2 3 statement, as amended by such amendment or post-effective amendment, as the case may be, is declared effective by the Commission. "Effective Date" means the date of the Effective Time. The registration statement, as amended at the Effective Time, including all information (if any) deemed to be a part of such registration statement as of the Effective Time pursuant to Rule 430A(b) under the Act, and including the exhibits thereto, is hereinafter referred to as the "Registration Statement," and the form of prospectus relating to the Certificates, as first filed with the Commission pursuant to and in accordance with Rule 424(b) under the Act ("Rule 424(b)"), or (if no such filing is required) as included in the Registration Statement, is hereinafter referred to as the "Prospectus." (ii) If the Effective Time is prior to the execution and delivery of this Agreement: (A) on the Effective Date, the Registration Statement conformed, and on the date of this Agreement the Registration Statement conforms, in all material respects with the requirements of the Act and the rules and regulations of the Commission promulgated under the Act (the "Rules and Regulations"), and at such times did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) on the date of this Agreement, at the time of filing of the Prospectus pursuant to Rule 424(b) and at the Closing Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and does not include and will not include any untrue statement of a material fact and does not omit and will not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Effective Time is subsequent to the execution and delivery of this Agreement: (A) on the Effective Date, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and the Registration Statement will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) at the Effective Date and at the Closing Date the Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (C) the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system, except to the extent permitted by Regulation S-T. The two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Seller by the Underwriters specifically for use therein. (iii) This Agreement has been duly authorized, executed and delivered by the Seller. 3 4 (iv) As of the Closing Date, the representations and warranties of the Seller in the Pooling and Servicing Agreement will be true and correct and as of each Subsequent Transfer Date, the representations and warranties of the Seller in the Pooling and Servicing Agreement and in the related Transfer Agreement will be true and correct. (b) Fleetwood Credit represents and warrants to, and agrees with, each Underwriter that: (i) This Agreement has been duly authorized, executed and delivered by Fleetwood Credit. (ii) As of the Closing Date, the representations and warranties of the Servicer in the Pooling and Servicing Agreement will be true and correct and as of each Subsequent Transfer Date, the representations and warranties of the Servicer in the Pooling and Servicing Agreement and in the related Transfer Agreement will be true and correct. 3. Purchase, Sale and Delivery of Certificates. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase from the Seller, the respective principal amounts of Class A Certificates and Class B Certificates set forth opposite the names of the Underwriters in Schedule A hereto. The Certificates are to be purchased at a purchase price equal to, in the case of (i) the Class A Certificates, __________% of the aggregate principal amount thereof and (ii) the Class B Certificates, ________% of the aggregate principal amount thereof. The Seller will deliver the Certificates to the Underwriters against payment of the respective purchase prices therefor in immediately available funds to the order of the Seller at the office of Brown & Wood LLP, 555 California Street, San Francisco, California, at ___:00 __.M., ________ time, on ___________, 199__, or at such other time not later than seven full Business Days thereafter as the Underwriters and the Seller determine, such time being herein referred to as the "Closing Date." Each Class of Certificates will be initially represented by one certificate (the "DTC Certificates") registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class A Certificates or the Class B Certificates will be available only under the limited circumstances specified in the Pooling and Servicing Agreement. Pursuant to Rule 15c6-1(d) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Seller and the Underwriters have agreed that the Closing Date will be not less than seven Business Days following the date hereof. 4 5 4. Offering by the Underwriters. It is understood that the Underwriters propose to offer the Certificates for sale to the public as set forth in the Prospectus. 5. Certain Agreements of the Seller and Fleetwood Credit. Each of the Seller and Fleetwood Credit, as the case may be, covenants and agrees with each Underwriter that: (a) If the Effective Time is prior to the execution and delivery of this Agreement, the Seller will file the Prospectus with the Commission pursuant to and in accordance with subparagraph (1) (or, if applicable and if consented to by the Underwriters, subparagraph (4)) of Rule 424(b) not later than the earlier of (i) the second business day following the execution and delivery of this Agreement or (ii) the fifth business day after the Effective Date. The Seller will advise the Underwriters promptly of any such filing pursuant to Rule 424(b). (b) The Seller will advise the Underwriters promptly of any proposal to amend or supplement the registration statement as filed or the related prospectus or the Registration Statement or the Prospectus and will not effect any such amendment or supplement without the consent of the Underwriters, which consent will not unreasonably be withheld; and the Seller will advise the Underwriters promptly of the effectiveness of the Registration Statement (if the Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplement of the Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Certificates is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Seller promptly will prepare and file, or cause to be prepared and filed, with the Commission an amendment or supplement which will correct such statement or omission, or an amendment or supplement which will effect such compliance. Neither the consent of the Underwriters to, nor the delivery by the Underwriters of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (d) As soon as practicable, but not later than ________, ____, the Seller will cause the Trustee to make generally available to holders of the Certificates an earnings statement with respect to the Trust covering a period of at least 12 months beginning after 5 6 the Effective Date which will satisfy the provisions of Section 11(a) of the Act (including, at the option of the Seller, Rule 158 promulgated thereunder). (e) The Seller will furnish to the Underwriters copies of the Registration Statement (at least two of which will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters may reasonably request. (f) The Seller will use its best efforts to arrange for the qualification of the Certificates for sale under the laws of such jurisdictions in the United States as the Underwriters may reasonably designate and will continue such qualifications in effect so long as required for the distribution of the Certificates, provided that the Seller shall not be obligated to qualify to do business nor become subject to service of process generally, but only to the extent required for such qualification, in any jurisdiction in which it is not currently so qualified. (g) For a period from the date of this Agreement until the retirement of all of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in either Class of Certificates, whichever occurs first, the Seller will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Trustee pursuant to Article Thirteen of the Pooling and Servicing Agreement, as soon as such statements and reports are furnished to the Trustee. (h) So long as any of the Certificates are outstanding, the Seller or Fleetwood Credit, as the case may be, shall furnish to the Underwriters, as soon as practicable, (i) all documents required to be distributed to holders of either Class of Certificates (or available at such holders' request) or filed with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder and (ii) from time to time, any other information concerning the Seller or Fleetwood Credit filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters may reasonably request. (i) Whether or not the transactions contemplated by this Agreement are consummated other than as a result of a failure by the Underwriters to perform hereunder, the Seller and Fleetwood Credit will, subject to the provisions of Section 9 hereof, pay all expenses incident to the performance of their respective obligations under this Agreement, including without limitation, expenses incident to the printing, reproduction and distribution of the registration statement as originally filed with the Commission and all amendments thereto, any fees charged by Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("Standard & 6 7 Poor's" and, together with Moody's, the "Rating Agencies") for the rating of the Class A Certificates and the Class B Certificates, the fees of DTC in connection with the book-entry registration of the Class A Certificates and the Class B Certificates and reasonable expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) and will reimburse the Underwriters for all reasonable expenses incurred in connection with the initial qualification of the Certificates for sale under the laws of such jurisdictions in the United States as the Underwriters may designate, including, but not limited to, fees of counsel and disbursements incurred by such counsel in connection therewith. (j) On or before the Closing Date with respect to the Initial Receivables, and on or before each Subsequent Transfer Date with respect to the Subsequent Receivables to be transferred to the Trust on such date, the Seller and Fleetwood Credit shall cause their respective computer records to be marked relating to the Receivables to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date or such Subsequent Transfer Date, as the case may be, Fleetwood Credit Receivables Corp., as Seller, and Fleetwood Credit, as Servicer, shall not take any action inconsistent with the Trust's ownership of the Receivables, other than as permitted by the Pooling and Servicing Agreement. (k) To the extent, if any, that the rating provided with respect to the Class A Certificates or the Class B Certificates by either Rating Agency is conditional upon the furnishing of documents or the taking of any other actions by the Seller or Fleetwood Credit, the Seller or Fleetwood Credit, as the case may be, shall furnish such documents and take any such other actions. (l) In the event the Servicer obtains a Servicer Letter of Credit pursuant to the Pooling and Servicing Agreement, the Seller and the Servicer shall cause the Underwriters to receive: (i) A copy of the Servicer Letter of Credit. (ii) An original of the servicer letter of credit reimbursement agreement (the "Reimbursement Agreement") between the Servicer and the letter of credit bank named therein (the "Letter of Credit Bank") pursuant to which the Servicer Letter of Credit was issued. (iii) An original of any amendment to the Pooling and Servicing Agreement relating to the obtaining of the Servicer Letter of Credit. (iv) An opinion of Timothy M. Hayes, Esq., Senior Vice President and Assistant General Counsel of Fleetwood Credit, dated the date of issuance of the 7 8 Servicer Letter of Credit (the "Issuance Date") and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, and substantially to the effect of clauses (i), (v), (viii), (ix) and (x) of Section 6(f) hereof, appropriately modified to relate to the Reimbursement Agreement. (v) An opinion of counsel to the Letter of Credit Bank, satisfactory in form and substance to the Underwriters and counsel for the Underwriters, dated the Issuance Date and substantially to the effect that: (A) The Letter of Credit Bank is duly organized as a corporation and is validly existing under the laws of the country of its organization, and has the full power and authority (corporate and other) to issue, and to take all action required of it under, the Servicer Letter of Credit. (B) The execution, delivery and performance by the Letter of Credit Bank of the Servicer Letter of Credit and the Reimbursement Agreement have been duly authorized by all necessary corporate action on the part of the Letter of Credit Bank. (C) The execution, delivery and performance by the Letter of Credit Bank of the Servicer Letter of Credit and the Reimbursement Agreement do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of any state or other governmental agency or authority which has not previously been effected. (D) The Servicer Letter of Credit and the Reimbursement Agreement have been duly authorized, executed and delivered by the Letter of Credit Bank and constitute legal, valid and binding obligations of the Letter of Credit Bank, enforceable against the Letter of Credit Bank in accordance with their respective terms (subject, as to enforcement, to bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and to general equity principles). (E) The Servicer Letter of Credit is not required to be registered under the Act in connection with the offer and sale of the Certificates in the manner contemplated by the Prospectus. In rendering such opinion, such counsel may rely as to all matters of the law of the country of organization of the Letter of Credit Bank upon counsel satisfactory to the Underwriters and counsel for the Underwriters. 8 9 (vi) A certificate, dated the Issuance Date, of the President or any Vice President of the Letter of Credit Bank to the effect that, among other things, since the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects, of the Letter of Credit Bank. (vii) A letter from each Rating Agency, to the extent required by the Pooling and Servicing Agreement, to the effect that the obtaining of the Servicer Letter of Credit, in and of itself, would not cause its rating of either Class of Certificates to be reduced, withdrawn or modified. 6. Conditions of the Obligations of the Underwriters. The obligation of the Underwriters to purchase and pay for the Certificates will be subject to the accuracy of the respective representations and warranties on the part of the Seller and Fleetwood Credit herein, to the accuracy of the statements of the respective officers of the Seller and Fleetwood Credit made pursuant to the provisions hereof, to the performance by the Seller and Fleetwood Credit of their respective obligations hereunder and to the following additional conditions precedent: (a) The Underwriters and the Seller shall have received from Coopers & Lybrand L.L.P., independent public accountants ("Coopers & Lybrand") (i) on the date of this Agreement, a letter, dated as of such date, substantially in the form of the draft to which the Underwriters have previously agreed, and (ii) on the Closing Date, a letter, dated as of the Closing Date, updating the letter referred to in clause (i) above, which letters shall in each case be in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (b) If the Effective Time is not prior to the execution and delivery of this Agreement, the Effective Time shall have occurred not later than 10:00 P.M., New York City time, on the date of this Agreement or such later date as shall have been consented to by the Underwriters. If the Effective Time is prior to the execution and delivery of this Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or the Underwriters, shall be contemplated by the Commission. (c) The Underwriters shall have received an officer's certificate dated the Closing Date by the President, any Vice President, the Treasurer or the Secretary of (i) the Seller representing and warranting to the Underwriters that, as of the Closing Date, the representations and warranties of the Seller in the Pooling and Servicing Agreement are true and correct and (ii) Fleetwood Credit representing and warranting that, as of the 9 10 Closing Date, the representations and warranties of Fleetwood Credit in the Pooling and Servicing Agreement are true and correct. (d) The Underwriters shall have received an opinion of Timothy M. Hayes, Esq., Senior Vice President and Assistant General Counsel to the Seller, or, insofar as such matters relate to California law, Mitchell, Silberberg & Knupp LLP, addressed to the Underwriters, the Rating Agencies and the Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, substantially to the effect that: (i) The Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California with full power and authority (corporate and other), and has obtained all necessary licenses and approvals, to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Pooling and Servicing Agreement and the Receivables Purchase Agreement (collectively, the "Basic Documents"), this Agreement and the Certificates, and, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), will have such power and authority with regard to each Transfer Agreement, and had at all relevant times, now has, and on each Subsequent Transfer Date will have, the power, authority and legal right to acquire, own and sell the Initial Receivables and the Subsequent Receivables. (ii) The Seller has obtained all necessary licenses and approvals to conduct its business as presently conducted in California and does not currently conduct business in any other state in which a Receivable was originated and does not need any licenses or approvals from any of such other states for purposes of the transactions contemplated by the Basic Documents, each Transfer Agreement and this Agreement. (iii) This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding agreement of the Seller, enforceable in accordance with its terms, except that (A) the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (C) rights to indemnity and contribution hereunder may be limited by federal or state securities laws or the public policies underlying such laws. 10 11 (iv) Each Basic Document has been and, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), each Transfer Agreement will be, duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) At the time of execution and delivery of the Pooling and Servicing Agreement, the Seller had the power and authority to transfer the Initial Receivables and such other property being transferred to the Trust pursuant to the Pooling and Servicing Agreement and to cause the Certificates to be sold and transferred to the Underwriters. (vi) The Registration Statement has become effective under the Act, and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; such counsel has no reason to believe that either the Registration Statement, at the Effective Time, or any such amendment or supplement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the date of this Agreement, or any such amendment or supplement, as of its respective date, or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial or statistical data contained in the Registration Statement or the Prospectus. (vii) Neither the transfer of the Initial Receivables or, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), the Subsequent Receivables to the Trust, nor the assignment of the security interest of the Seller in the Financed 11 12 Vehicles, nor the issuance and delivery of the Certificates, nor the sale of the Certificates, nor the execution and delivery of the Basic Documents, this Agreement, or, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), any Transfer Agreement, nor the consummation of any other of the transactions contemplated herein or in the Basic Documents or in any Transfer Agreement, or the fulfillment of the terms of the Certificates, the Basic Documents or this Agreement by the Seller will conflict with, or result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of incorporation or bylaws of the Seller or, to the best knowledge of such counsel, of any indenture or other agreement or instrument to which the Seller is a party or by which it is bound or any of its properties may be subject, or result in a violation of or contravene the terms of any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller or its properties. (viii) The Certificates have been duly and validly authorized and, when executed, authenticated and delivered to the Underwriters as specified in the Pooling and Servicing Agreement against payment of the consideration therefor determined in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Pooling and Servicing Agreement. (ix) The Seller has, and pursuant to the Pooling and Servicing Agreement is transferring to the Trust, ownership of the Initial Receivables, in each case free and clear of any and all other assignments, encumbrances, options, rights, claims, liens or security interests that may affect the rights of the Seller or the Trustee in and to such Receivables; provided, however, that (A) such counsel need express no opinion with respect to the enforceability of any individual Receivable or the existence of any claims, rights or other matters that are not of record in favor of the related Obligor or the owner of the related Financed Vehicle, (B) such opinion may be limited to the extent that any one or more of the Initial Receivables could be subject to claims of creditors of the dealers that may have originated certain of the Initial Receivables to the extent such creditors can claim the benefits of a security interest in such Receivables either by reason of the filing of a financing statement with respect to chattel paper of such dealer or as proceeds from the sale of inventory in which such creditor had a security interest, (C) such opinion may be further limited to the extent that any such transfer may be subject to the rights of other persons who take, or have taken, possession of any of the Initial Receivables without knowledge of the transfer to the Trust and (D) such counsel need express no opinion as to the existence of tax liens, mechanics' liens or other security interests and liens that are not of record. 12 13 (x) The Certificates, each Basic Document, the form of Transfer Agreement attached as an exhibit to the Pooling and Servicing Agreement and this Agreement each conform in all material respects with the description thereof contained in the Registration Statement and the Prospectus. (xi) The statements in the Registration Statement and Prospectus under the heading "Certain Legal Aspects of the Receivables," to the extent that they constitute matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and are correct in all material respects. (xii) The Pooling and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust created by the Pooling and Servicing Agreement is not required to be registered under the Investment Company Act of 1940, as amended. (xiii) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated in this Agreement, the Basic Documents or any Transfer Agreement except such as may be required under federal or state securities laws in connection with the purchase by the Underwriters of the Certificates, filings with respect to the transfer of the Receivables to Fleetwood Credit, filings with respect to the transfer of the Receivables by Fleetwood Credit to the Seller pursuant to the Receivables Purchase Agreement and the related Transfer Agreement, and by the Seller to the Trustee pursuant to the Pooling and Servicing Agreement and the related Transfer Agreement and such other approvals as have been obtained. (xiv) There are no actions, proceedings or investigations pending or, to the best knowledge of such counsel after due inquiry, threatened before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, any Basic Document, any Transfer Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Basic Documents or any Transfer Agreement, (C) that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, any Basic Document, any Transfer Agreement or the Certificates or (D) seeking to adversely affect the federal income tax attributes of the Certificates as described in the Prospectus under the heading "Certain Federal Income Tax Consequences." (e) The Underwriters shall have received an opinion of Timothy M. Hayes, Esq., Senior Vice President and Assistant General Counsel of Fleetwood Credit, or, 13 14 insofar as such matters relate to California law, Mitchell, Silberberg & Knupp LLP, addressed to the Underwriters, the Rating Agencies and the Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, and substantially to the effect that: (i) Fleetwood Credit has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California with full power and authority (corporate and other), and has obtained all necessary licenses and approvals, to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Basic Documents, this Agreement and the Certificates and, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), any Transfer Agreement, and had at all relevant times, now has, and on each Subsequent Transfer Date will have, the power, authority and legal right to acquire, own, sell and service the Receivables. (ii) Fleetwood Credit is duly qualified to do business and in good standing, and has obtained all necessary licenses and approvals to conduct its business as presently conducted in California and each other state in which an Initial Receivable was originated. (iii) At the time of the execution and delivery of the Receivables Purchase Agreement, Fleetwood Credit had the power and authority to transfer to the Seller the Initial Receivables and other property of the Trust being transferred to the Seller. (iv) Neither the transfer of the Initial Receivables or, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), the Subsequent Receivables to the Seller, nor the assignment of the security interest of Fleetwood Credit in the Financed Vehicles, nor the issuance and delivery of the Certificates, nor the sale of the Certificates to the Underwriters, nor the execution and delivery of the Basic Documents, this Agreement or, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), any Transfer Agreement, nor the consummation of any other of the transactions contemplated herein, in the Basic Documents or any Transfer Agreement, nor the fulfillment of the terms of the Certificates, the Basic Documents, this Agreement or the Transfer Agreement by Fleetwood Credit will conflict with, or result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of incorporation or bylaws of Fleetwood Credit or, to the best knowledge of such counsel, of any indenture or other agreement or instrument to which Fleetwood Credit is a party or by which it 14 15 is bound or any of its properties may be subject, or result in a violation of, or contravene the terms of any statute, order or regulation, applicable to Fleetwood Credit of any court, regulatory body, administrative agency or governmental body having jurisdiction over it or its properties. (v) Fleetwood Credit has, and is transferring to the Seller, ownership of the Initial Receivables and, assuming no change in law or factual circumstance and the performance of certain specified procedures (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), will transfer to the Seller ownership of the Subsequent Receivables, in each case, free and clear of any and all other assignments, encumbrances, options, rights, claims, liens or security interests that may affect the rights of Fleetwood Credit or the Seller in and to such Receivables; provided, however, that (A) such counsel need express no opinion with respect to the enforceability of any individual Receivable or the existence of any claims, rights or other matters that are not of record in favor of the related Obligor or the owner of the related Financed Vehicle, (B) such opinion may be limited to the extent that any one or more of the Receivables could be subject to claims of creditors of the dealers that may have originated certain of the Receivables to the extent such creditors can claim the benefits of a security interest in such Receivables either by reason of the filing of a financing statement with respect to chattel paper of such dealer or as proceeds from the sale of inventory in which such creditor had a security interest, (C) such opinion may be further limited to the extent that any such transfer may be subject to the rights of other persons who take, or have taken, possession of any of the Receivables without knowledge of the transfer to the Seller and (D) such counsel need express no opinion as to the existence of tax liens, mechanics' liens or other security interests and liens that are not of record. (vi) This Agreement has been duly authorized, executed and delivered by Fleetwood Credit and constitutes the legal, valid and binding agreement of Fleetwood Credit, enforceable in accordance with its terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (C) rights to indemnity and contribution thereunder may be limited by federal or state securities laws or the public policies underlying such laws. (vii) Each Basic Document has been and, assuming no change in law or factual circumstance and the performance of certain specified procedures (as confirmed in the Officer's Certificates to be delivered as of each Subsequent 15 16 Transfer Date), the related Transfer Agreement will be duly authorized, executed and delivered by Fleetwood Credit and constitutes the legal, valid and binding obligation of Fleetwood Credit, enforceable in accordance with its terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (viii) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by Fleetwood Credit of the transactions contemplated in this Agreement, the Basic Documents or any Transfer Agreement except filings with respect to the transfer of the Receivables by Fleetwood Credit to the Seller pursuant to the Receivables Purchase Agreement and each Transfer Agreement, and such other approvals as have been obtained. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel's knowledge after due inquiry, threatened before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, any Basic Document, any Transfer Agreement or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement, the Basic Documents or any Transfer Agreement, (C) that might materially and adversely affect the performance by Fleetwood Credit of its obligations under, or the validity or enforceability of, this Agreement, any Basic Document, any Transfer Agreement or the Certificates or (D) seeking to affect adversely the federal income tax attributes of the Certificates as described in the Prospectus under the heading "Certain Federal Income Tax Consequences." (f) The Underwriters shall have received an opinion of Arter & Hadden LLP, special counsel to the Seller, addressed to the Underwriters, the Rating Agencies and the Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect that the Trust will not be classified as an association taxable as a corporation for federal income tax purposes and, instead, under subpart E, part I of subchapter J of the Internal Revenue Code of 1986, as amended, the Trust will be treated as a grantor trust. (g) The Underwriters shall have received an opinion of Arter & Hadden LLP, special income tax counsel to the Seller, dated the Closing Date and satisfactory in form and substance to the Underwriters, to the effect that the statements in the Registration 16 17 Statement and Prospectus under the headings "Certain Federal Income Tax Considerations" and "ERISA Considerations," to the extent that they constitute matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and are correct in all material respects. (h) The Underwriters shall have received an opinion of Arter & Hadden LLP, special counsel to the Seller, addressed to the Underwriters and the Rating Agencies, dated the Closing Date, with respect to the characterization of the transfer of the Initial Receivables and, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificate to be delivered as of each Subsequent Transfer Date), the Subsequent Receivables, as a sale, in substantially a form acceptable to the Underwriters. (i) The Underwriters shall have received the opinion of Mitchell, Silberberg & Knupp LLP, special California counsel to the Seller and Fleetwood Credit, addressed to the Underwriters, the Rating Agencies and the Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that: (i) As to each security interest in a Financed Vehicle created by a Receivable originated in California (each, a "California Receivable"), notwithstanding that each such California Receivable may not be stamped to reflect its transfer to the Trustee, nor will the certificate of ownership be so stamped or re-registered to reflect the transfer of the California Receivable to the Trustee, the Trustee will have a perfected security interest in each such Financed Vehicle which will be prior in right to any other security interest in a Financed Vehicle that is or would be perfected solely by notation of such security interest on the certificate of ownership for the Financed Vehicle, and no filing or other action is necessary to perfect or continue the priority status of such security interest as against creditors of or transferees from the Obligor under such California Receivable or the Trustee, so long as such Financed Vehicle is not removed from the State of California for a period longer than four months or before the end of such four-month period, such security interest is duly perfected under applicable law. (ii) The California Receivables constitute "chattel paper" as such term is defined in the California UCC. (iii) The California Receivables, assuming each is full and correctly completed as required by applicable law, constitutes the valid, legal and binding obligation of the Obligor as to each such California Receivable enforceable against each such Obligor in accordance with its term, to the extent the 17 18 enforcement of remedies is reasonably necessary to protect the interests of the parties. (iv) Assuming the validity, binding effect and enforceability in all other respects, the preprinted parts of the California Receivables are in sufficient compliance with federal and California consumer protection laws so as not to be rendered void or voidable at the election of the related Obligor. (v) The Trust will not be classified as an association (or a publicly traded partnership) taxable as a corporation for California income tax purposes (j) The Underwriters shall have received the opinion of _____________, special Texas counsel to the Seller and Fleetwood Credit, or such other counsel acceptable to the Underwriters, addressed to the Underwriters, the Rating Agencies and the Trustee, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that: (i) As to each security interest in a Financed Vehicle created by an Initial Receivable originated in Texas (each, a "Texas Receivable"), notwithstanding that each such Texas Receivable may not be stamped to reflect its transfer to the Trust, nor will the certificate of ownership be so stamped or re-registered to reflect the transfer of the Texas Receivable to the Trust, the Trustee will have a perfected security interest in each such Financed Vehicle which will be prior in right to any other security interest in a Financed Vehicle that is or would be perfected solely by notation of such security interest on the certificate of ownership for the Financed Vehicle, and no filing or other action is necessary to perfect or continue the priority status of such security interest as against creditors of or transferees from the Obligor under such Texas Receivable or the Trustee, so long as such Financed Vehicle is not removed from the State of Texas for a period longer than four months or before the end of such four-month period, such security interest is duly perfected under applicable law. (ii) The Texas Receivables constitute "chattel paper" as such term is defined in the Texas UCC. (iii) The Texas Receivables, assuming each is full and correctly completed as required by applicable law, constitutes the valid, legal and binding obligation of the Obligor as to each such Texas Receivable enforceable against each such Obligor in accordance with its terms, subject to applicable bankruptcy and equitable principle exceptions, to the extent the enforcement of remedies is reasonably necessary to protect the interests of the parties. 18 19 (iv) Assuming the validity, binding effect and enforceability in all other respects, the preprinted parts of the Texas Receivables are in sufficient compliance with federal and Texas consumer protection laws so as not to be rendered void or voidable at the election of the related Obligor. (k) The Underwriters shall have received an opinion of counsel to the Trustee, addressed to the Underwriters, the Seller and Fleetwood Credit, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that: (i) The Trustee has been duly incorporated and is validly existing as a ____________ in good standing under the laws of _________ with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations under the Pooling and Servicing Agreement and, assuming no change in law or factual circumstance, will have such power and authority to enter into and to perform its obligations under each Transfer Agreement. (ii) The Pooling and Servicing Agreement has been, and each Transfer Agreement will be, duly authorized, executed and delivered by the Trustee, and constitutes a legal, valid and binding obligation of the Trustee, enforceable in accordance with its terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The Certificates have been duly executed, authenticated and delivered by the Trustee. (iv) Neither the execution or delivery by the Trustee of the Pooling and Servicing Agreement and each Transfer Agreement, nor the consummation of any of the transactions by the Trustee contemplated thereby, require the consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal or state law governing the banking or trust powers of the Trustee. (l) The Underwriters shall have received an opinion of Brown & Wood LLP, addressed to the Underwriters and dated the Closing Date, with respect to the validity of the Certificates and such other related matters as the Underwriters shall request, and the Seller and Fleetwood Credit shall have furnished or caused to be furnished to such 19 20 counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (m) The Underwriters shall have received a reliance letter to each opinion rendered to either Rating Agency in connection with the rating of the Certificates, to the extent that any such opinion is not otherwise addressed to the Underwriters and covered by Section 6(d) through 6(l). (n) The Underwriters shall have received a certificate dated the Closing Date of the President, any Vice President, the Treasurer or the Secretary of (i) the Seller, in which such officer shall state that, to the best of his knowledge after reasonable investigation, the representations and warranties of the Seller in this Agreement are true and correct, the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission, and (ii) Fleetwood Credit, in which such officer shall state that, to the best of his knowledge after reasonable investigation, the representations and warranties of Fleetwood Credit in this Agreement are true and correct and that Fleetwood Credit has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder. (o) The Class A Certificates shall be rated "Aaa" by Moody's and "AAA" by Standard & Poor's. (p) The Class B Certificates shall be rated at least "Baa2" by Moody's and "A" by Standard & Poor's. The Seller will provide or cause to be provided to the Underwriters such conformed copies of such opinions, certificates, letters and documents as the Underwriters may reasonably request, including those delivered to the Rating Agencies. 7. Indemnification. (a) Each of the Seller and Fleetwood Credit agrees, jointly and severally, to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act as follows: (i) against any and all loss, liability, claim, damage and expense, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part of the Registration Statement pursuant to Rule 430A(b) of 20 21 the Rules and Regulations, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Seller and Fleetwood Credit; and (iii) against any and all expense whatsoever, as incurred (including, subject to Section 7(c) hereof, the fees and disbursements of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Seller by the Underwriters expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided further, that neither the Seller nor Fleetwood Credit shall be liable to any Underwriter under the indemnity agreement in this subsection with respect to any Preliminary Prospectus to the extent that any such loss, liability, claim, damage or expense of such Underwriter results from the fact that such Underwriter sold Certificates to a person as to whom it shall be established that there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus or of the Prospectus as then amended or supplemented in any case where such delivery is required by the Act if the Seller or Fleetwood Credit previously furnished copies thereof in the quantity requested in accordance with Section 5(e) hereof to such Underwriter and the loss, liability, claim, damage or expense of such Underwriter results from an untrue statement or omission of a material fact contained in the Preliminary Prospectus and corrected in the Prospectus or the Prospectus as then amended or supplemented. (b) Each Underwriter severally agrees to indemnify and hold harmless the Seller and Fleetwood Credit, each of their respective directors, each of their respective officers who signed 21 22 the Registration Statement, and each person, if any, who controls either the Seller or Fleetwood Credit within the meaning of Section 15 of the Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Seller by the Underwriters expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it with respect to which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnified party from any liability which it may have other than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. 8. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 7 hereof is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Seller, Fleetwood Credit and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Seller, Fleetwood Credit and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the aggregate underwriting discounts appearing on the cover page of the Prospectus bears to the aggregate initial public offering prices of the Certificates appearing thereon and the Seller and Fleetwood Credit are responsible for the balance. Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Certificates underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act shall have the same rights to contribution as such Underwriter, and each director of the Seller and Fleetwood Credit, each officer of the Seller who signed the Registration Statement and each person, if any, who controls either the Seller or Fleetwood Credit within the meaning of Section 15 of the Act shall have the same rights to contribution as the Seller or Fleetwood Credit, as the case may be. 22 23 9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and Fleetwood Credit or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller, Fleetwood Credit or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Certificates. If for any reason the purchase of the Certificates by the Underwriters is not consummated, the Seller and Fleetwood Credit shall remain responsible for the expenses to be paid or reimbursed by the Seller and Fleetwood Credit pursuant to Section 5(i) hereof and the respective obligations of the Seller, Fleetwood Credit and the Underwriters pursuant to Section 7 hereof shall remain in effect. The indemnification and contribution agreements contained in Section 7 hereof shall survive the termination and cancellation of this Agreement. If for any reason (other than solely by reason of the termination of this Agreement because of a failure to satisfy the conditions set forth in items (iii), (iv) or (v) of Section 9 hereof), the purchase of the Certificates by the Underwriters is not consummated, the Seller and Fleetwood Credit will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Certificates. 10. Termination of Agreement. The Underwriters may terminate this Agreement, by notice to the Seller and Fleetwood Credit, at any time prior to or at the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Seller or Fleetwood Credit, whether or not arising in the ordinary course of business; (ii) if there has occurred any downgrading in the rating of the debt securities of the Seller or Fleetwood Credit by any "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Seller or Fleetwood Credit (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) if there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or other calamity or crisis, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable to market the Certificates or to enforce contracts for the sale of the Certificates; (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said Exchanges or by order of the Commission or any other governmental authority; or (v) if a banking moratorium has been declared by federal, New York or California authorities. 11. Default By an Underwriter. If one of the Underwriters shall fail at the Closing Date to purchase the Certificates which it is obligated to purchase under this Agreement (the 23 24 "Defaulted Securities"), the Representative shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for the non-defaulting Underwriter, or any other underwriter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the total aggregate principal amount of the Certificates, the non-defaulting Underwriter shall be obligated to purchase the full amount thereof, or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the total aggregate principal amount of the Certificates, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter. No action pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Seller shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangement. 12. Notices. All communications hereunder will be in writing and, if sent to (i) the Underwriters, will be mailed, delivered or sent by facsimile and confirmed to them at ______________, Attention: __________ (facsimile number (___) ___-____); (ii) the Seller, will be mailed, delivered or sent by facsimile and confirmed to it at Fleetwood Credit Receivables Corp., 22840 Savi Ranch Parkway, Yorba Linda, California 92687, Attention: Senior Vice President (facsimile number (714) 921-3490); or (iii) Fleetwood Credit, will be mailed, delivered or sent by facsimile and confirmed to it at Fleetwood Credit Corp., 22840 Savi Ranch Parkway, Yorba Linda, California 92687, Attention: Senior Vice President (facsimile number (714) 921-3490). 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 24 25 15. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. 25 26 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us one of the counterparts duplicate hereof, whereupon it will become a binding agreement between the Seller and Fleetwood Credit and the Underwriters in accordance with its terms. Very truly yours, FLEETWOOD CREDIT CORP. By: ------------------------------------- Name: Title: FLEETWOOD CREDIT RECEIVABLES CORP. By: ------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: - -----------------. For itself and as Representative of the Underwriters By: ------------------------------------------ Name: Title: 27 SCHEDULE A
Principal Principal Amount of Amount of Class A Class B Underwriter Certificates Certificates ----------- ------------ ------------ _______________ . . . . . . . . . . . . . . . . . . . $___________ $___________ _______________ . . . . . . . . . . . . . . . . . . . ------------ ----------- Total $___________ $___________ ============ ============
A-1 EX-1.2 3 FORM OF UNDERWRITING AGMT FOR OWNER CERTIFICATES 1 EXHIBIT 1.2 $___________________ FLEETWOOD CREDIT RV RECEIVABLES 199__-__ OWNER TRUST ____% ASSET BACKED NOTES, CLASS A-1 ____% FLOATING RATE ASSET BACKED NOTES, CLASS A-2 ____% ASSET BACKED NOTES, CLASS A-3 ____% ASSET BACKED CERTIFICATES UNDERWRITING AGREEMENT ___________, 199__ _______________________, as Representative of the several Underwriters _________________ _________________ Dear Sirs: 1. Introductory. Fleetwood Credit Receivables Corp., a California corporation (the "Seller") and a wholly owned subsidiary of Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"), proposes to sell to _____________ and _______________ (the "Underwriters"), acting severally and not jointly, for whom ___________ is acting as representative (in such capacity, the "Representative"), $_______________ aggregate principal amount of ____% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), $____________ aggregate principal amount of ____% Floating Rate Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), $____________ aggregate principal amount of ____% Asset Backed Notes, Class A-3 (the "Class A-3 Notes" and, together with the Class A-1 Notes and the Class A-2 Notes, the "Notes"), and $_____________ aggregate principal amount of ____% Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities") of the Fleetwood Credit RV Receivables 199__-__ Owner Trust (the "Trust" or the "Issuer"). The Notes will be issued pursuant to an indenture, dated as of __________ 1, 199__ (the "Indenture"), among the Seller, Fleetwood Credit, as servicer (in such capacity, the "Servicer"), and _____________, as trustee (the "Indenture Trustee"). The Certificates will be issued pursuant to a trust agreement, dated as of __________, 199__ (the "Trust Agreement"), among the Seller, the Servicer and ___________, as trustee (the "Owner Trustee"). The Certificates will be subordinated to the 2 Notes to the extent described in the Basic Documents. This Underwriting Agreement shall hereinafter be referred to as "this Agreement." Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in that certain sale and servicing agreement, dated as of _________ 1, 199__ (the "Sale and Servicing Agreement"), among the Seller, the Servicer and the Issuer. Each Note will represent an obligation of the Trust, and each Certificate will represent a fractional undivided interest in the Trust. The assets of the Trust 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 monies due under the Receivables on and after ___________ 1, 199__ (the "Initial Cutoff Date") and amounts on deposit in the Pre-Funding Account and the Yield Supplement Account, in each case as more fully described in the Prospectus, as defined below. The Initial Receivables will be sold by Fleetwood Credit to the Seller pursuant to a receivables purchase agreement, dated as of __________ 1, 199__ (the "Receivables Purchase Agreement"), between Fleetwood Credit and the Seller, and the Seller in turn will sell the Initial Receivables to the Trust pursuant to the Sale and Servicing Agreement. From time to time during the Funding Period pursuant to the Receivables Purchase Agreement, to the extent available, Fleetwood Credit will be obligated to sell, and the Seller will be obligated to purchase, additional simple interest retail installment sale contracts (the "Subsequent Receivables" and, together with the Initial Receivables, the "Receivables") secured by the new and used recreational vehicles financed thereby (the "Subsequent Financed Vehicles" and, together with the Initial Financed Vehicles, the "Financed Vehicles"), which Subsequent Receivables will be described in one or more agreements among Fleetwood Credit, the Seller and the Owner Trustee (each, a "Transfer Agreement"), dated as of the related date of transfer (each, a "Subsequent Transfer Date"). The Subsequent Receivables will in turn be sold by the Seller to the Trust pursuant to the Sale and Servicing Agreement and the related Transfer Agreement. The maximum aggregate principal amount of Subsequent Receivables to be sold during the Funding Period by Fleetwood Credit to the Seller and by the Seller to the Trust is $_______________. 2. Representations and Warranties of the Seller and Fleetwood Credit. (a) The Seller represents and warrants to, and agrees with, each Underwriter that: (i) A registration statement on Form S-3 (No. 333-_____), including a prospectus, and such amendments thereto as may have been required to the date hereof, relating to the Securities and the offering thereof from time to time in accordance with Rule 415 under the Securities Act of 1933, as amended (the "Act"), has been filed with the Securities and Exchange Commission (the "Commission"), and such registration statement, as amended, has become effective. For purposes of this Agreement, "Effective Time" means the date and time as of which such registration statement, or the most recent post-effective amendment thereto (if any) filed prior to the execution and delivery of this Agreement, was declared effective by the Commission. "Effective Date" means the date of the Effective Time. The registration statement as amended and the prospectus and related prospectus supplement that the Seller has filed with the Commission pursuant to 2 3 Rule 424(b) under the Act ("Rule 424(b)") relating to the sale of the Securities offered thereby constituting a part thereof, as from time to time amended or supplemented (including any prospectus filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Commission promulgated under the Act (the "Rules and Regulations"), including all documents incorporated therein by reference, are respectively referred to as the "Registration Statement" and the "Prospectus"; provided, however, that a supplement to the Prospectus prepared pursuant to Section 5(a) shall be deemed to have supplemented the Prospectus only with respect to the offering to which it relates. The conditions to the use of a registration statement on Form S-3 under the Act, as set forth in the General Instructions to Form S-3, and the conditions of Rule 415 under the Act, have been satisfied with respect to the Registration Statement. (ii) If the Effective Time is prior to the execution and delivery of this Agreement: (A) on the Effective Date, the Registration Statement conformed, and on the date of this Agreement the Registration Statement conforms, in all material respects with the requirements of the Act and the Rules and Regulations, and at such times did not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (B) on the date of this Agreement, at the time of filing of the Prospectus pursuant to Rule 424(b) and at the Closing Date, the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations, and does not include and will not include any untrue statement of a material fact and does not omit and will not omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. If the Effective Time is subsequent to the execution and delivery of this Agreement: (A) on the Effective Date, the Registration Statement and the Prospectus will conform in all material respects to the requirements of the Act and the Rules and Regulations and the Registration Statement will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, (B) at the Effective Date and at the Closing Date, the Prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and (C) the Prospectus delivered to the Underwriters for use in connection with this offering was identical to the electronically transmitted copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system, except to the extent permitted by Regulation S-T. The two immediately preceding sentences do not apply to statements in or omissions from the Registration Statement or Prospectus in reliance upon and in conformity with written information furnished to the Seller by the Underwriters specifically for use therein. (iii) This Agreement has been duly authorized, executed and delivered by the Seller. (iv) As of the Closing Date, the representations and warranties of the Seller in the Pooling and Servicing Agreement will be true and correct and as of each Subsequent 3 4 Transfer Date, the representations and warranties of the Seller in the Sale and Servicing Agreement and in the related Transfer Agreement will be true and correct. (b) Fleetwood Credit represents and warrants to, and agrees with, each Underwriter that: (i) This Agreement has been duly authorized, executed and delivered by Fleetwood Credit. (ii) As of the Closing Date, the representations and warranties of the Servicer in the Sale and Servicing Agreement will be true and correct and as of each Subsequent Transfer Date, the representations and warranties of the Servicer in the Sale and Servicing Agreement and in the related Transfer Agreement will be true and correct. 3. Purchase, Sale and Delivery of Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Seller agrees to sell to the Underwriters, and the Underwriters, acting severally and not jointly, agree to purchase from the Seller, the respective principal amounts of Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Securities are to be purchased at a purchase price equal to, in the case of (i) the Class A-1 Notes, ________% of the aggregate principal amount thereof, (ii) the Class A-2 Notes, ________% of the aggregate principal amount thereof, (iii) the Class A-3 Notes, ________% of the aggregate principal amount thereof and (iv) the Certificates, _________% of the aggregate principal amount thereof. The Seller will deliver the Securities to the Underwriters against payment of the respective purchase prices therefor in immediately available funds to the order of the Seller at the office of Brown & Wood LLP, 555 California Street, San Francisco, California, at ___:00 __.M., __________ time, on __________, 199__, or at such other time not later than seven full Business Days thereafter as the Underwriters and the Seller determine, such time being herein referred to as the "Closing Date." Each Class of Notes and the Certificates will be initially represented by one certificate (the "DTC Certificates") registered in the name of Cede & Co., the nominee of The Depository Trust Company ("DTC"). The interests of beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive Notes and Definitive Certificates evidencing the Notes and the Certificates will be available only under the limited circumstances specified in the Indenture and the Trust Agreement, respectively. Pursuant to Rule 15c6-1(d) under the Exchange Act, the Seller and the Underwriters have agreed that the Closing Date will be not less than seven Business Days following the date hereof. 4. Offering by the Underwriters. It is understood that the Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus. 5. Certain Agreements of the Seller and Fleetwood Credit. Each of the Seller and Fleetwood Credit, as the case may be, covenants and agrees with each Underwriter that: 4 5 (a) Immediately following the execution of this Agreement, the Seller will prepare a supplement to the Prospectus setting forth the amount of Securities covered thereby and the terms thereof not otherwise specified in the Prospectus, the price at which such Securities are to be purchased by the Underwriters from the Seller, either the initial public offering price or the method by which the price at which such Securities are to be sold will be determined, the selling concessions and reallowances, if any, and such other information as the Seller and the Representative deem appropriate in connection with the offering of such Securities, but the Seller will not file, for so long as the delivery of a Prospectus is required in connection with the offering or sale of such Securities, any amendments to the Registration Statement as in effect with respect to such Securities, or any amendments or supplements to the Prospectus, unless it shall first have delivered copies of such amendments or supplements to the Representative, or if the Representative shall have reasonably objected thereto promptly after receipt thereof; the Seller will, during such period, immediately advise the Representative or its counsel (i) when notice is received from the Commission that any post-effective amendment to the Registration Statement has become or will become effective and (ii) of any order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the Securities or of any proceedings or examinations that may lead to such an order or communication, whether by or of the Commission or any authority administering any state securities or Blue Sky law, as soon as the Seller is advised thereof, and will use its best efforts to prevent the issuance of any such order or communication and to obtain as soon as possible its lifting, if issued. (b) The Seller will advise the Underwriters promptly of any proposal to amend or supplement the registration statement as filed or the related prospectus or the Registration Statement or the Prospectus and will not effect any such amendment or supplement without the consent of the Underwriters, which consent will not unreasonably be withheld; and the Seller will advise the Underwriters promptly of the effectiveness of the Registration Statement (if the Effective Time is subsequent to the execution and delivery of this Agreement) and of any amendment or supplement of the Registration Statement or the Prospectus and of the institution by the Commission of any stop order proceedings in respect of the Registration Statement and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting, if issued. (c) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act, any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Seller promptly will prepare and file, or cause to be prepared and filed, with the Commission an amendment or supplement which will correct such statement or omission, or an amendment or supplement which will effect such compliance. Neither the consent of the 5 6 Underwriters to, nor the delivery by the Underwriters of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 6 hereof. (d) As soon as practicable, but not later than _________, ____, the Seller will cause the Owner Trustee or the Indenture Trustee, as the case may be, to make generally available to the holders of Securities an earnings statement with respect to the Trust covering a period of at least 12 months beginning after the Effective Date which will satisfy the provisions of Section 11(a) of the Act (including, at the option of the Seller, Rule 158 promulgated thereunder). (e) The Seller will furnish to the Underwriters copies of the Registration Statement (at least two of which will be signed and will include all exhibits), each related preliminary prospectus, the Prospectus and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Underwriters may reasonably request. (f) The Seller will use its best efforts to arrange for the qualification of the Securities for sale under the laws of such jurisdictions in the United States as the Underwriters may reasonably designate and will continue such qualifications in effect so long as required for the distribution of the Securities, provided that the Seller shall not be obligated to qualify to do business nor become subject to service of process generally, but only to the extent required for such qualification, in any jurisdiction in which it is not currently so qualified. (g) For a period from the date of this Agreement until the retirement of all of the Securities, or until such time as the Underwriters shall cease to maintain a secondary market in any Class of Notes or the Certificates, whichever occurs first, the Seller will deliver to the Underwriters the annual statements of compliance and the annual independent certified public accountants' reports furnished to the Owner Trustee pursuant to the Basic Documents, as soon as such statements and reports are furnished to the Owner Trustee. (h) So long as any of the Securities are outstanding, the Seller or Fleetwood Credit, as the case may be, shall furnish to the Underwriters, as soon as practicable, (i) all documents required to be distributed to holders of any Class of Notes or the Certificates (or available at such holders' request) or filed with the Commission pursuant to the Exchange Act, or any order of the Commission thereunder and (ii) from time to time, any other information concerning the Seller or Fleetwood Credit filed with any government or regulatory authority which is otherwise publicly available, as the Underwriters may reasonably request. (i) Whether or not the transactions contemplated by this Agreement are consummated other than as a result of a failure by the Underwriters to perform hereunder, the Seller and Fleetwood Credit will, subject to the provisions of Section 9 hereof, pay all expenses incident to the performance of their respective obligations under this 6 7 Agreement, including without limitation, expenses incident to the printing, reproduction and distribution of the registration statement as originally filed with the Commission and all amendments thereto, any fees charged by Moody's Investors Service, Inc. ("Moody's") and Standard & Poor's, a division of The McGraw-Hill Companies, Inc. ("Standard & Poor's" and, together with Moody's, the "Rating Agencies") for the rating of the Securities, the fees of DTC in connection with the book-entry registration of the Securities and reasonable expenses incurred in distributing preliminary prospectuses and the Prospectus (including any amendments and supplements thereto) and will reimburse the Underwriters for all reasonable expenses incurred in connection with the initial qualification of the Securities for sale under the laws of such jurisdictions in the United States as the Underwriters may designate, including, but not limited to, fees of counsel and disbursements incurred by such counsel in connection therewith. (j) On or before the Closing Date with respect to the Initial Receivables, and on or before each Subsequent Transfer Date with respect to the Subsequent Receivables to be transferred to the Trust on such date, the Seller and Fleetwood Credit shall cause their respective computer records to be marked relating to the Receivables to show the Trust's absolute ownership of the Receivables, and from and after the Closing Date or such Subsequent Transfer Date, as the case may be, Fleetwood Credit Receivables Corp., as Seller, and Fleetwood Credit, as Servicer, shall not take any action inconsistent with the Trust's ownership of the Receivables, other than as permitted by the Sale and Servicing Agreement. (k) To the extent, if any, that the rating provided with respect to any Class of Notes or the Certificates by either Rating Agency is conditional upon the furnishing of documents or the taking of any other actions by the Seller or Fleetwood Credit, the Seller or Fleetwood Credit, as the case may be, shall furnish such documents and take any such other actions. (l) In the event the Servicer obtains a Servicer Letter of Credit pursuant to the Sale and Servicing Agreement, the Seller and the Servicer shall cause the Underwriters to receive: (i) A copy of the Servicer Letter of Credit. (ii) An original of the servicer letter of credit reimbursement agreement (the "Reimbursement Agreement") between the Servicer and the letter of credit bank named therein (the "Letter of Credit Bank") pursuant to which the Servicer Letter of Credit was issued. (iii) An original of any amendment to the Sale and Servicing Agreement relating to the obtaining of the Servicer Letter of Credit. (iv) An opinion of Timothy M. Hayes, Esq., Senior Vice President and Assistant General Counsel of Fleetwood Credit, dated the date of issuance of the 7 8 Servicer Letter of Credit (the "Issuance Date") and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, and substantially to the effect of clauses (i), (v), (viii), (ix) and (x) of Section 6(f) hereof, appropriately modified to relate to the Reimbursement Agreement. (v) An opinion of counsel to the Letter of Credit Bank, satisfactory in form and substance to the Underwriters and counsel for the Underwriters, dated the Issuance Date and substantially to the effect that: (A) The Letter of Credit Bank is duly organized as a corporation and is validly existing under the laws of the country of its organization, and has the full power and authority (corporate and other) to issue, and to take all action required of it under, the Servicer Letter of Credit. (B) The execution, delivery and performance by the Letter of Credit Bank of the Servicer Letter of Credit and the Reimbursement Agreement have been duly authorized by all necessary corporate action on the part of the Letter of Credit Bank. (C) The execution, delivery and performance by the Letter of Credit Bank of the Servicer Letter of Credit and the Reimbursement Agreement do not require the consent or approval of, the giving of notice to, the registration with, or the taking of any other action in respect of any state or other governmental agency or authority which has not previously been effected. (D) The Servicer Letter of Credit and the Reimbursement Agreement have been duly authorized, executed and delivered by the Letter of Credit Bank and constitute legal, valid and binding obligations of the Letter of Credit Bank, enforceable against the Letter of Credit Bank in accordance with their respective terms (subject, as to enforcement, to bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and to general equity principles). (E) The Servicer Letter of Credit is not required to be registered under the Act in connection with the offer and sale of the Securities in the manner contemplated by the Prospectus. In rendering such opinion, such counsel may rely as to all matters of the law of the country of organization of the Letter of Credit Bank upon counsel satisfactory to the Underwriters and counsel for the Underwriters. (vi) A certificate, dated the Issuance Date, of the President or any Vice President of the Letter of Credit Bank to the effect that, among other things, since 8 9 the date of this Agreement, there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects, of the Letter of Credit Bank. (vii) A letter from each Rating Agency, to the extent required by the Sale and Servicing Agreement, to the effect that the obtaining of the Servicer Letter of Credit, in and of itself, would not cause its rating of any Class of Notes or the Certificates to be reduced, withdrawn or modified. 6. Conditions of the Obligations of the Underwriters. The obligation of the Underwriters to purchase and pay for the Securities will be subject to the accuracy of the respective representations and warranties on the part of the Seller and Fleetwood Credit herein, to the accuracy of the statements of the respective officers of the Seller and Fleetwood Credit made pursuant to the provisions hereof, to the performance by the Seller and Fleetwood Credit of their respective obligations hereunder and to the following additional conditions precedent: (a) The Underwriters and the Seller shall have received from Coopers & Lybrand L.L.P., independent public accountants ("Coopers & Lybrand") (i) on the date of this Agreement, a letter, dated as of such date, substantially in the form of the draft to which the Underwriters have previously agreed, and (ii) on the Closing Date, a letter, dated as of the Closing Date, updating the letter referred to in clause (i) above, which letters shall in each case be in form and substance satisfactory to the Underwriters and counsel for the Underwriters. (b) If the Effective Time is not prior to the execution and delivery of this Agreement, the Effective Time shall have occurred not later than 10:00 P.M., New York City time, on the date of this Agreement or such later date as shall have been consented to by the Underwriters. If the Effective Time is prior to the execution and delivery of this Agreement, the Prospectus shall have been filed with the Commission in accordance with the Rules and Regulations and Section 5(a) hereof. Prior to the Closing Date, no stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall have been instituted or, to the knowledge of the Seller or the Underwriters, shall be contemplated by the Commission. (c) The Underwriters shall have received an officer's certificate dated the Closing Date by the President, any Vice President, the Treasurer or the Secretary of (i) the Seller representing and warranting to the Underwriters that, as of the Closing Date, the representations and warranties of the Seller in the Sale and Servicing Agreement are true and correct and (ii) Fleetwood Credit representing and warranting that, as of the Closing Date, the representations and warranties of Fleetwood Credit in the Sale and Servicing Agreement are true and correct. (d) The Underwriters shall have received an opinion of Timothy M. Hayes, Esq., Senior Vice President and Assistant General Counsel to the Seller, or, insofar as such matters relate to California law, Mitchell, Silberberg & Knupp LLP, addressed to 9 10 the Underwriters, the Rating Agencies and the Trustees, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, substantially to the effect that: (i) The Seller has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California with full power and authority (corporate and other), and has obtained all necessary licenses and approvals, to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Sale and Servicing Agreement, the Receivables Purchase Agreement, the Indenture and the Trust Agreement (collectively, the "Basic Documents"), this Agreement and the Securities and, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), will have such power and authority with regard to each Transfer Agreement, and had at all relevant times, now has, and on each Subsequent Transfer Date will have, the power, authority and legal right to acquire, own and sell the Initial Receivables and the Subsequent Receivables. (ii) The Seller has obtained all necessary licenses and approvals to conduct its business as presently conducted in California and does not currently conduct business in any other state in which a Receivable was originated and does not need any licenses or approvals from any of such other states for purposes of the transactions contemplated by the Basic Documents, each Transfer Agreement and this Agreement. (iii) This Agreement has been duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding agreement of the Seller, enforceable in accordance with its terms, except that (A) the enforceability hereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (C) rights to indemnity and contribution hereunder may be limited by federal or state securities laws or the public policies underlying such laws. (iv) Each Basic Document has been and, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), each Transfer Agreement will be, duly authorized, executed and delivered by the Seller and constitutes the legal, valid and binding obligation of the Seller, enforceable in accordance with its terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable 10 11 defenses and to the discretion of the court before which any proceeding therefor may be brought. (v) At the time of execution and delivery of the Sale and Servicing Agreement, the Seller had the power and authority to transfer the Initial Receivables and such other property being transferred to the Trust pursuant to the Sale and Servicing Agreement and to cause the Securities to be sold and transferred to the Underwriters. (vi) The Registration Statement has become effective under the Act, and, to the best knowledge of such counsel, no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are pending or contemplated under the Act, and the Registration Statement and the Prospectus, and each amendment or supplement thereto, as of their respective effective or issue dates, complied as to form in all material respects with the requirements of the Act and the Rules and Regulations; such counsel has no reason to believe that either the Registration Statement, at the Effective Time, or any such amendment or supplement, as of its effective date, contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus, at the date of this Agreement, or any such amendment or supplement, as of its respective date, or at the Closing Date, included or includes an untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; it being understood that such counsel need express no opinion as to the financial statements or other financial or statistical data contained in the Registration Statement or the Prospectus. (vii) Neither the transfer of the Initial Receivables or, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), the Subsequent Receivables to the Trust, nor the assignment of the security interest of the Seller in the Financed Vehicles, nor the issuance and delivery of the Securities, nor the sale of the Securities, nor the execution and delivery of the Basic Documents, this Agreement, or, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), any Transfer Agreement, nor the consummation of any other of the transactions contemplated herein or in the Basic Documents or in any Transfer Agreement, or the fulfillment of the terms of the Securities, the Basic Documents or this Agreement by the Seller will conflict with, or result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of incorporation or bylaws of the Seller or, to the best knowledge of such counsel, of any indenture or other agreement or instrument to which the Seller is a party or by which it is bound or any of its properties may be subject, or result in a 11 12 violation of or contravene the terms of any statute, order or regulation applicable to the Seller of any court, regulatory body, administrative agency or governmental body having jurisdiction over the Seller or its properties. (viii) The Securities have been duly and validly authorized and, when executed, authenticated and delivered to the Underwriters against payment of the consideration therefor determined in accordance with this Agreement, will be duly and validly issued and outstanding and will be entitled to the benefits of the Basic Documents. (ix) The Seller has, and pursuant to the Sale and Servicing Agreement is transferring to the Trust ownership of the Initial Receivables, in each case free and clear of any and all other assignments, encumbrances, options, rights, claims, liens or security interests that may affect the rights of the Seller or the Owner Trustee in and to such Receivables; provided, however, that (A) such counsel need express no opinion with respect to the enforceability of any individual Receivable or the existence of any claims, rights or other matters that are not of record in favor of the related Obligor or the owner of the related Financed Vehicle, (B) such opinion may be limited to the extent that any one or more of the Initial Receivables could be subject to claims of creditors of the dealers that may have originated certain of the Initial Receivables to the extent such creditors can claim the benefits of a security interest in such Receivables either by reason of the filing of a financing statement with respect to chattel paper of such dealer or as proceeds from the sale of inventory in which such creditor had a security interest, (C) such opinion may be further limited to the extent that any such transfer may be subject to the rights of other persons who take, or have taken, possession of any of the Initial Receivables without knowledge of the transfer to the Trust and (D) such counsel need express no opinion as to the existence of tax liens, mechanics' liens or other security interests and liens that are not of record. (x) The Securities, each Basic Document, the form of Transfer Agreement attached as an exhibit to the Sale and Servicing Agreement and this Agreement each conform in all material respects with the description thereof contained in the Registration Statement and the Prospectus. (xi) The statements in the Registration Statement and Prospectus under the heading "Certain Legal Aspects of the Receivables," to the extent that they constitute matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and are correct in all material respects. (xii) The Sale and Servicing Agreement is not required to be qualified under the Trust Indenture Act of 1939, as amended, and the Trust created by the Trust Agreement is not required to be registered under the Investment Company Act of 1940, as amended. 12 13 (xiii) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by the Seller of the transactions contemplated in this Agreement, the Basic Documents or any Transfer Agreement except such as may be required under federal or state securities laws in connection with the purchase by the Underwriters of the Securities, filings with respect to the transfer of the Receivables to Fleetwood Credit, filings with respect to the transfer of the Receivables by Fleetwood Credit to the Seller pursuant to the Receivables Purchase Agreement and the related Transfer Agreement, and by the Seller to the Trust pursuant to the Sale and Servicing Agreement and the related Transfer Agreement and such other approvals as have been obtained. (xiv) There are no actions, proceedings or investigations pending or, to the best knowledge of such counsel after due inquiry, threatened before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, any Basic Document, any Transfer Agreement or the Securities, (B) seeking to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by this Agreement, the Basic Documents or any Transfer Agreement, (C) that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, any Basic Document, any Transfer Agreement or the Securities or (D) seeking to adversely affect the federal income tax attributes of the Securities as described in the Prospectus under the heading "Certain Federal Income Tax Consequences." (e) The Underwriters shall have received an opinion of Timothy M. Hayes, Esq., Senior Vice President and Assistant General Counsel of Fleetwood Credit, or, insofar as such matters relate to California law, Mitchell, Silberberg & Knupp LLP, addressed to the Underwriters, the Rating Agencies and the Trustees, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, and substantially to the effect that: (i) Fleetwood Credit has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of California with full power and authority (corporate and other), and has obtained all necessary licenses and approvals, to own its properties and conduct its business as presently conducted by it, and to enter into and perform its obligations under the Basic Documents, this Agreement and the Securities and, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), any Transfer Agreement, and had at all relevant times, now has, and on each Subsequent Transfer Date will have, the power, authority and legal right to acquire, own, sell and service the Receivables. (ii) Fleetwood Credit is duly qualified to do business and in good standing, and has obtained all necessary licenses and approvals to conduct its 13 14 business as presently conducted in California and each other state in which an Initial Receivable was originated. (iii) At the time of the execution and delivery of the Receivables Purchase Agreement, Fleetwood Credit had the power and authority to transfer to the Seller the Initial Receivables and other property of the Trust being transferred to the Seller. (iv) Neither the transfer of the Initial Receivables or, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), the Subsequent Receivables to the Seller, nor the assignment of the security interest of Fleetwood Credit in the Financed Vehicles, nor the issuance and delivery of the Securities, nor the sale of the Securities to the Underwriters, nor the execution and delivery of the Basic Documents, this Agreement or, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), any Transfer Agreement, nor the consummation of any other of the transactions contemplated herein, in the Basic Documents or any Transfer Agreement, nor the fulfillment of the terms of the Securities, the Basic Documents, this Agreement or the Transfer Agreement by Fleetwood Credit will conflict with, or result in a breach, violation or acceleration of, or constitute a default under, any term or provision of the articles of incorporation or bylaws of Fleetwood Credit or, to the best knowledge of such counsel, of any indenture or other agreement or instrument to which Fleetwood Credit is a party or by which it is bound or any of its properties may be subject, or result in a violation of, or contravene the terms of any statute, order or regulation, applicable to Fleetwood Credit of any court, regulatory body, administrative agency or governmental body having jurisdiction over it or its properties. (v) Fleetwood Credit has, and is transferring to the Seller, ownership of the Initial Receivables and, assuming no change in law or factual circumstance and the performance of certain specified procedures (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), will transfer to the Seller ownership of the Subsequent Receivables, in each case, free and clear of any and all other assignments, encumbrances, options, rights, claims, liens or security interests that may affect the rights of Fleetwood Credit or the Seller in and to such Receivables; provided, however, that (A) such counsel need express no opinion with respect to the enforceability of any individual Receivable or the existence of any claims, rights or other matters that are not of record in favor of the related Obligor or the owner of the related Financed Vehicle, (B) such opinion may be limited to the extent that any one or more of the Receivables could be subject to claims of creditors of the dealers that may have originated certain of the Receivables to the extent such creditors can claim the benefits of a security interest in such Receivables either by reason of the filing of a financing statement with respect to chattel paper of such dealer or as proceeds from the sale of 14 15 inventory in which such creditor had a security interest, (C) such opinion may be further limited to the extent that any such transfer may be subject to the rights of other persons who take, or have taken, possession of any of the Receivables without knowledge of the transfer to the Seller and (D) such counsel need express no opinion as to the existence of tax liens, mechanics' liens or other security interests and liens that are not of record. (vi) This Agreement has been duly authorized, executed and delivered by Fleetwood Credit and constitutes the legal, valid and binding agreement of Fleetwood Credit, enforceable in accordance with its terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought and (C) rights to indemnity and contribution thereunder may be limited by federal or state securities laws or the public policies underlying such laws. (vii) Each Basic Document has been and, assuming no change in law or factual circumstance and the performance of certain specified procedures (as confirmed in the Officer's Certificates to be delivered as of each Subsequent Transfer Date), the related Transfer Agreement will be duly authorized, executed and delivered by Fleetwood Credit and constitutes the legal, valid and binding obligation of Fleetwood Credit, enforceable in accordance with its terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (B) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (viii) No consent, approval, authorization or order of any court or governmental agency or body is required for the consummation by Fleetwood Credit of the transactions contemplated in this Agreement, the Basic Documents or any Transfer Agreement except filings with respect to the transfer of the Receivables by Fleetwood Credit to the Seller pursuant to the Receivables Purchase Agreement and each Transfer Agreement, and such other approvals as have been obtained. (ix) There are no actions, proceedings or investigations pending or, to the best of such counsel's knowledge after due inquiry, threatened before any court, administrative agency or other tribunal (A) asserting the invalidity of this Agreement, any Basic Document, any Transfer Agreement or the Securities, (B) seeking to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by this Agreement, the Basic Documents or any 15 16 Transfer Agreement, (C) that might materially and adversely affect the performance by Fleetwood Credit of its obligations under, or the validity or enforceability of, this Agreement, any Basic Document, any Transfer Agreement or the Securities or (D) seeking to affect adversely the federal income tax attributes of the Securities as described in the Prospectus under the heading "Certain Federal Income Tax Consequences." (f) The Underwriters shall have received an opinion of Arter & Hadden LLP, special counsel to the Seller, addressed to the Underwriters, the Rating Agencies and the Trustees, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters, to the effect that the Trust will not be classified as an association taxable as a corporation for federal income tax purposes and, instead, under subpart E, part I of subchapter J of the Internal Revenue Code of 1986, as amended, the Trust will be treated as a grantor trust. (g) The Underwriters shall have received an opinion of Arter & Hadden LLP, special income tax counsel to the Seller, dated the Closing Date and satisfactory in form and substance to the Underwriters, to the effect that the statements in the Registration Statement and Prospectus under the headings "Certain Federal Income Tax Considerations" and "ERISA Considerations," to the extent that they constitute matters of law or legal conclusions with respect thereto, have been prepared or reviewed by such counsel and are correct in all material respects. (h) The Underwriters shall have received an opinion of Arter & Hadden LLP, special counsel to the Seller, addressed to the Underwriters and the Rating Agencies, dated the Closing Date, with respect to the characterization of the transfer of the Initial Receivables and, assuming no change in law or factual circumstance (as confirmed in the Officer's Certificate to be delivered as of each Subsequent Transfer Date), the Subsequent Receivables, as a sale, in substantially a form acceptable to the Underwriters. (i) The Underwriters shall have received the opinion of Mitchell, Silberberg & Knupp LLP, special California counsel to the Seller and Fleetwood Credit, addressed to the Underwriters, the Rating Agencies and the Trustees, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that: (i) As to each security interest in a Financed Vehicle created by a Receivable originated in California (each, a "California Receivable"), notwithstanding that each such California Receivable may not be stamped to reflect its transfer to the Trust, nor will the certificate of ownership be so stamped or re-registered to reflect the transfer of the California Receivable to the Trust, the Owner Trustee will have a perfected security interest in each such Financed Vehicle which will be prior in right to any other security interest in a Financed Vehicle that is or would be perfected solely by notation of such security interest on the certificate of ownership for the Financed Vehicle, and no filing or other 16 17 action is necessary to perfect or continue the priority status of such security interest as against creditors of or transferees from the Obligor under such California Receivable or the Owner Trustee, so long as such Financed Vehicle is not removed from the State of California for a period longer than four months or before the end of such four-month period, such security interest is duly perfected under applicable law. (ii) The California Receivables constitute "chattel paper" as such term is defined in the California UCC. (iii) The California Receivables, assuming each is full and correctly completed as required by applicable law, constitutes the valid, legal and binding obligation of the Obligor as to each such California Receivable enforceable against each such Obligor in accordance with its term, to the extent the enforcement of remedies is reasonably necessary to protect the interests of the parties. (iv) Assuming the validity, binding effect and enforceability in all other respects, the preprinted parts of the California Receivables are in sufficient compliance with federal and California consumer protection laws so as not to be rendered void or voidable at the election of the related Obligor. (v) The Trust will not be classified as an association (or a publicly traded partnership) taxable as a corporation for California income tax purposes (j) The Underwriters shall have received the opinion of ________, special Texas counsel to the Seller and Fleetwood Credit, or such other counsel acceptable to the Underwriters, addressed to the Underwriters, the Rating Agencies and the Trustees, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that: (i) As to each security interest in a Financed Vehicle created by an Initial Receivable originated in Texas (each, a "Texas Receivable"), notwithstanding that each such Texas Receivable may not be stamped to reflect its transfer to the Trust, nor will the certificate of ownership be so stamped or re-registered to reflect the transfer of the Texas Receivable to the Trust, the Owner Trustee will have a perfected security interest in each such Financed Vehicle which will be prior in right to any other security interest in a Financed Vehicle that is or would be perfected solely by notation of such security interest on the certificate of ownership for the Financed Vehicle, and no filing or other action is necessary to perfect or continue the priority status of such security interest as against creditors of or transferees from the Obligor under such Texas Receivable or the Owner Trustee, so long as such Financed Vehicle is not removed from the State of Texas for a period longer than four months or before the end of such four-month period, such security interest is duly perfected under applicable law. 17 18 (ii) The Texas Receivables constitute "chattel paper" as such term is defined in the Texas UCC. (iii) The Texas Receivables, assuming each is full and correctly completed as required by applicable law, constitutes the valid, legal and binding obligation of the Obligor as to each such Texas Receivable enforceable against each such Obligor in accordance with its terms, subject to applicable bankruptcy and equitable principle exceptions, to the extent the enforcement of remedies is reasonably necessary to protect the interests of the parties. (iv) Assuming the validity, binding effect and enforceability in all other respects, the preprinted parts of the Texas Receivables are in sufficient compliance with federal and Texas consumer protection laws so as not to be rendered void or voidable at the election of the related Obligor. (k) The Underwriters shall have received an opinion of counsel to the Owner Trustee, addressed to the Underwriters, the Seller and Fleetwood Credit, dated the Closing Date and satisfactory in form and substance to the Underwriters and counsel for the Underwriters to the effect that: (i) The Owner Trustee has been duly incorporated and is validly existing as a _______________ in good standing under the laws of the State of Delaware with full power and authority (corporate and other) to own its properties and conduct its business, as presently conducted by it, and to enter into and perform its obligations under the Basic Documents to which it is a party and, assuming no change in law or factual circumstance, will have such power and authority to enter into and to perform its obligations under each Transfer Agreement. (ii) The Sale and Servicing Agreement has been, and each Transfer Agreement will be, duly authorized, executed and delivered by the Owner Trustee, and constitutes a legal, valid and binding obligation of the Owner Trustee, enforceable in accordance with its terms, except that (A) the enforceability thereof may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and (B) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (iii) The Certificates have been duly executed, authenticated and delivered by the Owner Trustee. (iv) Neither the execution or delivery by the Owner Trustee of the Sale and Servicing Agreement and each Transfer Agreement, nor the consummation of any of the transactions by the Owner Trustee contemplated thereby, require the 18 19 consent or approval of, the giving of notice to, the registration with or the taking of any other action with respect to, any governmental authority or agency under any existing federal or state law governing the banking or trust powers of the Owner Trustee. (l) The Underwriters shall have received an opinion of Brown & Wood LLP, addressed to the Underwriters and dated the Closing Date, with respect to the validity of the Securities and such other related matters as the Underwriters shall request, and the Seller and Fleetwood Credit shall have furnished or caused to be furnished to such counsel such documents as they may reasonably request for the purpose of enabling them to pass upon such matters. (m) The Underwriters shall have received a reliance letter to each opinion rendered to either Rating Agency in connection with the rating of the Securities, to the extent that any such opinion is not otherwise addressed to the Underwriters and covered by Section 6(d) through 6(l). (n) The Underwriters shall have received a certificate dated the Closing Date of the President, any Vice President, the Treasurer or the Secretary of (i) the Seller, in which such officer shall state that, to the best of his knowledge after reasonable investigation, the representations and warranties of the Seller in this Agreement are true and correct, the Seller has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date and that no stop order suspending the effectiveness of the Registration Statement has been issued and no proceedings for that purpose have been instituted or are contemplated by the Commission, and (ii) Fleetwood Credit, in which such officer shall state that, to the best of his knowledge after reasonable investigation, the representations and warranties of Fleetwood Credit in this Agreement are true and correct and that Fleetwood Credit has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder. (o) The Notes shall be rated "Aaa" by Moody's and "AAA" by Standard & Poor's. (p) The Certificates shall be rated at least "A2" by Moody's and "A" by Standard & Poor's. The Seller will provide or cause to be provided to the Underwriters such conformed copies of such opinions, certificates, letters and documents as the Underwriters may reasonably request, including those delivered to the Rating Agencies. 19 20 7. Indemnification. (a) Each of the Seller and Fleetwood Credit agrees, jointly and severally, to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the Act as follows: (i) against any and all loss, liability, claim, damage and expense, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the information deemed to be part of the Registration Statement pursuant to Rule 430A(b) of the Rules and Regulations, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, if such settlement is effected with the written consent of the Seller and Fleetwood Credit; and (iii) against any and all expense whatsoever, as incurred (including, subject to Section 7(c) hereof, the fees and disbursements of counsel chosen by the Underwriters), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under clause (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Seller by the Underwriters expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided further, that neither the Seller nor Fleetwood Credit shall be liable to any Underwriter under the indemnity agreement in this subsection with respect to any Preliminary Prospectus to the extent that any such loss, liability, claim, damage or expense of such Underwriter results from the fact that such Underwriter sold Securities to a person as to whom it shall be established that there was not sent or given, at or prior to written confirmation of such sale, a copy of the Prospectus or of the Prospectus as then amended or supplemented in any case where such delivery is required by the Act if the Seller or Fleetwood Credit previously 20 21 furnished copies thereof in the quantity requested in accordance with Section 5(e) hereof to such Underwriter and the loss, liability, claim, damage or expense of such Underwriter results from an untrue statement or omission of a material fact contained in the Preliminary Prospectus and corrected in the Prospectus or the Prospectus as then amended or supplemented. (b) Each Underwriter severally agrees to indemnify and hold harmless the Seller and Fleetwood Credit, each of their respective directors, each of their respective officers who signed the Registration Statement, and each person, if any, who controls either the Seller or Fleetwood Credit within the meaning of Section 15 of the Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Seller by the Underwriters expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto). (c) Each indemnified party shall give notice as promptly as reasonably practicable to each indemnifying party of any action commenced against it with respect to which indemnity may be sought hereunder, but failure to so notify an indemnifying party shall not relieve such indemnified party from any liability which it may have other than on account of this indemnity agreement. An indemnifying party may participate at its own expense in the defense of such action. In no event shall the indemnifying parties be liable for the fees and expenses of more than one counsel (in addition to any local counsel) separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. 8. Contribution. In order to provide for just and equitable contribution in circumstances in which the indemnity agreement provided for in Section 7 hereof is for any reason held to be unenforceable by the indemnified parties although applicable in accordance with its terms, the Seller, Fleetwood Credit and the Underwriters shall contribute to the aggregate losses, liabilities, claims, damages and expenses of the nature contemplated by said indemnity agreement incurred by the Seller, Fleetwood Credit and the Underwriters, as incurred, in such proportions that the Underwriters are responsible for that portion represented by the percentage that the aggregate underwriting discounts appearing on the cover page of the Prospectus bears to the aggregate initial public offering prices of the Securities appearing thereon and the Seller and Fleetwood Credit are responsible for the balance. Notwithstanding the provisions of this Section, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section, each person, if any, who controls an Underwriter within the meaning of Section 15 of the Act shall have the same rights to 21 22 contribution as such Underwriter, and each director of the Seller and Fleetwood Credit, each officer of the Seller who signed the Registration Statement and each person, if any, who controls either the Seller or Fleetwood Credit within the meaning of Section 15 of the Act shall have the same rights to contribution as the Seller or Fleetwood Credit, as the case may be. 9. Survival of Certain Representations and Obligations. The respective indemnities, agreements, representations, warranties and other statements of the Seller and Fleetwood Credit or their respective officers and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation or statement as to the results thereof, made by or on behalf of any Underwriter, the Seller, Fleetwood Credit or any of their respective representatives, officers or directors or any controlling person, and will survive delivery of and payment for the Securities. If for any reason the purchase of the Securities by the Underwriters is not consummated, the Seller and Fleetwood Credit shall remain responsible for the expenses to be paid or reimbursed by the Seller and Fleetwood Credit pursuant to Section 5(i) hereof and the respective obligations of the Seller, Fleetwood Credit and the Underwriters pursuant to Section 7 hereof shall remain in effect. The indemnification and contribution agreements contained in Section 7 hereof shall survive the termination and cancellation of this Agreement. If for any reason (other than solely by reason of the termination of this Agreement because of a failure to satisfy the conditions set forth in items (iii), (iv) or (v) of Section 9 hereof), the purchase of the Securities by the Underwriters is not consummated, the Seller and Fleetwood Credit will reimburse the Underwriters for all out-of-pocket expenses (including fees and disbursements of counsel) reasonably incurred by them in connection with the offering of the Securities. 10. Termination of Agreement. The Underwriters may terminate this Agreement, by notice to the Seller and Fleetwood Credit, at any time prior to or at the Closing Date (i) if there has been, since the date of this Agreement or since the respective dates as of which information is given in the Registration Statement, any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Seller or Fleetwood Credit, whether or not arising in the ordinary course of business; (ii) if there has occurred any downgrading in the rating of the debt securities of the Seller or Fleetwood Credit by any "nationally recognized statistical rating organization" (as such term is defined for purposes of Rule 436(g) under the Act), or any public announcement that any such organization has under surveillance or review its rating of any debt securities of the Seller or Fleetwood Credit (other than an announcement with positive implications of a possible upgrading, and no implication of a possible downgrading, of such rating); (iii) if there has occurred any material adverse change in the financial markets in the United States or any outbreak of hostilities or other calamity or crisis, the effect of which is such as to make it, in the reasonable judgment of the Underwriters, impracticable to market the Securities or to enforce contracts for the sale of the Securities; (iv) if trading generally on either the American Stock Exchange or the New York Stock Exchange has been suspended, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices for securities have been required, by either of said Exchanges or by order of the Commission or any other governmental authority; or (v) if a banking moratorium has been declared by federal, New York or California authorities. 22 23 11. Default By an Underwriter. If one of the Underwriters shall fail at the Closing Date to purchase the Securities which it is obligated to purchase under this Agreement (the "Defaulted Securities"), the Representative shall have the right, but not the obligation, within 24 hours thereafter, to make arrangements for the non-defaulting Underwriter, or any other underwriter, to purchase all, but not less than all, of the Defaulted Securities in such amounts as may be agreed upon and upon the terms herein set forth; if, however, the Representative shall not have completed such arrangements within such 24-hour period, then: (a) if the aggregate principal amount of Defaulted Securities does not exceed 10% of the total aggregate principal amount of the Securities, the non-defaulting Underwriter shall be obligated to purchase the full amount thereof, or (b) if the aggregate principal amount of Defaulted Securities exceeds 10% of the total aggregate principal amount of the Securities, this Agreement shall terminate without liability on the part of the non-defaulting Underwriter. No action pursuant to this Section shall relieve any defaulting Underwriter from liability in respect of its default. In the event of any such default which does not result in a termination of this Agreement, either the Representative or the Seller shall have the right to postpone the Closing Date for a period not exceeding seven days in order to effect any required changes in the Registration Statement or Prospectus or in any other documents or arrangement. 12. Notices. All communications hereunder will be in writing and, if sent to (i) the Underwriters, will be mailed, delivered or sent by facsimile and confirmed to them at ____________, Attention: _______________ (facsimile number (___) ___-____); (ii) the Seller, will be mailed, delivered or sent by facsimile and confirmed to it at Fleetwood Credit Receivables Corp., 22840 Savi Ranch Parkway, Yorba Linda, California 92687, Attention: Senior Vice President (facsimile number (714) 921-3490); or (iii) Fleetwood Credit, will be mailed, delivered or sent by facsimile and confirmed to it at Fleetwood Credit Corp., 22840 Savi Ranch Parkway, Yorba Linda, California 92687, Attention: Senior Vice President (facsimile number (714) 921-3490). 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective successors and the officers and directors and controlling persons referred to in Section 7 hereof, and no other person will have any right or obligation hereunder. 14. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same Agreement. 15. Applicable Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California. 23 24 If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to us one of the counterparts duplicate hereof, whereupon it will become a binding agreement between the Seller and Fleetwood Credit and the Underwriters in accordance with its terms. Very truly yours, FLEETWOOD CREDIT CORP. By: ------------------------------------- Name: Title: FLEETWOOD CREDIT RECEIVABLES CORP. By: ------------------------------------- Name: Title: CONFIRMED AND ACCEPTED, as of the date first above written: , - ---------------------------- For itself and as Representative of the Underwriters By: ------------------------------ Name: Title: 25 SCHEDULE A
Principal Amount of Principal Amount of Underwriter Class A-1 Notes Class A-2 Notes - ----------- ------------------- ------------------- . . . . . . . . . . . $ $ - ------------------ ------------------ ------------------ . . . . . . . . . . . - ------------------ ------------------ ------------------ Total $ $ ================== ==================
Principal Amount of Principal Amount of Class A-3 Notes Certificates ------------------- ------------------- . . . . . . . . . . . $ $ - ------------------ ------------------ ------------------ . . . . . . . . . . . - ------------------ ------------------ ------------------ Total $ $ ================== ==================
A-1 EX-4.1 4 FORM OF TRUST AGREEMENT 1 EXHIBIT 4.1 ================================================================================ FLEETWOOD CREDIT RECEIVABLES CORP., as Seller, and ______________________, as Owner Trustee _________________________________________________ TRUST AGREEMENT Dated as of ____________, 199 _________________________________________________ ================================================================================ 2 TABLE OF CONTENTS
Page ---- ARTICLE ONE DEFINITIONS Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.02. Interpretive Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 ARTICLE TWO ORGANIZATION Section 2.01. Name . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.02. Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.03. Purposes and Powers . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.04. Appointment of Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.05. Initial Capital Contribution of Owner Trust Estate . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.06. Declaration of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.07. Title to Trust Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.08. Situs of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Section 2.09. Representations and Warranties of the Seller . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Section 2.10. Federal Income Tax Allocations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 ARTICLE THREE CERTIFICATES AND TRANSFER OF INTERESTS Section 3.01. Initial Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.02. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.03. Authentication and Delivery of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Section 3.04. Registration of Transfer and Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . 9 Section 3.05. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 3.06. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 3.07. Access to List of Certificateholders' Names and Addresses . . . . . . . . . . . . . . . . . . . . 11 Section 3.08. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 3.09. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 3.10. Appointment of Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 3.11. Ownership by the Seller of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 3.12. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 3.13. Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 3.14. Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
(i) 3
Page ---- Section 3.15. Repayment of Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 ARTICLE FOUR ACTIONS BY OWNER TRUSTEE Section 4.01. Prior Notice to Owners with Respect to Certain Matters . . . . . . . . . . . . . . . . . . . . . . 16 Section 4.02. Action by Owners with Respect to Certain Matters . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 4.03. Action by Owners with Respect to Bankruptcy . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 4.04. Restrictions on Owners' Power . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 4.05. Majority Control . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES Section 5.01. Certificate Distribution Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 5.02. Application of Trust Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 5.03. Method of Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 5.04. No Segregation of Monies; No Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 5.05. Accounting and Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 Section 5.06. Signature on Returns; Tax Matters Partner . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE Section 6.01. General Authority . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 6.02. General Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 6.03. Action Upon Instruction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 6.04. No Duties Except as Specified in this Agreement or in Instructions . . . . . . . . . . . . . . . . 21 Section 6.05. No Action Except Under Specified Documents or Instructions . . . . . . . . . . . . . . . . . . . . 22 Section 6.06. Restrictions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE Section 7.01. Acceptance of Trusts and Duties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 7.02. Furnishing of Documents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
(ii) 4
Page ---- Section 7.03. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 7.04. Reliance; Advice of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 7.05. Not Acting in Individual Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 7.06. Owner Trustee Not Liable for Securities or Receivables . . . . . . . . . . . . . . . . . . . . . . 25 Section 7.07. Owner Trustee May Own Certificates and Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE Section 8.01. Owner Trustee's Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 8.02. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 8.03. Payments to the Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 9.02. Insolvency Event with Respect to Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 10.02. Resignation or Removal of Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 10.03. Successor Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 10.04. Merger or Consolidation of Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 10.05. Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 ARTICLE ELEVEN MISCELLANEOUS Section 11.01. Supplements and Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 11.02. No Legal Title to Trust Estate in Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 11.03. Limitations on Rights of Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 11.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
(iii) 5
Page ---- Section 11.05. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 11.06. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 11.07. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 11.08. No Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 11.09. No Recourse . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 11.10. Certificates Nonassessable and Fully Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 11.11. Table of Contents and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 11.12. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 11.13. Seller Payment Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 EXHIBITS Exhibit A - Form of Certificate Depository Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 Exhibit B - Form of Certificate of Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 Exhibit C - Form of Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1
(iv) 6 This Trust Agreement, dated as of ___________, 199 , is among Fleetwood Credit Receivables Corp., a California corporation ("FCRC"), as Seller, and __________, a ___________, as trustee of the Fleetwood Credit RV Receivables 199 - Owner Trust, a Delaware business trust. WITNESSETH: In consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE ONE DEFINITIONS Section 1.01. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement or, if not defined therein, in the Indenture. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: "Agreement" means this Trust Agreement, as the same may be amended or supplemented from time to time. "Applicants" has the meaning set forth in Section 3.07. "Benefit Plan" means (i) an employee benefit plan (as such term is defined in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA, (ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity whose underlying assets include plan assets by reason of a plan's investment in the entity. "Book-Entry Certificate" means a beneficial interest in the Certificates, the ownership of which shall be evidenced, and transfers of which shall be made, through book entries by a Clearing Agency as described in Section 3.12. "Business Trust Statute" means Chapter 38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801 et seq., as the same may be amended from time to time. "Certificate Depository Agreement" means the agreement dated Clearing Agency, substantially in the form attached as Exhibit A hereto, relating to all Certificates other than the Seller Certificate, as the same may be amended and supplemented from time to time. "Certificate of Trust" means the Certificate of Trust filed for the Trust pursuant to Section 3810(a) of the Business Trust Statute, substantially in the form of Exhibit B hereto. 7 "Certificate Owner" means (i) with respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in either case in accordance with the rules of such Clearing Agency) and (ii) with respect to a Definitive Certificate, the related Certificateholder. "Certificate Register" and "Certificate Registrar" mean the register maintained and the registrar (or any successor thereto) appointed pursuant to Section 3.04. "Certificateholder" means the Person in whose name a Certificate is registered in the Certificate Register, except that, solely for the purposes of giving any consent, waiver, request or demand pursuant to this Agreement or the other Basic Documents, the interest evidenced by any Certificate registered in the name of the Seller, Fleetwood Credit or any of their respective Affiliates shall not be taken into account in determining whether the requisite percentage necessary to effect such consent, waiver, request or demand in respect of the Certificates shall have been obtained. "Certificates" means the trust certificates evidencing the beneficial interest of an Owner in the Trust, substantially in the form of Exhibit C hereto. "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act. "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Closing Date" means __________, 199 . "Code" means the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. "Definitive Certificates" has the meaning set forth in Section 3.12. "DTC" means The Depository Trust Company, and its successors. "ERISA" means the Employment Retirement Income Security Act of 1974, as amended. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Indemnified Parties" has the meaning set forth in Section 8.02. "Indenture" means the indenture dated as of __________ 1, 199 , between the Trust and the Indenture Trustee. 2 8 "Mandatory Prepayment" has the meaning set forth in Section 3.15(b). "Original Certificate Balance" means $____________. "Owner" means each Holder of a Certificate. "Owner Trustee" means ______________, a ____________, as trustee under this Agreement, and any successor Owner Trustee hereunder. "Owner Trustee Corporate Trust Office" means the office of the Owner Trustee at which its corporate trust business shall be administered, which initially shall be ______________, Attention: _______________, or such other office at such other address as the Owner Trustee may designate from time to time by notice to the Certificateholders, the Servicer and the Seller. The foregoing address of ___________ shall be its address for purposes of its acting as Certificate Registrar and as agent of the Owner Trustee pursuant to Sections 3.04 and 3.08, or such other office at such other address as the Owner Trustee may designate from time to time by notice to the Certificateholders, the Servicer and the Seller. "Paying Agent" means any paying agent or co-paying agent appointed pursuant to Section 3.10. "Pre-Funded Percentage" means, with respect to the Certificates, the percentage derived from the fraction, the numerator of which is the Original Certificate Balance, and the denominator of which is the sum of the Original Note Balance and the Original Certificate Balance. "Sale and Servicing Agreement" means the sale and servicing agreement, dated as of ____________ 1, 199 , among the Issuer, the Seller and the Servicer, as the same may be amended or supplemented from time to time. "Secretary of State" means the Secretary of State of the State of Delaware. "Seller Certificate" means the Certificate purchased by the Seller on the Closing Date pursuant to Section 3.11, having an initial principal balance equal to $_________. "Treasury Regulations" means regulations, including proposed or temporary regulations, promulgated under the Code. References herein to specific provisions of proposed or temporary regulations shall include analogous provisions of final Treasury Regulations or other successor Treasury Regulations. "Trust Estate" means (i) the Receivables (other than Repurchased Receivables) and all payments due thereunder on and after the Initial Cutoff Date or any Subsequent Cutoff Date, as the case may be, other than Accrued Interest as of the opening of business on the Initial Cutoff Date or any Subsequent Cutoff Date, as the case may be; (ii) security interests in the Financed Vehicles; (iii) such monies as are from time to time on deposit in the Collection Account, the 3 9 Distribution Accounts, the Pre-Funding Account, the Yield Supplement Account and the Reserve Fund (including Investment Earnings thereon) and all proceeds thereof; (iv) the Servicer Letter of Credit, if any; (v) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Owner Trustee; (vi) proceeds from claims on any physical damage, credit life or disability Insurance Policies covering the Financed Vehicles or the Obligors; (vii) the Seller's rights under the Receivables Purchase Agreement; (viii) the right of the Seller to receive payments pursuant to repurchase obligations of Dealers relating to the Receivables; and (ix) all proceeds of the foregoing. "Underwriters" means ___________________. Section 1.02. Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Agreement include all Exhibits hereto, (iii) references to words such as "herein", "hereof" and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section herein, (iv) references to an Article or Section such as "Article One" or "Section 1.01" shall refer to the applicable Article or Section of this Agreement, (v) the term "include" and all variations thereof shall mean "include without limitation", (vi) the term "or" shall include "and/or", (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC, (viii) references to "writing" include printing, typing, lithography and other means of reproducing words in a visible form, (ix) references to agreements and other contractual instruments include all amendments, modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, (x) references to Persons include their permitted successors and assigns and (xi) all accounting terms used but not defined herein shall be construed in accordance with generally accepted accounting principles in the United States. 4 10 ARTICLE TWO ORGANIZATION Section 2.01. Name. The Trust created hereby shall be known as the "Fleetwood Credit RV Receivables 199 - Owner Trust", in which name the Owner Trustee may conduct the activities of the Trust, make and execute contracts and other instruments on behalf of the Trust and sue and be sued. Section 2.02. Office. The principal office of the Trust shall be in care of the Owner Trustee at the Owner Trustee Corporate Trust Office or at such other address in the State of Delaware as the Owner Trustee may designate from time to time by written notice to the Owners and the Seller. Copies of this Agreement (without exhibits) may be obtained by Certificateholders upon request in writing to the Owner Trustee at the Owner Trustee Corporate Trust Office. Section 2.03. Purposes and Powers. (a) The sole purpose of the Trust is to conserve the Trust Estate and collect and disburse the periodic income therefrom for the use and benefit of the Owners, and in furtherance of such purpose to engage in the following ministerial activities: (i) to acquire, hold and manage the Receivables and the other assets of the Trust and proceeds therefrom; (ii) to issue the Notes pursuant to the Indenture and the Certificates pursuant to this Agreement and to sell the Notes and the Certificates; (iii) to make payments on the Notes and the Certificates; and (iv) to engage in those activities, including entering into agreements, that are necessary to accomplish the foregoing or are incidental thereto or connected therewith. The Trust shall not engage in any activities other than in connection with the foregoing. Nothing contained herein shall be deemed to authorize the Owner Trustee, on behalf of the Trust, to engage in any business operations or any activities other than those set forth in the introductory sentence of this Section. Specifically, the Owner Trustee, on behalf of the Trust, shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Trust Estate or otherwise vary the assets held by the Trust. Similarly, the Owner Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of the Trust as set forth in the introductory sentence of this Section. 5 11 Section 2.04. Appointment of Owner Trustee. The Seller hereby appoints the Owner Trustee as trustee of the Trust effective as of the date hereof, to have all the rights, powers and duties set forth herein, and the Owner Trustee hereby accepts such appointment. Section 2.05. Initial Capital Contribution of Owner Trust Estate. The Seller hereby sells, assigns, transfers, conveys and sets over to the Owner Trustee, on behalf of the Trust, as of the date hereof, the sum of $1.00. The Owner Trustee hereby acknowledges receipt in trust from the Seller, as of the date hereof, of the foregoing contribution, which shall constitute the initial Trust Estate and shall be deposited in the Certificate Distribution Account. The Seller shall pay organizational expenses of the Trust as they may arise or shall, upon the request of the Owner Trustee, promptly reimburse the Owner Trustee for any such expenses paid by the Owner Trustee. Section 2.06. Declaration of Trust. The Owner Trustee hereby declares that it will hold the Trust Estate in trust upon and subject to the conditions set forth herein for the sole purpose of conserving the Trust Estate and collecting and disbursing the periodic income therefrom for the use and benefit of the Owners, subject to the obligations of the Trust under the Basic Documents. It is the intention of the parties hereto that the Trust constitute a business trust under the Business Trust Statute and that this Agreement constitute the governing instrument of such business trust. It is the intention of the parties hereto that, solely for income and franchise tax purposes, the Trust shall be treated as a partnership, with the assets of the partnership being the Receivables and other assets held by the Trust and with the partners of the partnership being the Certificateholders (including the Seller) and the Notes being debt of the partnership. The parties agree that, unless otherwise required by appropriate tax authorities, the Trust will file or cause to be filed annual or other necessary returns, reports and other forms consistent with the characterization of the Trust as a partnership for such tax purposes. Effective as of the date hereof, the Owner Trustee shall have all rights, powers and duties set forth herein and in the Business Trust Statute for the sole purpose and to the extent necessary to accomplish the purpose of the Trust as set forth in the introductory sentence of Section 2.03. Section 2.07. Title to Trust Property. Legal title to the Trust Estate shall be vested at all times in the Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee or a separate trustee, as the case may be. Section 2.08. Situs of Trust. The Trust shall be located and administered in the State of Delaware. All bank accounts maintained by the Owner Trustee on behalf of the Trust shall be located in the State of California, the State of Delaware or the State of New York. The Trust shall not have any employees in any State other than Delaware; provided, however, that nothing herein shall restrict or prohibit the Owner Trustee from having employees within or without the State of Delaware. Payments shall be received by the Trust only in Delaware or New York and payments shall be made by the Trust only from Delaware or New York. The only office of the Trust will be at the Owner Trustee Corporate Trust Office. 6 12 Section 2.09. Representations and Warranties of the Seller. (a) The Seller hereby represents and warrants to the Owner Trustee that: (i) The Seller is duly organized and validly existing as a corporation organized and existing and in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business and had at all relevant times, and has, power, authority and legal right to acquire and own the Receivables. (ii) The Seller is duly qualified to do business as a foreign corporation in good standing and has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business requires such qualifications. (iii) The Seller has the power and authority to execute and deliver this Agreement and to carry out its terms; the Seller has full power and authority to sell and assign the property to be sold and assigned to and deposited with the Owner Trustee on behalf of the Trust as part of the Trust Estate and has duly authorized such sale and assignment and deposit with the Owner Trustee on behalf of the Trust by all necessary corporate action; and the execution, delivery and performance of this Agreement have been duly authorized by the Seller by all necessary corporate action. (iv) The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms hereof do not conflict with, result in the breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Seller, or any indenture, agreement or other instrument to which the Seller is a party or by which it is bound; nor result in the creation or imposition of any Lien upon any of the properties of the Seller pursuant to the terms of any such indenture, agreement or other instrument (other than pursuant to the Basic Documents); nor violate any law or any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties. (v) There are no Proceedings or investigations pending, or to the Seller's best knowledge threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Agreement, any of the other Basic Documents or the Certificates, (B) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by this Agreement or any other Basic Document, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement, any other Basic Document or the Certificates or (D) involving the Seller and 7 13 that might adversely affect the federal income tax or other federal, state or local tax attributes of the Certificates. Section 2.10. Federal Income Tax Allocations. The Certificateholders shall be allocated taxable income of the Trust for each month equal to the sum of (i) the interest that accrues on the Certificates for such month, including interest accruing at the Pass-Through Rate for such month and interest at the Pass-Through Rate on amounts previously due on the Certificates but not yet distributed; (ii) any Trust income attributable to discount on the related Receivables that corresponds to any excess of the principal amount of the Certificates over their initial issue price; (iii) prepayment premium payable to the Certificateholders for such month; and (iv) any other amounts of income payable to the Certificateholders for such month. Such allocation shall be reduced by any amortization by the Trust of premium on the Receivables that corresponds to any excess of the issue price of Certificates over their principal amount. All remaining taxable income of the Trust will be allocated to the Seller. The Seller is authorized to modify the allocations in this paragraph if necessary or appropriate, in its sole discretion, for the allocations to fairly reflect the income, gain, loss and deduction to the Seller or to the Certificate Owners, or as otherwise required by the Code. 8 14 ARTICLE THREE CERTIFICATES AND TRANSFER OF INTERESTS Section 3.01. Initial Ownership. Upon the formation of the Trust by the contribution by the Seller pursuant to Section 2.05 and until the issuance of the Certificates, the Seller shall be the sole beneficiary of the Trust. Section 3.02. The Certificates. The Certificates shall be substantially in the form of Exhibit C hereto. The Certificates shall be issuable in minimum denominations of $20,000 and integral multiples of $1,000 in excess thereof. The Certificates shall be executed by the Owner Trustee on behalf of the Trust by manual or facsimile signature of an authorized officer of the Owner Trustee and attested on behalf of the Owner Trustee by the manual or facsimile signature of an authorized officer of the Owner Trustee and shall be deemed to have been validly issued when so executed. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures were affixed, authorized to sign on behalf of the Owner Trustee shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. All Certificates shall be dated the date of their authentication. Section 3.03. Authentication and Delivery of Certificates. The Owner Trustee shall cause to be authenticated and delivered upon the order of the Seller, in exchange for the Initial Receivables and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trust of the Initial Receivables, and the constructive delivery to the Owner Trustee of the Receivable Files and the other assets of the Trust, Certificates duly authenticated by the Owner Trustee, in authorized denominations equaling in the aggregate the Original Certificate Balance evidencing the entire ownership of the Trust. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless there appears on such Certificate a certificate of authentication substantially in the form set forth in the form of Certificate attached hereto as Exhibit C, executed by the Owner Trustee or its authenticating agent, by manual signature, and such certificate upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. Upon issuance, authentication and delivery pursuant to the terms hereof, the Certificates will be entitled to the benefits of this Agreement. Section 3.04. Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall keep or cause to be kept, a Certificate Register, subject to such reasonable regulations as it may prescribe. The Certificate Register shall provide for the registration of Certificates and transfers and exchanges of Certificates as provided herein. _____________, Attention: ________________, as agent for the Owner Trustee, is hereby initially appointed Certificate Registrar for the purpose of registering Certificates and transfers and exchanges of Certificates as herein provided. In the event that, subsequent to the Closing Date, the Owner Trustee notifies the Servicer that ___________ is unable to act as Certificate 9 15 Registrar, the Servicer shall appoint another bank or trust company, having an office or agency located in The City of New York, agreeing to act in accordance with the provisions of this Agreement applicable to it, and otherwise acceptable to the Owner Trustee, to act as successor Certificate Registrar hereunder. (b) Upon surrender for registration of transfer of any Certificate at the office of the Certificate Registrar, the Owner Trustee shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver), in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate principal amount. (c) At the option of a Certificateholder, Certificates may be exchanged for other Certificates in authorized denominations of a like aggregate principal amount, upon surrender of the Certificates to be exchanged at the office of the Certificate Registrar. Whenever any Certificates are so surrendered for exchange, the Owner Trustee on behalf of the Trust shall execute, authenticate and deliver (or shall cause its authenticating agent to authenticate and deliver) the Certificates that the Certificateholder making the exchange is entitled to receive. Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder thereof or his attorney duly authorized in writing. (d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Owner Trustee may require payment of a sum sufficient to cover any Tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. (e) The Certificates may not be acquired by or for the account of a Benefit Plan. By accepting and holding a Certificate, the Holder thereof shall be deemed to have represented and warranted that it is not a Benefit Plan nor will it hold such Certificate for the account of a Benefit Plan. (f) All Certificates surrendered for registration of transfer or exchange shall be promptly cancelled by the Owner Trustee, and no Certificates shall be issued in lieu thereof except as expressly permitted by any of the provisions of this Agreement. The Owner Trustee shall dispose of cancelled Certificates in accordance with the normal industry practice. Section 3.05. Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar and the Owner Trustee such security or indemnity as may be required by them to hold each of them harmless, then, in the absence of notice that such Certificate has been acquired by a bona fide purchaser, the Owner Trustee on behalf of the Trust shall execute and the Owner Trustee or its authenticating agent shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and fractional undivided interest. In connection with the issuance of any new Certificate under this Section, the Owner Trustee may require the payment by the related 10 16 Holder of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto. Any duplicate Certificate issued pursuant to this Section shall constitute complete and indefeasible evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 3.06. Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Owner Trustee, the Certificate Registrar, any Paying Agent and any of their respective agents may treat the Person in whose name such Certificate is registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 5.02 and for all other purposes whatsoever, and none of the Owner Trustee, the Certificate Registrar, any Paying Agent or any of their respective agents shall be affected by any notice to the contrary. Section 3.07. Access to List of Certificateholders' Names and Addresses. The Owner Trustee shall furnish or cause to be furnished to the Servicer, within 15 days after receipt by the Certificate Registrar of a written request therefor from the Servicer, a list, in such form as the Servicer may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. If three or more Certificateholders, or one or more Certificateholders evidencing not less than 25% of the Voting Interest thereof (hereinafter referred to as "Applicants"), apply in writing to the Owner Trustee, and such application states that the Applicants desire to communicate with other Certificateholders with respect to their rights hereunder or under the Certificates and such application is accompanied by a copy of the communication that such Applicants propose to transmit, then the Owner Trustee shall, within five Business Days after the receipt of such application, afford such Applicants access, during normal business hours, to the current list of Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees with the Servicer, the Seller and the Owner Trustee that none of the Servicer, the Seller or the Owner Trustee shall be held accountable by reason of the disclosure of any such information as to the names and addresses of the Certificateholders hereunder, regardless of the source from which such information was derived. Section 3.08. Maintenance of Office or Agency. ________________, as agent for the Owner Trustee, shall maintain in the Borough of Manhattan, The City of New York, an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Owner Trustee in respect of the Certificates and the Basic Documents may be served. The Owner Trustee hereby designates the office of ______________ at the address provided under the definition of the term "Owner Trustee Corporate Trust Office" as its office for such purposes. The Owner Trustee shall give prompt written notice to the Seller, the Servicer and to Certificateholders of any change in the location of the Certificate Register or any such office or agency. Section 3.09. Temporary Certificates. Pending the preparation of Definitive Certificates, the Owner Trustee, on behalf of the Trust, may execute, authenticate and deliver, temporary Certificates that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Certificates in lieu of which they are issued. If temporary Certificates are issued, the Seller shall cause Definitive Certificates to be prepared without unreasonable delay. After the preparation of Definitive Certificates, the temporary Certificates shall be exchangeable for Definitive Certificates upon surrender of the temporary Certificates at the office or agency to be maintained 11 17 as provided in Section 3.08, without charge to the Holder thereof. Upon surrender for cancellation of any one or more temporary Certificates, the Owner Trustee shall execute and authenticate and deliver in exchange therefor a like principal amount of Definitive Certificates in authorized denominations. Until so exchanged, the temporary Certificates shall in all respects be entitled to the same benefits hereunder as Definitive Certificates. Section 3.10. Appointment of Paying Agent. The Paying Agent shall make distributions to Certificateholders from the Certificate Distribution Account pursuant to Section 5.02(a) and shall report the amounts of such distributions to the Owner Trustee. Any Paying Agent shall have the revocable power to withdraw funds from the Certificate Distribution Account for the purpose of making the distributions referred to above. The Owner Trustee may revoke such power and remove the Paying Agent if the Owner Trustee determines in its sole discretion that the Paying Agent shall have failed to perform its obligations under this Agreement in any material respect. The Paying Agent initially shall be ______________ and any co-paying agent chosen by the Paying Agent that is acceptable to the Owner Trustee. Each Paying Agent shall be permitted to resign as Paying Agent upon 30 days' written notice to the Owner Trustee. In the event that ______________ shall no longer be the Paying Agent, the Owner Trustee shall appoint a successor to act as Paying Agent (which shall be a bank or trust company). The Owner Trustee shall cause such successor Paying Agent or any additional Paying Agent appointed by the Owner Trustee to execute and deliver to the Owner Trustee an instrument in which such successor Paying Agent or additional Paying Agent shall agree with the Owner Trustee that, as Paying Agent, such successor Paying Agent or additional Paying Agent will hold all sums, if any, held by it for payment to the Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums shall be paid to such Certificateholders. The Paying Agent shall return all unclaimed funds to the Owner Trustee and upon removal of a Paying Agent such Paying Agent shall also return all funds in its possession to the Owner Trustee. The provisions of Sections 7.01, 7.03, 7.04 and 8.01 shall apply to the Owner Trustee also in its role as Paying Agent, for so long as the Owner Trustee shall act as Paying Agent and, to the extent applicable, to any other paying agent appointed hereunder. Any reference in this Agreement to the Paying Agent shall include any co-paying agent unless the context requires otherwise. If the long term debt rating of the Paying Agent shall not be at least Baa3 from Moody's and BBB- from Standard & Poor's, the Rating Agencies shall be given notice of such lower long term debt rating. Section 3.11. Ownership by the Seller of Certificates. (a) The Seller shall on the Closing Date purchase from the Underwriters Certificates representing at least 1% of the Original Certificate Balance and shall thereafter retain beneficial and record ownership of Certificates representing at least 1% of the Certificate Balance. Any attempted transfer of any Certificate that would reduce such interest of the Seller below 1% of the Certificate Balance shall be void. The Owner Trustee shall cause any Certificate issued to the Seller on the Closing Date (and any Certificate issued in exchange therefor) to contain a legend stating "THIS CERTIFICATE IS NON-TRANSFERABLE". (b) The Seller hereby agrees to be liable directly to any injured Person for the entire amount of any Losses (other than those incurred by a Securityholder in the capacity of an investor with respect to the Trust) arising out of or based on the arrangement created by this 12 18 Agreement as though such arrangement created a partnership under the Delaware Revised Uniform Limited Partnership Act in which the Seller was a general partner. Section 3.12. Book-Entry Certificates. The Certificates upon original issuance will be issued in the form of one or more typewritten certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Trust; provided, however, that one Definitive Certificate (as defined below) may be issued to the Seller pursuant to Section 3.11. The certificate or certificates delivered to DTC evidencing such Certificates shall initially be registered on the Certificate Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Certificate Owner (other than the Seller) shall receive a Definitive Certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 3.14. Unless and until definitive, fully registered Certificates ("Definitive Certificates") have been issued to Certificate Owners pursuant to Section 3.14: (a) the provisions of this Section shall be in full force and effect; (b) the Seller, the Servicer, the Certificate Registrar and the Owner Trustee, subject to the provisions and limitations of Sections 2.03 and 2.06, may deal with the Clearing Agency for all purposes (including the making of distributions on the Certificates) as the authorized representative of the Certificate Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Agreement, the provisions of this Section shall control; (d) the rights of Certificate Owners shall be exercised only through the Clearing Agency (or through procedures established by the Clearing Agency) and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency or the Clearing Agency Participants; pursuant to the Certificate Depository Agreement, unless and until Definitive Certificates are issued pursuant to Section 3.14, the Clearing Agency shall make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal of and interest on the Certificates to such Clearing Agency Participants; and (e) whenever this Agreement requires or permits actions to be taken based upon instructions or directions of Certificateholders evidencing a specified percentage of the Certificate Balance, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners or Clearing Agency Participants owning or representing, respectively, such required percentage and has delivered such instructions to the Owner Trustee. Section 3.13. Notices to Clearing Agency. Whenever notice or other communication to the Certificateholders is required hereunder, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 3.14, the Owner Trustee and the Servicer shall give all such notices and communications specified herein to be given to Certificateholders to the Clearing Agency. 13 19 Section 3.14. Definitive Certificates. If (i)(A) the Administrator advises the Owner Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Certificate Depository Agreement and (B) the Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator, at its option, advises the Owner Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default or a Servicer Default, Certificate Owners representing beneficial interests aggregating not less than 51% of the Voting Interest thereof advise the Owner Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the Certificate Owners, then the Clearing Agency shall notify all Certificate Owners and the Owner Trustee of the occurrence of any such event and of the availability of Definitive Certificates to Certificate Owners requesting the same. Upon surrender to the Owner Trustee by the Clearing Agency of the Certificates evidencing the Book-Entry Certificates, accompanied by registration instructions from the Clearing Agency for registration, the Owner Trustee shall issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the instructions of the Clearing Agency. Neither the Seller, the Certificate Registrar nor the Owner Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Owner Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Owner Trustee shall not be liable if the Owner Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. The Definitive Certificates shall be printed, lithographed or engraved or may be produced in any manner as is reasonably acceptable to the Owner Trustee, as evidenced by its execution thereof. Section 3.15. Repayment of Certificates. (a) In the event of an Optional Purchase or an Auction, the Certificates will be prepaid in whole, but not in part, at a prepayment price equal to the Certificate Balance plus accrued interest thereon at the Pass-Through Rate. (b) The Certificates will be subject to prepayment in part on the Distribution Date on or immediately following the last day of the Funding Period in the event that more than $100,000 of the Pre-Funded Amount remains on deposit in the Pre-Funding Account, after giving effect to the purchase of any Subsequent Receivables on such date (a "Mandatory Prepayment"). The aggregate principal amount of Certificates to be prepaid will be an amount equal to the Pre-Funded Percentage of the Certificates multiplied by the Pre-Funded Amount then on deposit in the Pre-Funding Account. 14 20 ARTICLE FOUR ACTIONS BY OWNER TRUSTEE Section 4.01. Prior Notice to Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, with respect to the following matters, the Owner Trustee shall not take action unless at least 30 days before the taking of such action, the Owner Trustee shall have notified the Certificateholders in writing of the proposed action and the Owners shall not have notified the Owner Trustee in writing prior to the 30th day after such notice is given that such Owners have withheld consent or provided alternative direction: (a) the initiation of any claim or lawsuit by the Trust (except claims or lawsuits brought in connection with the collection of the Receivables) and the compromise of any action, claim or lawsuit brought by or against the Trust (except with respect to the aforementioned claims or lawsuits for collection of the Receivables); (b) the election by the Trust to file an amendment to the Certificate of Trust (unless such amendment is required to be filed under the Business Trust Statute); (c) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is required; (d) the amendment of the Indenture by a supplemental indenture in circumstances where the consent of any Noteholder is not required and such amendment materially adversely affects the interest of the Owners; (e) the amendment, change or modification of the Administration Agreement, except to cure any ambiguity or to amend or supplement any provision in a manner or add any provision that would not materially adversely affect the interests of the Owners; or (f) the appointment pursuant to the Indenture of a successor Note Registrar, Paying Agent for the Notes or Indenture Trustee or pursuant to this Agreement of a successor Certificate Registrar, or the consent to the assignment by the Note Registrar, Paying Agent, Indenture Trustee or Certificate Registrar of its obligations under the Indenture or this Agreement, as applicable. Section 4.02. Action by Owners with Respect to Certain Matters. Subject to the provisions and limitations of Section 4.04, the Owner Trustee shall not have the power, except upon the direction of the Owners, to (i) remove the Administrator pursuant to Section 8 of the Administration Agreement, (ii) appoint a successor Administrator pursuant to Section 8 of the Administration Agreement, (iii) remove the Servicer pursuant to Section 9.01 of the Sale and Servicing Agreement, (iv) except as expressly provided in the Basic Documents, sell the Receivables after the termination of the Indenture, (v) initiate any claim, suit or proceeding by the Trust or compromise any claim, suit or proceeding brought by or against the Trust, (vi) authorize the merger or consolidation of the Trust with or into any other business trust or other Person or entity (other than in accordance with Section 3.10 of the Indenture) or 15 21 (vii) amend the Certificate of Trust. The Owner Trustee shall take the actions referred to in the preceding sentence only upon written instructions signed by the Owners. Section 4.03. Action by Owners with Respect to Bankruptcy. The Owner Trustee shall not have the power to commence a voluntary Proceeding in bankruptcy with respect to the Trust without the unanimous prior approval of all Certificateholders (including the Seller) and the delivery to the Owner Trustee by each Certificateholder certifying that such Certificateholder reasonably believes that the Trust is insolvent. Section 4.04. Restrictions on Owners' Power. The Owners shall not direct the Owner Trustee to take or to refrain from taking any action if such action or inaction would be contrary to any obligation of the Trust or the Owner Trustee under this Agreement or any of the other Basic Documents or would be contrary to the purpose of this Trust as set forth in Section 2.03, nor shall the Owner Trustee be obligated to follow any such direction, if given. Section 4.05. Majority Control. Except as expressly provided herein, any action that may be taken by the Owners under this Agreement may be taken by Certificateholders evidencing not less than a majority of the Certificate Balance. Except as expressly provided herein, any written notice of the Owners delivered pursuant to this Agreement shall be effective if signed by Certificateholders evidencing not less than a majority of the Certificate Balance at the time of the delivery of such notice. 16 22 ARTICLE FIVE APPLICATION OF TRUST FUNDS; CERTAIN DUTIES Section 5.01. Certificate Distribution Account. The Owner Trustee shall possess all right, title and interest in funds on deposit from time to time in the Certificate Distribution Account and in the proceeds thereof. Except as otherwise expressly provided herein, the Certificate Distribution Account shall be under the sole dominion and control of the Owner Trustee for the benefit of the Certificateholders. If, at any time, the Certificate Distribution Account ceases to be an Eligible Account, the Owner Trustee (or the Seller on behalf of the Owner Trustee, if the Certificate Distribution Account is not then held by the Owner Trustee or an Affiliate thereof) shall within ten Business Days (or such longer period, not to exceed 30 calendar days, as to which each Rating Agency must consent) establish a new Certificate Distribution Account as an Eligible Account and shall transfer any cash or any investments to such new Certificate Distribution Account. Section 5.02. Application of Trust Funds. (a) On each Distribution Date, the Owner Trustee shall distribute to the Certificateholders, pro rata, amounts deposited in the Certificate Distribution Account pursuant to Section 6.07 of the Sale and Servicing Agreement with respect to such Distribution Date. (b) On each Distribution Date, the Owner Trustee shall send to each Certificateholder the statement or statements provided to the Owner Trustee by the Servicer pursuant to Section 6.12 of the Sale and Servicing Agreement with respect to such Distribution Date. (c) In the event that any withholding Tax is imposed on the Trust's payment (or allocations of income) to an Owner, such Tax shall reduce the amount otherwise distributable to such Owner in accordance with this Section. The Owner Trustee is hereby authorized and directed to retain, from amounts otherwise distributable to the Owners, sufficient funds for the payment of any Tax that is legally owed by the Trust (but such authorization shall not prevent the Owner Trustee from contesting any such Tax in appropriate Proceedings, and withholding payment of such Tax, if permitted by law, pending the outcome of such Proceedings). The amount of any withholding Tax imposed with respect to an Owner shall be treated as cash distributed to such Owner at the time it is withheld by the Trust and remitted to the appropriate taxing authority. If there is a possibility that withholding Tax is payable with respect to a distribution, the Owner Trustee may in its sole discretion withhold such amounts in accordance with this paragraph. Section 5.03. Method of Payment. Subject to Section 9.01(c) respecting the final payment upon retirement of each Certificate, distributions required to be made to each Certificateholder on the related Record Date shall be made by check mailed to such Certificateholder at the address of such Certificateholder appearing in the Certificate Register (or, if DTC, its nominee or a Clearing Agency is the relevant Certificateholder, by wire transfer of immediately available funds or pursuant to other arrangements), the amount to be distributed to such Certificateholder pursuant to such Certificateholder's Certificates. 17 23 Section 5.04. No Segregation of Monies; No Interest. Subject to Sections 5.01 and 5.02, monies received by the Owner Trustee hereunder need not be segregated in any manner except to the extent required by law or the Sale and Servicing Agreement, and may be deposited under such general conditions as may be prescribed by law, and the Owner Trustee shall not be liable for any interest thereon. Section 5.05. Accounting and Reports. The Owner Trustee shall (i) maintain (or cause to be maintained) the books of the Trust on a calendar year basis and the accrual method of accounting, (ii) deliver to each Owner, as may be required by the Code and applicable Treasury Regulations, such information as may be required (including Schedule K-1) to enable each Owner to prepare its federal and state income tax returns, (iii) file such tax returns relating to the Trust (including a partnership information return, IRS Form 1065) and make such elections as from time to time may be required or appropriate under any applicable state or federal statute or any rule or regulation thereunder so as to maintain the Trust's characterization as a partnership for federal income tax purposes, (iv) cause such tax returns to be signed in the manner required by law and (v) collect or cause to be collected any withholding Tax as described in and in accordance with Section 5.02(c) with respect to income or distributions to Owners. The Owner Trustee shall elect under Section 1278 of the Code to include in income currently any market discount that accrues with respect to the Receivables. The Owner Trustee shall not make the election provided under Section 754 of the Code. Section 5.06. Signature on Returns; Tax Matters Partner. (a) The Seller shall sign on behalf of the Trust the tax returns of the Trust. (b) The Seller shall be the "tax matters partner" of the Trust pursuant to Section 6231(a)(7)(A) of the Code and applicable Treasury Regulations. 18 24 ARTICLE SIX AUTHORITY AND DUTIES OF OWNER TRUSTEE Section 6.01. General Authority. Subject to the provisions and limitations of Sections 2.03 and 2.06, the Owner Trustee is authorized and directed to execute and deliver the Basic Documents to which the Trust is to be a party, each certificate or other document attached as an exhibit to or contemplated by the Basic Documents to which the Trust is to be a party and any amendment or other agreement, as evidenced conclusively by the Owner Trustee's execution thereof. In addition to the foregoing, the Owner Trustee is authorized, but shall not be obligated, to take all actions required of the Trust pursuant to the Basic Documents. The Owner Trustee is further authorized from time to time to take such action as the Administrator recommends with respect to the Basic Documents. Section 6.02. General Duties. Subject to the provisions and limitations of Sections 2.03 and 2.06, it shall be the duty of the Owner Trustee to discharge (or cause to be discharged through the Administrator or such agents as shall be appointed) all of its responsibilities pursuant to the terms of this Agreement and the other Basic Documents to which the Trust is a party and to administer the Trust in the interest of the Owners, subject to the other Basic Documents and in accordance with the provisions of this Agreement. Notwithstanding the foregoing, the Owner Trustee shall be deemed to have discharged its duties and responsibilities hereunder and under the other Basic Documents to the extent the Administrator has agreed in the Administration Agreement to perform any act or to discharge any duty of the Owner Trustee hereunder or under any other Basic Document, and the Owner Trustee shall not be held liable for the default or failure of the Administrator to carry out its obligations under the Administration Agreement. Section 6.03. Action Upon Instruction. (a) Subject to Article Four, in accordance with the terms of the Basic Documents, the Owners may by written instruction direct the Owner Trustee in the management of the Trust. Such direction may be exercised at any time by written instruction of the Owners pursuant to Article Four. (b) The Owner Trustee shall not be required to take any action hereunder or under any other Basic Document if the Owner Trustee shall have reasonably determined, or shall have been advised by counsel, that such action is likely to result in Liability on the part of the Owner Trustee, is contrary to the terms hereof or of any other Basic Document or is otherwise contrary to law. (c) If the Owner Trustee shall be unable to decide between alternative courses of action permitted or required by the terms of this Agreement or under any other Basic Document, the Owner Trustee shall promptly give notice (in such form as shall be appropriate under the circumstances) to the Owners requesting instruction as to the course of action to be adopted, and to the extent the Owner Trustee acts in good faith in accordance with any written instruction of the Owners received, the Owner Trustee shall not be liable on account of such action to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice 19 25 or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement and the other Basic Documents, as it shall deem to be in the best interests of the Owners, and shall have no Liability to any Person for such action or inaction. (d) In the event the Owner Trustee is unsure as to the application of any provision of this Agreement or any other Basic Document or any such provision is ambiguous as to its application, or is, or appears to be, in conflict with any other applicable provision, or in the event that this Agreement permits any determination by the Owner Trustee or is silent or incomplete as to the course of action the Owner Trustee is required to take with respect to a particular set of facts, the Owner Trustee may give notice (in such form as shall be appropriate under the circumstances) to the Owners requesting instruction and, to the extent the Owner Trustee acts or refrains from acting in good faith in accordance with any such instruction received, the Owner Trustee shall have no Liability, on account of such action or inaction, to any Person. If the Owner Trustee shall not have received appropriate instruction within ten days of such notice (or within such shorter period of time as reasonably may be specified in such notice or may be necessary under the circumstances) it may, but shall be under no duty to, take or refrain from taking such action not inconsistent with this Agreement or the other Basic Documents, as it shall deem to be in the best interests of the Owners, and shall have no Liability to any Person for such action or inaction. Section 6.04. No Duties Except as Specified in this Agreement or in Instructions. (a) The Owner Trustee shall not have any duty or obligation to manage, make any payment with respect to, register, record, sell, dispose of or otherwise deal with the Trust Estate, or to otherwise take or refrain from taking any action under, or in connection with, any document contemplated hereby to which the Owner Trustee is a party, except as expressly provided by the terms of this Agreement or in any document or written instruction received by the Owner Trustee pursuant to Section 6.03; and no implied duties or obligations shall be read into this Agreement or any other Basic Document against the Owner Trustee. With respect to receipt of certificates and reports or other instruments required to be furnished to the Owner Trustee under this Agreement, the Owner Trustee shall only be required to examine them to determine whether they conform to the requirements of this Agreement. The Owner Trustee shall not be charged with knowledge of a failure by the Servicer to perform its duties under the relevant agreements which failure constitutes an Event of Default or a Servicer Default unless the Owner Trustee obtains actual knowledge of such failure as specified in this Agreement. (b) The Owner Trustee shall have no responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or Lien granted to it hereunder or to prepare or file any Commission filing for the Trust or to record this Agreement or any other Basic Document. The Owner Trustee nevertheless agrees that it will, at its own cost and expense, promptly take all action as may be necessary to discharge any Liens (other than the Lien of the Indenture) on any part of the Trust Estate that result from actions by, or claims against, the Owner Trustee that are not related to the ownership or the administration of the Trust Estate. 20 26 Section 6.05. No Action Except Under Specified Documents or Instructions. The Owner Trustee shall not manage, control, use, sell, dispose of or otherwise deal with any part of the Trust Estate except in accordance with (i) the powers granted to and the authority conferred upon the Owner Trustee pursuant to this Agreement, (ii) the other Basic Documents and (iii) any document or instruction delivered to the Owner Trustee pursuant to Section 6.03. Section 6.06. Restrictions. The Owner Trustee shall not take any action that (i) is inconsistent with the purposes of the Trust set forth in Section 2.03 or (ii) to the actual knowledge of the Owner Trustee, would result in the Trust's becoming taxable as a corporation for federal or state income tax purposes. The Owners shall not direct the Owner Trustee to take action that would violate the provisions of this Section. 21 27 ARTICLE SEVEN CONCERNING THE OWNER TRUSTEE Section 7.01. Acceptance of Trusts and Duties. The Owner Trustee accepts the trusts hereby created and agrees to perform its duties hereunder with respect to such trusts but only upon the terms of this Agreement. The Owner Trustee also agrees to disburse all monies actually received by it constituting part of the Trust Estate upon the terms of this Agreement and the other Basic Documents. The Owner Trustee shall not be answerable or accountable hereunder or under any other Basic Document under any circumstances, except (i) for its own willful misconduct or negligence or (ii) in the case of the inaccuracy of any representation or warranty contained in Section 7.03 expressly made by the Owner Trustee. In particular, but not by way of limitation, and subject to the exceptions set forth in the preceding sentence: (a) the Owner Trustee shall not be liable for any error in judgment made by a Responsible Officer of the Owner Trustee; (b) the Owner Trustee shall not be liable with respect to any action taken or omitted to be taken by it in accordance with the instructions of the Administrator or any Owner; (c) no provision of this Agreement or any other Basic Document shall require the Owner Trustee to expend or risk funds or otherwise incur any financial Liability in the performance of any of its rights or powers hereunder or under any other Basic Document if the Owner Trustee shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or Liability is not reasonably assured or provided to it; (d) under no circumstances shall the Owner Trustee be liable for indebtedness evidenced by or arising under any of the Basic Documents, including the principal of and interest on the Notes or the Certificates; (e) the Owner Trustee shall not be responsible for or in respect of the validity or sufficiency of this Agreement, for the due execution hereof by the Seller or for the form, character, genuineness, sufficiency, value or validity of any of the Trust Estate, or for or in respect of the validity or sufficiency of the Basic Documents, other than the certificate of authentication on the Certificates, and the Owner Trustee shall in no event assume or incur any Liability, duty or obligation to any Noteholder or any Owner, other than as expressly provided for herein or expressly agreed to in the other Basic Documents; (f) the Owner Trustee shall have no obligation or Liability (i) for the default or misconduct of the Administrator, the Seller, the Indenture Trustee or the Servicer under any of the Basic Documents or otherwise, (ii) to perform the obligations of the Trust under this Agreement or the other Basic Documents that are required to be performed by the Administrator under the Administration Agreement, the Indenture Trustee under the Indenture or the Servicer or the Seller under the Sale and Servicing 22 28 Agreement, (iii) for the use or application by the Seller or the Servicer of any funds paid to the Seller or the Servicer in respect of the Securities or the Receivables or the investment of any monies by the Servicer before such monies are deposited into the Collection Account or (iv) to independently verify the existence or characteristics of the Receivables; and (g) the Owner Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Agreement, or to institute, conduct or defend any litigation under this Agreement or otherwise or in relation to this Agreement or any other Basic Document, at the request, order or direction of the Owners, unless such Owners have offered the Owner Trustee security or indemnity satisfactory to it against the Liabilities that may be incurred by the Owner Trustee therein or thereby; the right of the Owner Trustee to perform any discretionary act enumerated in this Agreement or in any other Basic Document shall not be construed as a duty, and the Owner Trustee shall not be answerable for other than its negligence or willful misconduct in the performance of any such act. Section 7.02. Furnishing of Documents. The Owner Trustee shall furnish to the Owners promptly upon receipt of a written request therefor, duplicates or copies of all reports, notices, requests, demands, certificates, financial statements and any other instruments furnished to the Owner Trustee under the Basic Documents. Section 7.03. Representations and Warranties. The Owner Trustee hereby represents and warrants to the Seller and the Owners that: (a) It is a ____________ duly organized and validly existing in good standing under the laws of the State of Delaware. It has all requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement. (b) It has taken all corporate action necessary to authorize the execution and delivery by it of this Agreement, and this Agreement will be executed and delivered by one of its officers who is duly authorized to execute and deliver this Agreement on its behalf. (c) Neither the execution nor the delivery by it of this Agreement, nor the consummation by it of the transactions contemplated hereby nor compliance by it with any of the terms or provisions hereof will contravene any federal or Delaware law, governmental rule or regulation governing the banking or trust powers of the Owner Trustee or any judgment or order binding on it, or constitute any default under its charter documents or bylaws or any indenture, mortgage, contract, agreement or instrument to which it is a party or by which any of its properties may be bound or result in the creation or imposition of any Lien on the Trust Estate resulting from Proceedings by or Claims against the Owner Trustee individually that are unrelated to this Agreement or the other Basic Documents. 23 29 Section 7.04. Reliance; Advice of Counsel. (a) The Owner Trustee shall incur no Liability to anyone in acting upon any signature, instrument, notice, resolution, request, consent, order, certificate, report, opinion, bond or other document or paper believed by it to be genuine and believed by it to be signed by the proper party or parties. The Owner Trustee may accept a certified copy of a resolution of the board of directors or other governing body of any corporate party as conclusive evidence that such resolution has been duly adopted by such body and that the same is in full force and effect. As to any fact or matter the method of determination of which is not specifically prescribed herein, the Owner Trustee may for all purposes hereof rely on a certificate, signed by the president or any vice president or by the treasurer or other authorized officers of the relevant party, as to such fact or matter and such certificate shall constitute full protection to the Owner Trustee for any action taken or omitted to be taken by it in good faith in reliance thereon. (b) In the exercise or administration of the trusts hereunder and in the performance of its duties and obligations under this Agreement or the other Basic Documents, the Owner Trustee (i) may act directly or through its agents or attorneys pursuant to agreements entered into with any of them, and the Owner Trustee shall not be liable for the conduct or misconduct of such agents or attorneys if such agents or attorneys shall have been selected by the Owner Trustee with reasonable care, and (ii) may consult with counsel, accountants and other skilled persons to be selected with reasonable care and employed by it. The Owner Trustee shall not be liable for anything done, suffered or omitted in good faith by it in accordance with the written opinion or advice of any such counsel, accountants or other such persons and not contrary to this Agreement or any other Basic Document. Section 7.05. Not Acting in Individual Capacity. Except as otherwise provided in this Article, in accepting the trusts hereby created, ______________ acts solely as Owner Trustee hereunder and not in its individual capacity, and all Persons having any claim against the Owner Trustee by reason of the transactions contemplated by this Agreement or any other Basic Document shall look only to the Trust Estate for payment or satisfaction thereof. Section 7.06. Owner Trustee Not Liable for Securities or Receivables. The recitals contained herein and in the Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Certificates) shall be taken as the statements of the Seller, and the Owner Trustee assumes no responsibility for the correctness thereof. The Owner Trustee makes no representations as to the validity or sufficiency of this Agreement, any other Basic Document, the Certificates (other than the signature of the Owner Trustee and the certificate of authentication on the Certificates and the representations and warranties in Section 7.03), the Notes or any Receivable or related document. The Owner Trustee shall at no time have any responsibility or Liability for or with respect to the legality, validity and enforceability of any Receivable, or the perfection and priority of any security interest created by any Receivable in any Financed Vehicle or the maintenance of any such perfection and priority, or for or with respect to the sufficiency of the Trust Estate or its ability to generate the payments to be distributed to Certificateholders under this Agreement or the Noteholders under the Indenture, including the existence, condition and ownership of any Financed Vehicle; the existence and enforceability of any insurance thereon; the existence and contents of any Receivable on any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or 24 30 of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller or the Servicer with any representation or warranty made under any Basic Document or in any related document or the accuracy of any such warranty or representation; or any action of the Administrator, the Indenture Trustee or the Servicer taken in the name of the Owner Trustee. Section 7.07. Owner Trustee May Own Certificates and Notes. The Owner Trustee in its individual or any other capacity may become the owner or pledgee of Certificates or Notes and may deal with the Seller, the Administrator, the Indenture Trustee and the Servicer in banking transactions with the same rights as it would have if it were not Owner Trustee. 25 31 ARTICLE EIGHT COMPENSATION OF OWNER TRUSTEE Section 8.01. Owner Trustee's Fees and Expenses. The Owner Trustee shall receive as compensation for its services hereunder such fees as have been separately agreed upon before the date hereof between the Servicer and the Owner Trustee, and the Owner Trustee shall be entitled to be reimbursed by the Servicer for its other reasonable expenses hereunder, including the reasonable compensation, expenses and disbursements of such agents, representatives, experts and counsel as the Owner Trustee may employ in connection with the exercise and performance of its rights and its duties hereunder. Section 8.02. Indemnification. The Servicer shall be liable as primary obligor for, and shall indemnify the Owner Trustee and its successors, assigns, agents and servants (collectively, the "Indemnified Parties") from and against, any Loss that may at any time be imposed on, incurred by or asserted against the Owner Trustee or any Indemnified Party in any way relating to or arising out of this Agreement, the other Basic Documents, the Trust Estate, the administration of the Trust Estate or the action or inaction of the Owner Trustee hereunder, except only that the Servicer shall not be liable for or required to indemnify an Indemnified Party from and against any Loss arising or resulting from such Indemnified Party's own willful misfeasance, bad faith or negligence (other than by reason of a breach of any of its representations or warranties set forth in this Agreement). The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. In the event of any Claim or Proceeding for which indemnity is sought pursuant to this Section, the Owner Trustee's choice of legal counsel shall be subject to the approval of the Servicer, which approval shall not be unreasonably withheld. Section 8.03. Payments to the Owner Trustee. Any amounts paid to the Owner Trustee pursuant to this Article shall be deemed not to be a part of the Trust Estate immediately after such payment. 26 32 ARTICLE NINE TERMINATION OF TRUST AGREEMENT Section 9.01. Termination of Trust Agreement. (a) This Agreement (other than Article Eight) shall terminate (and the Trust shall be deemed dissolved) and be of no further force or effect upon the earlier of (i) the maturity or liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust, (ii) payment to the Certificateholders of all amounts required to be paid to them pursuant to the terms hereof, (iii) the occurrence of an event described in Section 9.02, (iv) an Optional Purchase or an Auction or (v) the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the Court of St. James's, living on the date hereof. The bankruptcy, liquidation, dissolution, death or incapacity of any Owner shall not (i) operate to terminate this Agreement or the Trust, (ii) entitle such Owner's legal representatives or heirs to claim an accounting or to take any Proceeding in any court for a partition or winding up of all or any part of the Trust or the Trust Estate or (iii) otherwise affect the rights, obligations and Liabilities of the parties hereto. (b) Notice of any termination of the Trust Agreement, specifying the Distribution Date upon which Certificateholders shall surrender their Certificates to the Paying Agent for payment of the final distribution and cancellation, shall be given by the Owner Trustee by letter to Certificateholders mailed within five Business Days after receipt of notice thereof by the Owner Trustee, stating (i) the Distribution Date upon or with respect to which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Paying Agent in the City of New York therein designated, (ii) the amount of any such final payment and (iii) that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Paying Agent therein specified. The Owner Trustee shall give such notice to the Certificate Registrar (if other than the Owner Trustee) and the Paying Agent at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Paying Agent shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 5.02. In addition, the Owner Trustee shall notify each Rating Agency upon the final payment of the Certificates. (c) In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Owner Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all Certificates shall not have been surrendered for cancellation, the Owner Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to this Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Owner Trustee to the United Way. 27 33 (d) Upon the winding up of the Trust and its dissolution, the Owner Trustee shall cause the Certificate of Trust to be cancelled by filing a certificate of cancellation with the Secretary of State in accordance with the provisions of Section 3810(d) of the Business Trust Statute. Section 9.02. Insolvency Event with Respect to Seller. (a) If an Insolvency Event occurs with respect to the Seller, the Receivables comprising the related Receivables Pool will be liquidated, this Agreement will terminate and the Trust will be deemed dissolved 90 days after the date of such Insolvency Event; unless, before the end of such 90 day period, the Owner Trustee shall have received written instructions from (i) Certificateholders representing more than 51% of the Voting Interest thereof, and (ii) Noteholders representing more than 51% of the Voting Interest thereof, voting together as a single Class; in each case to the effect that each such Person disapproves of the liquidation of the Receivables and dissolution of the Trust. Promptly after the occurrence of an Insolvency Event with respect to the Seller, notice thereof shall be given to the Securityholders by the Owner Trustee; provided, that any failure to give such notice shall not prevent or delay dissolution of the Trust. Upon any such dissolution of the Trust, the Owner Trustee shall direct the Indenture Trustee promptly to sell the assets of the Trust (other than the Certificate Distribution Account) in a commercially reasonable manner and on commercially reasonable terms. (b) The proceeds from any such sale, disposition or liquidation of the Receivables will be treated as collections on such Receivables and deposited into the Collection Account. If the proceeds from the liquidation of the Receivables and any amounts on deposit in the Trust Accounts are not sufficient to pay the Securities in full, such amounts shall be applied in the priorities set forth in Section 5.06(a) of the Indenture. 28 34 ARTICLE TEN SUCCESSOR AND ADDITIONAL OWNER TRUSTEES Section 10.01. Eligibility Requirements. The Owner Trustee shall at all times be a corporation satisfying the provisions of Section 3807(a) of the Business Trust Statute; authorized to exercise corporate trust powers; having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorities; and having (or having a parent that has) a rating of at least Baa3 by Moody's and A-1 by Standard & Poor's. If such corporation shall publish reports of condition at least annually pursuant to law or to the requirements of the foregoing supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of this Section, the Owner Trustee shall resign immediately in the manner and with the effect specified in Section 10.02. Section 10.02. Resignation or Removal of Owner Trustee. The Owner Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Owner Trustee and one copy to the successor Owner Trustee. If no successor Owner Trustee shall have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Owner Trustee may petition any court of competent jurisdiction for the appointment of a successor Owner Trustee. If at any time the Owner Trustee shall cease to be eligible in accordance with the provisions of Section 10.01 and shall fail to resign after written request therefor by the Administrator, or if at any time the Owner Trustee shall be legally unable to act, or shall be adjudged bankrupt or insolvent, or a receiver of the Owner Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Owner Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer may remove the Owner Trustee. If the Servicer shall remove the Owner Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Owner Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the outgoing Owner Trustee so removed and one copy to the successor Owner Trustee, and shall pay all fees owed to the outgoing Owner Trustee. Any resignation or removal of the Owner Trustee and appointment of a successor Owner Trustee pursuant to any of the provisions of this Section shall not become effective until acceptance of appointment by the successor Owner Trustee pursuant to Section 10.03 and payment of all fees and expenses owed to the outgoing Owner Trustee. The Servicer shall provide notice of such resignation or removal of the Owner Trustee to each Rating Agency. Section 10.03. Successor Owner Trustee. Any successor Owner Trustee appointed pursuant to Section 10.02 shall execute, acknowledge and deliver to the Administrator and to its predecessor Owner Trustee an instrument accepting such appointment under this Agreement, and 29 35 thereupon the resignation or removal of the predecessor Owner Trustee shall become effective, and such successor Owner Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under this Agreement, with like effect as if originally named as Owner Trustee. The predecessor Owner Trustee shall, upon payment of its fees and expenses, deliver to the successor Owner Trustee all documents and statements and monies held by it under this Agreement; and the Administrator and the predecessor Owner Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Owner Trustee all such rights, powers, duties and obligations. No successor Owner Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Owner Trustee shall be eligible pursuant to Section 10.01. Upon acceptance of appointment by a successor Owner Trustee pursuant to this Section, the Administrator shall mail notice thereof to the Securityholders, the Indenture Trustee and each Rating Agency. If the Administrator shall fail to mail such notice within ten days after acceptance of such appointment by the successor Owner Trustee, the successor Owner Trustee shall cause such notice to be mailed at the expense of the Administrator. Section 10.04. Merger or Consolidation of Owner Trustee. Any corporation into which the Owner Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Owner Trustee may be a party, or any corporation succeeding to all or substantially all of the corporate trust business of the Owner Trustee, shall be the successor of the Owner Trustee hereunder, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, that such corporation shall meet the eligibility requirements of Section 10.01; and provided, further, that the Owner Trustee shall mail notice of such merger or consolidation to each Rating Agency. Section 10.05. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of this Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Estate or any Financed Vehicle may at the time be located, the Administrator and the Owner Trustee, acting jointly, shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Administrator and Owner Trustee to act as co-trustee, jointly with the Owner Trustee, or as separate trustee or separate trustees, of all or any part of the Trust Estate, and to vest in such Person, in such capacity, such title to the Trust or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Administrator and the Owner Trustee may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, the Owner Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under this Agreement shall be required to meet the terms of eligibility as a successor Owner Trustee pursuant to Section 10.01, except that such co-trustee or successor trustee shall have (or have a parent that has) a rating of at least Baa3 by Moody's and A-1 by Standard & Poor's, and no notice of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 10.03. 30 36 Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (a) all rights, powers, duties and obligations conferred or imposed upon the Owner Trustee shall be conferred upon and exercised or performed by the Owner Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Owner Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Owner Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust Estate or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Owner Trustee; (b) no trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement; and (c) the Administrator and the Owner Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Owner Trustee shall be deemed to have been given to each of the then-separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Owner Trustee or separately, as may be provided therein, subject to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the Liability of or affording protection to, the Owner Trustee. Each such instrument shall be filed with the Owner Trustee and a copy thereof given to the Administrator. Any separate trustee or co-trustee may at any time appoint the Owner Trustee as its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Owner Trustee, to the extent permitted by law, without the appointment of a new or successor co-trustee or separate trustee. 31 37 ARTICLE ELEVEN MISCELLANEOUS Section 11.01. Supplements and Amendments. (a) This Agreement may be amended without the consent of the Certificateholders to cure any ambiguity, correct or supplement any provision herein that may be inconsistent with any other provision herein, to add any other provisions with respect to matters or questions arising under this Agreement that are not inconsistent with the provisions hereof or to add or provide for any credit enhancement for the Certificates; provided, that any such action will not, in an Opinion of Counsel satisfactory to the Owner Trustee, materially and adversely affect the interests of any Securityholder. (b) This Agreement may also be amended from time to time with the consent of Certificateholders evidencing not less than 51% of the Voting Interest thereof, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Certificateholders; provided, that no such amendment may (i) except as described above, increase or reduce in any manner the amount of or accelerate or delay the timing of collections of payments on or in respect of the Receivables or distributions on the Certificates or (ii) reduce the aforesaid percentage of the Certificate Balance of which the Certificateholders are required to consent to any such amendment, without the consent of all Certificateholders. (c) Prior to the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent, together with a copy thereof, to the Indenture Trustee, the Administrator and each Rating Agency. (d) Promptly after the execution of any such amendment or consent, the Owner Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder. It shall not be necessary for the consent of Certificateholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents (and any other consents of Certificateholders provided for in this Agreement or in any other Basic Document) and of evidencing the authorization of the execution thereof by the Certificateholders shall be subject to such reasonable requirements as the Owner Trustee may prescribe. (e) Promptly after the execution of any amendment to the Certificate of Trust, the Owner Trustee shall cause the filing of such amendment with the Secretary of State. (f) In connection with the execution of any amendment to this Agreement or any other Basic Document to which the Issuer is a party and for which amendment the Owner Trustee's consent is sought, the Owner Trustee shall be entitled to receive and conclusively rely upon an Opinion of Counsel to the effect that such amendment is authorized or permitted by the Basic Documents and that all conditions precedent in the Basic Documents for the execution and delivery thereof by the Issuer or the Owner Trustee, as the case may be, have been satisfied. The 32 38 Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects the Owner Trustee's own rights, duties or immunities under this Agreement or otherwise. Section 11.02. No Legal Title to Trust Estate in Owners. The Owners shall not have legal title to any part of the Trust Estate. The Owners shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles Five and Nine. No transfer, by operation of law or otherwise, of any right, title or interest of the Owners in and to their ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate. Section 11.03. Limitations on Rights of Others. Except for Section 2.07, the provisions of this Agreement are solely for the benefit of the Owner Trustee, the Seller, the Owners, the Administrator and, to the extent expressly provided herein, the Indenture Trustee and the Noteholders, and nothing in this Agreement (other than Section 2.07), whether express or implied, shall be construed to give to any other Person any legal or equitable right, remedy or Claim in the Trust Estate or under or in respect of this Agreement or any covenants, conditions or provisions contained herein. Section 11.04. Notices. All demands, notices and communications under this Agreement or any Supplement shall be in writing and shall be delivered or mailed by registered or certified first class United States mail (postage prepaid, return receipt requested), hand delivery, prepaid courier service or telecopier, and addressed in each case as follows: (i) if to the Owner Trustee, at the Owner Trustee Corporate Trust Office; (ii) if to the Seller, at 22840 Savi Ranch Parkway, Yorba Linda, California 92687, Attention: Senior Vice President; (iii) if to the Certificate Registrar or the agent for the Owner Trustee, at the address indicated under the definition of "Owner Trustee Corporate Trust Office"; or (iv) with respect to any of the foregoing Persons, at such other address as shall be designated by such Person in a written notice to the other foregoing Persons. Delivery shall occur only upon actual receipt or rejected tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Certificateholder as shown in the Certificate Register. Any notice so mailed within the time prescribed by this Agreement shall be conclusively presumed to have been duly given, whether or not the related Certificateholder receives such notice. Section 11.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement, including any supplement or amendment hereto, shall be for any reason whatsoever held invalid or unenforceable, then such covenants, agreements, provisions and terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement, as the same may be supplemented or amended, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement or any Supplement or amendment hereto or of the Certificates or the rights of the Holders thereof. 33 39 Section 11.06. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 11.07. Successors and Assigns. All covenants and agreements contained herein shall be binding upon, and inure to the benefit of, the parties hereto and each Owner and their respective permitted successors and assigns. Any request, notice, direction, consent, waiver or other instrument or action by an Owner shall bind the permitted successors and assigns of such Owner. Section 11.08. No Petition. (a) The Seller shall not at any time institute against the Trust any bankruptcy Proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the other Basic Documents. (b) The Owner Trustee, by entering into this Agreement, each Certificateholder, by accepting a Certificate, and the Indenture Trustee and each Noteholder, by accepting the benefits of this Agreement, hereby covenant and agree that they will not at any time institute against the Seller, the Servicer or the Trust, or join in any institution against the Seller, the Servicer or the Trust of, any bankruptcy Proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Securities, this Agreement or any of the other Basic Documents. Section 11.09. No Recourse. Each Certificateholder by accepting a Certificate acknowledges that such Certificateholder's Certificates represent beneficial interests in the Trust only and do not represent interests in or obligations of the Seller, the Servicer, the Seller, the Administrator, the Owner Trustee, the Indenture Trustee or any of their respective Affiliates and no recourse may be had against such Persons or their assets, except as may be expressly set forth or contemplated in this Agreement, the Certificates or the other Basic Documents. Section 11.10. Certificates Nonassessable and Fully Paid. The Certificateholders shall not be personally liable for the obligations of the Trust. The interests represented by the Certificates shall be nonassessable for any Losses of the Trust or for any reason whatsoever and, upon authentication thereof pursuant to Section 3.03, the Certificates shall be deemed fully paid. Section 11.11. Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 11.12. Governing Law. This Agreement shall be created under and governed by and construed under the internal laws of the State of Delaware, without regard to any otherwise applicable principles of conflicts of laws. 34 40 Section 11.13. Seller Payment Obligation. The Seller shall be responsible for payment of the Administrator's compensation pursuant to Section 3 of the Administration Agreement and shall reimburse the Administrator for all Liabilities of the Administrator incurred thereunder. 35 41 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers hereunto duly authorized, as of the day and year first above written. FLEETWOOD CREDIT RECEIVABLES CORP., as Seller By: ------------------------------- Name: Title: ---------------------------------. as Owner Trustee By: ------------------------------- Name: Title: 42 EXHIBIT A FORM OF CERTIFICATE DEPOSITORY AGREEMENT A-1 43 EXHIBIT B CERTIFICATE OF TRUST OF FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST This Certificate of Trust of Fleetwood Credit RV Receivables 199 - Owner Trust (the "Trust"), dated as of ______________, 199 , is being duly executed and filed by ________________, a ______________, as trustee (the "Trustee"), to form a business trust under the Delaware Business Trust Act (12 Del. C. Section 3801 et seq.). 1. Name. The name of the business trust formed hereby is Fleetwood Credit RV Receivables 199 - Owner Trust. 2. Delaware Trustee. The name and business address of the Trustee in the State of Delaware is _________________, Attention: ________________. IN WITNESS WHEREOF, the undersigned, being the sole Trustee, has executed this Certificate of Trust as of the date first above written. ----------------------------, as Trustee By: ------------------------------ Name: Title: B-1 44 EXHIBIT C UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE 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. [TO BE INSERTED ON SELLER CERTIFICATE -- THIS CERTIFICATE IS NON-TRANSFERABLE] FLEETWOOD CREDIT RV RECEIVABLES 199__ -__ OWNER TRUST ____% ASSET BACKED CERTIFICATE 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 new and used recreational vehicles sold to the Trust by Fleetwood Credit Receivables Corp. The Certificate Final 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, and is not a deposit and is not insured by the Federal Deposit Insurance Corporation.) NUMBER C-1 $_________________ CUSIP NO. ___________ THIS CERTIFIES THAT CEDE & CO. is the registered owner of a __________ Dollar ($___________) nonassessable, fully-paid, fractional undivided interest in the Fleetwood Credit RV Receivables 199__-__ Owner Trust (the "Trust") formed by Fleetwood Credit Receivables Corp., a California corporation (the "Seller"). The Trust was created pursuant to a Trust Agreement, dated as of ____________, 199__, (as amended, restated or supplemented from time to time, the "Trust Agreement"), among the Seller and ____________, a __________, as owner trustee (the "Owner Trustee"), a summary of certain of the pertinent provisions of which is set forth below. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Trust Agreement. This Certificate is one of the duly authorized Certificates designated as "____% Asset Backed Certificates" (the "Certificates"). Also issued by the Trust, under an indenture, dated as of ____________ 1, 199__ (the "Indenture"), between the Trust and ____________, a C-1 45 ___________, as Indenture Trustee, are three Classes of Notes designated as "____% Asset Backed Notes, Class A-1", "____% Floating Rate Asset Backed Notes, Class A-2" and "____% Asset Backed Notes, Class A-3" (collectively, the "Notes"). This Certificate is issued under and is subject to the terms, provisions and conditions of the Trust Agreement, to which Trust Agreement the Holder of this Certificate by virtue of its acceptance hereof assents and by which such Holder is bound. Under the Trust Agreement, there will be distributed on the fifteenth day of each month or, if any such day is not a Business Day, the next succeeding Business Day (each, a "Distribution Date"), commencing on _______, 199 and ending no later than ______, ____, to the Person in whose name this Certificate is registered at the close of business on the last calendar day immediately preceding the related Distribution Date or, if Definitive Certificates are issued, the last day of the immediately preceding calendar month (each, a "Record Date"), such Certificateholder's fractional undivided interest in the amount to be distributed to Certificateholders on such Distribution Date. The Holder of this Certificate acknowledges and agrees that its rights to receive distributions in respect of this Certificate are subordinated to the rights of the Noteholders to the extent described in the Sale and Servicing Agreement and the Indenture. It is the intent of the Seller, the Servicer and the Certificateholders that, for federal, state and local income, single business and any other income tax purposes, the Trust will be treated as a partnership and the Certificateholders (including the Seller) will be treated as partners in such partnership. The Seller and the other Certificateholders, by acceptance of a Certificate, agree to treat, and to take no action inconsistent with the treatment of, the Certificates for such tax purposes as partnership interests in the Trust. Each Certificateholder or Certificate Owner, by its acceptance of a Certificate or, in the case of a Certificate Owner, a beneficial interest in a Certificate, covenants and agrees that such Certificateholder or Certificate Owner, as the case may be, will not at any time institute against the Trust, the Servicer or the Seller, or join in any institution against the Trust, the Servicer or the Seller of, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceedings, or other proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Securities, the Trust Agreement or any of the other Basic Documents. Distributions on this Certificate will be made as provided in the Trust Agreement by the Owner Trustee by wire transfer or check mailed to the Certificateholder of record in the Certificate Register without the presentation or surrender of this Certificate or the making of any notation hereon, except that with respect to Certificates registered on the Record Date in the name of the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Except as otherwise provided in the Trust Agreement and notwithstanding the above, the final distribution on this Certificate will be made after due notice by the Owner Trustee of the pendency of such distribution and only upon presentation and surrender of this Certificate at the office of the Paying Agent or the office or agency maintained for that purpose by the Owner Trustee in The City of New York. C-2 46 Reference is hereby made to the further provisions of this Certificate set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon shall have been executed by an authorized officer of the Owner Trustee, by manual signature, this Certificate shall not entitle the holder hereof to any benefit under the Trust Agreement or any other Basic Document or be valid for any purpose. THIS CERTIFICATE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS. C-3 47 [REVERSE OF CERTIFICATE] The Certificates do not represent an obligation of, or an interest in, the Seller, the Servicer, the Owner Trustee or any of their respective Affiliates and no recourse may be had against such parties or their assets, except as expressly set forth or contemplated herein or in the Trust Agreement or the other Basic Documents. In addition, this Certificate is not guaranteed by any governmental agency or instrumentality and is limited in right of payment to certain collections and recoveries with respect to the Receivables (and certain other amounts), in each case as more specifically set forth herein and in the Sale and Servicing Agreement. The Trust 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 Trust Agreement at any time by the parties thereto with the consent of Certificateholders evidencing not less than 51% of the Voting Interest thereof. Any such consent by the Holder of this Certificate shall be conclusive and binding on such Holder and on all future Holders of this Certificate and of any 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 Certificate. The Trust Agreement also permits the amendment thereof, in certain limited circumstances, without the consent of any Certificateholders. As provided in the Trust Agreement and subject to certain limitations set forth therein, the transfer of this Certificate is registerable in the Certificate Register upon surrender of this Certificate for registration of transfer at the offices or agencies of the Certificate Registrar maintained in The City of New York, accompanied by a written instrument of transfer in form satisfactory to the Owner Trustee and the Certificate Registrar duly executed by the Holder hereof or such Holder's attorney duly authorized in writing, and thereupon one or more new Certificates of authorized denominations evidencing the same aggregate interest in the Trust will be issued to the designated transferee. The initial Certificate Registrar appointed under the Trust Agreement is ______________. Except as provided in the Trust Agreement, the Certificates are issuable only as registered Certificates without coupons in minimum denominations of $20,000 and integral multiples of $1,000 in excess thereof. As provided in the Trust Agreement and subject to certain limitations set forth therein, Certificates are exchangeable for new Certificates of authorized denominations evidencing the same aggregate denomination, as requested by the Holder surrendering the same. No service charge will be made for any such registration of transfer or exchange, but the Owner Trustee or the Certificate Registrar may require payment of a sum sufficient to cover any Tax or governmental charge payable in connection therewith. The Owner Trustee, the Certificate Registrar, the Paying Agent and any of their respective agents may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes, and none of the Owner Trustee, the Certificate Registrar, the Paying Agent or any such agent shall be affected by any notice to the contrary. The obligations and responsibilities created by the Trust 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 Trust Agreement and the Sale and Servicing Agreement and the C-4 48 disposition of all property held as part of the Trust Estate. The Seller may at its option purchase the Trust Estate at a price specified in the Sale and Servicing Agreement, and such purchase of the Receivables and other property of the Trust Estate will effect early retirement of the Certificates; however, such right of purchase is exercisable only as of any Distribution Date as of which (i) the Aggregate Scheduled Balance is less than or equal to 10% of the Cut-Off Date Aggregate Scheduled Balance and (ii) the aggregate outstanding principal amount of the Securities is less than 5% of the aggregate outstanding principal amount of the Securities as of the Closing Date. The Certificates may not be acquired by a Benefit Plan. By accepting and holding this Certificate, the Holder hereof or, in the case of Book-Entry Certificate, by accepting a beneficial interest in this Certificate, the related Certificate Owner, shall be deemed to have represented and warranted that it is not a Benefit Plan and is not acquiring this Certificate or an interest therein for the account of a Benefit Plan. C-5 49 IN WITNESS WHEREOF, the Owner Trustee, on behalf of the Trust and not in its individual capacity, has caused this Certificate to be duly executed. Dated: 199 FLEETWOOD CREDIT RV RECEIVABLES ----------------, 199 - OWNER TRUST By: ----------------------------------- as Owner Trustee By: --------------------------------- Authorized Signatory OWNER TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Certificates referred to in the within-mentioned Trust Agreement. - ----------------------------, --------------------------------, as Certificate Registrar as Owner Trustee OR By: By: ------------------------ ------------------------------ Authorized Signatory Authorized Signatory C-6 50 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 type name and address, including postal zip code, of assignee) - -------------------------------------------------------------------------------- the within Certificate, and all rights thereunder, hereby irrevocably constituting and appointing - -------------------------------------------------------------------------------- to transfer such Certificate on the books of the Certificate Registrar, with full power of substitution in the premises. Dated: --------------- Signature Guaranteed: - --------------------------------------------------- --------------------------------------------------- NOTICE: Signature(s) must be guaranteed by an NOTICE: The signature to this assignment must eligible guarantor institution. correspond with the name of the registered owner as it appears on the face of the within Certificate in every particular, without alteration or enlargement or any change whatever.
C-7 EX-4.2 5 FORM OF INDENTURE 1 EXHIBIT 4.2 ================================================================================ FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST, as Issuer, and ___________________, as Trustee ____________________________________ INDENTURE Dated as of _________ 1, 199 ____________________________________ $__________________________ Asset Backed Notes ================================================================================ 2 TABLE OF CONTENTS Page
ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Section 1.02. Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . . . . . 8 Section 1.03. Interpretive Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE TWO THE NOTES Section 2.01. Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 2.02. Execution, Authentication and Delivery . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 2.03. Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 2.04. Registration; Registration of Transfer and Exchange . . . . . . . . . . . . . . . . . . . . 11 Section 2.05. Mutilated, Destroyed, Lost or Stolen Notes . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 2.06. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 2.07. Payment of Principal and Interest; Defaulted Interest . . . . . . . . . . . . . . . . . . . 13 Section 2.08. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 2.09. Book-Entry Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 2.10. Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 Section 2.11. Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 2.12. Release of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 2.13. Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 2.14. Calculation of LIBOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 Section 2.15. Employee Benefit Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE THREE COVENANTS Section 3.01. Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 3.02. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 3.03. Money for Payments to be Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 3.04. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 3.05. Protection of Indenture Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 3.06. Opinions as to Indenture Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
(i) 3 Page Section 3.07. Performance of Obligations; Servicing of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 3.08. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 3.09. Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 3.10. Issuer May Consolidate Only on Certain Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 Section 3.11. Successor or Transferee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 3.12. No Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 3.13. No Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 3.14. Servicer's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 3.15. Guarantees, Loans, Advances and Other Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 3.16. Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 3.17. Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 3.18. Notice of Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 3.19. Further Instruments and Acts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 3.20. Compliance with Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 3.21. Amendments of Sale and Servicing Agreement and Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 3.22. Removal of Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 ARTICLE FOUR SATISFACTION AND DISCHARGE Section 4.01. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 4.02. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 4.03. Repayment of Monies Held by Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 ARTICLE FIVE REMEDIES Section 5.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 5.02. Rights upon Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 5.04. Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 5.05. Preservation of the Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 5.06. Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 5.07. Limitation of Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 5.08. Unconditional Rights of Noteholders to Receive Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 5.09. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
(ii) 4 Page Section 5.10. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 5.11. Delay or Omission Not a Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 5.12. Control by Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 5.13. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 5.14. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 5.15. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 5.16. Action on Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 5.17. Performance and Enforcement of Certain Obligations . . . . . . . . . . . . . . . . . . . . . . 38 ARTICLE SIX THE TRUSTEE Section 6.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39 Section 6.02. Optional Purchase; Auction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 6.03. Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 6.04. Individual Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 6.05. Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 6.06. Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 6.07. Reports by Trustee to Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 6.08. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 6.09. Replacement of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Section 6.10. Successor Trustee by Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 6.11. Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 6.12. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 6.13. Preferential Collection of Claims Against Issuer . . . . . . . . . . . . . . . . . . . . . . . 46 Section 6.14. Representations and Warranties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . 46 ARTICLE SEVEN NOTEHOLDERS' LISTS AND REPORTS Section 7.01. Issuer to Furnish Trustee Names and Addresses of Noteholders . . . . . . . . . . . . . . . . . 47 Section 7.02. Preservation of Information; Communications to Noteholders . . . . . . . . . . . . . . . . . . 47 Section 7.03. Reports by Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Section 7.04. Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
(iii) 5 Page ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES Section 8.01. Collection of Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 8.02. Trust Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 8.03. General Provisions Regarding Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Section 8.04. Release of Indenture Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Section 8.05. Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 ARTICLE NINE SUPPLEMENTAL INDENTURES Section 9.01. Supplemental Indentures Without Consent of Noteholders . . . . . . . . . . . . . . . . . . . . 52 Section 9.02. Supplemental Indentures With Consent of Noteholders . . . . . . . . . . . . . . . . . . . . . 53 Section 9.03. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Section 9.04. Effect of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 Section 9.05. Conformity With Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Section 9.06. Reference in Notes to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . 55 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Section 10.02. Form of Redemption Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Section 10.03. Notes Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 ARTICLE ELEVEN MISCELLANEOUS Section 11.01. Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 11.02. Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Section 11.03. Acts of Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Section 11.04. Notices to Trustee, Issuer and Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . 61 Section 11.05. Notices to Noteholders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Section 11.06. Alternate Payment and Notice Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Section 11.07. Conflict With Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Section 11.08. Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Section 11.09. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Section 11.10. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Section 11.11. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
(iv) 6 Page Section 11.12. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Section 11.13. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Section 11.14. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Section 11.15. Recording of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Section 11.16. Trust Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Section 11.17. No Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Section 11.18. Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Section 11.19. Limitation of Liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 EXHIBITS Schedule A - Schedule of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SA-1 Exhibit A - Form of Sale and Servicing Agreement . . . . . . . . . . . . . . . . . . . . . . . A-1 Exhibit B - Form of Note Depository Agreement . . . . . . . . . . . . . . . . . . . . . . . . . B-1 Exhibit C - Form of Class A-1 Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 Exhibit D - Form of Class A-2 Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1 Exhibit E - Form of Class A-3 Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E-1 Exhibit F - Form of Note Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . G-1
(v) 7 This Indenture, dated as of ___________ 1, 199 , is between the Fleetwood Credit RV Receivables 199 - Owner Trust, a Delaware business trust (the "Issuer"), and ____________, a ____________, as trustee (the "Trustee"). Each party agrees as follows for the benefit of the other parties and for the equal and ratable benefit of the holders of the Issuer's ____% Asset Backed Notes, Class A-1 (the "Class A-1 Notes"), ____% Floating Rate Asset Backed Notes, Class A-2 (the "Class A-2 Notes"), and ____% Asset Backed Notes, Class A-3 (the "Class A-3 Notes" and, together with the Class A-1 Notes and the Class A-2 Notes, the "Notes"): GRANTING CLAUSE The Issuer hereby Grants to the Trustee on behalf of the Trust on the Closing Date, on behalf of and for the benefit of the Noteholders, without recourse, all of the Issuer's right, title and interest in, to and under (i) the Receivables secured by the Financed Vehicles (which Receivables will be listed in the Schedule of Receivables); (ii) certain monies due under the Initial Receivables on and after ____________ 1, 199 and under the Subsequent Receivables on and after the related Subsequent Cutoff Date, including all payments with respect to any Financed Vehicle to which an Initial Receivable relates received on or after ____________ 1, 199 and with respect to any Financed Vehicle to which a Subsequent Receivable relates received on or after the related Subsequent Cutoff Date, and all other proceeds received on or in respect of such Receivables (other than payments due, in the case of the Initial Receivables, prior to ____________ 1, 199 or, in the case of the Subsequent Receivables, prior to ___________, 199__); (iii) security interests in the Financed Vehicles; (iv) the Collection Account, the Distribution Accounts, the Pre- Funding Account, the Reserve Fund and the Yield Supplement Account and all amounts, securities, investments, financial assets, investment property and other property from time to time deposited or credited thereto, including all net income from the investment of funds therein and all proceeds therefrom; (v) proceeds from claims under certain Insurance Policies in respect of Financed Vehicles or Obligors under the Receivables; (vi) the rights and benefits of the Seller under the Receivables Purchase Agreement and of the Issuer under the Sale and Servicing Agreement and all other related Transfer Agreements; (vii) the protective security interest in certain of the foregoing property granted by the Seller in favor of the Issuer; (viii) all present and future claims, demands, causes and choses in action in respect of any or all of the foregoing; and (ix) all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property that at any time constitute all or part of or are included in the proceeds of any of the foregoing (collectively, the "Collateral"). The foregoing Grant is made in trust to secure the payment of principal of and interest on, and any other amounts owing in respect of, the Notes, equally and ratably without 8 prejudice, priority or distinction, and to secure compliance with the provisions of this Indenture, all as provided in this Indenture. The Trustee, as Trustee on behalf of the Noteholders, acknowledges such Grant, accepts the trusts under this Indenture in accordance with the provisions of this Indenture and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the Noteholders may be adequately and effectively protected. Capitalized terms used in this Granting Clause that are not otherwise defined shall have the meanings ascribed thereto in this Indenture. 2 9 ARTICLE ONE DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: "Act" has the meaning set forth in Section 11.03(a). "Administration Agreement" means the Administration Agreement, dated as of ________ 1, 199 , between the Administrator and the Trustee. "Administrator" means the Servicer, or any successor Administrator under the Administration Agreement. "Authorized Officer" means, with respect to the Issuer, any officer of the Owner Trustee who is authorized to act for the Owner Trustee in matters relating to the Issuer and who is identified on the list of Authorized Officers delivered by the Owner Trustee to the Trustee on the Closing Date (as such list may be modified or supplemented from time to time thereafter) and, so long as the Administration Agreement is in effect, any Vice President or more senior officer of the Administrator who is authorized to act for the Administrator in matters relating to the Issuer and to be acted upon by the Administrator pursuant to the Administration Agreement and who is identified on the foregoing list of Authorized Officers. "Basic Documents" means the Certificate of Trust, the Trust Agreement, the Sale and Servicing Agreement, the Administration Agreement, the Receivables Purchase Agreement, the Note Depository Agreement, the Certificate Depository Agreement and this Indenture. "Book-Entry Note" means a beneficial interest in a Note, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 2.09. "Calculation Agent" has the meaning set forth in Section 2.14. "Certificate Depository Agreement" has the meaning set forth in the Trust Agreement. "Certificate of Trust" means the Certificate of Trust of the Issuer substantially in the form of Exhibit B to the Trust Agreement. "Class A-1 Noteholder" means the Person in whose name a Class A-1 Note is registered in the Note Register. "Class A-1 Notes" means the ____% Asset Backed Notes, Class A-1, substantially in the form of Exhibit C. 3 10 "Class A-2 Noteholder" means the Person in whose name a Class A-2 Note is registered in the Note Register. "Class A-2 Notes" means the ____% Floating Rate Asset Backed Notes, Class A-2, substantially in the form of Exhibit D. "Class A-3 Noteholder" means the Person in whose name a Class A-3 Note is registered in the Note Register. "Class A-3 Notes" means the ____% Asset Backed Notes, Class A-3, substantially in the form of Exhibit E. "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act. "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Code" means the Internal Revenue Code of 1986, as amended. "Collateral" has the meaning set forth in the Granting Clause of this Indenture. "Default" means any occurrence that is, or with notice or the lapse of time or both would become, an Event of Default. "Definitive Notes" has the meaning set forth in Section 2.09. "DTC" means The Depository Trust Company, and its successors. "ERISA" means the Employment Retirement Income Security Act of 1974, as amended. "Event of Default" has the meaning set forth in Section 5.01. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Executive Officer" means, with respect to any corporation or bank, the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation or bank; and with respect to any partnership, any general partner thereof. "Grant" means mortgage, pledge, bargain, sell, warrant, alienate, remise, release, convey, assign, transfer, create and grant a Lien upon and a security interest in and right of set-off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral or of any other agreement or instrument shall include all rights, powers and options (but none of the 4 11 obligations) of the granting party thereunder, including the immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other monies payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise and generally to do and receive anything that the granting party is or may be entitled to do or receive thereunder or with respect thereto. "Indebtedness" means, with respect to any Person at any time, (i) indebtedness or liability of such Person for borrowed money whether or not evidenced by bonds, debentures, notes or other instruments, or for the deferred purchase price of property or services (including trade obligations); (ii) obligations of such Person as lessee under leases that should have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases; (iii) current liabilities of such Person in respect of unfunded vested benefits under Benefit Plans covered by Title IV of ERISA; (iv) obligations issued for or liabilities incurred on the account of such Person; (v) obligations or liabilities of such Person arising under acceptance facilities; (vi) obligations of such Person under any guaranties, endorsements (other than for collection or deposit in the ordinary course of business) and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person or otherwise to assure a creditor against loss; (vii) obligations of such Person secured by any Lien on property or assets of such Person, whether or not the obligations have been assumed by such Person; or (viii) obligations of such Person under any interest rate or currency exchange agreement. "Indenture" means this Indenture, as amended or supplemented from time to time. "Indenture Trust Estate" means the Collateral Granted to the Trustee under this Indenture, including all proceeds thereof. "Independent" means, when used with respect to any specified Person, that the Person (i) is in fact independent of the Issuer, any other obligor upon the Notes, the Seller and any of their respective Affiliates, (ii) does not have any direct financial interest or any material indirect financial interest in the Issuer, any such other obligor, the Seller or any of their respective Affiliates, and (iii) is not connected with the Issuer, any such other obligor, the Seller or any of their respective Affiliates as an officer, employee, promoter, underwriter, trustee, partner, director or person performing similar functions. "Independent Certificate" means a certificate or opinion to be delivered to the Trustee under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.01, made by an Independent appraiser or other expert appointed by an Issuer Order and approved by the Trustee in the exercise of reasonable care, and such opinion or certificate shall state that the signer has read the definition of "Independent" in this Indenture and that the signer is Independent within the meaning thereof. "Issuer" has the meaning set forth on the Sale and Servicing Agreement and, for purposes of any provision contained herein and required by the TIA, each other obligor on the Notes. 5 12 "Issuer Order" and "Issuer Request" means a written order or request signed in the name of the Issuer by an Authorized Officer and delivered to the Trustee. "LIBOR" means the London interbank offered rate. "LIBOR Determination Date" has the meaning set forth in Section 2.14. "LIBOR Reuters" has the meaning set forth in Section 2.14. "LIBOR Telerate" has the meaning set forth in Section 2.14. "London Banking Day" means any Business Day on which dealings in deposits in United States dollars are transacted in the London interbank market. "Mandatory Redemption" means redemption in part of the Notes pursuant to Section 10.01(b). "Note Depository Agreement" means the agreement dated ____________, 199 , among the Issuer, the Trustee and DTC, as the initial Clearing Agency, relating to the Notes, substantially in the form of Exhibit B hereto. "Note Final Scheduled Distribution Date" means the Class A-1 Final Scheduled Distribution Date, the Class A-2 Final Scheduled Distribution Date or the Class A-3 Final Scheduled Distribution Date, as the context may require. "Note Owner" means, with respect to a Book-Entry Note, the Person who is the owner of such Book-Entry Note, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly as a Clearing Agency Participant or as an indirect participant, in each case in accordance with the rules of such Clearing Agency). "Note Register" and "Note Registrar" have the respective meanings set forth in Section 2.04. "Noteholder" means a Class A-1 Noteholder, Class A-2 Noteholder or Class A-3 Noteholder, as the context may require. "Officer's Certificate" means a certificate signed by an Authorized Officer of the Issuer under the circumstances described in and otherwise complying with the applicable requirements of Section 11.01, and delivered to the Trustee. "Opinion of Counsel" means one or more written opinions of counsel who may, except as otherwise expressly provided in this Indenture, be employees of or counsel to the Issuer and who shall be satisfactory to the Trustee, and which shall comply with any applicable requirements of Section 11.01, and shall be in form and substance satisfactory to the Trustee. 6 13 "Optional Purchase" means the optional purchase of all Receivables pursuant to Section 10.01 of the Sale and Servicing Agreement. "Outstanding Amount" means the aggregate principal amount of all Notes of one Class or of all Classes, as the case may be, Outstanding at the date of determination. "Paying Agent" means the Trustee or any other Person that meets the eligibility standards for the Trustee specified in Section 6.12 and is authorized by the Issuer to make the distributions from the Note Distribution Account, including payment of principal of or interest on the Notes on behalf of the Issuer. "Pre-Funded Percentage" means, with respect to a Class of Notes, the percentage derived from the fraction, the numerator of which is the Original Note Balance of such Class of Notes, and the denominator of which is the sum of the Original Note Balance and the Original Certificate Balance. "Predecessor Note" means, with respect to any particular Note, every previous Note evidencing all or a portion of the same debt as that evidenced by such particular Note; and, for the purpose of this definition, any Note authenticated and delivered under Section 2.05 in lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to evidence the same debt as the mutilated, lost, destroyed or stolen Note. "Redemption Date" means, in the case of a redemption pursuant to Section 10.01, the Distribution Date specified by the Servicer or the Issuer pursuant to such Section. "Redemption Price" means, in the case of a redemption of the Notes pursuant to Section 10.01, an amount equal to the Outstanding Amount of the Notes being redeemed plus accrued and unpaid interest thereon at the related Interest Rate for each Class of Notes being so redeemed to but excluding the Redemption Date. "Registered Holder" means the Person in whose name a Note is registered on the Note Register on the applicable Record Date. "Reuters Screen LIBO Page" means the display designated as Page "LIBO" on the Reuters Monitor Money Rate Service (or such other page as may replace the LIBO page on that service for the purpose of displaying LIBORs of major banks. "Sale and Servicing Agreement" means the Sale and Servicing Agreement, dated as of the date hereof, among the Issuer, the Seller and the Servicer, substantially in the form of Exhibit A hereto. "Successor Servicer" has the meaning set forth in Section 3.07(e). "Telerate Page 3750" means the display designated as page "3750" on the Telerate Service (or such other page as may replace the 3750 page on that service or such other service or 7 14 services as may be nominated by the British Bankers' Association for the purpose of displaying LIBORs for U.S. dollar deposits). "Termination Date" means the date on which the Trustee shall have received payment and performance of all amounts and obligations the Issuer may owe to or on behalf of the Trustee for the benefit of the Noteholders under this Indenture or the Notes. "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended, as in force on the date hereof, unless otherwise specifically provided. "Trustee" means _____________, as Trustee under this Indenture, or any successor Trustee under this Indenture. Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "Commission" means the Securities and Exchange Commission. "Indenture Securities" means the Notes. "Indenture Security Holder" means a Noteholder. "Indenture to be Qualified" means this Indenture. "Indenture Trustee" or "Institutional Trustee" means the Trustee. "Obligor" on the indenture securities means the Issuer and any other obligor on the indenture securities. All other TIA terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by Commission rule have the meaning assigned to them by such definitions. Section 1.03. Interpretive Provisions. For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Indenture include all Exhibits hereto, (iii) references to words such as "herein", "hereof" and the like shall refer to this Indenture as a whole and not to any particular part, Article or Section herein, (iv) references to an Article or Section such as "Article One" or "Section 1.01" shall refer to the applicable Article or Section of this Indenture, (v) the term "include" and all variations thereof shall mean "include without limitation", (vi) the term "or" shall include "and/or", (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC, (viii) references to "writing" include printing, typing, lithography and other means of reproducing words in a visible 8 15 form, (ix) references to agreements and other contractual instruments include all amendments, modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, (x) references to Persons include their permitted successors and assigns and (xi) all accounting terms used but not defined herein shall be construed in accordance with generally accepted accounting principles in the United States. 9 16 ARTICLE TWO THE NOTES Section 2.01. Form. The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes, in each case together with the Trustee's certificate of authentication, shall be in substantially the forms set forth as Exhibits to this Indenture with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Notes, as evidenced by their execution of the Notes. Any portion of the text of any Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of such Note. Each Note shall be dated the date of its authentication. The terms of the Notes set forth in the Exhibits hereto are part of the terms of this Indenture. Section 2.02. Execution, Authentication and Delivery. The Notes shall be executed on behalf of the Issuer by any of its Authorized Officers. The signature of any such Authorized Officer on the Notes may be manual or facsimile. Notes bearing the manual or facsimile signature of individuals who were at any time Authorized Officers of the Issuer shall bind the Issuer, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Notes or did not hold such offices at the date of such Notes. The Trustee shall, upon receipt of an Issuer Order, authenticate and deliver for original issue the following aggregate principal amount of Notes: (i) $_________ of Class A-1 Notes, (ii) $__________ of Class A-2 Notes and (iii) $__________ of Class A-3 Notes. The aggregate Outstanding Amount at any time may not exceed such respective amounts, except as otherwise provided in Section 2.05. Each Note shall be dated the date of its authentication. The Notes shall be issuable as registered Notes in minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof. No Note shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose, unless there appears on such Note a certificate of authentication substantially in the form provided for herein executed by the Trustee by the manual signature of one of its authorized signatories, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered hereunder. Section 2.03. Temporary Notes. Pending the preparation of Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order the Trustee shall authenticate and deliver, temporary Notes that are printed, lithographed, typewritten, mimeographed or otherwise produced, of the tenor of the Definitive Notes in lieu of which they are issued and with such 10 17 variations not inconsistent with the terms of this Indenture as the officers executing such Notes may determine, as evidenced by their execution of such Notes. If temporary Notes are issued, the Issuer shall cause Definitive Notes to be prepared without unreasonable delay. After the preparation of Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes upon surrender of the temporary Notes at the office or agency of the Issuer to be maintained as provided in Section 3.02, without charge to the related Noteholder. Upon surrender for cancellation of any one or more temporary Notes, the Issuer shall execute and the Trustee shall authenticate and deliver in exchange therefor a like tenor and principal amount of Definitive Notes of authorized denominations. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits under this Indenture as Definitive Notes. Section 2.04. Registration; Registration of Transfer and Exchange. The Issuer shall cause to be kept a register (the "Note Register") in which, subject to such reasonable regulations as it may prescribe, the Issuer shall provide for the registration of Notes and the registration of transfers of Notes. The Trustee shall be "Note Registrar" for the purpose of registering Notes and transfers of Notes as herein provided. Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a successor or, if it elects not to make such an appointment, assume the duties of Note Registrar. If a Person other than the Trustee is appointed by the Issuer as Note Registrar, the Issuer shall give the Trustee prompt written notice of the appointment of such Note Registrar and of the location, and any change in the location, of the Note Register, and the Trustee shall have the right to inspect the Note Register at all reasonable times and to obtain copies thereof, and the Trustee shall have the right to rely upon a certificate executed on behalf of the Note Registrar by an Executive Officer thereof as to the names and addresses of the Noteholders and the principal amounts and number of such Notes. Upon surrender for registration of transfer of any Note at the office or agency of the Issuer to be maintained as provided in Section 3.02, provided that the requirements of Section 8-401 of the UCC are met, the Issuer shall execute, the Trustee shall authenticate and the related Noteholder shall obtain from the Trustee, in the name of the designated transferee or transferees, one or more new Notes of the same Class in any authorized denominations, of a like aggregate principal amount. At the option of a Noteholder, Notes may be exchanged for other Notes of the same Class in any authorized denominations, of a like aggregate principal amount, upon surrender of the Notes to be exchanged at such office or agency. Whenever any Notes are so surrendered for exchange, provided that the requirements of Section 8-401 of the UCC are met, the Issuer shall execute, and the Trustee shall authenticate and the Noteholder shall obtain from the Trustee, the Notes that the Noteholder making the exchange is entitled to receive. 11 18 All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Issuer, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange. Each Note presented or surrendered for registration of transfer or exchange shall be duly endorsed by or be accompanied by a written instrument of transfer in form satisfactory to the Trustee duly executed by the related Noteholder or such Noteholder's attorney duly authorized in writing, with such signature guaranteed by a commercial bank or trust company located, or having a correspondent located, in The City of New York or the city in which the Corporate Trust Office is located, or by a member firm of a national securities exchange, and such other documents as the Trustee may require. No service charge shall be made to a Noteholder for any registration of transfer or exchange of Notes, but the Issuer or the Trustee may require payment of a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes, other than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer. The preceding provisions of this Section notwithstanding, the Issuer shall not be required to make, and the Note Registrar need not register, transfers or exchanges of Notes selected for redemption or of any Note for a period of 15 days preceding the due date for any payment with respect to such Note. Copies of this Indenture (without exhibits) may be obtained by Noteholders upon request in writing to the Trustee at the Corporate Trust Office. Section 2.05. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated Note is surrendered to the Trustee, or the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, (ii) there is delivered to the Trustee such security or indemnity as may be required by the Issuer and the Trustee to hold the Issuer and the Trustee harmless and (iii) the requirements of Section 8-405 of the UCC are met; then, in the absence of notice to the Issuer, the Note Registrar or the Trustee that such Note has been acquired by a protected purchaser (as defined in Article 8 of the UCC), the Issuer shall execute and upon its request the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement Note of the same Class; provided, however, that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to the preceding sentence, a protected purchaser (as defined in Article 8 of the UCC) of the original Note in lieu of which such replacement Note was issued presents for payment such original Note, the Issuer and the Trustee shall be entitled to recover such replacement Note (or such payment) from the Person to which it was delivered or any Person taking such replacement Note from such Person to which such replacement Note was delivered or any assignee of such Person, except a 12 19 protected purchaser (as defined in Article 8 of the UCC), and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any Loss incurred by the Issuer or the Trustee in connection therewith. Upon the issuance of any replacement Note under this Section, the Issuer or the Trustee may require the payment by the related Noteholder of a sum sufficient to cover any Tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Trustee or the Note Registrar) connected therewith. Every replacement Note issued pursuant to this Section in replacement of any mutilated, destroyed, lost or stolen Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Notes duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes. Section 2.06. Persons Deemed Owners. Prior to due presentment for registration of transfer of any Note, the Issuer, the Trustee and any of their respective agents may treat the Person in whose name such Note is registered (as of the day of determination) as the owner of such Note for the purpose of receiving payments, if any, of principal of and interest on such Note and for all other purposes whatsoever, whether or not such Note be overdue, and none of the Issuer, the Trustee nor any of their respective agents shall be affected by notice to the contrary. Section 2.07. Payment of Principal and Interest; Defaulted Interest. (a) Each Class of Notes shall accrue interest at the related Interest Rate, and such interest shall be payable on each Distribution Date as specified therein, subject to Section 3.01. Any installment of interest or principal, if any, payable on any Note that is punctually paid or duly provided for by the Issuer on the related Distribution Date shall be paid to the Person in whose name such Note (or one or more Predecessor Notes) is registered on the Record Date, by check mailed first class, postage prepaid to such Person's address as it appears on the Note Register on such Record Date; except that, unless Definitive Notes have been issued pursuant to Section 2.11, with respect to Notes registered on the Record Date in the name of the nominee of the depository (initially, such nominee to be Cede & Co.), payment shall be made by wire transfer in immediately available funds to the account designated by such nominee and except for the final installment of principal payable with respect to such Note on a Distribution Date, a Redemption Date or on the related Note Final Scheduled Distribution Date, as the case may be (and except for the Redemption Price for any Note called for redemption pursuant to Section 10.01), which shall be payable as provided below. The funds represented by any such checks returned undelivered shall be held in accordance with Section 3.03. 13 20 (b) The principal of each Note shall be payable, from the portion of the Available Amount remaining after payment of the Servicer Payment, the Note Interest Distributable Amount and the Certificate Interest Distributable Amount, on each Distribution Date to the extent provided in the form of the related Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Notes shall be due and payable, if not previously paid, on the date on which an Event of Default shall have occurred and be continuing and the Trustee or Noteholders representing not less than a majority of the Outstanding Amount have declared the Notes to be immediately due and payable in the manner provided in Section 5.02. All principal payments on each Class of Notes shall be made pro rata to the Noteholders entitled thereto. The Trustee shall notify the Person in whose name a Note is registered at the close of business on the Record Date preceding the Distribution Date on which the Issuer expects that the final installment of principal of and interest on such Note will be paid. Such notice shall (i) be mailed within five Business Days of such Distribution Date (or, in the case of Notes registered in the name of Cede & Co., as nominee of DTC, such notice shall be provided within one Business Day of such Distribution Date) or receipt of notice of termination of the Trust pursuant to Section 9.01(c) of the Trust Agreement, (ii) specify that such final installment will be payable only upon presentation and surrender and cancellation of such Note and (iii) specify the place where such Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02. In addition, the Administrator shall notify each Rating Agency upon the final payment of interest on and principal of each Class of Notes, and upon the dissolution of the Trust, in each case pursuant to Section 1(a)(i) of the Administration Agreement. (c) If the Issuer defaults on any Distribution Date in a payment of interest on the Notes, interest accrued but not paid on such Distribution Date shall be due on the immediately succeeding Distribution Date. The Issuer shall pay such defaulted interest (plus interest on such defaulted interest at the related Interest Rate, to the extent lawful), at the related Interest Rate in any lawful manner. Notwithstanding the foregoing, the Issuer may pay such defaulted interest to the Persons who are Noteholders on a subsequent special record date, which record date shall be at least five Business Days prior to the Distribution Date relating thereto. The Issuer shall fix or cause to be fixed any such special record date and payment date and, at least 15 days before any such special record date, shall mail to the Trustee and each Noteholder a notice that states such special record date, the related Distribution Date and the amount of defaulted interest to be paid. Section 2.08. Cancellation. Subject to Section 2.07(d), all Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly cancelled by the Trustee. Subject to Section 2.07(d), the Issuer may at any time deliver to the Trustee for cancellation any Notes previously authenticated and delivered hereunder that the Issuer may have acquired in any manner whatsoever, and all Notes so delivered shall be promptly cancelled by the Trustee. No Notes shall be authenticated in lieu of or in exchange for any Notes cancelled as provided in this Section, except as expressly permitted by this Indenture. Subject to Section 2.07(d), all cancelled Notes may be held or disposed of by the Trustee in accordance with its standard retention or disposal policy as in effect at the time, unless the Issuer shall direct by an 14 21 Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Notes have not been previously disposed of by the Trustee. Section 2.09. Book-Entry Notes. The Notes, upon original issuance, shall be issued in the form of a typewritten Note or Notes representing the Book-Entry Notes, to be delivered to DTC, the initial depository, by or on behalf of the Issuer. Such Notes shall initially be registered on the Note Register in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner shall receive a Definitive Note representing such Note Owner's interest in such Note, except as provided in Section 2.11. Unless and until definitive, fully registered Notes ("Definitive Notes") have been issued to Note Owners pursuant to Section 2.11: (a) the provisions of this Section shall be in full force and effect; (b) the Note Registrar and the Trustee shall be entitled to deal with the Clearing Agency for all purposes of this Indenture (including the payment of principal of and interest on the Notes and the giving of instructions or directions hereunder) as the sole Holder of the Notes, and shall have no obligation to the Note Owners; (c) to the extent that the provisions of this Section conflict with any other provisions of this Indenture, the provisions of this Section shall control; (d) the rights of Note Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Note Owners and the Clearing Agency or the Clearing Agency Participants. Pursuant to the Note Depository Agreement, unless and until Definitive Notes are issued pursuant to Section 2.11, the Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit payments of principal of and interest on the Notes to such Clearing Agency Participants; and (e) where this Indenture requires or permits to be taken actions based upon instructions or directions of Noteholders evidencing a specified percentage of the Outstanding Amount, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Note Owners or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in the Notes and has delivered such instructions to the Trustee. Section 2.10. Notices to Clearing Agency. Whenever a notice or other communication to Noteholders is required under this Indenture, unless and until Definitive Notes shall have been issued to Note Owners pursuant to Section 2.11, the Trustee shall give all such notices and communications specified herein to be given to the Noteholders to the Clearing Agency, and shall have no obligation to the Note Owners. Section 2.11. Definitive Notes. If (i) (A) the Administrator advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its 15 22 responsibilities as described in the Note Depository Agreement and (B) the Trustee or the Administrator is unable to locate a qualified successor, (ii) the Administrator at its option advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Note Owners representing not less than 51% of the Voting Interest of a Class of Notes advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency is no longer in the best interests of the related Note Owners; then, in each case, the Trustee shall notify all Note Owners of the related Class of Notes, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Notes of the related Class of Notes to Note Owners requesting the same. Upon surrender to the Trustee of the Note or Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute, and the Trustee shall authenticate, Definitive Notes in accordance with the instructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Trustee shall be liable for any delay in delivery of such instructions, and each may conclusively rely upon, and shall be protected in relying upon, such instructions. Upon the issuance of Definitive Notes of a Class, the Trustee shall recognize the Holders of such Definitive Notes as Noteholders hereunder. The Trustee shall not be liable if the Trustee or the Administrator is unable to locate a qualified successor Clearing Agency. Definitive Notes shall be typewritten, printed, lithographed, engraved or produced by any combination of such methods (with or without steel engraved borders), all as determined by the officers executing such Notes, as evidenced by their execution of such Notes. Section 2.12. Release of Collateral. Subject to Section 11.01 and the terms of the other Basic Documents, the Trustee shall release property from the Lien of this Indenture only upon receipt of an Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(l) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates. Section 2.13. Tax Treatment. The Issuer has entered into this Indenture, and the Notes shall be issued, with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Indenture Trust Estate. The Issuer, by entering into this Indenture, and each Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance of an interest in the related Book-Entry Note), agree to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer. Section 2.14. Calculation of LIBOR. LIBOR for each Interest Period shall be calculated by the Trustee, as calculation agent (in such capacity, the "Calculation Agent") as follows: (a) On the second London Banking Day prior to the Distribution Date on which any Interest Period commences (each, a "LIBOR Determination Date"), the Calculation Agent shall determine the arithmetic mean of the offered rates for deposits in 16 23 U.S. dollars for the period of one month, commencing on such Distribution Date, that appear either (a) on the Telerate Page 3750 as of 11:00 A.M., London time, on that LIBOR Determination Date ("LIBOR Telerate") or (b) the Reuters Screen LIBO Page as of 11:00 A.M., London time, on the LIBOR Determination Date ("LIBOR Reuters"). If at least two such offered rates appear on the Telerate Page 3750, LIBOR for such Interest Period shall be the arithmetic mean of such offered rates as determined by the Calculation Agent. (b) If fewer than two offered rates appear on each of the Telerate Page 3750 and the Reuters Screen LIBO Page on such LIBOR Determination Date, the Calculation Agent shall request the principal London offices of each of four major banks in the London interbank market selected by such Calculation Agent (after consultation with the Seller) to provide such Calculation Agent with its offered quotations for deposits in U.S. dollars for the period of one month, commencing on such Distribution Date, to prime banks in the London interbank market at approximately 11:00 a.m., London time, on such LIBOR Determination Date and in a principal amount equal to an amount of not less than $1,000,000 that is representative of a single transaction in such market at such time. If at least two such quotations are provided, LIBOR for such Interest Period shall be the arithmetic mean of such quotations. If fewer than two such quotations are provided, LIBOR for such Interest Period shall be the arithmetic mean of rates quoted by three major banks in The City of New York selected by the Calculation Agent (after consultation with the Seller) at approximately 11:00 a.m., New York City time, on such LIBOR Determination Date for loans in U.S. dollars to leading European banks, for the period of one month, commencing on such Distribution Date, and in a principal amount equal to an amount of not less than $1,000,000 that is representative of a single transaction in such market at such time; provided, however, that if the banks selected as aforesaid by the Calculation Agent are not quoting rates as mentioned in this sentence, LIBOR for such Interest Period shall be the same as LIBOR for the immediately preceding Interest Period. Section 2.15. Employee Benefit Plans. The Notes may not be purchased with the assets of a Benefit Plan if the Seller, the Servicer, the Trustee, the Owner Trustee or any of their Affiliates (i) has investment or administrative discretion with respect to such Benefit Plan assets; (ii) has authority or responsibility to give, or regularly gives, investment advice with respect to such Benefit Plan assets, for a fee and pursuant to an agreement or understanding that such advice (a) will serve as a primary basis for investment decisions with respect to such Benefit Plan assets and (b) will be based on the particular investment needs for such Benefit Plan; or (iii) is an employer maintaining or contributing to such Benefit Plan. 17 24 ARTICLE THREE COVENANTS Section 3.01. Payment of Principal and Interest. The Issuer shall duly and punctually pay, if any, the principal of and interest on the Notes in accordance with the terms of the Notes and this Indenture. Without limiting the foregoing and subject to Section 8.02(c), the Issuer shall cause to be distributed all amounts on deposit in the Note Distribution Account on a Distribution Date for the benefit of (i) the Class A-1 Notes, to the Class A-1 Noteholders, (ii) the Class A-2 Notes, to the Class A-2 Noteholders and (iii) the Class A-3 Notes, to the Class A-3 Noteholders. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture. Section 3.02. Maintenance of Office or Agency. _______________, as agent for the Issuer, shall maintain in The City of New York, an office or agency where Notes may be surrendered for registration of transfer or exchange, and where notices and demands to or upon the Issuer in respect of the Notes and this Indenture may be served. The Issuer hereby initially appoints the Trustee to serve as its agent for the foregoing purposes. The Issuer shall give prompt written notice to the Trustee of the location, and of any change in the location, of any such office or agency. If at any time the Issuer shall fail to maintain any such office or agency or shall fail to furnish the Trustee with the address thereof, such surrenders, notices and demands may be made or served at the Corporate Trust Office, and the Issuer hereby appoints the Trustee as its agent to receive all such surrenders, notices and demands. Section 3.03. Money for Payments to be Held in Trust. As provided in Sections 5.06 and 8.02, all payments of amounts due and payable with respect to any Notes that are to be made from amounts withdrawn from the Collection Account and the Note Distribution Account pursuant to Section 8.02(b) shall be made on behalf of the Issuer by the Trustee or by another Paying Agent, and no amounts so withdrawn from the Collection Account and the Note Distribution Account for payments of Notes shall be paid over to the Issuer except as provided in this Section. On each Deposit Date and Redemption Date, the Issuer shall deposit or cause to be deposited in the Note Distribution Account an aggregate sum sufficient to pay the amounts then becoming due, such sum to be held in trust for the benefit of the Persons entitled thereto and (unless the Paying Agent is the Trustee) shall promptly notify the Trustee of its action or its failure to so act. The Issuer shall cause each Paying Agent other than the Trustee to execute and deliver to the Trustee an instrument in which such Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section, that such Paying Agent will: (a) hold all sums held by it for the payment of amounts due with respect to the Notes in trust for the benefit of the Persons entitled thereto until such sums shall be paid 18 25 to such Persons or otherwise disposed of as herein provided and pay such sums to such Persons as herein provided; (b) give the Trustee notice of any default by the Issuer (or any other obligor upon the Notes) in the making of any payment required to be made with respect to the Notes; (c) at any time during the continuance of any such default, upon the written request of the Trustee, forthwith pay to the Trustee all sums so held in trust by such Paying Agent; (d) immediately resign as Paying Agent and forthwith pay to the Trustee all sums held by it in trust for the payment of Notes if at any time it ceases to meet the standards required to be met by a Paying Agent at the time of its appointment; and (e) comply with all requirements of the Code with respect to the withholding from any payments made by it on any Notes of any applicable withholding Taxes imposed thereon and with respect to any applicable reporting requirements in connection therewith. The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the Trustee all sums held in trust by such Paying Agent, such sums to be held by the Trustee upon the same trusts as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Trustee, such Paying Agent shall be released from all further Liability with respect to such money. Subject to applicable laws with respect to escheat of funds, any money held by the Trustee or any Paying Agent in trust for the payment of any amount due with respect to any Note and remaining unclaimed for two years after such amount has become due and payable shall be discharged from such trust, and upon receipt of an Issuer Request, shall be deposited by the Trustee in the Collection Account; and the related Noteholder shall thereafter, as an unsecured general creditor, look only to the Issuer for payment thereof, and all Liability of the Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Issuer cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in The City of New York, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining shall be repaid to or for the account of the Issuer. The Trustee may also adopt and employ, at the expense of the Issuer, any other reasonable means of notification of such repayment (including, but not limited to, mailing notice of such repayment to Noteholders the Notes of which have been called but have not been surrendered for redemption or whose right to or interest in monies due and payable but not claimed is determinable from the records of the Trustee or of any Paying Agent, at the last address of record for each such Noteholder). 19 26 Section 3.04. Existence. The Issuer shall keep in full effect its existence, rights and franchises as a business trust under the laws of the State of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes, organized under the laws of any other State or of the United States, in which case the Issuer shall keep in full effect its existence, rights and franchises under the laws of such other jurisdiction) and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Indenture, the Notes, the Collateral and each other instrument or agreement included in the Indenture Trust Estate. Section 3.05. Protection of Indenture Trust Estate. The Issuer intends the security interest Granted pursuant to this Indenture in favor of the Trustee on behalf of the Noteholders to be prior to all other Liens in respect of the Indenture Trust Estate, and the Issuer shall take all actions necessary to obtain and maintain, for the benefit of the Trustee on behalf of the Noteholders, a first Lien on and a first priority, perfected security interest in the Indenture Trust Estate. The Issuer shall from time to time execute and deliver all such supplements and amendments hereto and all such financing statements, continuation statements, instruments of further assurance and other instruments, all as prepared by the Servicer and delivered to the Issuer, and shall take such other action necessary or advisable to: (a) Grant more effectively all or any portion of the Indenture Trust Estate; (b) maintain or preserve the Lien and security interest (and the priority thereof) created by this Indenture or carry out more effectively the purposes hereof; (c) perfect, publish notice of or protect the validity of any Grant made or to be made by this Indenture; (d) enforce any of the Collateral; (e) preserve and defend title to the Indenture Trust Estate and the rights of the Trustee and the Noteholders in such Indenture Trust Estate against the Claims of all persons and parties; or (f) pay all Taxes or assessments levied or assessed upon the Indenture Trust Estate when due. The Issuer hereby designates the Trustee its agent and attorney-in-fact to execute all financing statements, continuation statements or other instruments required to be executed pursuant to this Section. Section 3.06. Opinions as to Indenture Trust Estate. (a) Promptly after the execution and delivery of this Indenture, the Issuer shall furnish to the Trustee an Opinion of Counsel to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Trustee's first priority perfected security interest in the Collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to 20 27 prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. (b) Within 90 days after the beginning of each calendar year, beginning with the first calendar year beginning more than three months after the Initial Cut-Off Date, the Issuer shall furnish to the Trustee an Opinion of Counsel, dated as of a date during such 90-day period, to the effect that, in the opinion of such counsel, either (i) all financing statements and continuation statements have been executed and filed that are necessary to create and continue the Trustee's first priority perfected security interest in the Collateral for the benefit of the Noteholders, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (ii) no such action shall be necessary to perfect such security interest. Section 3.07. Performance of Obligations; Servicing of Receivables. (a) The Issuer shall not take any action and shall use its best efforts not to permit any action to be taken by others, including the Servicer, that would release any Person from any of such Person's material covenants or obligations under any instrument or agreement included in the Indenture Trust Estate or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any such instrument or agreement, except as expressly provided in the Basic Documents or such other instrument or agreement. (b) The Issuer may contract with other Persons to assist it in performing its duties and obligations under this Indenture, and any performance of such duties by a Person identified to the Trustee in an Officer's Certificate shall be deemed to be action taken by the Issuer. The Trustee shall not be responsible for the action or inaction of the Servicer or the Administrator. Initially, the Issuer has contracted with the Servicer and the Administrator to assist the Issuer in performing its duties under this Indenture. (c) The Issuer shall, and shall cause the Administrator to, punctually perform and observe all of the obligations and agreements of the Issuer and the Administrator contained in this Indenture, the other Basic Documents and in the instruments and agreements included in the Indenture Trust Estate, including but not limited to filing or causing to be filed all UCC financing statements and continuation statements required to be filed by the terms of this Indenture and the other Basic Documents in accordance with and within the time periods provided for herein and therein. Except as otherwise expressly provided therein, the Issuer shall not waive, amend, modify, supplement or terminate any Basic Document or any provision thereof without the consent of the Trustee or Noteholders representing at least a majority of the Outstanding Amount or such greater percentage as may be specified in the particular provision. (d) If the Issuer shall have knowledge of the occurrence of a Servicer Default, the Issuer shall promptly notify the Trustee and each Rating Agency thereof, and shall specify in such notice the action, if any, the Issuer is taking with respect of such default. If a Servicer Default shall arise from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the Issuer shall take all reasonable steps available to it to remedy such failure. 21 28 (e) If the Issuer has given notice of termination to the Servicer of the Servicer's rights and powers pursuant to Section 8.02 of the Sale and Servicing Agreement, as promptly as possible thereafter, the Issuer shall appoint a successor servicer (the "Successor Servicer"), and such Successor Servicer shall accept its appointment by a written assumption in a form acceptable to the Trustee. In the event that a Successor Servicer has not been appointed and accepted its appointment at the time when the Servicer ceases to act as Servicer, the Trustee without further action shall automatically be appointed the Successor Servicer. The Trustee may resign as the Successor Servicer by giving written notice of such resignation to the Issuer and in such event will be released from such duties and obligations, such release not to be effective until the date a new servicer enters into a servicing agreement with the Issuer as provided below. Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new servicer as the Successor Servicer under the Sale and Servicing Agreement. Any Successor Servicer other than the Trustee shall (i) be an established financial institution having a net worth of not less than $50,000,000 and whose regular business includes the servicing of motor vehicle receivables and (ii) enter into a servicing agreement with the Issuer having substantially the same provisions as the provisions of the Sale and Servicing Agreement applicable to the Servicer. If within 30 days after the delivery of the notice referred to above, the Issuer shall not have obtained such a new Servicer, the Trustee may appoint, or may petition a court of competent jurisdiction to appoint, a Successor Servicer. In connection with any such appointment, the Trustee may make such arrangements for the compensation of such successor as it and such successor shall agree, subject to the limitations set forth below and in the Sale and Servicing Agreement, and in accordance with Section 8.02 of the Sale and Servicing Agreement, the Issuer shall enter into an agreement with such successor for the servicing of the Receivables (such agreement to be in form and substance satisfactory to the Trustee). If the Trustee shall succeed to the Servicer's duties as servicer of the Receivables as provided herein, it shall do so in its individual capacity and not in its capacity as Trustee and, accordingly, the provisions of Article Six shall be inapplicable to the Trustee in its duties as the successor to the Servicer and the servicing of the Receivables. In case the Trustee shall become successor to the Servicer under the Sale and Servicing Agreement, the Trustee shall be entitled to appoint as Servicer one of its Affiliates, provided that it shall be fully liable for the actions and omissions of such Affiliate in such capacity as Successor Servicer. (f) Upon any termination of the Servicer's rights and powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify the Trustee. As soon as a Successor Servicer is appointed, the Issuer shall notify the Trustee of such appointment, specifying in such notice the name and address of such Successor Servicer. (g) The Issuer agrees that it will not waive timely performance or observance by the Servicer or the Seller of their respective duties under the Basic Documents if the effect thereof would adversely affect the Noteholders. Section 3.08. Negative Covenants. Until the Termination Date, the Issuer shall not: (a) except as expressly permitted by the Basic Documents, sell, transfer, exchange or otherwise dispose of any of the properties or assets of the Issuer, including those included in the Indenture Trust Estate; 22 29 (b) claim any credit on, or make any deduction from the principal or interest payable in respect of, the Notes (other than amounts properly withheld from such payments under the Code or applicable state law) or assert any Claim against any present or former Noteholder by reason of the payment of the Taxes levied or assessed upon any part of the Indenture Trust Estate; (c) (i) permit the validity or effectiveness of this Indenture to be impaired, or permit the Lien created by this Indenture to be amended, hypothecated, subordinated, terminated or discharged, or permit any Person to be released from any covenants or obligations with respect to the Notes under this Indenture except as may be expressly permitted hereby, (ii) permit any Lien, excise, Claim, mortgage or other encumbrance (other than the Lien of this Indenture) to be created on or extend to or otherwise arise upon or burden the Indenture Trust Estate or any part thereof or any interest therein or the proceeds thereof (other than tax Liens, mechanics' Liens and other Liens that arise by operation of law, in each case on a Financed Vehicle and arising solely as a result of an action or omission of the related Obligor), (iii) permit the Lien created by this Indenture not to constitute a valid first priority (other than with respect to any such tax, mechanics' or other Lien) security interest in the Indenture Trust Estate or (iv) amend, modify or fail to comply with the provisions of the Basic Documents without the prior written consent of the Owner Trustee, except where the Basic Documents allow for amendment or modification without the consent or approval of the Owner Trustee; or (d) dissolve or liquidate in whole or in part. Section 3.09. Annual Statement as to Compliance. The Issuer shall deliver to the Trustee, on or before 120 days after the end of each fiscal year of the Issuer (commencing with the fiscal year ended December 31, 1999), an Officer's Certificate stating, as to the Authorized Officer signing such Officer's Certificate, that: (a) a review of the activities of the Issuer during such year and of performance under this Indenture has been made under such Authorized Officer's supervision; and (b) to the best of such Authorized Officer's knowledge, based on such review, the Issuer has complied with all conditions and covenants under this Indenture throughout such year, or, if there has been a default in the compliance of any such condition or covenant, specifying each such default known to such Authorized Officer and the nature and status thereof. Section 3.10. Issuer May Consolidate Only on Certain Terms. (a) The Issuer shall not consolidate or merge with or into any other Person, unless: (i) the Person (if other than the Issuer) formed by or surviving such consolidation or merger shall be a Person organized and existing under the laws of the United States or any State and shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all Notes and the 23 30 performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein or therein; (ii) immediately after giving effect to such consolidation or merger, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied; and (iv) the Issuer shall have received an Opinion of Counsel that shall be delivered to and shall be satisfactory to the Trustee to the effect that such consolidation or merger will not have any material adverse tax consequence to the Trust or any Securityholder; (b) The Issuer shall not convey or transfer all or substantially all of its properties or assets, including those included in the Indenture Trust Estate, to any Person (except as expressly permitted by the Basic Documents), unless: (i) the Person that acquires by conveyance or transfer the properties and assets of the Issuer shall (A) be a United States citizen or a Person organized and existing under the laws of the United States or any State, (B) expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form and substance satisfactory to the Trustee, the due and punctual payment of the principal of and interest on all Notes and the performance or observance of every agreement and covenant of this Indenture and each other Basic Document on the part of the Issuer to be performed or observed, all as provided herein, (C) expressly agree by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of the Noteholders, (D) unless otherwise provided in such supplemental indenture, expressly agree to indemnify, defend and hold harmless the Issuer against and from any Loss arising under or related to this Indenture and the Notes and (E) expressly agree by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Notes; (ii) immediately after giving effect to such conveyance or transference, no Default or Event of Default shall have occurred and be continuing; (iii) the Rating Agency Condition shall have been satisfied with respect to such conveyance or transference; (iv) the Issuer shall have received an Opinion of Counsel that shall be delivered to and shall be satisfactory to the Trustee to the effect that such conveyance or transference will not have any material adverse tax consequence to the Trust or any Securityholder; 24 31 (v) any action as is necessary to maintain the Lien and security interest created by this Indenture shall have been taken; and (vi) the Issuer shall have delivered to the Trustee an Officer's Certificate and an Opinion of Counsel (which shall describe the actions taken as required by clause (v) above or that no such actions will be taken) each stating that such conveyance or transference and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with (including any filings required by the Exchange Act). Section 3.11. Successor or Transferee. (a) Upon any consolidation or merger of the Issuer in accordance with Section 3.10(a), the Person formed by or surviving such consolidation or merger (if other than the Issuer) shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Indenture with the same effect as if such Person had been named as the Issuer herein. (b) Upon a conveyance or transfer of all or substantially all the assets or properties of the Issuer pursuant to Section 3.10(b), the Issuer shall be released from every covenant and agreement of this Indenture to be observed or performed on the part of the Issuer with respect to the Notes immediately upon the delivery of written notice to the Trustee stating that the Issuer is to be so released. Section 3.12. No Other Business. The Issuer shall not engage in any business other than financing, purchasing, owning, selling and managing the Receivables in the manner contemplated by this Indenture and the other Basic Documents and activities incidental thereto. Section 3.13. No Borrowing. The Issuer shall not issue, incur, assume, guarantee or otherwise become liable, directly or indirectly, for any Indebtedness except (i) for the Notes, (ii) pursuant to any Advances made to it by the Servicer and (iii) for any other Indebtedness permitted by or arising under the other Basic Documents. Section 3.14. Servicer's Obligations. The Issuer shall cause the Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07 and Article Nine of the Sale and Servicing Agreement. Section 3.15. Guarantees, Loans, Advances and Other Liabilities. Except as otherwise contemplated by the Basic Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having the effect of assuming another's payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, any other interest in, or make any capital contribution to, any other Person. Section 3.16. Capital Expenditures. The Issuer shall not make any expenditure (by long-term or operating lease or otherwise) for capital assets (either realty or personalty). 25 32 Section 3.17. Restricted Payments. Except as expressly permitted by the Basic Documents, the Issuer shall not, directly or indirectly, (i) pay any dividend or make any distribution (by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, to the Owner Trustee or any owner of a beneficial interest in the Issuer or otherwise with respect to any ownership or equity interest or security in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for value any such ownership or equity interest or security or (iii) set aside or otherwise segregate any amounts for any such purpose; provided, however, that the Issuer may make, or cause to be made, (A) distributions to the Servicer, the Trustees and the Securityholders as contemplated by, and to the extent funds are available for such purpose under, the Sale and Servicing Agreement or the Trust Agreement and (B) payments to the Trustees pursuant to Section 1(a)(ii) of the Administration Agreement. The Issuer shall not, directly or indirectly, make payments to or distributions from the Collection Account except in accordance with this Indenture and the other Basic Documents. Section 3.18. Notice of Events of Default. The Issuer agrees to give the Trustee and each Rating Agency prompt written notice of each Event of Default hereunder and each default on the part of the Servicer or the Seller of their respective obligations under the Sale and Servicing Agreement. Section 3.19. Further Instruments and Acts. Upon request of the Trustee, the Issuer shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture. Section 3.20. Compliance with Laws. The Issuer shall comply with the requirements of all applicable laws, the non-compliance with which would, individually or in the aggregate, materially and adversely affect the ability of the Issuer to perform its obligations under the Notes, this Indenture or any other Basic Document. Section 3.21. Amendments of Sale and Servicing Agreement and Trust Agreement. The Issuer shall not agree to any amendment to Section 10.01 of the Sale and Servicing Agreement or Section 11.01 of the Trust Agreement to eliminate the requirements thereunder that the Trustee or the Noteholders consent to amendments thereto as provided therein. Section 3.22. Removal of Administrator. The Issuer shall not remove the Administrator without cause unless the Rating Agency Condition shall have been satisfied in connection with such removal. 26 33 ARTICLE FOUR SATISFACTION AND DISCHARGE Section 4.01. Satisfaction and Discharge of Indenture. This Indenture shall cease to be of further effect with respect to the Notes except as to (a) rights of registration of transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments of principal thereof and interest thereon, (d) Sections 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.12, 3.13, 3.20 and 3.21, (e) the rights, obligations and immunities of the Trustee hereunder (including the rights of the Trustee under Section 6.08 and the obligations of the Trustee under Section 4.02) and (f) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Trustee payable to all or any of them, which shall survive the Class A-3 Final Scheduled Distribution Date and extend through any preference period applicable with respect to the Notes or any payments made in respect of the Notes, and the Trustee, on demand of and at the expense of the Issuer, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture with respect to the Notes, when (i) either (A) all Notes theretofore authenticated and delivered (other than (1) Notes that have been destroyed, lost or stolen and that have been replaced or paid as provided in Section 2.05 and (2) Notes for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Issuer and thereafter repaid to the Issuer or discharged from such trust, as provided in Section 3.03) have been delivered to the Trustee for cancellation; or (B) all Notes not theretofore delivered to the Trustee for cancellation: (1) have become due and payable, (2) will become due and payable at the Class A-3 Final Scheduled Distribution Date within one year, or (3) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Issuer; and the Issuer, in the case of clauses (1), (2) or (3) above, has irrevocably deposited or caused to be irrevocably deposited with the Trustee cash or direct obligations of or obligations guaranteed by the United States (which will mature prior to the date such amounts are payable), in trust in an Eligible Account for such purpose, in an amount sufficient to pay and discharge the entire indebtedness on such Notes not theretofore delivered to the Trustee for cancellation when due to the Note Final Scheduled Distribution Date or Redemption Date (if the Notes 27 34 shall have been called for redemption pursuant to Section 10.01), as the case may be; (C) the Issuer has paid or performed or caused to be paid or performed all amounts and obligations the Issuer may owe to or on behalf of the Trustee for the benefit of the Noteholders under this Indenture or the Notes; and (D) the Issuer has delivered to the Trustee an Officer's Certificate, an Opinion of Counsel and (if required by the TIA and the Trustee) an Independent Certificate from a firm of certified public accountants, each meeting the applicable requirements of Section 11.01(a) and, subject to Section 11.02, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with (and, in the case of the foregoing Officer's Certificate, stating that the Rating Agency Condition has been satisfied). Section 4.02. Application of Trust Money. All monies deposited with the Trustee pursuant to Section 4.01 shall be held in trust and applied by it, in accordance with the provisions of the Notes and this Indenture, to the payment, either directly or through any Paying Agent, as the Trustee may determine, to the related Noteholders for the payment or redemption of which such monies have been deposited with the Trustee, of all sums due and to become due thereon for principal and interest; but such monies need not be segregated from other funds except to the extent required herein or in the Sale and Servicing Agreement or required by law. Section 4.03. Repayment of Monies Held by Paying Agent. In connection with the satisfaction and discharge of this Indenture with respect to the Notes, all monies then held by any Paying Agent other than the Trustee under the provisions of this Indenture with respect to such Notes shall, upon demand of the Issuer, be paid to the Trustee to be held and applied according to Section 3.03 and thereupon such Paying Agent shall be released from all further Liability with respect to such monies. 28 35 ARTICLE FIVE REMEDIES Section 5.01. Events of Default. "Event of Default," wherever used herein, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body): (a) default by the Issuer in the payment of any interest on any Note when the same becomes due and payable, and such default shall continue for a period of five days; (b) default by the Issuer in the payment of the principal of or any installment of the principal of any Note when the same becomes due and payable; (c) default in the observance or performance of any covenant or agreement of the Issuer made in this Indenture (other than a covenant or agreement, a default in the observance or performance of which is elsewhere in this Section specifically dealt with), and such default shall continue or not be cured for a period of 60 days after there shall have been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by Noteholders representing at least 25% of the Voting Interest thereof, voting together as a single Class, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (d) any representation or warranty of the Issuer made in this Indenture or in any certificate or other writing delivered pursuant hereto or in connection herewith proves to have been incorrect in any material respect as of the time when the same shall have been made, and the circumstance or condition in respect of which such misrepresentation or warranty was incorrect shall not have been eliminated or otherwise cured for a period of 30 days after there shall have been given, by registered or certified mail, to the Issuer by the Trustee or to the Issuer and the Trustee by Noteholders representing at least 25% of the Voting Interest thereof, voting together as a single Class, a written notice specifying such default or incorrect representation or warranty and requiring it to be remedied and stating that such notice is a "Notice of Default" hereunder; (e) the filing of a decree or order for relief by a court having jurisdiction in the premises in respect of the Issuer or any substantial part of the Indenture Trust Estate in an involuntary case under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official of the Issuer or for any substantial part of the Indenture Trust Estate, or ordering the winding-up or liquidation of the Issuer's affairs, and such decree or order shall remain unstayed and in effect for a period of 60 consecutive days; or 29 36 (f) the commencement by the Issuer of a voluntary Proceeding under any applicable federal or state bankruptcy, insolvency or other similar law now or hereafter in effect, or the consent by the Issuer to the entry of an order for relief in an involuntary Proceeding under any such law, or the consent by the Issuer to the appointment or taking possession by a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official with respect to the Issuer or any substantial part of the Indenture Trust Estate, or the making by the Issuer of any general assignment for the benefit of creditors, or the failure by the Issuer generally to pay its debts as such debts become due, or the taking of action by the Issuer in furtherance of any of the foregoing. The Issuer shall deliver to the Trustee, within five days after obtaining knowledge of the occurrence thereof, written notice in the form of an Officer's Certificate of any event that with the giving of notice and the lapse of time would become an Event of Default under paragraph (c) above, its status and what action the Issuer is taking or proposes to take with respect thereto. If the Trustee knows or has received notice that an Event of Default has occurred and is continuing, the Trustee shall mail to each Noteholder notice of such Event of Default within 30 days after obtaining knowledge or receiving notice thereof. Except in the case of a failure to pay principal of or interest on any Note, the Trustee may withhold such notice if and so long as it determines in good faith that withholding such notice is in the interests of the Noteholders. Section 5.02. Rights upon Event of Default. (a) If an Event of Default shall have occurred and be continuing, the Trustee may (or, if so requested in writing by Noteholders representing not less than a majority of the Outstanding Amount, voting together as a single Class, shall) declare by written notice to the Issuer that the Notes are to become, whereupon they shall become, immediately due and payable at par, together with accrued interest thereon. Such declaration may be rescinded by a request in writing to the Trustee by Noteholders representing not less than a majority of the Outstanding Amount, voting together as a single Class. Following a declaration of acceleration upon an Event of Default, (i) the Noteholders shall be entitled to ratable repayment of principal on the basis of their respective Outstanding Amounts and (ii) repayment in full of the accrued interest on the Notes, and any such payments shall be made prior to any further payment of interest on the Certificates or in respect of the Certificate Balance. Section 5.03. Collection of Indebtedness and Suits for Enforcement by Trustee. (a) The Issuer covenants that if the Notes are accelerated following the occurrence of an Event of Default, the Issuer shall, upon demand of the Trustee, pay to it, for the benefit of the Noteholders, the entire amount then due and payable on such Notes for principal and interest, with interest on the overdue principal, and, to the extent payment at such rate of interest shall be legally enforceable, upon overdue installments of interest at the related Interest Rate; and in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee and its agents and counsel. (b) The Trustee hereby irrevocably and unconditionally appoints the Owner Trustee as the true and lawful attorney-in-fact of such Person for so long as such Person is not the Owner 30 37 Trustee, with full power of substitution, to execute, acknowledge and deliver any notice, document, certificate, paper, pleading or instrument and to do in the name of the Owner Trustee as well as in the name, place and stead of such Person such acts, things and deeds for or on behalf of and in the name of such Person under this Indenture (including specifically under Section 5.04) and under the other Basic Documents that such Person could or might do or that may be necessary, desirable or convenient in such Owner Trustee's sole discretion to effect the purposes contemplated hereunder and under the other Basic Documents and, without limitation, following the occurrence of an Event of Default, exercise full right, power and authority to take, or defer from taking, any and all acts with respect to the administration, maintenance or disposition of the Indenture Trust Estate. (c) If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce the rights of the Noteholders, by such appropriate Proceedings as the Trustee shall deem most effective to protect and enforce any such rights, whether (i) for the specific enforcement of any covenant or agreement in this Indenture, (ii) in aid of the exercise of any power granted herein, (iii) to collect amounts due or foreclose on the property of the Trust, (iv) to exercise remedies as a secured party, (v) to sell the Receivables or (vi) to enforce any other proper remedy or legal or equitable right vested in the Trustee by this Indenture or by law. Notwithstanding the foregoing, the Trustee may elect to have the Trust maintain possession of the Receivables and continue to apply collections on the Receivables as if there had been no declaration of acceleration. (d) In case there shall be pending, relative to the Issuer or any other obligor on the Notes or any Person having or claiming an ownership interest in the Indenture Trust Estate, Proceedings under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or other similar law, or in case a receiver, assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or similar official shall have been appointed for or taken possession of the Issuer or its property or such other obligor or Person, or in case of any other comparable judicial Proceedings relative to the Issuer or other obligor upon the Notes, or to the creditors or property of the Issuer or such other obligor, the Trustee, irrespective of whether the principal of any Notes shall then be due and payable as therein expressed or by declaration or otherwise and irrespective of whether the Trustee shall have made any demand pursuant to the provisions of this Section, shall be entitled and empowered, by intervention in such Proceedings or otherwise: (i) to file and prove Claims for the entire amount of principal and interest owing and unpaid in respect of the Notes and to file such other papers or documents as may be necessary or advisable in order to have the Claims of the Trustee (including any Claim for reasonable compensation to the Trustee and each predecessor Trustee, and their respective agents, attorneys and counsel, and for reimbursement of all Liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee, except as a result of negligence or bad faith) and of the Noteholders allowed in such Proceedings; (ii) unless prohibited by applicable law and regulations, to vote on behalf of the Noteholders in any election of a trustee, a standby trustee or Person performing similar functions in any such Proceedings; 31 38 (iii) to collect and receive any monies or other property payable or deliverable on any such Claims and to distribute all amounts received with respect to the Claims of the Noteholders and of the Trustee on their behalf; and (iv) to file such proofs of Claim and other papers or documents as may be necessary or advisable in order to have the Claims of the Trustee or the Noteholders allowed in any judicial proceedings relative to the Issuer, its creditors and its property; and any trustee, receiver, liquidator, custodian or other similar official in any such Proceeding is hereby authorized by each of the Noteholders to make payments to the Trustee, and, in the event that the Trustee shall consent to the making of payments directly to the Noteholders, to pay to the Trustee such amounts as shall be sufficient to cover reasonable compensation to the Trustee, each predecessor Trustee and their respective agents, attorneys and counsel, and all other Liabilities incurred, and all advances made, by the Trustee and each predecessor Trustee except as a result of negligence or bad faith. (e) Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or vote for or accept or adopt on behalf of any Noteholder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Noteholder or to authorize the Trustee to vote in respect of the Claim of any Noteholder in any such proceeding except, as aforesaid, to vote for the election of a trustee in bankruptcy or similar Person. (f) All rights of action and of asserting Claims under this Indenture or under any Note, may be enforced by the Trustee without the possession of any of the Notes or the production thereof in any trial or other Proceedings relative thereto, and any such action or Proceedings instituted by the Trustee shall be brought in its own name as trustee of an express trust, and any recovery of judgment, subject to the payment of the expenses, disbursements and compensation of the Trustee, each predecessor Trustee and their respective agents and attorneys, shall be for the ratable benefit of the Noteholders. (g) In any Proceedings brought by the Trustee (including any Proceedings involving the interpretation of any provisions of this Indenture), the Trustee shall be held to represent all the Noteholders, and it shall not be necessary to make any Noteholder a party to any such Proceedings. Section 5.04. Remedies. If an Event of Default shall have occurred and be continuing, the Owner Trustee may (subject to Sections 5.02 and 5.05): (a) institute Proceedings in its own name and as or on behalf of a trustee of an express trust for the collection of all amounts then payable on the Notes or under this Indenture with respect thereto, whether by declaration or otherwise, enforce any judgment obtained, and collect from the Issuer and any other obligor upon such Notes monies adjudged due; (b) institute Proceedings from time to time for the complete or partial foreclosure of this Indenture with respect to the Indenture Trust Estate; 32 39 (c) exercise any remedies of a secured party under the UCC and any other remedy available to the Trustee and take any other appropriate action to protect and enforce the rights and remedies of the Trustee on behalf of the Noteholders under this Indenture or the Notes; and (d) direct the Trustee or the Servicer to sell or otherwise liquidate the Indenture Trust Estate or any portion thereof or rights or interests therein, at one or more public or private sales called and conducted in any manner permitted by law and deliver the proceeds of such sale or liquidation to the Trustee for distribution in accordance with the terms of this Indenture; provided, however, that except as otherwise provided in the immediately succeeding sentence, no such sale or liquidation may be made if the proceeds of such sale or liquidation distributable to the Noteholders would not be sufficient to pay all outstanding principal of and accrued interest on the Notes. Notwithstanding the foregoing, the proceeds of such sale or liquidation need not be sufficient to pay all outstanding principal of and accrued interest on the Notes if the Trustee is the Owner Trustee and (A) Noteholders representing 100% of the Voting Interest thereof, voting together as a single Class, consent to such sale or liquidation or (B) (1) the Trustee determines that the Indenture Trust Estate will not continue to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, (2) the Trustee provides prior written notice of such sale or liquidation to each Rating Agency and (3) Noteholders representing 66 2/3% of the Voting Interest thereof, voting together as a single Class, consent to such sale or liquidation. In determining such sufficiency or insufficiency of (i) the proceeds of such sale or liquidation to pay all outstanding principal of and accrued interest on the Notes or (ii) the Indenture Trust Estate to provide sufficient funds for the payment of principal of and interest on the Notes as they would have become due if the Notes had not been declared due and payable, the Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Indenture Trust Estate for such purpose. Section 5.05. Preservation of the Receivables. (a) If the Trustee is the Owner Trustee and if the Notes have been declared to be due and payable under Section 5.02 following an Event of Default and such declaration and its consequences have not been rescinded and annulled, the Trustee may, but need not, elect to maintain possession of the Indenture Trust Estate. It is the intent of the parties hereto and the Noteholders that there be at all times sufficient funds for the payment of principal of and interest on the Notes, and the Trustee shall take such intent into account in determining whether or not to maintain possession of the Indenture Trust Estate. In so determining, the Trustee may, but need not, obtain and rely upon an opinion of an Independent investment banking or accounting firm of national reputation as to the feasibility of such proposed action and as to the sufficiency of the Indenture Trust Estate for such purpose. 33 40 (b) Notwithstanding anything herein to the contrary, the Trustee shall not sell the Receivables following an Event of Default, other than an Event of Default described in Section 5.01(a), unless (i) the Holders of all Outstanding Notes consent to such sale, (ii) the proceeds of such sale are sufficient to pay in full the principal of and the accrued interest on such Outstanding Notes at the date of such sale or (iii) the Trustee determines that the proceeds of sale of the Receivables would not be sufficient on an ongoing basis to make all payments on the Notes as such payments would have become due if such obligations had not been declared due and payable, and the Trustee obtains the consent of Noteholders representing not less than 66 2/3% of the Voting Interest thereof. Section 5.06. Priorities. (a) If the Trustee collects any money or property pursuant to this Article, it shall pay out such money or property in the following order and priority: (i) amounts due and owing and required to be distributed to the Servicer pursuant to Section 6.07(b)(i) of the Sale and Servicing Agreement and not previously distributed; (ii) to each Class of Noteholders, accrued and unpaid interest on the outstanding principal amount of the related Class of Notes at the related Interest Rate, together with, to the extent permitted by applicable law, interest at the related Interest Rate on any interest accrued but not timely paid; (iii) to the Holders of the Class A-1 Notes for amounts due and unpaid on the Class A-1 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-1 Notes for principal, until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iv) to the Holders of the Class A-2 Notes for amounts due and unpaid on the Class A-2 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-2 Notes for principal, until the Outstanding Amount of the Class A-2 Notes is reduced to zero; (v) to the Holders of the Class A-3 Notes for amounts due and unpaid on the Class A-3 Notes for principal, ratably, without preference or priority of any kind, according to the amounts due and payable on the Class A-3 Notes for principal, until the Outstanding Amount of the Class A-3 Notes is reduced to zero; (vi) amounts due and unpaid on the Certificates for interest and principal, to the Owner Trustee for distribution to the Certificateholders in accordance with Section 5.02(a) of the Trust Agreement; and (vii) any amounts remaining after making the distributions described in clauses (i) through (vi) above, shall be deposited into the Note Distribution Account for payment to Noteholders as an Accelerated Principal Distribution Amount. 34 41 (b) The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section. At least 15 days before such record date, the Issuer shall mail to each Noteholder and the Trustee a notice that states such record date, the payment date and the amount to be paid. Section 5.07. Limitation of Suits. No Noteholder shall have any right to institute any Proceeding with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless: (a) such Noteholder has previously given written notice to the Trustee of a continuing Event of Default; (b) Noteholders representing not less than 25% of the Voting Interest thereof, voting together as a single Class, have made written request to the Trustee to institute such Proceeding in respect of such Event of Default in its own name as Trustee hereunder; (c) such Noteholder has offered to the Trustee reasonable indemnity against the Liabilities to be incurred in complying with such request; (d) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute such Proceedings; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by Noteholders representing a majority of the Outstanding Amount, voting together as a single Class. It is understood and intended that no Noteholder shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Noteholders or to obtain or to seek to obtain priority or preference over any other Noteholder or to enforce any right under this Indenture, except in the manner provided herein. In the event the Trustee shall receive conflicting or inconsistent requests and indemnity from two or more groups of Noteholders, each representing less than a majority of the Outstanding Amount, the Trustee in its sole discretion may determine what action, if any, shall be taken, notwithstanding any other provisions of this Indenture. Section 5.08. Unconditional Rights of Noteholders to Receive Principal and Interest. Notwithstanding any other provision in this Indenture, any Noteholder shall have the right, which is absolute and unconditional, to receive payment of the principal of and interest on such Noteholder's Note on or after the respective due dates thereof expressed in such Note or in this Indenture (or, in the case of redemption, on or after the Redemption Date) and to institute suit for the enforcement of any such payment, and such right shall not be impaired without the consent of such Noteholder. 35 42 Section 5.09. Restoration of Rights and Remedies. If the Owner Trustee or any Noteholder has instituted any Proceeding to enforce any right or remedy under this Indenture and such Proceeding has been discontinued or abandoned for any reason or has been determined adversely to the Trustee or to such Noteholder, then and in every such case the Issuer, the Trustee and the Noteholders shall, subject to any determination in such Proceeding, be restored severally and respectively to their former positions hereunder, and thereafter all rights and remedies of the Trustee and the Noteholders shall continue as though no such Proceeding had been instituted. Section 5.10. Rights and Remedies Cumulative. No right or remedy herein conferred upon or reserved to the Owner Trustee or the Noteholders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion of any other appropriate right or remedy. Section 5.11. Delay or Omission Not a Waiver. No delay or omission of the Owner Trustee or any Noteholder to exercise any right or remedy accruing upon any Default or Event of Default shall impair any such right or remedy or constitute a waiver of any such Default or Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or the Noteholders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or the Noteholders, as the case may be. Section 5.12. Control by Noteholders. Noteholders representing a majority of the Outstanding Amount, voting together as a single Class, shall have the right to direct the time, method and place of conducting any Proceeding or any remedy available to the Trustee with respect to the Notes or exercising any trust or power conferred upon the Trustee; provided, that: (a) such direction shall not be in conflict with any rule of law or this Indenture; (b) subject to the terms of Section 5.04, any direction to the Trustee to sell or liquidate the Indenture Trust Estate shall be by Noteholders representing not less than 100% of the Voting Interest thereof; (c) if the conditions set forth in Section 5.05 have been satisfied and the Trustee elects to retain the Indenture Trust Estate pursuant to such Section, any direction to the Trustee by Noteholders representing less than 100% of the Voting Interest thereof to sell or liquidate the Indenture Trust Estate shall be of no force and effect; and (d) the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Notwithstanding the rights of the Noteholders set forth in this Section, subject to Section 6.01, the Trustee need not take any action that it determines, in its sole discretion, might involve it in Liability or that might materially adversely affect the rights of any Noteholders not consenting to such action. 36 43 Section 5.13. Waiver of Past Defaults. Noteholders representing not less than a majority of the Outstanding Amount may waive any past Default or Event of Default and its consequences except a Default (i) in payment of principal of or interest on any of the Notes or (ii) in respect of a covenant or provision hereof that cannot be modified without the waiver or consent of each Noteholder. In the case of any such waiver, the Issuer, the Trustee and the Noteholders shall be restored to their former positions and rights hereunder, respectively; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereto. Upon any such waiver, such Default shall cease to exist and be deemed to have been cured and not to have occurred, and any Event of Default arising therefrom shall be deemed to have been cured and not to have occurred, for every purpose of this Indenture. Section 5.14. Undertaking for Costs. All parties to this Indenture agree, and each Noteholder by its acceptance of a Note shall be deemed to have agreed, that any court may in its discretion require, in any Proceeding for the enforcement of any right or remedy under this Indenture, or in any Proceeding against the Trustee for any action taken, suffered to be taken or omitted by it as Trustee, the filing by any party litigant in such Proceeding of an undertaking to pay the costs of such Proceeding and that such court may in its discretion assess reasonable costs, including reasonable attorneys' fees, against any party litigant in such Proceeding, having due regard to the merits and good faith of the claims or defenses made by such party litigant; but the provisions of this Section shall not apply to (i) any Proceeding instituted by the Trustee, (ii) any Proceeding instituted by any Noteholder, or group of Noteholders, in each case holding in the aggregate more than 10% of the Outstanding Amount or (iii) any Proceeding instituted by any Noteholder for the enforcement of the payment of principal of or interest on any Note on or after the respective Note Final Scheduled Distribution Dates expressed in such Note and in this Indenture (or, in the case of redemption, on or after the Redemption Date). Section 5.15. Waiver of Stay or Extension Laws. The Issuer covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead or in and manner whatsoever, claim or take the benefit or advantage of, any stay or extension law wherever enacted, now or at any time hereafter in force, that may affect the covenants or the performance of this Indenture; and the Issuer (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantages of any such law, and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted. Section 5.16. Action on Notes. The Trustee's right to seek and recover judgment on the Notes or under this Indenture shall not be affected by the seeking or obtaining of, or the application for, any other relief under or with respect to this Indenture. Neither the Lien of this Indenture nor any of the rights or remedies of the Trustee or the Noteholders shall be impaired by the recovery of any judgment by the Trustee against the Issuer or by the levy of any execution under such judgment upon any portion of the Indenture Trust Estate or upon any of the assets of the Issuer. Any money or property collected by the Trustee shall be applied in accordance with Section 5.06. 37 44 Section 5.17. Performance and Enforcement of Certain Obligations. (a) Promptly following a request from the Trustee to do so and at the Administrator's expense, the Issuer shall take such lawful action as the Trustee may request to compel or secure the performance and observance by the Seller and the Servicer, as applicable, of each of their obligations to the Issuer under or in connection with the Sale and Servicing Agreement in accordance with the terms thereof, and to exercise any and all rights, remedies, powers and privileges lawfully available to the Issuer under or in connection with the Sale and Servicing Agreement, to the extent and in the manner directed by the Trustee, including the transmission of notices of default on the part of the Seller or the Servicer thereunder and the institution of legal or administrative Proceedings to compel or secure performance by the Seller or the Servicer of each of their obligations under the Sale and Servicing Agreement. (b) If the Trustee is the Owner Trustee and if an Event of Default has occurred and is continuing, the Trustee may, and at the direction (which direction shall be in writing and may include a facsimile) of Noteholders representing 66 2/3% of the Voting Interest thereof, shall, exercise all rights, remedies, powers, privileges and Claims of the Issuer against the Seller or the Servicer under or in connection with the Sale and Servicing Agreement, including the right or power to take any action to compel or secure performance or observance by the Seller or the Servicer of each of their obligations to the Issuer under the Sale and Servicing Agreement and to give any consent, request, notice, direction, approval, extension or waiver under the Sale and Servicing Agreement, and any right of the Issuer to take such action shall be suspended. 38 45 ARTICLE SIX THE TRUSTEE Section 6.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture using the same degree of care and skill in their exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person's own affairs; provided, however, that if the Trustee shall assume the duties of the Servicer pursuant to Section 3.07(e), the Trustee in performing such duties shall use that degree of care and skill customarily exercised by a prudent institutional servicer with respect to motor vehicle retail installment sales contracts that it services for itself or others. (b) Except during the continuance of an Event of Default: (i) the Trustee undertakes to perform such duties and only such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture, as to the truth of the statements and the correctness of the opinions expressed therein; provided, that the Trustee shall examine such certificates and opinions to determine whether or not they conform to the requirements of this Indenture and the other Basic Documents to which the Trustee is a party. (c) The Trustee may not be relieved from Liability for its own negligent action, its own negligent failure to act or its own wilful misconduct; provide, that: (i) this paragraph does not limit the effect of Section 6.01(b); (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 5.12. (d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section. (e) The Trustee shall not be liable for interest on any money received by it. 39 46 (f) Funds held in trust by the Trustee need not be segregated from other funds, except to the extent required by law or the terms of this Indenture or the Sale and Servicing Agreement. (g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial Liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayments of such funds or adequate indemnity against such risk or Liability is not reasonably assured to it. (h) Every provision of this Indenture relating to the conduct or affecting the Liability of or affording protection to the Trustee shall be subject to the provisions of this Section and the provisions of the TIA. (i) The Trustee shall, and hereby agrees that it will, perform all obligations and duties required of it under the Sale and Servicing Agreement. (j) Except as otherwise required or permitted by the TIA, nothing contained herein shall be deemed to authorize the Trustee to engage in any business operations or any activities other than those set forth in this Indenture. Specifically, the Trustee shall have no authority to engage in any business operations, acquire any assets other than those specifically included in the Indenture Trust Estate under this Indenture or otherwise vary the assets held by the Trust. Similarly, the Trustee shall have no discretionary duties other than performing those ministerial acts set forth above necessary to accomplish the purpose of this Trust as set forth in this Indenture. (k) Notwithstanding the foregoing, the obligations of Trustee pursuant to this Indenture shall terminate with respect to the Securityholders upon the earliest to occur of (i) the maturity or other liquidation of the last Receivable and the disposition of any amounts received upon liquidation of any property remaining in the Trust, (ii) the payment to Securityholders of all amounts required to be paid to them pursuant to this Indenture and (iii) the occurrence of either event described in Section 6.03(l). Section 6.02. Optional Purchase; Auction. Upon an Optional Purchase or an Auction pursuant to Article Ten of the Sale and Servicing Agreement, the Trustee shall give written notice of termination to each Noteholder of record. The final distribution to each Noteholder shall be made only upon surrender and cancellation of such Holder's Notes at the office or agency of the Trustee specified in the notice of termination. Section 6.03. Rights of Trustee. (a) Except as otherwise provided in Section 6.03(g) and the second succeeding sentence, the Trustee may conclusively rely and shall be protected in acting upon or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, note, direction, demand, election or other paper or document believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not 40 47 investigate any fact or matter stated in any such document. Notwithstanding the foregoing, the Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that shall be specifically required to be furnished pursuant to any provision of this Indenture, shall examine such documents to determine whether or not such documents comply, as to form, to the requirements of this Indenture. (b) Before the Trustee acts or refrains from acting, it may require an Officer's Certificate (with respect to factual matters) or an Opinion of Counsel, as applicable. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance upon such Officer's Certificate or Opinion of Counsel. (c) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys or a custodian or nominee, and the Trustee shall not be responsible for any misconduct or negligence on the part of, or for the supervision of, any such agent, attorney, custodian or nominee appointed with due care by it hereunder. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within its rights or powers; provided, however, that the Trustee's conduct does not constitute wilful misconduct, negligence or bad faith. (e) The Trustee may consult with counsel, and the advice or Opinion of Counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from Liability in respect to any action taken, omitted or suffered to be taken by it hereunder in good faith and in accordance with the advice or opinion of such counsel. (f) The Trustee shall be under no obligation to exercise any of the rights or powers under this Indenture at the request, order or direction of any Noteholder, if it reasonably believes it will not be adequately indemnified against any Liability that might be incurred by it in complying with such request, unless the Noteholders shall have offered to the Trustee reasonable security or indemnity against any Liability that may be incurred therein or thereby; provided, however, that the Trustee shall, upon the occurrence of an uncured Event of Default, exercise the rights and powers vested in it by this Indenture with reasonable care and skill. (g) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Noteholders evidencing not less than 25% of the Voting Interest thereof; provided, however, that if the payment within a reasonable time to the Trustee of the Liabilities likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture or the Sale and Servicing Agreement, the Trustee may require reasonable indemnity against such Liability as a condition to so proceeding. The reasonable expense of each such investigation shall be paid by 41 48 the Person making such request or, if paid by the Trustee, shall be reimbursed by the Person making such request upon demand. Section 6.04. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Issuer and its Affiliates with the same rights as it would have if it were not the Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same, with like rights. Notwithstanding the foregoing, the Trustee shall comply with Sections 6.12 and 6.13. Section 6.05. Trustee's Disclaimer. The Trustee shall not (i) be responsible for and makes no representation as to the validity or adequacy of this Indenture, the Indenture Trust Estate or the Notes, (ii) be accountable for the Issuer's use of the proceeds from the Notes or (iii) be responsible for any statement of the Issuer in (a) this Indenture or in any document issued in connection with the sale of the Notes or (b) the Notes, other than the Trustee's certificate of authentication. Section 6.06. Notice of Defaults. If a Default occurs and is continuing and if it is known to a Responsible Officer of the Trustee, the Trustee shall mail to each Noteholder notice of such Default within 90 days after it occurs. Except in the case of a Default in payment of principal of or interest on any Note (including payments pursuant to the redemption of Notes), the Trustee may withhold notice if and so long as a committee of its Responsible Officers determines in good faith that withholding notice is in the interests of the Noteholders. Section 6.07. Reports by Trustee to Noteholders. The Trustee shall deliver to each Noteholder such information as may be required to enable such Noteholder to prepare its federal and state income tax returns. Section 6.08. Compensation and Indemnity. The Issuer shall, or shall cause the Administrator to, pay to the Trustee from time to time reasonable compensation for its services. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Issuer shall, or shall cause the Administrator to, reimburse the Trustee for all reasonable out-of-pocket expenses incurred or made by it, including costs of collection, in addition to compensation for its services. Such expenses shall include the reasonable compensation and expenses, disbursements and advances of the Trustee's agents, counsel, accountants and experts. The Issuer shall, or shall cause the Administrator to, indemnify the Trustee against any Loss incurred by it in connection with the administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Issuer and the Administrator promptly of any Claim for which it may seek indemnity. Failure by the Trustee to so notify the Issuer and the Administrator shall not relieve the Issuer or the Administrator of its obligations hereunder. The Issuer shall, or shall cause the Administrator to, defend any such Claim, and the Trustee may have separate counsel and the Issuer shall, or shall cause the Administrator to, pay the fees and expenses of such counsel. Neither the Issuer nor the Administrator need make any reimbursement or indemnification with respect to any Loss incurred by the Trustee through the Trustee's own willful misconduct, negligence or bad faith. 42 49 The Issuer's payment obligations to the Trustee pursuant to this Section shall survive the discharge of this Indenture. When the Trustee incurs expenses after the occurrence of a Default specified in Section 5.01(iv) or Section 5.01(v) with respect to the Issuer, such expenses are intended to constitute expenses of administration under Title 11 of the United States Code or any other applicable federal or state bankruptcy, insolvency or similar law. Section 6.09. Replacement of Trustee. The Trustee may resign at any time by so notifying the Issuer and the Servicer. The Issuer may remove the Trustee if: (a) the Trustee fails to comply with Section 6.12; (b) a court having jurisdiction in the premises in respect of the Trustee in an involuntary Proceeding under federal or state banking or bankruptcy laws, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, shall have entered a decree or order granting relief or appointing a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator (or similar official) with respect to the Trustee or any substantial part of the Trustee's property, or ordering the winding up or liquidation of the Trustee's affairs; provided, that any such decree or order shall have continued unstayed and in effect for a period of 30 consecutive days; (c) the Trustee commences a voluntary Proceeding under any federal or state banking or bankruptcy law, as now or hereafter constituted, or any other applicable federal or state bankruptcy, insolvency or other similar law, or consents to the appointment of or taking possession by a receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator or other similar official with respect to the Trustee or any substantial part of the Trustee's property, or makes any assignment for the benefit of creditors or fails generally to pay its debts as such debts become due or takes any corporate action in furtherance of any of the foregoing; or (d) the Trustee otherwise becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Issuer shall promptly appoint a successor Trustee. A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Issuer. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The Issuer or the successor Trustee shall mail a notice of its succession to the Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee. If a successor Trustee does not take office within 45 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or Noteholders representing a majority of the 43 50 Outstanding Amount may petition any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee fails to comply with Section 6.12, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to the provisions of this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to this Section and payment of all fees and expenses owed the outgoing Trustee. Notwithstanding the replacement of the Trustee pursuant to this Section, the retiring Trustee shall be entitled to payment or reimbursement of such amounts as such Person is entitled pursuant to Section 6.08. Section 6.10. Successor Trustee by Merger. If the Trustee consolidates or merges with, converts into or transfers all or substantially all its corporate trust business or assets to another corporation or banking association, the resulting, surviving or transferee corporation shall, without any further act, be the successor Trustee; provided, that such corporation or banking association shall be otherwise qualified and eligible under Section 6.12. The Trustee shall provide each Rating Agency prompt notice of any such transaction. In the case that at the time such successor by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture, any of the Notes shall have been authenticated but not delivered, any such successor may adopt the certificate of authentication of any predecessor trustee and deliver such Notes so authenticated; and in the case that at that time any of the Notes shall not have been authenticated, any such successor may authenticate such Notes either in the name of any predecessor hereunder or in the name of such successor; and in all such cases, such certificates shall have the full force as is provided anywhere in the Notes or this Indenture that the certificate of the Trustee shall have. Section 6.11. Appointment of Co-Trustee or Separate Trustee. (a) Notwithstanding any other provision of this Indenture, at any time, for the purpose of meeting any legal requirement of any jurisdiction in which any part of the Indenture Trust Estate may at such time be located, the Trustee and the Administrator, acting jointly, shall have the power and may execute and deliver all instruments to appoint one or more Persons to act as a co-trustee or co-trustees, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person or Persons, in such capacity and for the benefit of the Noteholders, such title to the Indenture Trust Estate or any part thereof and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Trustee and the Administrator may consider necessary or desirable. If the Administrator shall not have joined in such appointment within 15 days after its receipt of a request to do so, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee hereunder shall be required to meet the terms of eligibility as a successor Trustee under Section 6.12, and no notice to Noteholders of the appointment of any co-trustee or separate trustee shall be required under Section 6.09. 44 51 (b) Every separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; (ii) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustee hereunder; and (iii) the Trustee and the Administrator may at any time accept the resignation of, or remove, any separate trustee or co-trustee. (c) Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then-separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this Indenture and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of co-appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all of the provisions of this Indenture, specifically including every provision relating to the conduct of, affecting the Liability of or affording protection to the Trustee. Every such instrument shall be filed with the Trustee and a copy thereof given to the Administrator. (d) Any separate trustee or co-trustee may at any time constitute the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of this Indenture on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in this Indenture, the appointment of any separate trustee or co-trustee shall not relieve the Trustee of its obligations and duties under this Indenture. Section 6.12. Eligibility; Disqualification. (a) The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA 45 52 Section 310(b)(1) any indenture or indentures under which other securities of the Issuer are outstanding if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. (b) If the long-term debt rating of the Trustee shall not be at least Baa3 from Moody's and BBB- from Standard & Poor's, each Rating Agency shall be given notice of such lower long-term debt rating. Section 6.13. Preferential Collection of Claims Against Issuer. The Trustee shall comply with TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee that has resigned or has been removed shall be subject to TIA Section 311(a) to the extent indicated. Section 6.14. Representations and Warranties of Trustee. The Trustee hereby makes the following representations and warranties on which the Issuer and the Noteholders may rely: (a) it is a ____________ duly organized, validly existing and in good standing under the laws of its place of incorporation; and (b) it has full power, authority and legal right to execute, deliver and perform this Indenture and shall have taken all necessary action to authorize the execution, delivery and performance by it of this Indenture. 46 53 ARTICLE SEVEN NOTEHOLDERS' LISTS AND REPORTS Section 7.01. Issuer to Furnish Trustee Names and Addresses of Noteholders. The Issuer shall furnish or cause to be furnished to the Trustee (i) not more than five days after the earlier of (a) each Record Date and (b) three months after the last Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Noteholders as of such Record Date and (ii) at such other times as the Trustee may request in writing, within 30 days after receipt by the Issuer of any such request, a list of similar form and content as of a date not more than ten days prior to the time such list is furnished; provided, however, that so long as the Trustee is the Note Registrar, no such list need be furnished. Section 7.02. Preservation of Information; Communications to Noteholders. (a) The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of the Noteholders contained in the most recent list furnished to the Trustee as provided in Section 7.01 and the names and addresses of the Noteholders received by the Trustee in its capacity as Note Registrar. The Trustee may destroy any list furnished to it as provided in such Section 7.01 upon receipt of a new list so furnished. (b) Noteholders may communicate pursuant to TIA Section 312(b) with other Noteholders with respect to their rights under this Indenture or the Notes. (c) The Issuer, the Trustee and the Note Registrar shall have the protection of TIA Section 312(c). Section 7.03. Reports by Issuer. (a) The Issuer shall: (i) file with the Trustee, within 15 days after the Issuer is required to file the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Issuer may be required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act; (ii) file with the Trustee and the Commission in accordance with rules and regulations prescribed from time to time by the Commission such additional information, documents and reports with respect to compliance by the Issuer with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and 47 54 (iii) supply to the Trustee (and the Trustee shall transmit by mail to all Noteholders described in TIA Section 313(c)) such summaries of any information, documents and reports required to be filed by the Issuer pursuant to clauses (i) and (ii) of this paragraph as may be required by rules and regulations prescribed from time to time by the Commission. (b) Unless the Issuer otherwise determines, the fiscal year of the Issuer shall end on December 31 of each year. Section 7.04. Reports by Trustee. To the extent that any of the events described in TIA Section 313(a) shall have occurred, the Trustee shall, within 60 days after each ____________ 15 beginning with ____________ 15, 199 , mail to each Noteholder as required by TIA Section 313(c) a brief report dated as of such date that complies with TIA Section 313(a). The Trustee also shall comply with TIA Section 313(b). A copy of each report at the time of its mailing to the Noteholders shall be filed by the Trustee with the Commission and with each stock exchange, if any, on which the Notes are listed and of which listing the Trustee has been informed. The Issuer shall notify the Trustee if and when the Notes are listed on any stock exchange. 48 55 ARTICLE EIGHT ACCOUNTS, DISBURSEMENTS AND RELEASES Section 8.01. Collection of Money. Except as otherwise expressly provided herein, the Trustee may demand payment or delivery of, and shall receive and collect, directly and without intervention or assistance of any fiscal agent or other intermediary, all money and other property payable to or receivable by the Trustee pursuant to this Indenture. The Trustee shall apply all such money received by it as provided in this Indenture. Except as otherwise expressly provided in this Indenture, if any default occurs in the making of any payment or performance under any agreement or instrument that is part of the Indenture Trust Estate, the Trustee may take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate Proceedings. Any such action shall be without prejudice to any right to claim a Default or Event of Default under this Indenture and any right to proceed thereafter as provided in Article Five. Section 8.02. Trust Accounts. (a) On or prior to the Closing Date, the Issuer shall cause the Servicer to establish and maintain, in the name of the Trustee, for the benefit of the Securityholders, the Trust Accounts as provided in Section 5.01 of the Sale and Servicing Agreement. (b) All collections with respect to each Collection Period shall be deposited in the Collection Account as provided in Section 5.02 of the Sale and Servicing Agreement. On each Deposit Date, all amounts required to be deposited in the Note Distribution Account with respect to the preceding Collection Period pursuant to Section 5.05 of the Sale and Servicing Agreement shall be transferred to the Note Distribution Account. (c) On each Distribution Date, the Trustee shall distribute all amounts on deposit in the Note Distribution Account in respect of such Distribution Date to the Noteholders to the extent of amounts due and unpaid on the Notes for principal and interest as follows: (i) to each Class of Noteholders, accrued and unpaid interest on the Outstanding Amount of the related Class of Notes at the related Interest Rate; (ii) to the Class A-1 Noteholders in reduction of the Outstanding Amount of the Class A-1 Notes until the Outstanding Amount of the Class A-1 Notes is reduced to zero; (iii) to the Class A-2 Noteholders in reduction of the Outstanding Amount of the Class A-2 Notes until the Outstanding Amount of the Class A-2 Notes is reduced to zero; and 49 56 (iv) to the Class A-3 Noteholders in reduction of the Outstanding Amount of the Class A-3 Notes until the Outstanding Amount of the Class A-3 Notes is reduced to zero. If the amount available for the foregoing payments is less than the amount of interest payable on the Notes on a Payment Date, each Class of Noteholders shall receive its ratable share (based upon the aggregate amount of interest due to such Class of Noteholders) of the aggregate amount available to be distributed in respect of interest on the Notes. To the extent not previously paid in full, the principal amount of the Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes shall be due on the Class A-1 Final Scheduled Distribution Date, the Class A-2 Final Scheduled Distribution Date and the Class A-3 Final Scheduled Distribution Date, respectively. Section 8.03. General Provisions Regarding Accounts. (a) So long as no Default or Event of Default shall have occurred and be continuing, all or a portion of the funds in the Trust Accounts (other than the Certificate Distribution Account) shall be invested in Permitted Investments and reinvested by the Trustee upon receipt of an Issuer Order, subject to the provisions of Section 5.01(b) of the Sale and Servicing Agreement. Except as otherwise provided in Section 5.01(b) of the Sale and Servicing Agreement, all net income or other gain from investments of monies deposited in such Trust Accounts shall be deposited by the Trustee in the Collection Account. The Issuer shall not direct the Trustee to make any investment of any funds or to sell any investment held in any of the Trust Accounts unless the security interest Granted and perfected in such Trust Account will continue to be perfected in such investment or the proceeds of such sale, in either case without any further action by any Person, and, in connection with any direction to the Trustee to make any such investment or sale, if requested by the Trustee, the Issuer shall deliver to the Trustee an Opinion of Counsel acceptable to the Trustee to such effect. (b) Subject to Section 6.01(c), the Trustee shall not in any way be held liable by reason of any insufficiency in any of the Trust Accounts resulting from any Loss on any Permitted Investment included therein except for Losses attributable to the Trustee's failure to make payments on such Permitted Investments issued by the Trustee, in its commercial capacity as principal obligor and not as Trustee, in accordance with their terms. (c) If (i) the Issuer shall have failed to give investment directions for any funds on deposit in the Trust Accounts to the Trustee by ___:00 __.m., ________ time (or such other time as may be agreed by the Issuer and Trustee) on any Business Day, (ii) a Default or Event of Default shall have occurred and be continuing with respect to the Notes but the Notes have not been declared due and payable pursuant to Section 5.02 or (iii) if the Notes have been declared due and payable following an Event of Default but amounts collected or receivable from the Indenture Trust Estate are being applied in accordance with Section 5.05 as if there had not been such a declaration; then the Trustee shall, to the fullest extent practicable, invest and reinvest funds in the Trust Accounts in one or more Permitted Investments. 50 57 Section 8.04. Release of Indenture Trust Estate. (a) Subject to the payment of its fees and expenses pursuant to Section 6.08, the Trustee may, and when required by the provisions of this Indenture shall, execute instruments to release property from the Lien of this Indenture, or convey the Trustee's interest in the same, in a manner and under circumstances that are not inconsistent with the provisions of this Indenture. No party relying upon an instrument executed by the Trustee as provided in this Article shall be bound to ascertain the Trustee's authority, inquire into the satisfaction of any conditions precedent or see to the application of any monies. (b) The Trustee shall, at such time as there are no Notes Outstanding and all sums due the Trustee pursuant to Section 6.08 have been paid, release any remaining portion of the Indenture Trust Estate that secured the Notes from the Lien of this Indenture and release to the Issuer or any other Person entitled thereto any funds then on deposit in the Trust Accounts. The Trustee shall release property from the Lien of this Indenture pursuant to this paragraph only upon receipt of an Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel and (if required by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section 11.01. Section 8.05. Opinion of Counsel. The Trustee shall receive at least seven days' notice when requested by the Issuer to take any action pursuant to Section 8.04(a), accompanied by copies of any instruments involved, and the Trustee shall also require, as a condition to such action, an Opinion of Counsel, in form and substance satisfactory to the Trustee, stating the legal effect of any such action, outlining the steps required to complete the same, and concluding that all conditions precedent to the taking of such action have been complied with and such action will not materially and adversely impair the security for the Notes or the rights of the Noteholders in contravention of the provisions of this Indenture; provided, however, that such Opinion of Counsel shall not be required to express an opinion as to the fair value of the Indenture Trust Estate. Counsel rendering any such opinion may rely, without independent investigation, on the accuracy and validity of any certificate or other instrument delivered to the Trustee in connection with any such action. 51 58 ARTICLE NINE SUPPLEMENTAL INDENTURES Section 9.01. Supplemental Indentures Without Consent of Noteholders. (a) Without the consent of the Noteholders and with prior notice to each Rating Agency, the Issuer and the Trustee, when authorized by an Issuer Order, and the other parties hereto at any time and from time to time, may enter into one or more indentures supplemental hereto (which shall conform to the provisions of the TIA as in force at the date of the execution thereof), in form satisfactory to the Trustee, for any of the following purposes: (i) to correct or amplify the description of any property at any time subject to the Lien of this Indenture, or better to assure, convey or confirm unto the Trustee any property subject or required to be subjected to the Lien created by this Indenture, or to subject additional property to the Lien created by this Indenture; (ii) to evidence the succession, in compliance with the applicable provisions hereof, of another Person to the Issuer, and the assumption by any such successor of the covenants of the Issuer contained herein and in the Notes; (iii) to add to the covenants of the Issuer, for the benefit of the Noteholders, or to surrender any right or power herein conferred upon the Issuer; (iv) to convey, transfer, assign, mortgage or pledge any property to or with the Trustee; (v) to cure any ambiguity, correct or supplement any provision herein or in any supplemental indenture that may be inconsistent with any other provision herein or in any supplemental indenture or the Basic Documents or make any other provisions with respect to matters or questions arising under this Indenture or in any supplemental indenture that shall not be inconsistent with the provisions of this Indenture; provided, that any such action shall not adversely affect the interests of the Noteholders; (vi) to evidence and provide for the acceptance of the appointment hereunder by a successor trustee with respect to the Notes and to add to or change any of the provisions of this Indenture as shall be necessary to facilitate the administration of the trusts hereunder by more than one trustee, pursuant to the requirements of Article Six; or (vii) to modify, eliminate or add to the provisions of this Indenture to such extent as shall be necessary to effect the qualification of this Indenture under the TIA or under any similar federal statute hereafter enacted and to add to this Indenture such other provisions as may he expressly required by the TIA. 52 59 The Trustee is hereby authorized to join in the exemption of any such supplemental indenture and to make any further appropriate agreements and stipulations that may be therein contained. (b) The Issuer and the Trustee, when authorized by an Issuer Order, may, without the consent of the Noteholders and with prior notice to each Rating Agency, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that such action shall not, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Noteholder. Section 9.02. Supplemental Indentures With Consent of Noteholders. The Issuer and the Trustee, when authorized by an Issuer Order, may, with prior notice to each Rating Agency and with the consent of Noteholders representing not less than a majority of the Outstanding Amount, by Act of such Noteholders delivered to the Issuer and the Trustee, enter into an indenture or indentures supplemental hereto for the purpose of adding any provisions to, or changing in any manner or eliminating any of the provisions of, this Indenture or of modifying in any manner the rights of the Noteholders under this Indenture; provided, however, that no such supplemental indenture shall, without the consent of the Holder of each Outstanding Note affected thereby: (a) change the date of payment of any installment of principal of or interest on any Note, or reduce the principal amount thereof, the Interest Rate thereon or the Redemption Price with respect thereto, change the provisions of this Indenture relating to the application of collections on, or the proceeds of the sale of, the Indenture Trust Estate to payment of principal of or interest on the Notes, or change any place of payment where, or the coin or currency in which, any Note or the interest thereon is payable, or impair the right to institute Proceedings for the enforcement of the provisions of this Indenture requiring the application of funds available therefor, as provided in Article Five, to the payment of any such amount due on the Notes on or after the respective due dates thereof (or, in the case of redemption, on or after the Redemption Date); (b) reduce the percentage of the Outstanding Amount required to be represented by the consent of Noteholders for any such supplemental indenture or for any waiver of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences provided for in this Indenture; (c) modify or alter the provisions of the second proviso to the definition of the term "Outstanding"; (d) reduce the percentage of the Outstanding Amount required to direct the Trustee to sell or liquidate the Indenture Trust Estate pursuant to Section 5.04 or amend the provisions of this Article that specify the percentage of the Outstanding Amount required to amend this Indenture or the other Basic Documents; 53 60 (e) modify any provision of this Section except to increase any percentage specified herein or to provide that certain additional provisions of this Indenture or the other Basic Documents cannot be modified or waived without the consent of the Noteholder of each Outstanding Note affected thereby; or (f) permit the creation of any Lien ranking prior to or on a parity with the Lien created by this Indenture with respect to any part of the Indenture Trust Estate or, except as otherwise permitted or contemplated herein, terminate the Lien created by this Indenture on any property at any time subject hereto or deprive any Noteholder of the security provided by the Lien created by this Indenture. The Trustee may in its discretion determine whether or not any Notes would be affected by any supplemental indenture and any such determination shall be conclusive upon all Noteholders, whether theretofore or thereafter authenticated and delivered hereunder. The Trustee shall not be liable for any such determination made in good faith. It shall not be necessary for any Act of Noteholders under this Section to approve the particular form of any proposed supplemental indenture, but it shall be sufficient if such Act shall approve the substance thereof. Promptly after the execution by the parties hereto of any supplemental indenture pursuant to this Section, the Trustee shall mail to the Noteholders to which such amendment or supplemental indenture relates a notice setting forth in general terms the substance of such supplemental indenture. Any failure of the Trustee to mail such notice, or any defect therein, shall not in any way impair or affect the validity of any such supplemental indenture. Section 9.03. Execution of Supplemental Indentures. In executing, or permitting the additional trusts created by, any supplemental indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and subject to Sections 6.01 and 6.03 shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental indenture that affects the Trustee's own rights, duties, Liabilities or immunities under this Indenture or otherwise. Section 9.04. Effect of Supplemental Indenture. Upon the execution of any supplemental indenture pursuant to the provisions hereof, this Indenture shall be, and shall be deemed to be, modified and amended in accordance therewith with respect to the Notes affected thereby, and the respective rights, limitations of rights, obligations, duties, Liabilities and immunities under this Indenture of the parties hereto and the Noteholders shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modifications and amendments, and all the terms and conditions of any such supplemental indenture shall be, and shall be deemed to be, part of the terms and conditions of this Indenture for any and all purposes. 54 61 Section 9.05. Conformity With Trust Indenture Act. Every amendment of this Indenture and every supplemental indenture executed pursuant to this Article shall conform to the requirements of the Trust Indenture Act as then in effect so long as this Indenture shall then be qualified under the Trust Indenture Act. Section 9.06. Reference in Notes to Supplemental Indentures. Notes authenticated and delivered after the execution of any supplemental indenture pursuant to this Article may, and if required by the Trustee, shall, bear a notation in a form approved by the Trustee as to any matter provided for in such supplemental indenture. If the Issuer or the Trustee shall so determine, new Notes so modified as to conform, in the opinion of the Trustee and the Issuer, to any such supplemental indenture may be prepared and executed by the Issuer and authenticated and delivered by the Trustee in exchange for Outstanding Notes. 55 62 ARTICLE TEN REDEMPTION OF NOTES Section 10.01. Redemption. (a) In the event of an Optional Purchase or an Auction, each Class of Notes Outstanding shall be redeemed in whole, but not in part. Notwithstanding the foregoing, the Class A-3 Notes shall be subject to redemption in whole, but not in part, on any Distribution Date relating to an Optional Purchase or an Auction; provided, that such Distribution Date occurs after the Class A-1 Notes and the Class A-2 Notes have been paid in full. (b) The Notes shall be subject to Mandatory Redemption on the Distribution Date on or immediately following the last day of the Funding Period in the event that any portion of the Pre-Funded Amount, exclusive of any Investment Earnings thereon, remains on deposit in the Pre-Funding Account, after giving effect to the purchase by the Seller and conveyance to the Trust of all Subsequent Receivables on the related Subsequent Transfer Dates, including any such purchase and conveyance on the date on which the Funding Period ends. If such remaining Pre-Funded Amount is less than or equal to $100,000.00, such amount shall be applied to redeem the Class A-1 Notes until the principal amount of the Class A-1 Notes has been reduced to zero, and any remaining amount shall be applied to redeem the Class A-2 Notes. If such remaining Pre-Funded Amount is greater than $100,000.00, such amount shall be used to redeem each Class of Notes and to prepay the Certificates in accordance with Section 3.15 of the Trust Agreement. The Outstanding Amount of each Class of Notes to be redeemed shall be an amount equal to the Pre-Funded Percentage of such Class of Notes, multiplied by such remaining Pre-Funded Amount. Section 10.02. Form of Redemption Notice. (a) Notice of redemption under Section 10.01 shall be given by the Trustee by first class mail, postage prepaid, mailed not less than five days prior to the applicable Redemption Date to each Noteholder, as of the close of business on the Record Date preceding the applicable Redemption Date, at such Noteholder's address appearing in the Note Register. The Administrator shall notify each Rating Agency upon the redemption of any Class of Notes, pursuant to Section 1(a)(i) of the Administration Agreement. All notices of redemption shall state: (i) the Redemption Date; (ii) the Redemption Price; (iii) the place where such Notes are to be surrendered for payment of the Redemption Price (which shall be the office or agency of the Issuer to be maintained as provided in Section 3.02); and 56 63 (iv) that on the Redemption Date, the Redemption Price will become due and payable on each Note and that interest thereon shall cease to accrue from and after the Redemption Date. Notice of redemption of the Notes shall be given by the Trustee in the name and at the expense of the Issuer. Failure to give notice of redemption (or any defect therein) to any Noteholder shall not impair or affect the validity of the redemption of any other Note. (b) Prior notice of redemption under Section 10.01(b) need not be given to Noteholders. Section 10.03. Notes Payable on Redemption Date. The Notes or portions thereof to be redeemed shall, following notice of redemption (if any) as required by Section 10.02, on the Redemption Date become due and payable at the Redemption Price and (unless the Issuer shall default in the payment of the Redemption Price) no interest shall accrue on the Redemption Price for any period after the date to which accrued interest is calculated for purposes of calculating the Redemption Price. 57 64 ARTICLE ELEVEN MISCELLANEOUS Section 11.01. Compliance Certificates and Opinions. (a) Upon any application or request by the Issuer to the Trustee to take any action under any provision of this Indenture, the Issuer shall furnish to the Trustee (i) an Officer's Certificate stating that all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with, (ii) an Opinion of Counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with and (iii) (if required by the TIA) an Independent Certificate from a firm of certified public accountants meeting the applicable requirements of this Section. Notwithstanding the foregoing, in the case of any such application or request as to which the furnishing of such documents is specifically required by any provision of this Indenture, no additional certificate or opinion need be furnished. Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include: (i) a statement that each signatory of such certificate or opinion has read or has caused to be read such covenant or condition and the definitions herein relating thereto; (ii) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; (iii) a statement that, in the opinion of each such signatory, such signatory has made such examination or investigation as is necessary to enable such signatory to express an informed opinion as to whether or not such covenant or condition has been complied with; and (iv) a statement as to whether, in the opinion of each such signatory, such condition or covenant has been complied with. (b) (i) Prior to the deposit of any Collateral or other property or securities with the Trustee that is to be made the basis for the release of any property subject to the Lien created by this Indenture, the Issuer shall, in addition to any obligation imposed in Section 11.01(a) or elsewhere in this Indenture, furnish to the Trustee an Officer's Certificate certifying or stating the opinion of the signer thereof such certificate as to the fair value (within 90 days of such deposit) to the Issuer of the Collateral or other property or securities to be so deposited. 58 65 (ii) Whenever the Issuer is required to furnish to the Trustee an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (i) above, the Issuer shall also deliver to the Trustee an Independent Certificate as to the named matters, if the fair value to the Issuer of the property to be so deposited and of all other such property made the basis of any such withdrawal or release since the commencement of the then-current fiscal year of the Issuer, as set forth in the Officer's Certificates delivered pursuant to clause (i) above and this clause, is 10% or more of the Outstanding Amount, but such Officer's Certificate need not be furnished with respect to any property so deposited, if the fair value thereof to the Issuer as set forth in the related Officer's Certificate is less than $25,000 or less than one percent of the Outstanding Amount. (iii) Other than with respect to any release described in clause (A) or (B) of Section 11.01(b)(v), whenever any property or securities are to be released from the Lien created by this Indenture, the Issuer shall also furnish to the Trustee an Officer's Certificate certifying or stating the opinion of each person signing such certificate as to the fair value (within 90 days of such release) of the property or securities proposed to be released and stating that in the opinion of such person, such proposed release will not impair the security created by this Indenture in contravention of the provisions hereof. (iv) Whenever the Issuer is required to furnish the Trustee with an Officer's Certificate certifying or stating the opinion of any signer thereof as to the matters described in clause (iii) above, the Issuer shall also furnish the Trustee with an Independent Certificate as to the same matters if the fair value of the property or securities and of all other property or securities (other than property described in clauses (A) or (B) of Section 11.01(b)(v)) released from the Lien created by this Indenture since the commencement of the then-current fiscal year, as set forth in the Officer's Certificates required by clause (iii) above and this clause, equals 10% or more of the Outstanding Amount, but such Officer's Certificate need not be furnished in the case of any release of property or securities if the fair value thereof as set forth in the related Officer's Certificate is less than $25,000 or less than one percent of the then Outstanding Amount. (v) Notwithstanding any other provision of this Section, the Issuer may, without compliance with the other provisions of this Section, (A) collect, liquidate, sell or otherwise dispose of the Receivables as and to the extent permitted or required by the Basic Documents, (B) make cash payments out of the Trust Accounts as and to the extent permitted or required by the Basic Documents, so long as the Issuer shall deliver to the Trustee every six months, commencing ________ 15, 199 , an Officer's Certificate stating that all the dispositions of Collateral described in clauses (A) or (B) that occurred during the preceding six calendar months were in the ordinary course of the Issuer's business and that the proceeds thereof were applied in accordance with the Basic Documents. Section 11.02. Form of Documents Delivered to Trustee. In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not 59 66 necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents. Any certificate or opinion of an Authorized Officer of the Issuer may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such Authorized Officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his certificate or opinion is based are erroneous. Any such certificate of an Authorized Officer or Opinion of Counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Servicer, the Seller or the Issuer, stating that the information with respect to such factual matters is in the possession of the Servicer, the Seller or the Issuer, unless such officer or counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous. Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument. Whenever in this Indenture, in connection with any application or certificate or report to the Trustee, it is provided that the Issuer shall deliver any document as a condition of the granting of such application, or as evidence of the Issuer's compliance with any term hereof, it is intended that the truth and accuracy, at the time of the granting of such application or at the effective date of such certificate or report (as the case may be), of the facts and opinions stated in such document shall in such case be conditions precedent to the right of the Issuer to have such application granted or to the sufficiency of such certificate or report. The foregoing shall not, however, be construed to affect the Trustee's right to rely upon the truth and accuracy of any statement or opinion contained in any such document as provided in Article Six. Section 11.03. Acts of Noteholders. (a) Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Indenture to be given or taken by the Noteholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Noteholders in person or by agents duly appointed in writing; and except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Issuer. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the "Act" of the Noteholders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.01) conclusive in favor of the Trustee and the Issuer, if made in the manner provided in this Section. 60 67 (b) The fact and date of the execution by any Person of any such instrument or writing may be proved in any manner that the Trustee deems sufficient. (c) The ownership of Notes shall be proved by the Note Register. (d) Any request, demand, authorization, direction, notice, consent, waiver or other action by any Noteholder shall bind the holder of every Note issued upon the registration thereof or in exchange therefor or in lieu thereof, in respect of anything done, omitted or suffered to be done by the Trustee or the Issuer in reliance thereon, whether or not notation of such action is made upon such Note. Section 11.04. Notices to Trustee, Issuer and Rating Agencies. (a) Any request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders or other documents provided or permitted by this Indenture shall be in writing; and if such request, demand, authorization, direction, notice, consent, waiver or Act of Noteholders is to be made upon, given or furnished to or filed with: (i) the Trustee by any Noteholder or by the Issuer, it shall be sufficient for every purpose hereunder if in writing, personally delivered, sent by facsimile transmission and confirmed or mailed by overnight delivery, to or with the Trustee at its Corporate Trust Office; or (ii) the Issuer by the Trustee or by any Noteholder, it shall be sufficient for every purpose hereunder if in writing, personally delivered, sent by facsimile transmission and confirmed or mailed by overnight delivery, to the Issuer addressed to: Fleetwood Credit RV Receivables 199 - Owner Trust, in care of __________________, as Owner Trustee, _________________, Attention: _____________, or at any other address furnished in writing to the Trustee by the Issuer. (b) Notices required to be given to the Rating Agencies by the Issuer, the Trustee or the Owner Trustee shall be in writing, personally delivered, sent by facsimile transmission and confirmed or mailed by overnight delivery, to (i) in the case of Moody's, at 99 Church Street, New York, New York 10007, Attention: ABS Monitoring Department and (ii) in the case of Standard & Poor's, at 26 Broadway, 20th Floor, New York, New York 10004, Attention: Asset Backed Surveillance Department; or as to each of the foregoing, at such other address as shall be designated by written notice to the parties hereto. Section 11.05. Notices to Noteholders; Waiver. Where this Indenture provides for notice to Noteholders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first class, postage prepaid to each Noteholder affected by such event, at his address as it appears on the Note Register, not later than the latest date, and not earlier than the earliest date, prescribed for the giving of such notice. In any case where notice to Noteholders is given by mail, neither the failure to mail such notice nor any defect in any notice so mailed to any particular Noteholder shall affect the sufficiency of such 61 68 notice with respect to other Noteholders, and any notice that is mailed un the manner herein provided shall conclusively be presumed to have been duly given. Where this Indenture provides for notice in any manner, such notice may be waived in writing by any Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Noteholders shall be filed with the Trustee but such filing shall not be a conclusion precedent to the validity of any action taken in reliance upon such a waiver. In case, by reason of the suspension of regular mail service as a result of a strike, work stoppage or similar activity, it shall be impractical to mail notice of any event of Noteholders when such notice is required to be given pursuant to any provision of this Indenture, then any manner of giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient giving of such notice. Where this Indenture provides for notice to a Rating Agency, failure to give such notice shall not affect any other rights or obligations created hereunder, and shall not under any circumstance constitute a Default or Event of Default. Section 11.06. Alternate Payment and Notice Provisions. Notwithstanding any provision of this Indenture or any provision of any Note to the contrary, the Issuer may enter into any agreement with any Noteholder providing for a method of payment, or notice by the Trustee or any Paying Agent to such Noteholder, that is different from the methods provided for in this Indenture for such payments or notices. The Issuer shall furnish to the Trustee a copy of each such agreement and the Trustee shall cause payments to be made and notices to be given in accordance with such agreements. Section 11.07. Conflict With Trust Indenture Act. If any provision hereof limits, qualifies or conflicts with another provision hereof that is required to be included in this indenture by any of the provisions of the Trust Indenture Act, such required provision shall control. The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included herein unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. Section 11.08. Effect of Headings and Table of Contents. The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof. Section 11.09. Successors and Assigns. All covenants and agreements in this Indenture and the Notes by the Issuer shall bind its successors and assigns, whether so expressed or not. All agreements of the Trustee in this Indenture shall bind its successors, co-trustees and agents. 62 69 Section 11.10. Separability. In case any provision in this Indenture or in the Notes shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Section 11.11. Benefits of Indenture. Nothing in this Indenture or in the Notes, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder, and the Noteholders, and any other party secured hereunder, and any other Person with an ownership interest in any part of the Indenture Trust Estate, any benefit or any legal or equitable right, remedy or claim under this Indenture. Section 11.12. Legal Holidays. In any case where the date on which any payment is due shall not be a Business Day, then (notwithstanding any other provision of the Notes or this Indenture) payment need not be made on such date, but may be made on the next succeeding Business Day with the same force and effect as if made on the date on which nominally due, and no interest shall accrue for the period from and after any such nominal date. Section 11.13. Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES UNDER THIS INDENTURE SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS EXCEPT THAT THE DUTIES OF THE TRUSTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Section 11.14. Counterparts. This Indenture may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.15. Recording of Indenture. If this Indenture is subject to recording in any appropriate public recording offices, such recording is to be effected by the Issuer and at its expense accompanied by an Opinion of Counsel (which may be counsel to the Trustee or any other counsel reasonably acceptable to the Trustee) to the effect that such recording is necessary either for the protection of the Noteholders or any other Person secured hereunder or for the enforcement of any right or remedy granted to the Trustee under this Indenture. Section 11.16. Trust Obligation. No recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or under this Indenture or any certificate or other writing delivered in connection herewith or therewith, against (i) the Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director, employee or agent of the Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Trustee or of any successor or assign of the Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed (it being understood that the Trustee and the Owner Trustee have no such obligations in their individual capacities) and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for 63 70 stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. Section 11.17. No Petition. The parties hereto, by entering into this Indenture, and each Noteholder, by accepting a Note or a beneficial interest in a Note, hereby covenant and agree that they will not at any time institute against the Seller or the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding, or other Proceeding under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, this Indenture or any of the other Basic Documents. Section 11.18. Inspection. The Issuer agrees that, on reasonable prior notice, it will permit any representative of the Trustee, during the Issuer's normal business hours, to examine all the books of account, records, reports and other papers of the Issuer, to make copies and extracts therefrom, to cause such books to be audited by independent certified public accountants, and to discuss the Issuer's affairs, finances and accounts with the Issuer's officers, employees and independent certified public accountants, all at such reasonable times and as often as may be reasonably requested, the Trustee shall and shall cause its representatives to hold in confidence all such information except to the extent disclosure may be required by law (and all reasonable applications for confidential treatment are unavailing) and except to the extent that the Trustee may reasonably determine that such disclosure is consistent with its obligations hereunder. Section 11.19. Limitation of Liability. Neither the Trustee nor the Owner Trustee in its individual capacity, nor any Certificateholder, nor any of their respective owners, beneficiaries, agents, officers, directors, employees, affiliates, successors or assigns shall, in the absence of an express agreement to the contrary, be personally liable for the payment of the principal of or interest on the Notes or for the agreements of the Issuer contained in this Indenture. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by _____________ not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall _______________ in its individual capacity or any beneficial owner of the Issuer have any Liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Indenture, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. 64 71 IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be duly executed and delivered as of the day and year first above written. FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST By: ---------------------------, as Owner Trustee By: ---------------------------, Name: Title: ------------------------------, as Trustee By: ---------------------------- Name: Title: 72 STATE OF CALIFORNIA ) ) ss COUNTY OF ) -------------- On before me, --------------------- ---------------------------------------, [insert date] [Here insert name and title of notary] personally appeared -----------------------------------------------------------, [ ] personally known to me, or [ ] proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ties), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which such person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature [Seal] 73 STATE OF CALIFORNIA ) ) ss COUNTY OF ) --------- On before me, --------------------- ---------------------------------------, [insert date] [Here insert name and title of notary] personally appeared -----------------------------------------------------------, [ ] personally known to me, or [ ] proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument, and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ties), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which such person(s) acted, executed the instrument. WITNESS my hand and official seal. Signature [Seal] -------------------------------------------------- 67 74 SCHEDULE A SCHEDULE OF RECEIVABLES Omitted -- Schedules of Receivables on file at the offices of the Seller, the Servicer and the Owner Trustee. SA-1 75 EXHIBIT A FORM OF SALE AND SERVICING AGREEMENT A-1 76 EXHIBIT B FORM OF NOTE DEPOSITORY AGREEMENT B-1 77 EXHIBIT C FORM OF CLASS A-1 NOTE UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE 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. THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST ____% ASSET BACKED NOTE, CLASS A-1 REGISTERED $_______________ No. R-__ CUSIP NO. ___________ The Fleetwood Credit RV Receivables 199 - Owner Trust, a business trust organized and existing under the laws of the State of Delaware (the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of _______________ Dollars ($____________), payable to the extent described in the Indenture referred to on the reverse hereof on each Distribution Date; provided, however, that the entire unpaid principal amount of this Note shall be payable on the earlier of ____________, ____ (the "Class A-1 Final Scheduled Distribution Date") and the Redemption Date, if any, selected pursuant to the Indenture. The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect C-1 78 to all payments of principal made on the preceding Distribution Date), or on the Closing Date in the case of the first Distribution Date or if no interest has yet been paid, subject to certain limitations contained in the Indenture. Interest on this Note will accrue for each Distribution Date from and including the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, in the case of the first Distribution Date or if no interest has yet been paid, from ___________ 1, 199 . The Issuer shall pay interest on overdue installments of interest at the Class A-1 Interest Rate to the extent lawful. Interest will be computed on the basis of a 360-day year and the actual number of days elapsed since the immediately preceding Distribution Date. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. C-2 79 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as set forth below. Date: 199 FLEETWOOD CREDIT RV RECEIVABLES ------------------, 199 - OWNER TRUST By: ----------------------------, as Owner Trustee By: ----------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. ----------------------------, as Trustee By: -------------------------- Authorized Signatory C-3 80 [REVERSE OF CLASS A-1 NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its "_____% Asset Backed Notes, Class A-1" (the "Class A-1 Notes"), all issued under an Indenture, dated as of ____________ 1, 199 (the "Indenture"), between the Issuer and _____________, a _________, as trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes (collectively, the "Notes") are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. Principal payable on the Class A-1 Notes will be paid on each Distribution Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Class A-1 Final Scheduled Distribution Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Class A-1 Notes shall be due and payable following the occurrence and continuance of an Event of Default, as described in the Indenture. All principal payments on the Class A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto. Payments of principal of and interest on this Note due and payable on each Distribution Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered holder hereof (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Depository (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date or Redemption Date shall be binding upon all future holders hereof and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Distribution Date or Redemption Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Record Date preceding such Distribution Date or Redemption Date by notice mailed within five days of such Distribution Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Trustee or at the office of the Trustee's agent appointed for such purposes located in The City of New York. C-4 81 As provided in the Indenture, the Notes may be redeemed pursuant to the Indenture, in whole, but not in part, at the option of the Seller, on any Distribution Date as of which (i) the Aggregate Scheduled Balance is less than or equal to 10% of the Cut-Off Date Aggregate Scheduled Balance and (ii) the aggregate outstanding principal amount of the Securities is less than 5% of the aggregate outstanding principal amount of the Securities as of the Closing Date. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Trustee or of any successor or assign of the Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder or Note Owner will not at any time institute against the Seller or the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents. The Issuer has entered into the Indenture, and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Indenture Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer. Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is C-5 82 registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of the Noteholders representing a majority of the Outstanding Amount. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder hereof (or any one of more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future holders hereof and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Noteholders issued thereunder. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. The Notes may not be purchased with the assets of an employee benefit plan (a "Benefit Plan") if the Seller, the Servicer, the Trustee, the Owner Trustee or any of their Affiliates (i) has investment or administrative discretion with respect to such Benefit Plan assets; (ii) has authority or responsibility to give, or regularly gives, investment advice with respect to such Benefit Plan assets, for a fee and pursuant to an agreement or understanding that such advice (a) will serve as a primary basis for investment decisions with respect to such Benefit Plan assets and (b) will be based on the particular investment needs for such Benefit Plan; or (iii) is an employer maintaining or contributing to such Benefit Plan. This Note and the Indenture shall be construed in accordance with the laws of the State of California, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws, except that the duties of the Trustee under the Indenture shall be governed by the laws of the State of New York. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. C-6 83 EXHIBIT D FORM OF CLASS A-2 NOTE THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE 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. THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST ____% FLOATING RATE ASSET BACKED NOTE, CLASS A-2 REGISTERED $____________ No. R-__ CUSIP NO. ___________ The Fleetwood Credit RV Receivables 199 - Owner Trust, a business trust organized and existing under the laws of the State of Delaware (the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of _______________ Dollars ($_____________), payable to the extent described in the Indenture referred to on the reverse hereof on each Distribution Date; provided, however, that the entire unpaid principal amount of this Note shall be payable on the earlier of __________, ____ (the "Class A-2 Final Scheduled Distribution Date") and the Redemption Date, if any, selected pursuant to the D-1 84 Indenture. No payments of principal of the Class A-2 Notes shall be made until the principal amount of the Class A-1 Notes has been reduced to zero. The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), or on the Closing Date in the case of the first Distribution Date or if no interest has yet been paid, subject to certain limitations contained in the Indenture. Interest on this Note will accrue for each Distribution Date from and including the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, in the case of the first Distribution Date or if no interest has yet been paid, from ____________ 1, 199 . The Issuer shall pay interest on overdue installments of interest at the Class A-2 Interest Rate to the extent lawful. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. D-2 85 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as set forth below. Date: 199 FLEETWOOD CREDIT RV RECEIVABLES ---------------, 199 - OWNER TRUST By: --------------------------------, as Owner Trustee By: --------------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. --------------------------------- as Trustee, By: ------------------------------ Authorized Signatory D-3 86 [REVERSE OF CLASS A-2 NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its "____% Floating Rate Asset Backed Notes, Class A-2" (the "Class A-2 Notes"), all issued under an Indenture, dated as of ____________ 1, 199 (the "Indenture"), between the Issuer and _____________, a __________, as trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes (collectively, the "Notes") are and will be equally and ratably secured by the Collateral pledged as security therefor as provided in the Indenture. Principal payable on the Class A-2 Notes will be paid on each Distribution Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Class A-2 Final Scheduled Distribution Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Class A-2 Notes shall be due and payable following the occurrence and continuance of an Event of Default, as described in the Indenture. All principal payments on the Class A-2 Notes shall be made pro rata to the Class A-2 Noteholders entitled thereto. Payments of principal of and interest on this Note due and payable on each Distribution Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered holder hereof (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Depository (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date or Redemption Date shall be binding upon all future holders hereof and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Distribution Date or Redemption Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Record Date preceding such Distribution Date or Redemption Date by notice mailed within five days of such Distribution Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Trustee or at the office of the Trustee's agent appointed for such purposes located in The City of New York. D-4 87 As provided in the Indenture, the Notes may be redeemed pursuant to the Indenture, in whole, but not in part, at the option of the Seller, on any Distribution Date as of which (i) the Aggregate Scheduled Balance is less than or equal to 10% of the Cut-Off Date Aggregate Scheduled Balance and (ii) the aggregate outstanding principal amount of the Securities is less than 5% of the aggregate outstanding principal amount of the Securities as of the Closing Date. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Trustee or of any successor or assign of the Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder or Note Owner will not at any time institute against the Seller or the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents. The Issuer has entered into the Indenture, and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Indenture Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer. Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is D-5 88 registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing a majority of the Outstanding Amount. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder hereof (or any one of more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future holders hereof and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Noteholders issued thereunder. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. The Notes may not be purchased with the assets of an employee benefit plan (a "Benefit Plan") if the Seller, the Servicer, the Trustee, the Owner Trustee or any of their Affiliates (i) has investment or administrative discretion with respect to such Benefit Plan assets; (ii) has authority or responsibility to give, or regularly gives, investment advice with respect to such Benefit Plan assets, for a fee and pursuant to an agreement or understanding that such advice (a) will serve as a primary basis for investment decisions with respect to such Benefit Plan assets and (b) will be based on the particular investment needs for such Benefit Plan; or (iii) is an employer maintaining or contributing to such Benefit Plan. This Note and the Indenture shall be construed in accordance with the laws of the State of California, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws, except that the duties of the Trustee under the Indenture shall be governed by the laws of the State of New York. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. D-6 89 EXHIBIT E FORM OF CLASS A-3 NOTE THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A-1 NOTES AND THE CLASS A-2 NOTES AS DESCRIBED IN THE INDENTURE REFERRED TO HEREIN. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE 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. THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES. THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST _____% ASSET BACKED NOTE, CLASS A-3 REGISTERED $____________ No. R-__ CUSIP NO. __________ The Fleetwood Credit RV Receivables 199 - Owner Trust, a business trust organized and existing under the laws of the State of Delaware (the "Issuer"), for value received, hereby promises to pay to Cede & Co., or registered assigns, the principal sum of ____________ Dollars ($____________), payable to the extent described in the Indenture referred to on the reverse hereof on each Distribution Date; provided, however, that the entire unpaid principal amount of this Note shall be payable on the earlier of _________, ____ (the "Class A-3 Final Scheduled Distribution Date") and the Redemption Date, if any, selected pursuant to the Indenture. No E-1 90 payments of principal of the Class A-3 Notes shall be made until the principal amount of the Class A-1 Notes and the Class A-2 Notes has been reduced to zero. The Issuer will pay interest on this Note at the rate per annum shown above on each Distribution Date until the principal of this Note is paid or made available for payment, on the principal amount of this Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on the preceding Distribution Date), or on the Closing Date in the case of the first Distribution Date or if no interest has yet been paid, subject to certain limitations contained in the Indenture. Interest on this Note will accrue for each Distribution Date from and including the most recent Distribution Date on which interest has been paid to but excluding such Distribution Date or, in the case of the first Distribution Date or if no interest has yet been paid, from ____________ 1, 199 . The Issuer shall pay interest on overdue installments of interest at the Class A-3 Interest Rate to the extent lawful. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day months. Such principal of and interest on this Note shall be paid in the manner specified on the reverse hereof. The principal of and interest on this Note are payable in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. All payments made by the Issuer with respect to this Note shall be applied first to interest due and payable on this Note as provided above and then to the unpaid principal of this Note. Reference is made to the further provisions of this Note set forth on the reverse hereof, which shall have the same effect as though fully set forth on the face of this Note. Unless the certificate of authentication hereon has been executed by the Trustee whose name appears below by manual signature, this Note shall not be entitled to any benefit under the Indenture referred to on the reverse hereof, or be valid or obligatory for any purpose. E-2 91 IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed, manually or in facsimile, by an Authorized Officer, as set forth below. Date: 199 FLEETWOOD CREDIT RV RECEIVABLES --------------, 199 - OWNER TRUST By: ---------------------------- as Owner Trustee By: ---------------------------- Name: Title: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Notes designated above and referred to in the within-mentioned Indenture. --------------------------------, as Trustee By: ------------------------------- Authorized Signatory E-3 92 [REVERSE OF CLASS A-3 NOTE] This Note is one of a duly authorized issue of Notes of the Issuer, designated as its "_____% Asset Backed Notes, Class A-3" (the "Class A-3 Notes"), all issued under an Indenture, dated as of ____________ 1, 199 (the "Indenture"), between the Issuer and ____________, a __________, as trustee (the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights and obligations thereunder of the Issuer, the Trustee and the Noteholders. The Notes are subject to all terms of the Indenture. All terms used in this Note that are defined in the Indenture, as supplemented or amended, shall have the meanings assigned to them in or pursuant to the Indenture, as so supplemented or amended. The Class A-1 Notes, the Class A-2 Notes and the Class A-3 Notes (collectively, the "Notes") are and will be equally and ratably secured by the collateral pledged as security therefor as provided in the Indenture. Principal payable on the Class A-3 Notes will be paid on each Distribution Date in the amount specified in the Indenture. As described above, the entire unpaid principal amount of this Note will be payable on the earlier of the Class A-3 Final Scheduled Distribution Date and the Redemption Date, if any, selected pursuant to the Indenture. Notwithstanding the foregoing, under certain circumstances, the entire unpaid principal amount of the Class A-3 Notes shall be due and payable following the occurrence and continuance of an Event of Default, as described in the Indenture. All principal payments on the Class A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto. Payments of principal and interest on this Note due and payable on each Distribution Date or Redemption Date shall be made by check mailed to the Person whose name appears as the registered holder hereof (or one or more Predecessor Notes) on the Note Register as of the close of business on the related Record Date, except that with respect to Notes registered on the Record Date in the name of the nominee of the Depository (initially, such nominee to be Cede & Co.), payments will be made by wire transfer in immediately available funds to the account designated by such nominee. Such checks shall be mailed to the Person entitled thereto at the address of such Person as it appears on the Note Register as of the applicable Record Date without requiring that this Note be submitted for notation of payment. Any reduction in the principal amount of this Note (or any one or more Predecessor Notes) affected by any payments made on any Distribution Date or Redemption Date shall be binding upon all future holders hereof and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are expected to be available, as provided in the Indenture, for payment in full of the remaining unpaid principal amount of this Note on a Distribution Date or Redemption Date, then the Trustee, in the name of and on behalf of the Issuer, will notify the Person who was the registered holder hereof as of the Record Date preceding such Distribution Date or Redemption Date by notice mailed within five days of such Distribution Date or Redemption Date and the amount then due and payable shall be payable only upon presentation and surrender of this Note at the Corporate Trust Office of the Trustee or at the office of the Trustee's agent appointed for such purposes located in The City of New York. E-4 93 As provided in the Indenture, the Notes may be redeemed pursuant to the Indenture, in whole, but not in part, at the option of the Seller, on any Distribution Date as of which (i) the Aggregate Scheduled Balance is less than or equal to 10% of the Cut-Off Date Aggregate Scheduled Balance and (ii) the aggregate outstanding principal amount of the Securities is less than 5% of the aggregate outstanding principal amount of the Securities as of the Closing Date. As provided in the Indenture and subject to certain limitations set forth therein, the transfer of this Note may be registered on the Note Register upon surrender of this Note for registration of transfer at the office or agency designated by the Issuer pursuant to the Indenture. No service charge will be charged for any registration of transfer or exchange of this Note, but the transferor may be required to pay a sum sufficient to cover any Tax or other governmental charge that may be imposed in connection with any such registration of transfer or exchange. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that no recourse may be taken, directly or indirectly, with respect to the obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or under the Indenture or any certificate or other writing delivered in connection therewith, against (i) the Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or employee of the Trustee or the Owner Trustee in its individual capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee or the Trustee or of any successor or assign of the Trustee or the Owner Trustee in its individual capacity, except as any such Person may have expressly agreed and except that any such partner, owner or beneficiary shall be fully liable, to the extent provided by applicable law, for any unpaid consideration for stock, unpaid capital contribution or failure to pay any installment or call owing to such entity. Each Noteholder or Note Owner, by acceptance of a Note or, in the case of a Note Owner, a beneficial interest in a Note, covenants and agrees that by accepting the benefits of the Indenture and such Note that such Noteholder or Note Owner will not at any time institute against the Seller or the Issuer, or join in any institution against the Seller or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Notes, the Indenture or the other Basic Documents. The Issuer has entered into the Indenture, and this Note is issued with the intention that, for federal, state and local income, single business and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer secured by the Indenture Trust Estate. Each Noteholder, by acceptance of a Note (and each Note Owner by acceptance of a beneficial interest in a Note), agrees to treat the Notes for federal, state and local income, single business and franchise tax purposes as indebtedness of the Issuer. Prior to the due presentment for registration of transfer of this Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the Person in whose name this Note (as of the day of determination or as of such other date as may be specified in the Indenture) is E-5 94 registered as the owner hereof for all purposes, whether or not this Note be overdue, and neither the Issuer, the Trustee nor any such agent shall be affected by notice to the contrary. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Noteholders under the Indenture at any time by the Issuer with the consent of Noteholders representing a majority of the Outstanding Amount. The Indenture also contains provisions permitting Noteholders representing specified percentages of the Outstanding Amount, on behalf of all Noteholders, to waive compliance by the Issuer with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Noteholder hereof (or any one of more Predecessor Notes) shall be conclusive and binding upon such Noteholder and upon all future holders hereof and of any Note issued upon the registration of transfer hereof or in exchange hereof or in lieu hereof whether or not notation of such consent or waiver is made upon this Note. The Indenture also permits the Trustee to amend or waive certain terms and conditions set forth in the Indenture without the consent of Noteholders issued thereunder. The Notes are issuable only in registered form in denominations as provided in the Indenture, subject to certain limitations therein set forth. The Notes may not be purchased with the assets of an employee benefit plan (a "Benefit Plan") if the Seller, the Servicer, the Trustee, the Owner Trustee or any of their Affiliates (i) has investment or administrative discretion with respect to such Benefit Plan assets; (ii) has authority or responsibility to give, or regularly gives, investment advice with respect to such Benefit Plan assets, for a fee and pursuant to an agreement or understanding that such advice (a) will serve as a primary basis for investment decisions with respect to such Benefit Plan assets and (b) will be based on the particular investment needs for such Benefit Plan; or (iii) is an employer maintaining or contributing to such Benefit Plan. This Note and the Indenture shall be construed in accordance with the laws of the State of California, and the obligations, rights and remedies of the parties hereunder and thereunder shall be determined in accordance with such laws, except that the duties of the Trustee under the Indenture shall be governed by the laws of the State of New York. No reference herein to the Indenture and no provision of this Note or of the Indenture shall alter or impair the obligation of the Issuer, which is absolute and unconditional, to pay the principal of and interest on this Note at the times, place and rate, and in the coin or currency herein prescribed. E-6 95 EXHIBIT G FORM OF 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 type name and address, including postal zip code, of assignee) - -------------------------------------------------------------------------------- the within Note, and all rights thereunder, hereby irrevocably constituting and appointing - -------------------------------------------------------------------------------- to transfer said Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: ----------------------- Signature Guaranteed By: - --------------------------------------------------- --------------------------------------------------- Signature must be guaranteed by an eligible Notice: The signature(s) on this assignment must guarantor institution that is a participant in the correspond with the name(s) as it appears on the Securities Transfer Agent's Medallion Program face of the within Note in every particular, (STAMP) or similar signature guarantee program. without alteration, enlargement, or any change whatsoever.
- --------------------------------------------------- (Authorized Officer) G-1 EX-4.3 6 FORM OF POOLING AND SERVICING AGREEMENT 1 EXHIBIT 4.3 ================================================================================ FLEETWOOD CREDIT RECEIVABLES CORP., as Seller FLEETWOOD CREDIT CORP., as Servicer and ______________________, as Trustee on behalf of the Certificateholders ------------------------------------------------------ POOLING AND SERVICING AGREEMENT Dated as of _________ 1, 199__ ------------------------------------------------------ $____________ Fleetwood Credit RV Receivables 199__-__ Grantor Trust Asset Backed Certificates ================================================================================ 2 TABLE OF CONTENTS
Page ---- 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) 3
Page ---- 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
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Page ---- 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) 5 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; 6 (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 2 7 (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; 3 8 (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. 4 9 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. 5 10 "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. 6 11 "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. 7 12 "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. 8 13 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. 9 14 (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] 10 15 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: 16 SCHEDULE A SCHEDULE OF RECEIVABLES Omitted - Originals on file at the offices of the Seller, the Servicer and the Trustee. SA-1 17 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 18 Fleetwood Credit Corp. 10895 Lowell Street Suite 280 Overland Park, Kansas 66225 SB-2 19 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 20 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) $
C-3 34 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) $
C-4 35 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__-__) C-6 36 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 D-1 37 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. D-2 38 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; E-1 39 (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: E-2 EX-4.4 7 FORM OF STANDARD TERMS AND CONDITIONS 1 EXHIBIT 4.4 ================================================================================ FLEETWOOD CREDIT CORP., as Servicer FLEETWOOD CREDIT RECEIVABLES CORP., as Seller Fleetwood Credit RV Receivables Grantor Trust Standard Terms and Conditions of Agreement (Pre-Funded Senior/Subordinated) Effective _______ 1, 199__ ================================================================================ 2 TABLE OF CONTENTS Page ARTICLES ONE - TEN [Reserved] ARTICLE ELEVEN DEFINITIONS Section 11.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 11.02. Initial Cutoff Date and Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 11.03. Usage of Terms . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 11.04. Section References . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 Section 11.05. Separate Agreements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 ARTICLE TWELVE THE RECEIVABLES Section 12.01. Representations and Warranties of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Section 12.02. Repurchase Upon Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 12.03. Conveyance of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 Section 12.04. Custody of Receivable Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 12.05. Duties of Servicer as Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 12.06. Instructions; Authority to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 12.07. Indemnification by Servicer as Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 Section 12.08. Effective Period and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 ARTICLE THIRTEEN ADMINISTRATION AND SERVICING OF RECEIVABLES Section 13.01. Duties of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 13.02. Collection of Receivable Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 Section 13.03. Realization Upon Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 Section 13.04. Physical Damage Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
(i) 3 Page Section 13.05. Maintenance of Security Interests in Financed Vehicles . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.06. Covenants of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.07. Purchase of Receivables Upon Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 Section 13.08. Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 13.09. Servicer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 13.10. Annual Statement as to Compliance; Notice of Default; Opinion as to Interest of the Trustee in the Receivables . . . . . . . . . . . . . . . . . . 28 Section 13.11. Annual Independent Certified Public Accountant's Report . . . . . . . . . . . . . . . . . . . . . . . 29 Section 13.12. Access to Certain Documentation and Information Regarding Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 13.13. Reports to Certificateholders and Rating Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . 30 ARTICLE FOURTEEN DISTRIBUTIONS; RESERVE FUND; PRE-FUNDING ACCOUNT; STATEMENTS TO CERTIFICATEHOLDERS Section 14.01. Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 14.02. Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 14.03. Application of Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 14.04. Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 14.05. Non-Reimbursable Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 14.06. Additional Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 14.07. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 14.08. Subordination; Reserve Fund; Priority of Distributions . . . . . . . . . . . . . . . . . . . . . . . 37 Section 14.09. Pre-Funding Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 14.10. Net Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40 Section 14.11. Statements to Certificateholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41 ARTICLE FIFTEEN THE SERVICER LETTER OF CREDIT Section 15.01. Servicer Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43
(ii) 4 Page ARTICLE SIXTEEN THE CERTIFICATES Section 16.01. The Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 16.02. Execution, Authentication and Delivery of Certificates . . . . . . . . . . . . . . . . . . . . . . . 45 Section 16.03. Registration of Transfer and Exchange of Certificates . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 16.04. Mutilated, Destroyed, Lost or Stolen Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 16.05. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 16.06. Access to List of Certificateholder Names and Addresses . . . . . . . . . . . . . . . . . . . . . . . 47 Section 16.07. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Section 16.08. Temporary Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47 Section 16.09. Book-Entry Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Section 16.10. Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Section 16.11. Definitive Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 ARTICLE SEVENTEEN THE SELLER Section 17.01. Representations of Seller . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50 Section 17.02. Liability of Seller; Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 17.03. Merger or Consolidation of, or Assumption of the Obligations of, Seller; Certain Limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 17.04. Limitation on Liability of Seller and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Section 17.05. Seller May Own Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53 Section 17.06. No Transfer of Excess Amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 ARTICLE EIGHTEEN THE SERVICER Section 18.01. Representations of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55 Section 18.02. Liability of Servicer; Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Section 18.03. Merger, Consolidation or Assumption of Obligations of Servicer . . . . . . . . . . . . . . . . . . . 57 Section 18.04. Limitation on Liability of Servicer and Others . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Section 18.05. Servicer Not to Resign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
(iii) 5 Page ARTICLE NINETEEN EVENTS OF DEFAULT Section 19.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Section 19.02. Trustee to Act; Appointment of Successor Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . 60 Section 19.03. Reimbursement for Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Section 19.04. Notification of Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 Section 19.05. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 ARTICLE TWENTY THE TRUSTEE Section 20.01. Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62 Section 20.02. Trustee's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Section 20.03. Trustee's Assignment of Repurchased and Removed Receivables . . . . . . . . . . . . . . . . . . . . . 63 Section 20.04. Certain Matters Affecting Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Section 20.05. Trustee Not Liable for Certificates or Receivables . . . . . . . . . . . . . . . . . . . . . . . . . 65 Section 20.06. Trustee May Own Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Section 20.07. Trustee's Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Section 20.08. Indemnity of Trustee and Successor Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 Section 20.09. Eligibility Requirements for Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 Section 20.10. Resignation or Removal of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67 Section 20.11. Successor Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 Section 20.12. Merger or Consolidation of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 68 Section 20.13. Appointment of Co-Trustee or Separate Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 Section 20.14. Representations and Warranties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 ARTICLE TWENTY ONE TERMINATION Section 21.01. Termination of the Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72 Section 21.02. Optional Purchase of All Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73 Section 21.03. Sale of All Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 73
(iv) 6 Page ARTICLE TWENTY TWO MISCELLANEOUS PROVISIONS Section 22.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 76 Section 22.02. Protection of Title to Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77 Section 22.03. Limitation on Certificateholder Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 Section 22.04. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 Section 22.05. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79 Section 22.06. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Section 22.07. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Section 22.08. Certificates Nonassessable and Fully Paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 Section 22.09. No Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80 EXHIBITS Exhibit A - Servicer Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 Exhibit B - Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 Exhibit C-1 - Trustee's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1-1 Exhibit C-2 - Trustee's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-2-1
(v) 7 FLEETWOOD CREDIT RV RECEIVABLES GRANTOR TRUST STANDARD TERMS AND CONDITIONS OF AGREEMENT (PRE-FUNDED SENIOR/SUBORDINATED) EFFECTIVE ________ 1, 199__ for Fleetwood Credit RV Receivables Grantor Trusts formed subsequent to the date specified above INTRODUCTION These Standard Terms and Conditions of Agreement (Pre-Funded Senior/Subordinated) Effective _________ 1, 199__ (the "Standard Terms and Conditions") shall be applicable to Fleetwood Credit RV Receivables Grantor Trusts formed on or after the date hereof, with respect to which a Pooling and Servicing Agreement incorporating by reference these Standard Terms and Conditions shall have been executed. ARTICLE ELEVEN DEFINITIONS Section 11.01. Definitions. Whenever used in the Agreement, the following words and phrases, unless the context otherwise requires, shall have the following meanings: "Accounts" means the Certificate Account and the Pre-Funding Account. "Accrued Interest" on a Receivable, as of any Distribution Date, means the amount of interest, if any, accrued on the Principal Balance of such Receivable at the related APR since the most recent date upon which a payment was made by or on behalf of the related Obligor in respect of such Receivable through the end of the Collection Period immediately preceding the Collection Period in which such Distribution Date occurs. "Addition Notice" means with respect to the transfer of Subsequent Receivables to the Trust pursuant to the Agreement and a Transfer Agreement, notice, substantially in the form attached as an Exhibit to the Agreement, which shall be given to the Trustee and each Rating Agency not later than six Business Days prior to the related Subsequent Transfer Date, of the Seller's designation of Subsequent Receivables to be sold to the Trust and the aggregate Principal Balances of such Subsequent Receivables as of the related Subsequent Cutoff Date. "Advance" shall have the meaning specified in Section 14.04. 8 "Advisor" shall have the meaning specified in Section 21.03. "Agreement" means the Pooling and Servicing Agreement executed by the Seller, the Servicer and the Trustee as of the Initial Cutoff Date, into which these Standard Terms and Conditions shall be incorporated by reference, and all amendments and supplements thereto. "Amount Financed" in respect of a Receivable means the amount advanced under such Receivable toward the purchase price of the related Financed Vehicle and any related costs. "Annual Percentage Rate" or "APR" of a Receivable means the annual rate of interest stated in such Receivable. "Auction" shall have the meaning specified in Section 21.03. "Auction Procedures" shall have the meaning specified in Section 21.03. "Auction Property" shall have the meaning specified in Section 21.03. "Authorized Officer" means an officer of the Trustee assigned to the Corporate Trust Office, including any Vice President, any trust officer or any other officer performing functions similar to those performed by the individuals who at the time shall be such officers, and any other officer of the Trustee to whom a matter is referred because of his knowledge of and familiarity with the particular subject. "Available Funds" means, with respect to any Distribution Date, the sum of (i) the earnings received by the Trustee during the related Collection Period from investment of the Pre-Funded Amount on deposit in the Pre-Funding Account (which earnings are withdrawn from the Pre-Funding Account and deposited into the Certificate Account pursuant to Section 14.07(a)(i)); (ii) the Negative Carry Amount, if any, for such Collection Period (which amount is withdrawn from the Reserve Fund and deposited into the Certificate Account pursuant to Section 14.07(a)(iii)); (iii) all cash received by the Servicer in respect of the Receivables under the Agreement during the related Collection Period (including Non-Reimbursable Payments and Advances but other than (a) late payment and extension fees and administrative charges, if any, and (b) recoveries by the Servicer of amounts on the Receivables that were repurchased by the Seller or purchased by the Servicer prior to the related Collection Period); and (iv) the Repurchase Amounts of all Receivables purchased or to be purchased under the Agreement in respect of the related Collection Period. "Book-Entry Certificates" means a beneficial interest in the Class A Certificates or Class B Certificates, as the case may be, ownership and transfers of which shall be made through book entries by a Clearing Agency as described in Section 16.09. 2 9 "Business Day" means any day that is not a Saturday, Sunday or other day on which banking institutions in the States of California, Delaware or New York are authorized or obligated by law, executive order or government decree to remain closed. "Certificate Account" means the account designated as such and established and maintained pursuant to Section 14.01. "Certificate Owner" means, with respect to a Book-Entry Certificate, the Person who is the owner of such Book-Entry Certificate, as reflected on the books of the Clearing Agency, or on the books of a Person maintaining an account with such Clearing Agency (directly or as an indirect participant, in accordance with the rules of such Clearing Agency) and shall mean, with respect to a Definitive Certificate, the related Certificateholder. "Certificate Register" and "Certificate Registrar" mean the register maintained and the registrar (or any successor thereto) appointed pursuant to Section 16.03. "Certificateholder" or "Holder" means the Person in whose name a Certificate shall be registered in the Certificate Register, except that, solely for the purposes of giving any consent, waiver, request or demand pursuant to the Agreement, the interest evidenced by any Certificate registered in the name of the Seller or the Servicer, or any Person controlling, controlled by or under common control with the Seller or the Servicer, or evidenced by a Book-Entry Certificate of which the Seller, the Servicer or any such Person is the Certificate Owner, shall not be taken into account in determining whether the requisite percentage necessary to effect any such consent, waiver, request or demand shall have been obtained. "Certificates" means the Class A Certificates and the Class B Certificates. "Class" means all Certificates whose form is identical except for variation in denomination, principal amount, owner or designation of class. "Class A Certificate" means any one of the Class A Certificates executed and authenticated by the Trustee in substantially the form set forth as an Exhibit to the Agreement. "Class A Certificate Balance" shall equal, initially, the Original Class A Certificate Balance and, thereafter, shall equal the Original Class A Certificate Balance, reduced by all amounts previously distributed on the Class A Certificates and allocable to principal. "Class A Distributable Amount" means, with respect to any Distribution Date, the sum of the Class A Principal Distributable Amount and the Class A Interest Distributable Amount. "Class A Interest Carryover Shortfall" means, with respect to any Distribution Date, the excess, if any, of (a) the Class A Interest Distributable Amount for such Distribution Date and 3 10 any outstanding Class A Interest Carryover Shortfall from the immediately preceding Distribution Date plus interest on such outstanding Class A Interest Carryover Shortfall, to the extent permitted by law, at the Class A Pass-Through Rate from such immediately preceding Distribution Date through the current Distribution Date, over (b) the amount of interest distributed to the Class A Certificateholders on such current Distribution Date. "Class A Interest Distributable Amount" means, with respect to any Distribution Date, the product of one-twelfth of the Class A Pass-Through Rate and the Class A Certificate Balance (or, in the case of the first Distribution Date, the Original Pool Balance) as of the immediately preceding Distribution Date (after giving effect to distributions of principal to be made on such immediately preceding Distribution Date). "Class A Pass-Through Rate" shall have the meaning specified in the Agreement. "Class A Percentage" shall have the meaning specified in the Agreement. "Class A Pool Factor" means, with respect to any Record Date, a seven-digit decimal figure equal to the Class A Certificate Balance as of such Record Date divided by the Original Class A Certificate Balance. "Class A Principal Carryover Shortfall" means, with respect to any Distribution Date, the excess, if any, of the Class A Principal Distributable Amount plus any outstanding Class A Principal Carryover Shortfall with respect to one or more prior Distribution Dates over the amount of principal that the Holders of the Class A Certificates actually received on such current Distribution Date. "Class A Principal Distributable Amount" means, with respect to any Distribution Date, the Class A Percentage of the Monthly Principal Payment (but not exceeding the Class A Certificate Balance as of such Distribution Date). In addition, with respect to the Distribution Date relating to the Collection Period in which the last Receivable in the Trust is scheduled to mature or the Distribution Date relating to the Record Date as of which all remaining Receivables are to be purchased pursuant to Section 21.02 or 21.03, the Class A Principal Distributable Amount will include the portion of such amount necessary (after giving effect to the other amounts to be distributed to the Class A Certificateholders on such Distribution Date and allocable to principal) to reduce the Class A Certificate Balance to zero. "Class B Certificate" means any one of the Class B Certificates executed and authenticated by the Trustee in substantially the form set forth as an Exhibit to the Agreement. "Class B Certificate Balance" shall equal, initially, the Original Class B Certificate Balance and, thereafter, shall equal the Original Class B Certificate Balance, reduced by (a) all 4 11 amounts previously distributed on the Class B Certificates and allocable to principal and (b) Realized Losses allocable to the Class B Certificates. "Class B Distributable Amount" means, with respect to any Distribution Date, the sum of (a) the Class B Principal Distributable Amount, (b) the Class B Interest Distributable Amount and (c) recoveries to the extent allocable to principal on Receivables which became Defaulted Receivables in one or more prior Collection Periods. "Class B Interest Carryover Shortfall" means, with respect to any Distribution Date, the excess, if any, of (a) the Class B Interest Distributable Amount for such Distribution Date and any outstanding Class B Interest Carryover Shortfall from the immediately preceding Distribution Date plus interest on such outstanding Class B Interest Carryover Shortfall, to the extent permitted by law, at the Class B Pass-Through Rate from such immediately preceding Distribution Date through the current Distribution Date, over (b) the amount of interest distributed to the Class B Certificateholders on such current Distribution Date. "Class B Interest Distributable Amount" means, with respect to any Distribution Date, the product of one-twelfth of the Class B Pass-Through Rate and the Class B Certificate Balance (or, in the case of the first Distribution Date, the Original Pool Balance) as of the immediately preceding Distribution Date (after giving effect to distributions of principal made on such immediately preceding Distribution Date). "Class B Pass-Through Rate" shall have the meaning specified in the Agreement. "Class B Percentage" shall have the meaning specified in the Agreement. "Class B Pool Factor" means, with respect to any Record Date, a seven-digit decimal equal to the Class B Certificate Balance as of such Record Date divided by the Original Class B Certificate Balance. "Class B Principal Carryover Shortfall" means, with respect to any Distribution Date, the excess, if any, of the Class B Principal Distributable Amount plus any outstanding Class B Principal Carryover Shortfall with respect to one or more prior Distribution Dates over the amount of principal that the Holders of the Class B Certificates actually received on such current Distribution Date. "Class B Principal Distributable Amount" means, with respect to any Distribution Date, the Class B Percentage of the Monthly Principal Payment (but not exceeding the Class B Certificate Balance as of such Distribution Date). "Class Percentage" means the Class A Percentage or the Class B Percentage, as the case may be. 5 12 "Clearing Agency" means an organization registered as a "clearing agency" pursuant to Section 17A of the Exchange Act. "Clearing Agency Participant" means a broker, dealer, bank, other financial institution or other Person for whom from time to time a Clearing Agency effects book-entry transfers and pledges of securities deposited with the Clearing Agency. "Closing Date" shall have the meaning specified in the Agreement. "Code" means the Internal Revenue Code of 1986, as amended. "Collected Interest" means, with respect to each Collection Period, the sum of (i) the earnings received by the Trustee during the related Collection Period from investment of the Pre-Funded Amount on deposit in the Pre-Funding Account (which earnings are withdrawn from the Pre-Funding Account and deposited into the Certificate Account pursuant to Section 14.07(a)(i)); (ii) the Negative Carry Amount, if any, for such Collection Period (which amount is withdrawn from the Reserve Fund and deposited into the Certificate Account pursuant to Section 14.07(a)(iii)); and (iii) the portion of all payments received by the Servicer on or in respect of the Receivables during such Collection Period allocable to interest. "Collected Principal" means, with respect to each Collection Period, the portion of all Available Funds received by the Servicer on or in respect of the Receivables during such Collection Period allocable to principal. "Collection Period" means, as to any Distribution Date and the related Record Date, the calendar month ending immediately prior to such Distribution Date. "Commission" means the Securities and Exchange Commission, and any successor thereto. "Corporate Trust Office" means the office of the Trustee at which its corporate trust business shall be administered, which office shall be specified in the Agreement, or such office at some other address as the Trustee may designate from time to time by notice to the Certificateholders, the Seller, the Servicer and the Letter of Credit Bank, if any. "Cutoff Date" shall have the meaning specified in the Agreement. "Dealer" means the dealer who sold a Financed Vehicle and who originated and assigned the Receivable relating to such Financed Vehicle to Fleetwood Credit under an agreement with Fleetwood Credit. 6 13 "Defaulted Receivable" means a Receivable (other than a Repurchased Receivable) as to which (i) all or any part of a scheduled payment is 180 days delinquent or (ii) the Servicer has determined, in accordance with its customary servicing procedures, that eventual payment in full is unlikely and has repossessed and liquidated the related Financed Vehicle within such 180 day period. "Definitive Certificates" shall have the meaning specified in Section 16.08. "Delinquency Percentage" for any Fiscal Quarter means a percentage equal to the average of the month end percentages, the numerator of which is the aggregate principal balance of the Receivables (excluding Defaulted Receivables) that are 90 days or more past due (which amount shall include Receivables in respect of Financed Vehicles that have been repossessed but not yet sold or otherwise liquidated) and the denominator of which is the Pool Balance, in each case calculated on the last day of the three related Collection Periods in such Fiscal Quarter. "Delivery" when used with respect to Reserve Fund Property means: (a) with respect to certificated securities, bankers' acceptances, commercial paper, negotiable certificates of deposit and any other obligations which evidence a right to the payment of money and is not itself a security agreement or lease and is of a type which is in ordinary course of business transferred by delivery with necessary endorsement or assignment (collectively, "Physical Property"): (A) the Trustee or its Financial Intermediary acquires possession of the Physical Property, and evidence that any such Physical Property that is in registrable form has been registered in the name of the Trustee, its Financial Intermediary, its custodian or its nominee; (B) the Financial Intermediary, not a clearing corporation, sends the Trustee confirmation of the transfer and also by book entry or otherwise identifies as belonging to the Trustee the Physical Property in the Financial Intermediaries possession; or (C) with respect to a clearing corporation, appropriate entries to the account of the Trustee or a Person designated by him or her and, if certificated, it is both, in the custody of the clearing corporation or another clearing corporation, a custodian bank or a nominee of any of them and, in bearer form or endorsed in blank by the appropriate person or registered in the name of the clearing corporation, custodian bank, or a nominee of any of them. (b) with respect to any Reserve Fund Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC: (i) book-entry registration of such Reserve Fund Property to an appropriate book-entry account maintained with a Federal Reserve Bank by the Trustee or by a custodian, as collateral agent, and issuance to the Trustee or to such custodian, as the case may be, as collateral agent, of a deposit advice or other written confirmation of such book-entry registration; (ii) the making by any such 7 14 custodian of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations as belonging to the Trustee, and indicating that such custodian holds such Reserve Fund Property solely as agent for the Trustee, and the making by the Trustee of entries in its books and records establishing that it holds such Reserve Fund Property solely as collateral agent, and the making by the Trustee of entries in its books and records establishing that it holds such Reserve Fund Property solely as Trustee pursuant to Section 14.08 and (iii) such additional or alternative procedures as may hereafter become appropriate to effect complete transfer of ownership of any such Reserve Fund Property to the Trustee, acting solely as collateral agent, consistent with changes in applicable law or regulations or the interpretation thereof; and (c) with respect to any Reserve Fund Property that is an uncertificated security under Article 8 of the UCC and that is not governed by clause (b) above, registration of the transfer to and ownership of such Reserve Fund Property by the Trustee, its Financial Intermediary, its custodian or its nominee, acting solely as collateral agent, by the issuer of such Reserve Fund Property. "Determination Date" means, as to any Distribution Date, the eighth calendar day of the month in which such Distribution Date occurs or, if such day is not a Business Day, the immediately succeeding Business Day. "Distribution Date" means, for each Collection Period, the fifteenth day of the following month, or if such day is not a Business Day, the immediately succeeding Business Day, commencing with the date specified in the Agreement. "DTC" means The Depository Trust Company, and any successor thereto. "Duff & Phelps" means Duff & Phelps Credit Rating Co., and any successor thereto. "Event of Default" shall have the meaning specified in Section 19.01. "Excess Amounts" shall have the meaning set forth in Section 14.07(c). "Exchange Act" means the Securities Exchange Act of 1934, as amended. "FDIC" means the Federal Deposit Insurance Corporation, and any successor thereto. "FHLMC" means the Federal Home Loan Mortgage Corporation, and any successor thereto. "FNMA" means the Federal National Mortgage Association, and any successor thereto. 8 15 "Final Funding Period Distribution Date" shall have the meaning specified in the Agreement. "Final Scheduled Distribution Date" shall have the meaning specified in the Agreement. "Financed Vehicle" with respect to a Receivable means the recreational vehicle, together with all accessions thereto, securing the related Obligor's indebtedness under such Receivable. "Financial Intermediary" shall have the meaning specified in Section 8-313(4) of the UCC. "Fiscal Quarters" means each of the following three-month periods: (i) January, February and March; (ii) April, May and June; (iii) July, August and September; and (iv) October, November and December. "Fleetwood Credit" means Fleetwood Credit Corp., and any successor thereto. "Funding Period" shall have the meaning specified in the Agreement. "Independent Director" means a director of the Seller who is not (a) a director, officer or employee of any affiliate of the Seller; (b) a person related to any officer or director of any affiliate of the Seller; (c) a holder (directly or indirectly) of more than 10% of any voting securities of any affiliate of the Seller; or (d) a person related to a holder (directly or indirectly) of more than 10% of any voting securities of any affiliate of the Seller. "Initial Cutoff Date" shall have the meaning specified in the Agreement. "Initial Receivables" means the Receivables initially transferred by the Seller to the Trust pursuant to the Agreement on the Closing Date, which Receivables are listed on the Schedule of Receivables. "Initial Servicer Letter of Credit Amount" shall have the meaning specified in the Servicer Letter of Credit, if any. "Letter of Credit Bank" means any Person which has provided a Servicer Letter of Credit in accordance with Section 15.01. "Letter of Representations" means the agreement among the Seller, the Trustee and the initial Clearing Agency, dated as of the Closing Date, substantially in the form attached as an Exhibit to the Agreement. 9 16 "Lien" means a security interest, lien, charge, claim, pledge, equity or encumbrance of any kind other than tax liens, mechanics' liens and any liens which attach to a Receivable or any property, as the context may require, by operation of law. "Liquidation Proceeds" means monies collected (from whatever source) during a Collection Period on or in respect of a Defaulted Receivable, net of all amounts (i) expended by the Servicer in effecting such collections and (ii) required by law to be remitted to the related Obligor. "Monthly Principal Payment" means, as of any Distribution Date, an amount equal to (i) the sum of the Pool Balance (or, with respect to the first Distribution Date, the Original Pool Balance) plus the amount on deposit in the Pre-Funding Account (other than investment earnings), in each case as of the first day of the related Collection Period, less (ii) the sum of the Pool Balance plus the amount on deposit in the Pre-Funding Account (other than investment earnings), in each case as of the last day of the related Collection Period. "Moody's" means Moody's Investors Service, Inc., and any successor thereto. "Negative Carry Amount" means, with respect to any Distribution Date relating to the Funding Period, an amount equal to the negative difference, if any, between (i) one month's interest on the Pre-Funded Amount on deposit in the Pre-Funding Account as of the first day of the related Collection Period at a rate equal to the weighted average of the Class A Pass-Through Rate and the Class B Pass-Through Rate (weighted by Original Class Certificate Balance) and (ii) the earnings received by the Trustee during such Collection Period from investment of such Pre-Funded Amount. "Non-Reimbursable Payment" means, as of any Record Date, the payment required to be made by the Servicer pursuant to Section 14.05. "Obligor" on a Receivable means the purchaser or co-purchasers of the related Financed Vehicle purchased in part or in whole by the execution and delivery of such Receivable or any other Person who owes or may be liable for payments under such Receivable. "Offered Securities" shall have the meaning specified in Section 17.03. "Officer's Certificate" means a certificate signed by the President, any Vice President, the Treasurer, the Secretary or any Assistant Secretary of the Seller or the Servicer, as the case may be, and delivered to the Trustee. "Opinion of Counsel" means a written opinion of counsel (who may be an employee of or outside counsel to the Seller or the Servicer), which counsel shall be acceptable to the Trustee. 10 17 "Original Class A Certificate Balance" shall have the meaning specified in the Agreement. "Original Class B Certificate Balance" shall have the meaning specified in the Agreement. "Original Pool Balance" shall have the meaning specified in the Agreement. "Original Pre-Funded Amount" shall have the meaning specified in the Agreement. "Paid-Ahead Receivables" means Receivables the Principal Balance of which have been reduced by one or more scheduled monthly payments made in advance by the related Obligor. "Permitted Investments" means, at any time, any one or more of the following obligations and securities: (i) obligations of the United States or any agency thereof, provided such obligations are backed by the full faith and credit of the United States; (ii) general obligations of or obligations guaranteed by any State then rated the highest rating of each Rating Agency for such obligations, or such lower rating (as approved in writing by each Rating Agency) as will not result in the qualification, downgrading or withdrawal of the rating then assigned to the Rated Certificates by such Rating Agency; (iii) commercial paper then rated the highest rating of each Rating Agency for commercial paper, or such lower rating (as approved in writing by each Rating Agency) as will not result in the qualification, downgrading or withdrawal of the rating then assigned to the Rated Certificates by such Rating Agency; (iv) certificates of deposit, demand or time deposits, federal funds or banker's acceptances issued by any depository institution or trust company incorporated under the laws of the United States or of any State and subject to supervision and examination by federal or state banking authorities, provided that the commercial paper of such depository institution or trust company is then rated the highest rating of each Rating Agency for such obligations, or such lower rating (as approved in writing by each Rating Agency) as will not result in the qualification, downgrading or withdrawal of the rating then assigned to the Rated Certificates by such Rating Agency; (v) demand or time deposits or certificates of deposit issued by any bank, trust company, savings bank or other savings institution, which deposits are fully insured by the FDIC; 11 18 (vi) guaranteed reinvestment agreements issued by any bank, insurance company or other corporation (as approved in writing by each Rating Agency) as will not result in the qualification, downgrading or withdrawal of the rating then assigned to the Rated Certificates by each Rating Agency; (vii) repurchase obligations with respect to any security described in clauses (i), (ii) or (viii) hereof or any other security issued or guaranteed by the FHLMC, FNMA or any other agency or instrumentality of the United States which is backed by the full faith and credit of the United States, in either case entered into with a federal agency or a depository institution or trust company (acting as principal) described in clause (iv) above; and (viii) such other investments acceptable to each Rating Agency (as approved in writing by each Rating Agency) as will not result in the qualification, downgrading or withdrawal of the rating then assigned to the Rated Certificates by such Rating Agency; provided that each of the foregoing investments shall mature no later than the Business Day prior to the Distribution Date immediately following the date of purchase (other than instruments of which the Trustee is the obligor, which may mature on the related Distribution Date), and shall be required to be held to such maturity. "Person" means any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust, unincorporated organization or government or any agency or political subdivision thereof. "Physical Property" shall have the meaning specified in the definition of the term "Delivery." "Pool Balance" as of any Record Date, means the aggregate Principal Balance of the Receivables (excluding all Repurchased Receivables and Defaulted Receivables) as of the close of business on the last day of the Collection Period immediately preceding the Collection Period in which such Record Date occurs. "Pre-Funded Amount" means, with respect to (i) the first Distribution Date, the Original Pre-Funded Amount, and (ii) any Distribution Date thereafter, the amount on deposit in the Pre-Funding Account, after giving effect to the deposit of investment earnings for the related Collection Period into the Certificate Account on such Distribution Date pursuant to Section 14.07(a)(i). "Pre-Funding Account" means the account designated as such and established and maintained pursuant to Section 14.09. 12 19 "Principal Balance" of a Receivable as of any date, means the Amount Financed, without regard to any offsets or judicial reductions thereof, minus the sum of (i) that portion of all payments received on or prior to such date by the Servicer and allocable as a payment of principal pursuant to Section 14.03, (ii) any refunded portion of extended warranty protection plan costs, or of physical damage, credit life or disability insurance premiums included in the Amount Financed unless such refund must be paid to the related Obligor and (iii) any payment of the Repurchase Amount allocable to principal with respect to each Receivable which became a Defaulted Receivable or Repurchased Receivable during or prior to the related Collection Period. "Rated Certificates" means each Class of Certificates that has been rated by a Rating Agency at the request of the Seller. "Rating Agency" means each nationally recognized rating agency specified in the Agreement as from time to time shall be rating the Rated Certificates. "Realized Loss Percentage" for any Fiscal Quarter means a percentage with respect to the three Collection Periods that fell in such Fiscal Quarter equal to (a) the aggregate Repurchase Amount for all Receivables that become Defaulted Receivables during such Fiscal Quarter, minus (b) the sum of (i) the aggregate Liquidation Proceeds received by the Servicer during such Fiscal Quarter with respect to all Receivables that became Defaulted Receivables during such Fiscal Quarter and (ii) all recoveries in respect of Defaulted Receivables received during such Fiscal Quarter, to the extent not otherwise covered in clause (i) above, which amount is then divided by the mean of the three Pool Balances calculated as of the Record Date immediately preceding the first day of each Collection Period that fell in such Fiscal Quarter; such quotient is then multiplied by four to arrive at an annualized percentage. "Realized Losses" with respect to each Collection Period will equal the amount by which (a) the aggregate Principal Balance of all Receivables which became Defaulted Receivables during such Collection Period exceeds (b) the sum of (i) the aggregate Liquidation Proceeds recovered in respect of principal of such Defaulted Receivables during such Collection Period and (ii) recoveries in respect of all Defaulted Receivables received in such Collection Period, to the extent not otherwise covered in clause (i) above. "Receivable" means any Initial Receivable or Subsequent Receivable. "Receivable Files" means the documents specified in Section 12.04. "Receivables Pool" means the pool of Receivables included in the Trust. "Receivables Purchase Agreement" means the Receivables Purchase Agreement dated as of the Initial Cutoff Date, between Fleetwood Credit and the Seller. 13 20 "Record Date" means, in respect of a Distribution Date, the close of business on the day immediately preceding such Distribution Date or, if Definitive Certificates are issued, the last day of the calendar month immediately preceding such Distribution Date. "Recreational Vehicle Receivables" shall have the meaning specified in Section 17.03. "Repurchase Amount" as of any date, means the amount required to prepay in full the Principal Balance of a Receivable plus interest thereon at a rate equal to the sum of (i) the weighted average of the Class A Pass-Through Rate and the Class B Pass-Through Rate and (ii) the Servicing Fee Rate to the last day of the month in which such date occurs. "Repurchased Receivable" means a Receivable purchased as of a Record Date by the Servicer (or a successor to the Servicer) pursuant to Section 13.07 or 21.02 or by the Seller pursuant to Section 12.02 or 21.02. "Required Deposit Rating" means the rating or ratings specified in the Agreement. "Required Long Term Debt Rating" means the rating or ratings, if applicable, specified in the Agreement. "Required Rating" means the rating or ratings specified in the Agreement. "Required Servicer Rating" means the rating or ratings specified in the Agreement. "Reserve Fund" means the account established and maintained pursuant to Section 14.08. "Reserve Fund Initial Deposit" shall have the meaning specified in the Agreement. "Reserve Fund Property" shall have the meaning specified in Section 14.08(a)(ii). "Reset Percentage" shall have the meaning specified in the Servicer Letter of Credit, if any. "Residual Certificate" shall have the meaning specified in Section 16.01. "Schedule of Receivables" means the schedule of receivables attached as Schedule A to the Agreement, as it may be amended or supplemented (including pursuant to any Transfer Agreement) from time to time. "Securities Act" shall mean the Securities Act of 1933, as amended. "Securitization Agreement" shall have the meaning specified in Section 17.03. 14 21 "Seller" means Fleetwood Credit Receivables Corp., in its capacity as seller of the Receivables under the Agreement, and each successor to Fleetwood Credit Receivables Corp. (in the same capacity) pursuant to Section 17.03. "Servicer" means Fleetwood Credit, in its capacity as servicer of the Receivables, and each successor to Fleetwood Credit (in the same capacity) pursuant to Section 18.03 or 19.02. "Servicer Letter of Credit" means, if the Servicer desires to remit collections on or in respect of the Receivables to the Certificate Account on a monthly basis but the conditions of clause (a) of Section 14.02 are not otherwise satisfied, an irrevocable letter of credit, issued by the Letter of Credit Bank and naming the Trustee as beneficiary, substantially in, except as otherwise provided in the Agreement, the form attached hereto as Exhibit A. "Servicer Letter of Credit Amount" means the amount determined pursuant to Section 15.01(a). "Servicer Letter of Credit Percentage" shall have the meaning specified in the Servicer Letter of Credit, if any. "Servicer's Certificate" means an Officer's Certificate of the Servicer completed and executed pursuant to Section 13.09, substantially in the form attached as an Exhibit to the Agreement. "Servicing Fee" means the fee payable to the Servicer for services rendered during each Collection Period, determined pursuant to Section 13.08. "Servicing Fee Rate" shall have the meaning specified in the Agreement. "Specified Reserve Fund Balance" shall have the meaning specified in the Agreement. "Standard & Poor's" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and any successor thereto. "State" means any state of the United States or the District of Columbia. "Subsequent Cutoff Date" shall have the meaning specified in the related Transfer Agreement. "Subsequent Receivables" means the Receivables transferred by the Seller to the Trust pursuant to a Transfer Agreement on the related Subsequent Transfer Date, which Receivables are listed on Schedule A to the related Transfer Agreement. 15 22 "Subsequent Transfer Date" shall have the meaning specified in the related Transfer Agreement. "Successor Servicer" shall have the meaning specified in Section 19.02. "Transfer Agreement" means each Transfer Agreement, dated as of the related Subsequent Cutoff Date, among the Seller, Fleetwood Credit and the Trustee, pursuant to which Subsequent Receivables are conveyed to the Trust, substantially in the form attached as an Exhibit to the Agreement. "Trust" means the trust created by the Agreement, the estate of which shall consist of (i) the Receivables (other than Repurchased Receivables) and all payments due thereunder on and after the Initial Cutoff Date or any Subsequent Cutoff Date, as the case may be, other than Accrued Interest as of the opening of business on the Initial Cutoff Date or any Subsequent Cutoff Date, as the case may be; (ii) security interests in the Financed Vehicles; (iii) funds deposited in the Certificate Account and proceeds thereof; (iv) such monies as are from time to time on deposit in the Pre-Funding Account (including investment earnings thereon); (v) the Servicer Letter of Credit, if any; (vi) the right to realize upon any property (including the right to receive future Liquidation Proceeds) that shall have secured a Receivable and have been repossessed by or on behalf of the Trustee; (vii) proceeds from claims on any physical damage, credit life or disability insurance policies covering the Financed Vehicles or Obligors; (viii) the Seller's rights under the Receivables Purchase Agreement; (ix) the right of the Seller to receive payments pursuant to repurchase obligations of Dealers relating to the Receivables; and (x) all proceeds of the foregoing. The Reserve Fund shall not be a part of or otherwise includable in the Trust. "Trustee" means the Person acting as Trustee under the Agreement, its successor in interest and any successor trustee pursuant to Section 20.11. "Trustee's Certificate" means a certificate completed and executed by the Trustee by an Authorized Officer pursuant to Section 20.02 or 20.03, substantially in the form attached hereto as, in the case of assignment to the Seller, Exhibit C-1, and in the case of an assignment to the Servicer, Exhibit C-2. "UCC" means the Uniform Commercial Code as in effect in the respective jurisdiction or, with respect to Louisiana, the equivalent body of statutory and commercial law. "United States" means the United States of America. "Vice President" of any Person means any vice president of such Person, whether or not designated by a number or words before or after the title "Vice President." 16 23 "Voting Interests" means the aggregate voting strength evidenced by the Class A Certificates or the Class B Certificates, as the case may be; provided, however, that where the Voting Interests are relevant in determining whether the vote of the requisite percentage of Class A Certificateholders or Class B Certificateholders, as the case may be, necessary to effect any consent, waiver, request or demand shall have been obtained, the Voting Interests shall be deemed to be reduced by the amount equal to the Voting Interests (without giving effect to this provision) represented by the interests evidenced by any such Certificate registered in the name of the Seller, the Servicer or any Person controlling, controlled by or under common control with the Seller or the Servicer. Section 11.02. Initial Cutoff Date and Record Date. All references to the Record Date prior to the first Record Date in the life of the Trust shall be to the Initial Cutoff Date. Section 11.03. Usage of Terms. With respect to all terms in the Agreement, the singular includes the plural and the plural the singular; words importing any gender include the other genders; references to "writing" include printing, typing, lithography and other means of reproducing words in a visible form; references to agreements and other contractual instruments include all subsequent amendments thereto or changes therein entered into in accordance with their respective terms and not prohibited by the Agreement; references to Persons include their permitted successors and assigns; and the term "including" means "including without limitation." Section 11.04. Section References. All section references shall be to Sections in these Standard Terms and Conditions. Section 11.05. Separate Agreements. Each Agreement which shall incorporate by reference these Standard Terms and Conditions shall be separate and distinct from each other such Agreement, no provision of any such Agreement shall be applicable to any other such Agreement, and all references to "the Agreement" and to provisions thereof shall be references to a particular Agreement which incorporates these Standards Terms and Conditions. 17 24 ARTICLE TWELVE THE RECEIVABLES Section 12.01. Representations and Warranties of Seller. The Seller shall make the following representations and warranties as to the Receivables on which the Trustee shall rely in accepting the Receivables in trust and executing and authenticating the Certificates. Such representations and warranties shall speak as of the execution and delivery of the Agreement in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, but in each case shall survive the sale, transfer and assignment of the related Receivables to the Trustee and any subsequent assignment or transfer pursuant to Article Fifteen. (i) Characteristics of Receivables. Each Receivable (a) shall have been (1) originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer's business, (2) fully and properly executed by the parties thereto, (3) purchased by Fleetwood Credit from such Dealer under an agreement with Fleetwood Credit and (4) validly assigned by such Dealer to Fleetwood Credit in accordance with its terms and shall have been subsequently sold by Fleetwood Credit to the Seller, (b) shall have created or shall create a valid, subsisting and enforceable first priority perfected security interest in favor of Fleetwood Credit in the related Financed Vehicle, which security interest has been assigned by Fleetwood Credit to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Trustee, (c) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (d) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and provide for a finance charge or yield interest at its APR and (e) shall provide for, in the event that such Receivable is prepaid in full, a payment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount at least equal to its APR. (ii) Schedule of Receivables. The information set forth in the Schedule of Receivables shall be true and correct in all material respects as of the opening of business on the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be, and no selection procedures adverse to the Certificateholders shall have been utilized in selecting the Receivables from those Receivables of Fleetwood Credit which met the selection criteria set forth in this Section. (iii) Compliance with Law. Each Receivable shall have complied at the time it was originated or made, and shall comply at the time of execution of the Agreement in all 18 25 material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit, equal credit opportunity and disclosure laws. (iv) Binding Obligation. Each Receivable shall constitute the genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, liquidation and other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Government Obligor. None of the Receivables shall be due from the United States or any state or local government thereof or from any agency, department or instrumentality of the United States or any state or local government. (vi) Security Interest in Financed Vehicle. Immediately prior to the sale, assignment and transfer thereof, each Receivable shall be secured by a validly perfected first security interest in the related Financed Vehicle in favor of Fleetwood Credit as secured party or all necessary and appropriate action with respect to such Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of Fleetwood Credit as secured party. (vii) Receivables in Force. No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released from the lien granted by the related Receivable in whole or in part. (viii) No Waiver. No provision of a Receivable shall have been waived in such a manner that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto. (ix) No Amendments. No Receivable shall have been amended in such a manner that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto. (x) No Defenses. No facts shall be known to the Seller which would give rise to any right of rescission, setoff, counterclaim or defense, nor shall the same have been asserted or threatened, with respect to any Receivable. 19 26 (xi) No Liens. To the knowledge of the Seller, no Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Receivable. (xii) No Default. Except for payment defaults continuing for a period of not more than 30 days as of the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be, no default, breach, violation or event permitting acceleration under the terms of any Receivable shall have occurred; no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable shall have arisen; and the Seller shall not have waived any of the foregoing. (xiii) Insurance. Fleetwood Credit, in accordance with its customary servicing procedures, shall have determined that each Obligor has obtained physical damage insurance covering the related Financed Vehicle. (xiv) Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Trust and that the beneficial interest in and title to the Receivables not be part of the debtor's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Trustee, and no provision of a Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Trustee, for the benefit of the Certificateholders, shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the UCC. (xv) Lawful Assignment. No Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable under the Agreement or any Transfer Agreement or pursuant to transfers of the Certificates shall be unlawful, void or voidable. (xvi) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Trustee a first perfected ownership interest in the Receivables shall have been made. (xvii) One Original. There shall be only one original executed copy of each Receivable. 20 27 (xviii) Agreement/Transfer Agreement. The additional representations and warranties as to the Receivables in the Agreement or in the related Transfer Agreement, as the case may be, shall be true and correct. Section 12.02. Repurchase Upon Breach. The Seller, the Servicer or the Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties set forth in Article Seven of the Agreement or Section 12.01 hereof or in any Transfer Agreement which materially and adversely affects any Receivable. Unless the breach shall have been cured by the second Record Date following the discovery (or, at the Seller's option, the first Record Date following the discovery), the Seller shall repurchase any Receivable materially and adversely affected by the breach, as of such Record Date. If necessary, the Seller shall enforce the obligation of Fleetwood Credit under the Receivables Purchase Agreement to repurchase such Receivable from the Seller. In consideration of the purchase of any such Receivable, the Seller shall remit the Repurchase Amount of such Receivable (less the amount of any Liquidation Proceeds with respect to such Receivable deposited, or to be deposited, by the Servicer in the Certificate Account pursuant to Section 13.03) to the Certificate Account in the manner specified in Section 14.06(a)(i). In the event that, as of the date of execution and delivery of the Agreement, any Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Trust in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. The sole remedy of the Trustee, the Trust or the Certificateholders with respect to a breach of the Seller's representations and warranties set forth in Article Seven of the Agreement or Section 12.01 hereof or in any Transfer Agreement or with respect to the existence of any such Liens shall be to require the Seller to repurchase Receivables pursuant to this Section and to enforce Fleetwood Credit's obligation to the Seller to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. Section 12.03. Conveyance of Receivables. The Seller, pursuant to the mutually agreed upon terms contained in the Agreement, shall sell, transfer, assign and otherwise convey to the Trustee, without recourse (but subject to the Seller's obligations in the Agreement), all of its right, title and interest in and to the Receivables and any proceeds related thereto, including any other items as shall be specified in the Agreement. It is the intention of the Seller and the Certificateholders (as evidenced by the acceptance of their Certificates) that the transfer and assignment contemplated by the Agreement shall constitute a sale of the Receivables from the Seller to the Trust and the beneficial interest in and title to the Receivables shall not be part of the Seller's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. The Seller agrees to execute and file all filings (including filings under the UCC) necessary in any jurisdiction to provide third parties with notice of the sale of the Receivables and to perfect such sale under the UCC. 21 28 In the event that, notwithstanding the intention of the Seller and the Certificateholders specified in the immediately preceding paragraph, the transfer and assignment contemplated by the Agreement is deemed to be other than a sale, the parties intend that all filings described in the foregoing paragraph shall give the Trustee on behalf of the Trust a first priority perfected security interest in, to and under the related Receivables, and other property conveyed hereunder and all proceeds of any of the foregoing. The Agreement shall be deemed to be the grant of a security interest from the Seller to the Trustee on behalf of the Trust, and the Trustee on behalf of the Trust shall have all the rights, powers and privileges of a secured party under the UCC. In such event, the Seller agrees to take such action and execute such documents as the Trustee shall request in order fully to realize the benefits of such secured party status, including, without limitation, powers of attorneys, financing statements, notices of lien or other instruments or documents. Section 12.04. Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Trustee, upon the execution and delivery of the Agreement, revocably appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Trustee with respect to each Receivable on or prior to the Closing Date and each Subsequent Receivable on or prior to the related Subsequent Transfer Date: (i) the original of the Receivable; (ii) all documents evidencing the existence of physical damage insurance covering the related Financed Vehicle; (iii) the original credit application, executed by the Obligor; (iv) the original certificate of title or such documents that the Servicer or the Seller shall keep on file, in accordance with its customary procedures, evidencing the security interest in the related Financed Vehicle; and (v) any and all other documents that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its customary procedures, relating to such Receivable or the related Obligor or Financed Vehicle. Section 12.05. Duties of Servicer as Custodian. (a) Safekeeping. The Servicer, in its capacity as custodian, shall hold the Receivable Files on behalf of the Trustee for the use and benefit of all present and future Certificateholders, and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Trustee to comply with the Agreement. In performing 22 29 its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that it exercises with respect to the receivable files of comparable recreational vehicle receivables that the Servicer services for itself or others. The Servicer shall conduct, or cause to be conducted, periodic reviews of the files of all receivables owned or serviced by it which shall include the Receivable Files held by it under the Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Trustee to verify the accuracy of the Servicer's record keeping. The Servicer shall promptly report to the Trustee any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. (b) Maintenance of and Access to Records. The Servicer shall maintain each Receivable File at one of its offices specified in Schedule B to the Agreement, or at such other office as shall be specified to the Trustee by 30 days' prior written notice. The Servicer shall make available to the Trustee or its duly authorized representatives, attorneys or auditors the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times as the Trustee may reasonably request. (c) Release of Documents. Upon instruction from the Trustee, the Servicer shall release any document in the Receivable Files to the Trustee or its agent or designee, as the case may be, at such place or places as the Trustee may designate, as soon as practicable. The Servicer shall not be responsible for any loss occasioned by the failure of the Trustee to return any document or any delay in doing so. Section 12.06. Instructions; Authority to Act. The Servicer shall be deemed to have received proper instructions with respect to the Receivable Files upon its receipt of written instructions signed by an Authorized Officer. A certified copy of a bylaw or of a resolution of the Board of Directors of the Trustee shall constitute conclusive evidence of the authority of any such Authorized Officer to act and shall be considered in full force and effect until receipt by the Servicer of written notice to the contrary given by the Trustee. Section 12.07. Indemnification by Servicer as Custodian. The Servicer, as custodian, shall indemnify the Trustee for any and all liabilities, obligations, losses, compensatory damages, payments, costs or expenses of any kind whatsoever that may be imposed on, incurred or asserted against the Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer, as custodian, of the Receivable Files; provided, however, that the Servicer shall not be liable for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Trustee. Section 12.08. Effective Period and Termination. The Servicer's appointment as custodian shall become effective as of the Initial Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign as Servicer pursuant to Section 18.05 or if all of the rights and obligations of the Servicer may have been terminated 23 30 pursuant to Section 19.01, the appointment of the Servicer as custodian shall be terminated by the Trustee, or by the Holders of Certificates evidencing not less than 51% of the Voting Interests of the Class A Certificates and Class B Certificates, voting together as a single class, in the same manner as the Trustee or such Holders may terminate the rights and obligations of the Servicer under Section 19.01. The Trustee may terminate the Servicer's appointment as custodian, with cause at any time upon written notification to the Servicer, and without cause upon 30 days' prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall deliver the Receivable Files to the Trustee or its agent at such place or places as the Trustee may reasonably designate. Notwithstanding the termination of the Servicer as custodian, the Trustee agrees that upon any such termination, the Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables hereunder. 24 31 ARTICLE THIRTEEN ADMINISTRATION AND SERVICING OF RECEIVABLES Section 13.01. Duties of Servicer. The Servicer, as agent for the Trustee, shall administer the Receivables with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable recreational vehicle receivables that it services for itself or others. The Servicer's duties shall include collecting and posting of all payments, responding to inquiries of Obligors or by federal, state or local government authorities with respect to the Receivables, investigating delinquencies, reporting tax information to Obligors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Trustee with respect to distributions, making Advances pursuant to Section 14.04 and making Non-Reimbursable Payments pursuant to Section 14.05. The Servicer shall follow its customary standards, policies and procedures in performing its duties as Servicer. Without limiting the generality of the foregoing, the Servicer shall be authorized and empowered by the Trustee to execute and deliver, on behalf of itself, the Trust, the Trustee or the Certificateholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables or the related Financed Vehicles. If the Servicer shall commence a legal proceeding to enforce a Receivable, including a Defaulted Receivable, the Trustee shall thereupon be deemed to have automatically assigned, solely for the purpose of collection on behalf of the party retaining an interest in such Receivable, such Receivable and the other property conveyed to the Trust pursuant to Section 2.01 of the Agreement with respect to such Receivable to the Servicer for the purposes of participating in such proceeding. If in any enforcement suit or legal proceeding it shall be held that the Servicer may not enforce a Receivable on the grounds that it shall not be a real party in interest or a holder entitled to enforce the Receivable, the Trustee shall, at the Servicer's expense and direction, take steps to enforce the Receivable, including bringing suit in its name or the name of the Certificateholders. The Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Section 13.02. Collection of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due and shall follow such collection procedures as it follows with respect to all comparable recreational vehicle receivables that it services for itself or others. If, as a result of extending of payments (including any increase in the number of payments) in the ordinary course of the Servicer's collection procedures, any Receivable will be outstanding on the Final Scheduled Distribution Date, then the Servicer shall repurchase such Receivable pursuant to Section 13.07 or Section 21.02. In addition, in the event that any such rescheduling or extension of a Receivable modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new receivable, the Servicer shall purchase such Receivable pursuant to Section 13.07, and the receivable created shall not be 25 32 included in the Trust. For the purpose of such repurchases pursuant to Section 13.07, notice shall be deemed to have been received by the Servicer at such time as shall make repurchase mandatory as of the related Record Date. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable cannot be made unless the related Receivable is in default or a default thereunder is imminent or if such extension or modification is required by law. The Servicer may, in accordance with its customary standards, policies and procedures, in its discretion (i) waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable and (ii) waive the payment by the related Obligor of Accrued Interest on any Receivable; provided that, in connection with any such waiver of Accrued Interest, the Servicer shall make an Advance in respect of the Accrued Interest so waived in accordance with Section 14.04, it being understood and agreed that, notwithstanding anything to the contrary contained in the Agreement, the obligation of the Servicer hereunder shall be absolute and shall be performed regardless of whether the Servicer determines that such Advance shall be recoverable and that the Servicer shall have no right of reimbursement therefor. Section 13.03. Realization Upon Receivables. On behalf of the Trust, the Servicer shall use its best efforts, consistent with its customary servicing procedures, to repossess or otherwise take possession of the Financed Vehicle securing any Receivable which the Servicer shall have determined to be or that the Servicer believes will become a Defaulted Receivable (and shall specify such Receivables to the Trustee no later than the Determination Date following the end of the Collection Period in which the Servicer shall have made such determination). The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of recreational vehicle receivables, which may include reasonable efforts to realize upon any recourse to Dealers, consigning a Financed Vehicle to a dealer for resale and selling a Financed Vehicle at public or private sale. The Servicer shall be entitled to recover all reasonable out-of-pocket expenses incurred by it in the course of converting a Financed Vehicle into cash proceeds. The Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in the Certificate Account in the manner specified in Section 14.06(a)(ii) and shall be applied to reduce (or to satisfy, as the case may be) the Repurchase Amount of the Receivable, if such Receivable is to be repurchased by the Seller pursuant to Section 12.02 or by the Servicer pursuant to Section 13.07; provided, however, that if such Liquidation Proceeds are recovered subsequent to the purchase of a Receivable by the Seller such Liquidation Proceeds shall be paid to the Seller within two Business Days of receipt or, if received with respect to a Receivable purchased by the Servicer, may be retained by the Servicer or deposited in the Certificate Account in satisfaction of other obligations of the Servicer hereunder. The foregoing shall be subject to the proviso that, in any case in which a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair and/or repossession will increase the Liquidation Proceeds of the related Receivable by an amount equal to or greater than the amount of such expenses. 26 33 Section 13.04. Physical Damage Insurance. The Servicer, in accordance with its customary servicing procedures and underwriting standards, shall require that each Obligor shall have obtained and maintained physical damage insurance covering each Financed Vehicle as of the date of execution of the related Receivable. Section 13.05. Maintenance of Security Interests in Financed Vehicles. The Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle including the filing of financing statements and continuation statements with respect to the transfer of the security interest in such Financed Vehicle to the Trust. The Trustee hereby authorizes the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to reperfect such security interest on behalf of the Trust in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle's certificate of title, to grant to the Trust a first perfected security interest in the related Financed Vehicle, the Servicer hereby agrees to serve as the agent of the Trust for the purpose of perfecting the security interest in such Financed Vehicle and that the Servicer's listing as the secured party on the certificate of title is in its capacity as agent of the Trust. Section 13.06. Covenants of Servicer. The Servicer shall make the following covenants on which the Trustee will rely in accepting the Receivables in trust and authenticating the Certificates: (i) Security Interest to Remain in Force. Except as contemplated by the Agreement, the Financed Vehicle securing each Receivable shall not be released by the Servicer from the security interest granted by the Receivable in whole or in part. (ii) No Impairment. The Servicer shall not impair the rights of the Certificateholders in the Receivables. (iii) Amendments. The Servicer shall not increase the number of payments under a Receivable except as permitted pursuant to Section 13.02, nor increase the Amount Financed under a Receivable. Section 13.07. Purchase of Receivables Upon Breach. The Servicer or the Trustee, as the case may be, shall inform the other party promptly, in writing, upon the discovery of any breach by the Servicer of its obligations pursuant to Section 13.06 which materially and adversely affects the interest of the Trust in any Receivable or pursuant to Section 13.02 in the case of a Receivable for which the related payment schedule has been extended or modified. Unless the breach shall have been cured by the second Record Date following the date of such discovery (or, at the Servicer's election, the first following Record Date), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such second Record Date. In 27 34 consideration of the purchase of such Receivable, the Servicer shall remit the Repurchase Amount (less any Liquidation Proceeds deposited, or concurrently being deposited, in the Certificate Account with respect to such Receivable pursuant to Section 13.03) to the Certificate Account in the manner specified in Section 14.06(a)(i). The sole remedy of the Trustee, the Trust or the Certificateholders against the Servicer with respect to a breach pursuant to Section 13.02 or 13.06 shall be to require the Servicer to repurchase Receivables pursuant to this Section. Section 13.08. Servicing Fee. The Servicing Fee for a Collection Period shall equal the product of one twelfth times the Servicing Fee Rate times the Pool Balance as of the Record Date immediately preceding the first day of such Collection Period, except that in the case of the first Collection Period, the Servicing Fee shall equal the product of one twelfth times the Servicing Fee Rate times the Original Pool Balance. The Servicing Fee for any Collection Period shall be calculated based on a 360 day year comprised of twelve 30-day months. In addition, the Servicer shall also be entitled to receive as additional servicing compensation all late payment and extension fees, and other administrative fees with respect to the Receivables, collected (from whatever source) on the Receivables; provided, however, such late payment and other fees shall not form a part of the Servicing Fee and the Servicer shall be entitled to such fees as and when collected. Section 13.09. Servicer's Certificate. On or before each Determination Date, the Servicer shall deliver to the Trustee and the Letter of Credit Bank, if any, a Servicer's Certificate containing all information necessary to make the distributions pursuant to Section 14.07 in respect of the Collection Period preceding the date of such Servicer's Certificate and all information necessary for the Trustee to send statements to Certificateholders pursuant to Section 14.10. The Servicer shall also specify to the Trustee no later than the Determination Date following the Record Date as of which the Seller shall be required to repurchase or the Servicer shall be required to purchase a Receivable, the identity of any such Receivable and the identity of any Receivable which the Servicer shall have determined to be a Defaulted Receivable during the preceding Collection Period. Receivables purchased or to be purchased by the Servicer or the Seller and Receivables as to which the Servicer has determined during the Collection Period that eventual payment in full is unlikely and with respect to which payment of the Repurchase Amount has been provided from whatever source as of any Record Date shall be identified by the Seller's account number with respect to such Receivable (as specified in the Schedule of Receivables). The Rating Agencies may request such additional information as the Servicer may be able to reasonably provide. Section 13.10. Annual Statement as to Compliance; Notice of Default; Opinion as to Interest of the Trustee in the Receivables. (a) The Servicer shall deliver to the Trustee and the Letter of Credit Bank, if any, on or before April 30 of each year, beginning with the first April 30 that occurs at least six months after the Initial Cutoff Date, an Officer's Certificate, stating that (i) a review of the activities of 28 35 the Servicer during the preceding 12-month period ending the preceding December 31 (or shorter period in the case of the first such certificate) and of its performance under the Agreement has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations under the Agreement throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Trustee and the Letter of Credit Bank, if any, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Default under clause (i) or (ii) of Section 19.01. The Seller shall deliver to the Trustee and Letter of Credit Bank, if any, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become an Event of Default under clause (ii) of Section 19.01. (c) The Servicer shall deliver to the Trustee on or prior to April 30 of each year, commencing with the first April 30 that occurs at least six months after the Initial Cutoff Date, an Opinion of Counsel, dated as of such date, either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interest. Section 13.11. Annual Independent Certified Public Accountant's Report. The Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or to the Seller) to deliver to the Trustee and the Letter of Credit Bank, if any, on or before April 30 of each year beginning with the first April 30 that occurs at least six months after the Initial Cutoff Date, a report addressed to the Board of Directors of the Servicer, the Trustee and the Letter of Credit Bank, if any, to the effect that such firm has examined the financial statements of the Servicer for the fiscal year ending the preceding December 31 and issued its report thereon and that such examination (i) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, and (ii) except as described in such report, disclosed no exceptions or errors in the records relating to receivables serviced for others that, in such firm's opinion, requires such firm to report. The report shall also indicate that such firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. 29 36 Section 13.12. Access to Certain Documentation and Information Regarding Receivables. The Servicer shall provide to the Certificateholders access to the Receivable Files in such cases where the Certificateholders shall be required by applicable statutes or regulations to review such documentation. Access shall be afforded without charge, but only upon reasonable request and during the normal business hours at the respective offices of the Servicer. Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section. Section 13.13. Reports to Certificateholders and Rating Agencies. (a) The Trustee shall provide to any Certificateholder or Certificate Owner who so requests in writing a copy of (i) any Servicer's Certificate, (ii) any annual statement as to compliance described in Section 13.10(a), (iii) any annual report described in Section 13.11, (iv) any statement to Certificateholders described in Section 14.11 or (v) the Agreement (without Exhibits). The Trustee may require such Certificateholder or Certificate Owner to pay a reasonable sum to cover the cost of the Trustee's complying with such request. (b) The Trustee shall forward to each Rating Agency a copy of each (i) Servicer's Certificate described in Section 13.09, (ii) annual statement as to compliance described in Section 13.10(a), (iii) Officer's Certificate described in Section 13.10(b), (iv) Opinion of Counsel described in 13.10(c), (v) annual independent certified public accountants' report described in Section 13.11, (vi) statement to Certificateholders described in Section 14.11 and (vii) other report it may receive pursuant to the Agreement at its address specified in Section 22.05 or in the Agreement. 30 37 ARTICLE FOURTEEN DISTRIBUTIONS; RESERVE FUND; PRE-FUNDING ACCOUNT; STATEMENTS TO CERTIFICATEHOLDERS Section 14.01. Accounts. (a) The Servicer shall establish the Accounts in the name of the Trustee for the benefit of the Certificateholders. Each Account shall be a segregated trust account initially established with the Trustee and maintained (i) with the Trustee so long as the deposits of the Trustee have the Required Deposit Rating, or (ii) in a non-interest bearing segregated trust account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, located in the corporate trust department of a depository institution or trust company having corporate trust powers under applicable federal and state laws (which may include the Trustee) organized under the laws of the United States or any State and, if required by any Rating Agency, having the Required Long Term Debt Rating. (b) For so long as the bank or trust company then maintaining the Accounts has the Required Deposit Rating, all amounts held in the Accounts shall, to the extent permitted by applicable laws, rules and regulations, be invested, as directed by the Servicer, in Permitted Investments. In the event that the short-term unsecured debt obligations of the Trustee no longer have the Required Deposit Rating, then the Servicer shall, with the Trustee's assistance as necessary, cause the Certificate Account and, so long as the Funding Period has not ended, the Pre-Funding Account, to be moved within 15 days of such occurrence (i) to a bank or trust company, the short-term unsecured debt obligations of which shall have the Required Deposit Rating, or (ii) to a non-interest bearing segregated trust account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Certificateholders, located in the corporate trust department of a depository institution or trust company having corporate trust powers under applicable federal and state laws (which may include the Trustee) organized under the laws of the United States or any State and, if required by any Rating Agency, having the Required Long Term Debt Rating. Earnings on investment of funds in the Pre-Funding Account shall be deposited into the Certificate Account pursuant to Section 14.07(a)(i) and losses and investment expenses shall be charged against the funds on deposit in the Pre-Funding Account. Earnings on investment of funds in the Certificate Account shall be paid to the Servicer. Section 14.02. Collections. The Servicer shall remit to the Certificate Account on a daily basis within two Business Days of receipt thereof, all payments by or on behalf of the Obligors (other than the amounts listed in subclauses (i)(a) and (b) of the definition of Available Funds as not constituting Available Funds) on or in respect of the Receivables (other than Repurchased Receivables) and all Liquidation Proceeds both as collected during each Collection Period. 31 38 Fleetwood Credit has requested that the Servicer be permitted to make remittances of collections on a less frequent basis than that specified in the immediately preceding sentence upon the Servicer's compliance with the specific terms and conditions set forth below in this Section and for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section, the Servicer will be permitted to remit such collections to the Certificate Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date but only for so long as (a)(i) except as provided in clause (b) below, the short-term credit rating of the Servicer is at least equal to the Required Servicer Rating by each Rating Agency, and (ii) no Event of Default shall have occurred and be continuing; provided, however, that immediately following the non-compliance with clause (i) above or in the event that an event of the nature specified in clause (iii) of Section 19.01 has occurred (notwithstanding any period of grace contained in such clause), the Servicer shall remit such collections to the Certificate Account on a daily basis within two Business Days of receipt thereof, or (b)(i) if the condition specified in clause (a)(ii) above is satisfied, and (ii) the Servicer shall have obtained a Servicer Letter of Credit issued in favor of the Trustee by a depository institution or insurance company, as the case may be, having a short-term credit rating at least equal to the Required Deposit Rating and providing that the Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Certificate Account on a monthly basis; provided that in connection with clause (b) above, the Servicer provides, to the Trustee, from each Rating Agency for which the Servicer's then-current short-term credit rating is not at least equal to the Required Servicer Rating for such Rating Agency, a letter to the effect that the satisfaction of the conditions in clause (b) above and allowing the Servicer to make monthly deposits will not result in a qualification, reduction or withdrawal of the then-current rating of the Rated Certificates and, if applicable, an Officer's Certificate from the Servicer to the effect that the Servicer's then-current short-term credit rating is at least equal to the Required Servicer Rating from each other Rating Agency, if any; and, provided further, that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with clause (b) above, the Servicer shall be required to remit such collections in the manner provided for in Section 15.01(c) under the conditions specified in such Section. The Trustee shall not be deemed to have knowledge of any event or circumstance under clause (a)(ii) above that would require daily remittance by the Servicer to the Certificate Account unless it has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from Certificateholders as provided in Section 19.01. For purposes of this Article the phrase "payments made on behalf of Obligors" shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer which it determines are to be remitted (or any of its own funds which the Seller or the Servicer determines to pay to the Letter of Credit Bank) in respect of a failure previously to remit collections which failure resulted in a payment under any Servicer Letter of Credit pursuant to Section 15.01 shall not be remitted to the Certificate Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. Any such payment to 32 39 the Letter of Credit Bank shall be accompanied by a copy of the Servicer's Certificate related to the previous failure to remit funds and an Officer's Certificate which includes a statement identifying, by reference to the items in such Servicer's Certificate, each shortfall in Servicer remittances to which such payment relates. The Servicer will also provide the Trustee with copies of each such Servicer's Certificate and Officer's Certificate delivered with any such payment to the Letter of Credit Bank. Section 14.03. Application of Collections. As of each Record Date, all collections for the related Collection Period shall be applied by the Servicer as follows: with respect to each Receivable (including a Defaulted Receivable), payments by or on behalf of an Obligor shall be applied first to late payment and extension fees, second to interest accrued on the Receivable, third to principal of the Receivable and fourth to administrative charges, if any. Any excess shall be applied to pay the principal balance of the Receivable. Section 14.04. Advances. As of each Record Date, the Servicer shall purchase from the Trust the aggregate Accrued Interest on the Receivables (including Accrued Interest waived by the Servicer pursuant to Section 13.02) at a price equal to the face value thereof. On the Business Day immediately preceding the related Distribution Date, the Servicer shall deposit an amount equal to the Accrued Interest in respect of each Receivable (an "Advance") in the Certificate Account in Automated Clearinghouse Corporation next-day funds or immediately available funds. The Servicer shall be entitled to reimbursement for unreimbursed Advances, without interest, with respect to a Receivable from subsequent Collected Interest or Collected Principal, as the case may be, allocable with respect to such Receivable, Liquidation Proceeds of or the Repurchase Amount of such Receivable or as otherwise provided in Section 14.07, except as otherwise provided in Sections 13.02 and 13.07. Except as otherwise provided in Section 13.02, the Servicer shall not be required to make an Advance to the extent that the Servicer, in its sole discretion, shall determine that such Advance will not be recoverable from subsequent payments by or on behalf of the related Obligor, Liquidation Proceeds or the Repurchase Amount with respect to such Receivable (whether such Receivable is purchased by the Seller or the Servicer, to the extent such right of reimbursement is not waived in connection with any such repurchase) or otherwise. Section 14.05. Non-Reimbursable Payments. As of each Record Date, the Servicer shall be required to make a payment (the "Non-Reimbursable Payment") equal to the amount of interest that accrued on the aggregate Collected Principal for the related Collection Period, at a rate equal to the sum of (i) the weighted average of the Class A Pass- Through Rate and the Class B Pass-Through Rate as of the Closing Date and (ii) the Servicing Fee Rate, from the date of collection of each payment of principal on or in respect of the Receivables comprising part of such aggregate Collected Principal through such Record Date, based on a year with the actual number of days in such year and consisting of twelve months with the actual number of days in such month. The Servicer shall not be entitled to reimbursement for any Non-Reimbursable Payment from the Trust, the Trustee, the Seller or the Letter of Credit Bank, if any. On the 33 40 Business Day immediately preceding each Distribution Date, the Servicer shall deposit into the Certificate Account in Automated Clearinghouse Corporation next-day funds or immediately available funds an amount equal to the aggregate Non-Reimbursable Payments to be made in respect of the related Collection Period. Section 14.06. Additional Deposits. (a) The following additional deposits shall be made to the Certificate Account: (i) the Servicer or the Seller, as the case may be, shall remit the aggregate Repurchase Amount with respect to Repurchased Receivables pursuant to Sections 12.02, 13.07 and 21.02, (ii) the Servicer shall remit the aggregate Liquidation Proceeds received during each Collection Period (less any Liquidation Proceeds paid to the Seller or retained by the Servicer) pursuant to Section 13.03, (iii) the Trustee shall deposit (A) the aggregate of any amounts received from any Letter of Credit Bank pursuant to Article Fifteen or (B) from the sale of Receivables pursuant to Section 21.03, in each case on the date of receipt thereof, and (iv) on the Distribution Date immediately succeeding the date in which the Funding Period ends (or on the Distribution Date on which the Funding Period ends, if the Funding Period ends on a Distribution Date), the Trustee shall remit the remaining Pre-Funded Amount on deposit in the Pre-Funding Account to the Certificate Account pursuant to Section 14.09(c). (b) Except as otherwise provided in Section 14.02, all deposits required to be made in respect of a Collection Period pursuant to this Section by the Seller or the Servicer may be made in the form of a single deposit by the Seller or the Servicer, as the case may be, and shall be made in Automated Clearinghouse Corporation next-day funds or immediately available funds, no later than 12:00 P.M., New York City time, on the Business Day preceding each Distribution Date. Section 14.07. Distributions. (a) On each Distribution Date, the Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) from monies on deposit in the Pre-Funding Account to the Certificate Account, earnings received from investment of the Pre-Funded Amount during the related Collection Period; and (ii) from monies on deposit in the Reserve Fund to the Certificate Account, an amount equal to the Negative Carry Amount for the related Collection Period, if any. (b) The rights of the Class B Certificateholders to receive distributions in respect of the Class B Certificates shall be and hereby are subordinated to the rights of the Class A 34 41 Certificateholders to receive distributions in respect of the Class A Certificates to the extent provided in this Section. On each Distribution Date, the Trustee shall cause to be made the following transfers and distributions from the Certificate Account in respect of the related Collection Period in the following order of priority and in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) to the Servicer in reimbursement of an Advance previously made in respect of a Receivable, by wire transfer of immediately available funds, from monies on deposit in the Certificate Account in respect of (A) the amount of Collected Interest collected during the related Collection Period in respect of the related Receivable, (B) the interest portion of the Repurchase Amount (to the extent that the Repurchase Amount does not consist in part of a waiver of the right to reimbursement for an Advance made in respect of such Receivable, as provided in Section 13.02) and (C) the interest portion of Liquidation Proceeds of such Receivable; provided that no repayment of an Advance made by the Servicer in respect of a Receivable pursuant to this subclause, when taken together with all previous repayments made in respect of such Advance, may exceed the actual amount of the Advance; (ii) to the Servicer, by wire transfer of immediately available funds, the aggregate payment of the Servicing Fee (including any unpaid Servicing Fees with respect to one or more prior Collection Periods); provided, however, that such fees shall be provided from Available Funds only to the extent, as determined by the Servicer pursuant to Section 14.03, such funds represent payment in respect of the Receivables allocable to interest; (iii) to the Class A Certificateholders as of the previous Record Date from Collected Interest (after giving effect to the reduction in Collected Interest described in clauses (i) and (ii) above), an amount equal to the sum of the Class A Interest Distributable Amount and any outstanding Class A Interest Carryover Shortfall; and, if such Collected Interest is insufficient, the Class A Certificateholders will receive such shortfall first, from the Class B Percentage of Collected Principal and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; (iv) to the Class B Certificateholders as of the previous Record Date, from Collected Interest (after giving effect to the reduction in Collected Interest described in clauses (i), (ii) and (iii) above), an amount equal to the sum of the Class B Interest Distributable Amount and any outstanding Class B Interest Carryover Shortfall; and, if such Collected Interest is insufficient, the Class B Certificateholders will receive such shortfall from monies on deposit in the Reserve Fund; (v) to the Class A Certificateholders as of the previous Record Date, from Collected Principal (after giving effect to reduction in Collected Principal described in 35 42 clause (iii) above) an amount equal to the sum of the Class A Principal Distributable Amount and any outstanding Class A Principal Carryover Shortfall; and, if such Collected Principal is insufficient, the Class A Certificateholders will receive such shortfall first, from Collected Interest (after giving effect to the reduction in Collected Interest described in clauses (i) through (iv) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund; and (vi) to the Class B Certificateholders as of the previous Record Date, from Collected Principal (after giving effect to the reduction in Collected Principal described in clauses (iii) and (v) above), an amount equal to the sum of the Class B Principal Distributable Amount and any outstanding Class B Principal Carryover Shortfall; and, if such Collected Principal is insufficient, the Class B Certificateholders will receive such shortfall first, from Collected Interest (after giving effect to the reduction in Collected Interest described in clauses (i) through (v) above) and second, if such amounts are still insufficient, from monies on deposit in the Reserve Fund. (c) On each Distribution Date, the Trustee shall distribute any excess amounts remaining in the Certificate Account in respect of the related Collection Period after making the distributions described in clauses (b)(i) through (vi) above ("Excess Amounts") in the following amounts and in the following order of priority: (i) into the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance, and (ii) to the Seller. Notwithstanding the foregoing, all Excess Amounts will be deposited into the Reserve Fund and will not be paid to the Seller until the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date). (d) Subject to Section 21.01 with respect to the final payment upon retirement of each Certificate, on each Distribution Date the Trustee shall distribute to the respective Certificateholders of record as of the previous Record Date by check mailed by the Trustee to each Certificateholder's respective address (or if DTC, its nominee or a Clearing Agency is the relevant Certificateholder, by wire transfer of immediately available funds or pursuant to other arrangements) the amount to be distributed to such Certificateholder pursuant to such Holder's Certificate. (e) In the event that the Servicer determines that the amount of an Advance previously made in respect of a Receivable which became a Defaulted Receivable is not recoverable as a result of the fact that Liquidation Proceeds of such Defaulted Receivable are insufficient to fully reimburse the Servicer for such Advance, the Servicer shall be entitled to withdraw from the Certificate Account an amount equal to the amount that would be necessary to fully reimburse the Servicer for such Advance, and the amount available for the other distributions pursuant to this Section will be reduced accordingly. 36 43 Section 14.08. Subordination; Reserve Fund; Priority of Distributions. (a) (i) In order to effectuate the subordination provided for herein and to assure that sufficient amounts to make required distributions to Certificateholders will be available, the Servicer shall establish and maintain with the Trustee a separate trust account (the "Reserve Fund") which will include the money and other property deposited and held therein pursuant to Section 14.07(c)(i) and this Section. Except as otherwise provided in the Agreement, the Reserve Fund shall (A) be a segregated trust account initially established with the Trustee and maintained with the Trustee so long as the commercial paper, other short-term unsecured debt obligations or uninsured deposits of the Trustee have the Required Rating and (B) in the event that the commercial paper, other short-term unsecured debt obligations or uninsured deposits of the Trustee no longer have the Required Rating, within ten Business Days the Servicer shall, with the assistance of the Trustee as necessary, cause the Reserve Fund to be moved to (1) a segregated deposit account in a bank or trust company the commercial paper, other short-term unsecured debt obligations or uninsured deposits of which shall have the Required Rating, or (2) segregated trust accounts bearing designations clearly indicating the funds deposited therein are held in trust for the benefit of the Certificateholders, located in the corporate trust department of a depository institution or trust company (which may include the Trustee) having a long-term deposit rating from Moody's (so long as Moody's is a Rating Agency) of at least Baa3 (or such lower rating as Moody's shall approve in writing) and corporate trust powers under applicable federal and state laws and organized under the laws of the United States, any State or the Commonwealth of Puerto Rico. On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. The Reserve Fund shall not be part of the Trust but instead will be held for the benefit of the Holders of the Certificates. The Seller hereby acknowledges that any money and other property held in the Reserve Fund, including the Reserve Fund Initial Deposit (and any investment earnings thereon), is owned directly by it, and the Seller hereby agrees to treat the same as its assets (and earnings) for federal income, state and local franchise tax purposes. (ii) In order to give effect to the subordination provided for herein and to assure availability of the amounts maintained in the Reserve Fund, the Seller hereby sells, conveys and transfers to the Trustee, as collateral agent, and its successors and assigns, the Reserve Fund Initial Deposit and all proceeds thereof and hereby pledges to the Trustee as collateral agent, and its successors and assigns, all other amounts deposited in or credited to the Reserve Fund from time to time under the Agreement, all Permitted Investments made with amounts on deposit therein, all earnings and distributions thereon and proceeds thereof (other than proceeds constituting net investment earnings attributable to the Reserve Fund Property) subject, however, to the limitations set forth below, and solely for the purpose of securing and providing for payment of the Class A 37 44 and Class B Distributable Amounts, together with any Class A and Class B Interest Carryover Shortfalls and Class A and Class B Principal Carryover Shortfalls, in accordance with Section 14.07 and this Section (all the foregoing, subject to the limitations set forth below, being the "Reserve Fund Property"), to have and to hold all the aforesaid property, rights and privileges unto the Trustee, its successors and assigns, in trust for the uses and purposes, and subject to the terms and provisions, set forth in this Section. The Trustee hereby acknowledges such transfer and accepts the trusts hereunder and shall hold and distribute the Reserve Fund Property in accordance with the terms and provisions of this Section. (iii) Consistent with the limited purposes for which such trust is granted on each Distribution Date, the amounts on deposit in the Reserve Fund shall be available for distribution as provided in Section 14.07, in accordance with and subject to the following: if the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto and withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Trustee shall release and distribute all such amounts to the Seller unless prohibited from making such distribution by the last sentence of Section 14.07(c). Upon any such distribution to the Seller, the Certificateholders will have no further rights in, or claims to, such amounts. (b) (i) Amounts held in the Reserve Fund shall be invested in Permitted Investments in accordance with written instructions from the Seller and such investments shall not be sold or disposed of prior to their maturity. Investment earnings attributable to the Reserve Fund Property shall not be available to satisfy the subordination provisions of the Agreement and shall not otherwise be subject to any claims or rights of the Certificateholders or the Servicer. All such investments shall be made in the name of the Trustee or its nominee, as collateral agent, and all income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Trustee to the Seller on each Distribution Date. Realized losses, if any, on investment of the Reserve Fund Property shall be charged first against undistributed investment earnings attributable to the Reserve Fund Property and then against the Reserve Fund Property. (ii) With respect to the Reserve Fund Property, the Seller on behalf of itself, its successors and assigns and the Trustee agree that: (A) Any Reserve Fund Property that is held in deposit accounts shall be held solely in the name of the Trustee, as collateral agent, at the Trustee (in a segregated trust account if the deposits of the Trustee do not have the Required Deposit Rating) or at one or more depository institutions which have the Required Deposit Rating. Each such deposit account shall be subject to the exclusive custody and control of the Trustee, and the Trustee shall have sole signature authority with respect thereto. 38 45 (B) Any Reserve Fund Property that constitutes Physical Property shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (a) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Trustee, as collateral agent, or a Financial Intermediary acting solely for the Trustee, as collateral agent. (C) Any Reserve Fund Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with paragraph (b) of the definition of "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund Property as described in such paragraph. (D) Any Reserve Fund Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (C) above shall be delivered to the Trustee, as collateral agent, in accordance with paragraph (c) of the definition of "Delivery" and shall be maintained by the Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of any Reserve Fund Property in the form of Physical Property, book-entry securities or uncertificated securities, the Trustee shall be deemed to have purchased such Reserve Fund Property for value, in good faith and without notice of any adverse claim thereto. (iii) Each of the Seller and the Servicer agrees to take or cause to be taken such further actions, to execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments (including, without limitation, any UCC financing statements or the Agreement) as may be determined to be necessary in an Opinion of Counsel to the Seller delivered to the Trustee in order to perfect the interests created by this Section and otherwise fully to effectuate the purposes, terms and conditions of this Section. The Seller and/or the Servicer, as the case may be, shall: (A) promptly execute, deliver and file any financing statements, amendments, continuation statements, assignments, certificates and other documents with respect to such interests and perform all such other acts as may be necessary in order to perfect or to maintain the perfection of the Trustee's security interest; and (B) make the necessary filings of financing statements or amendments thereto within five days after the occurrence of any of the following: (1) any 39 46 change in its corporate name or any trade name; (2) any change in the location of its chief executive office or principal place of business; and (3) any merger or consolidation or other change in its identity or corporate structure and promptly notify the Trustee of any such filings. (iv) The Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund Property. (c) Upon termination of this Agreement in accordance with Section 21.01, any amounts on deposit in the Reserve Fund, after payment of amounts due to the Class A and Class B Certificateholders, shall be paid to the Seller. Section 14.09. Pre-Funding Account. (a) Pursuant to Section 14.01, the Servicer shall establish the Pre-Funding Account in the name of the Trustee for the benefit of the Certificateholders. (b) On the Closing Date, the Seller will deposit in the Pre-Funding Account an amount equal to the Original Pre-Funded Amount from the proceeds of the sale of the Certificates. On each Subsequent Transfer Date, the Servicer shall instruct the Trustee in writing to withdraw from the Pre-Funding Account an amount equal to the Principal Balance of the Subsequent Receivables (as of the related Subsequent Cutoff Date) sold to the Trust on such Subsequent Transfer Date, which instruction shall specify the amount thereof, and pay such amount to or upon the order of the Seller upon satisfaction of the conditions set forth in the Agreement and in the related Transfer Agreement with respect to such transfer. (c) If (i) the Pre-Funded Amount has not been reduced to zero by the close of business on the Final Funding Period Distribution Date or (ii) the Pre-Funded Amount has been reduced to $100,000 or less on any Distribution Date during the Funding Period, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 14.09(b), the Servicer shall instruct the Trustee to withdraw such remaining portion of the Pre-Funded Amount from the Pre-Funding Account and deposit it in the Certificate Account on such Distribution Date to be applied to a partial prepayment of the Certificates, in addition to the payment of principal and interest that otherwise would be payable with respect to such Certificates on such Distribution Date. Section 14.10. Net Deposits. For so long as (i) Fleetwood Credit shall be the Servicer and (ii) the Servicer shall be entitled pursuant to Section 14.02 to remit collections on a monthly rather than daily basis, the Servicer may make the remittances pursuant to Sections 14.02, 14.04, 14.05 and 14.06 net of amounts to be distributed to the Servicer pursuant to Section 14.07. Nonetheless, the Servicer shall account for all of the above described remittances and 40 47 distributions in the Servicer's Certificate as if the amounts were deposited and/or distributed separately. Section 14.11. Statements to Certificateholders. On each Distribution Date, the Trustee shall include with each distribution to each Class A Certificateholder and Class B Certificateholder of record, a statement based on information in the related Servicer's Certificate furnished pursuant to Section 13.09, setting forth for the related Collection Period the following information (stated in the case of items (i), (ii) and (iii) below, on the basis of a Certificate with a denomination of $1,000) as of the related Record Date or such Distribution Date, as the case may be: (i) the amount of the distribution allocable to principal on the Class A Certificates and the Class B Certificates; (ii) the amount of the distribution allocable to interest on the Class A Certificates and the Class B Certificates; (iii) the Certificateholder's pro rata portion of the Servicing Fee and any additional servicing compensation paid to the Servicer and the fee paid to the Letter of Credit Bank, if any; (iv) the Pool Balance, the Class A Pool Factor and the Class B Pool Factor as of the related Record Date; (v) the amount, if any, of proceeds received during the related Collection Period in connection with any physical damage insurance policies covering Financed Vehicles; (vi) the amount on deposit in the Reserve Fund, after giving effect to distributions made on such Distribution Date, such amount as a percentage of the Pool Balance and, if the amount on deposit in the Reserve Fund has been reduced to zero, the number and aggregate dollar amount of Defaulted Receivables; (vii) the Servicer Letter of Credit Amount, if any, and such amount as a percentage of the Pool Balance; (viii) the amount if any, of proceeds received during the related Collection Period from Dealer repurchase obligations relating to Defaulted Receivables; (ix) the number and aggregate amount of Paid-Ahead Receivables, the aggregate amount of unreimbursed Advances made with respect to such Paid-Ahead Receivables and the change in such amounts from the previous Collection Period; 41 48 (x) the aggregate amount of unreimbursed Advances and the change in such amount from the previous Collection Period; (xi) the Class A Certificate Balance and the Class B Certificate Balance as of such Record Date, after giving effect to payments allocated to principal reported under (i) above; (xii) the amount of Class A Principal and Interest Carryover Shortfalls and Class B Principal and Interest Carryover Shortfalls, if any, on such Distribution Date and the change in such Class A and Class B Principal and Interest Carryover Shortfalls from the immediately preceding Distribution Date; (xiii) the amount of Realized Losses, if any, on such Distribution Date and the change in such amount from the immediately preceding Distribution Date; and (xiv) the amount otherwise distributable to the Class B Certificateholders that is being distributed to the Class A Certificateholders on such Distribution Date. (xv) for Distribution Dates during the Funding Period, the remaining Pre-Funded Amount on deposit in the Pre-Funding Account and the Negative Carry Amount, if any, for the related Collection Period; and (xvi) for the first Distribution Date that is on or immediately following the end of the Funding Period (if any), the amount of the Pre-Funded Amount that has not been used to purchase Subsequent Receivables and is being distributed as a payment of principal to Certificateholders. Within a reasonable period of time after the end of each calendar year, but not later than the latest date permitted by law, the Trustee shall furnish, to each Person who at any time during such calendar year shall have been a Certificateholder, a statement containing the sum of the amounts determined in each of clauses (i) through (iii) and (xiii) above for such calendar year or, in the event such Person shall have been a Certificateholder during a portion of such calendar year, for the applicable portion of such year, for the purposes of such Certificateholder's preparation of federal income tax returns. In addition, the Servicer shall furnish to the Trustee for distribution to such Person at such time any other information necessary under applicable law for the preparation of such income tax returns. 42 49 ARTICLE FIFTEEN THE SERVICER LETTER OF CREDIT Section 15.01. Servicer Letter of Credit. (a) If the Servicer has obtained a Servicer Letter of Credit, on any Distribution Date which immediately follows a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis pursuant to Section 14.02 and the Servicer shall have failed to make in full the remittances to the Certificate Account pursuant to Section 14.02 required for distribution to Certificateholders on such Distribution Date by 12:00 P.M., New York City time, on the Business Day immediately preceding such Distribution Date, the Trustee shall immediately deliver a demand for payment under the Servicer Letter of Credit to the Letter of Credit Bank requesting payment in the amount of the shortfall between the amount of funds that are required to be remitted by the Servicer to the Certificate Account as set forth in the related Servicer's Certificate and the amount of funds actually so remitted. Upon receipt of a completed demand for payment by the Trustee under the Servicer Letter of Credit, the Letter of Credit Bank shall pay or cause to be paid, at the time and in the manner provided in the Servicer Letter of Credit, an amount equal to the lesser of (i) the amount demanded by the Trustee and (ii) the amount available under the Servicer Letter of Credit (the "Servicer Letter of Credit Amount") to the Trustee for deposit to the Certificate Account. Except as otherwise provided in the Servicer Letter of Credit, the Servicer Letter of Credit Amount shall equal the lesser of (x) the product of the Initial Servicer Letter of Credit Amount and the Reset Percentage, or (y) the Pool Balance as of the related Record Date. For the purpose of Section 14.07 or 19.01(i), amounts deposited by the Trustee pursuant to this Section shall be deemed to constitute Servicer remittances with respect to which the demand on the Servicer Letter of Credit was made. (b) Any Servicer Letter of Credit may be terminated by the Trustee at any time when the Servicer's short term debt obligations are rated at least equal to the Required Servicer Rating by each Rating Agency; provided, however, that prior to any such termination of the Servicer Letter of Credit, the Servicer shall furnish to the Trustee, from each Rating Agency for which the Servicer's then-current short-term credit rating is not at least as specified above, a letter to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn and, if applicable, an Officer's Certificate of the Servicer to the effect that the Servicer's then-current short-term credit rating is at least as specified above from each other Rating Agency, if any. Notwithstanding the foregoing, if the short term debt obligations of the Servicer are subsequently downgraded below the Required Servicer Rating by any Rating Agency, the Servicer shall be required to obtain an insurance policy, letter of credit or surety bond acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that the rating then assigned to the Rated Certificates will not be qualified, reduced or withdrawn) which insurance policy or surety bond, if it shall not replace the Servicer Letter of Credit, shall be drawn upon prior to any draws made upon the Servicer Letter of Credit pursuant 43 50 to this Section, or the Servicer shall remit collections to the Certificate Account on a daily basis pursuant to Section 14.02. In addition, the Servicer may cancel the Servicer Letter of Credit for so long as the Servicer is required to remit collections to the Certificate Account on a daily basis pursuant to Section 14.02. The Servicer shall provide notice of such cancellation of the Servicer Letter of Credit pursuant to the immediately preceding sentence to each Rating Agency. The Servicer shall also provide notice of the renewal, if any, of the Servicer Letter of Credit to each Rating Agency and the Trustee. (c) Notwithstanding the other provisions of this Section, in the event that on any day during a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis as a result of having obtained a Servicer Letter of Credit pursuant to Section 14.02 and the aggregate amount of collections described in the first sentence of Section 14.02 exceeds the product of the Servicer Letter of Credit Percentage and the Servicer Letter of Credit Amount, then the Servicer shall cause the amount of such excess to be deposited into the Certificate Account on the next succeeding Business Day. 44 51 ARTICLE SIXTEEN THE CERTIFICATES Section 16.01. The Certificates. Unless otherwise specified in the Agreement, the Certificates shall be issued in denominations of $1,000 and integral multiples thereof in registered form; provided, however, that one Class A Certificate and one Class B Certificate may be issued in a denomination that includes any remaining portion of the Original Class A Certificate Balance or the Original Class B Certificate Balance, as the case may be (each, a "Residual Certificate"). The Certificates shall be executed on behalf of the Trust by manual or facsimile signature of an Authorized Officer under the Trustee's seal imprinted thereon and attested on behalf of the Trust by the manual or facsimile signature of the Trustee. Certificates bearing the manual or facsimile signatures of individuals who were, at the time when such signatures shall have been affixed, authorized to sign on behalf of the Trust, shall be valid and binding obligations of the Trust, notwithstanding that such individuals or any of them shall have ceased to be so authorized prior to the authentication and delivery of such Certificates or did not hold such offices at the date of such Certificates. Section 16.02. Execution, Authentication and Delivery of Certificates. The Trustee shall deliver to, or upon the order of, the Seller, in exchange for the Initial Receivables and the other assets of the Trust, simultaneously with the sale, assignment and transfer to the Trustee of the Initial Receivables, the constructive delivery to the Trustee of the Receivable Files relating thereto and the delivery to the Trustee of the other components of the Trust, Certificates duly executed by the Trustee, on behalf of the Trust, and authenticated by the Trustee in authorized denominations equaling in the aggregate the sum of the Original Class A Certificate Balance and the Original Class B Certificate Balance, and evidencing the entire ownership of the Trust. No Certificate shall entitle its holder to any benefit under the Agreement, or shall be valid for any purpose, unless there shall appear on such Certificate a certificate of authentication substantially in the form appearing as an Exhibit to the Agreement executed by the Trustee by manual signature; such authentication shall constitute conclusive evidence that such Certificate shall have been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication. Section 16.03. Registration of Transfer and Exchange of Certificates. (a) The Certificate Registrar shall maintain a Certificate Register in which, subject to such reasonable regulations as it may prescribe, the Certificate Registrar shall provide for the registration of Certificates and of transfers and exchanges of Certificates as herein provided. The Trustee is hereby initially appointed Certificate Registrar. In the event that, subsequent to the Closing Date, the Trustee notifies the Servicer that it is unable to act as Certificate Registrar, the Servicer shall appoint another bank or trust company, having an office or agency located in the Borough of Manhattan, The City of New York, agreeing to act in accordance with the provisions 45 52 of the Agreement applicable to it, and otherwise acceptable to the Trustee, to act as successor Certificate Registrar under the Agreement. (b) Upon surrender for registration of transfer of any Certificate at the office or agency maintained pursuant to Section 16.07, the Trustee shall execute, authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of the same Class, in authorized denominations of a like aggregate amount dated the date of authentication by the Trustee. At the option of a Holder, Certificates may be exchanged for other Certificates of authorized denominations and of a like aggregate amount upon surrender of the Certificates to be exchanged at such office or agency. (c) Every Certificate presented or surrendered for registration of transfer or exchange shall be accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the Holder or his attorney duly authorized in writing. Each Certificate surrendered for registration of transfer and exchange shall be cancelled and subsequently disposed of by the Trustee. (d) No service charge shall be made for any registration of transfer or exchange of Certificates, but the Trustee may require payment of a sum sufficient to cover any tax or governmental charge that may be imposed in connection with any transfer or exchange of Certificates. Section 16.04. Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate shall be surrendered to the Certificate Registrar, or if the Certificate Registrar and the Trustee shall receive evidence to their satisfaction of the destruction, loss or theft of any Certificate and (ii) there shall be delivered to the Certificate Registrar and the Trustee such security or indemnity as may be required to save each of them harmless, then in the absence of notice that such Certificate shall have been acquired by a bona fide purchaser, the Trustee on behalf of the Trust shall execute and the Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and denomination. In connection with the issuance of any new Certificate under this Section, the Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection therewith. Any duplicate Certificate issued pursuant to this Section shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time. Section 16.05. Persons Deemed Owners. Prior to due presentation of a Certificate for registration of transfer, the Trustee and the Certificate Registrar may treat the Person in whose name any Certificate shall be registered as the owner of such Certificate for the purpose of receiving distributions pursuant to Section 14.07 and for all other purposes whatsoever, and neither the Trustee nor the Certificate Registrar shall be bound by any notice to the contrary. 46 53 Section 16.06. Access to List of Certificateholder Names and Addresses. The Certificate Registrar shall furnish or cause to be furnished to the Servicer, within 15 days after receipt by the Certificate Registrar of a request therefor from the Servicer in writing, a list, in such form as the Servicer may reasonably require, of the names and addresses of the Certificateholders as of the most recent Record Date. If three or more Certificateholders, or one or more Holders of Certificates of any Class aggregating not less than 25% of the Voting Interests evidenced by such Class, apply in writing to the Trustee, and such application states that the applicants desire to communicate with other Certificateholders with respect to their rights under the Agreement or under the Certificates and such application shall be accompanied by a copy of the communication that such applicants propose to transmit, then the Trustee shall, within five Business Days after the receipt for such application, afford such applicants access during normal business hours to the current list of Certificateholders. Each Holder, by receiving and holding a Certificate, shall be deemed to have agreed to hold neither the Servicer nor the Trustee accountable by reason of the disclosure of its name and address, regardless of the source from which such information was derived. Section 16.07. Maintenance of Office or Agency. The Certificate Registrar shall maintain in the Borough of Manhattan, The City of New York, an office or offices or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands to or upon the Certificate Registrar in respect of the Certificates and the Agreement may be served. Unless otherwise provided in the Agreement, the Trustee shall designate its Corporate Trust Office as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Servicer and to Certificateholders of any change in the location of the Certificate Register or any such office or agency. Section 16.08. Temporary Certificates. In the event that the Agreement provides that either Class of Certificates are not to be issued in book-entry form pursuant to Section 16.09, pending the preparation of definitive, fully registered Certificates of such Class pursuant to Section 16.11 (the "Definitive Certificates"), the Trustee, on behalf of the Trust, may execute, authenticate and deliver temporary Certificates of such Class that are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the Definitive Certificates in lieu of which they are issued. If temporary Certificates are issued, the Seller will cause Definitive Certificates to be prepared without unreasonable delay. After the preparation of Definitive Certificates, the temporary Certificates shall be exchangeable for Definitive Certificates upon surrender of the temporary Certificates at the office or agency to be maintained as provided in Section 16.07, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Certificates, the Trustee shall execute and authenticate and deliver in exchange therefor a like principal amount of Definitive Certificates in authorized denominations. Until so exchanged the temporary Certificates shall in all respects be entitled to the same benefits under the Agreement as Definitive Certificates. 47 54 Section 16.09. Book-Entry Certificates. Unless otherwise specified in the Agreement, the Class A Certificates and the Class B Certificates, upon original issuance (except for the Residual Certificates) each will be issued in the form of one or more typewritten certificates representing the Book-Entry Certificates, to be delivered to DTC, the initial Clearing Agency, by, or on behalf of, the Seller. The certificates delivered to DTC evidencing such Certificates shall initially be registered on the Certificate Register in the name of CEDE & CO., the nominee of DTC, and no Certificate Owner will receive a Definitive Certificate representing such Certificate Owner's interest in the Certificates, except as provided in Section 16.11. Unless otherwise specified in the Agreement, subject to Section 16.11, unless and until Definitive Certificates have been issued to Certificate Owners pursuant to Section 16.11: (i) the provisions of this Section shall be in full force and effect; (ii) the Seller, the Servicer, the Certificate Registrar and the Trustee may deal with the Clearing Agency for all purposes (including the making of distributions on the Certificates) as the authorized representative of the Certificate Owners; (iii) to the extent that the provisions of this Section conflict with any other provisions of the Agreement, the provisions of this Section shall control; (iv) the rights of Certificate Owners shall be exercised only through the Clearing Agency and shall be limited to those established by law and agreements between such Certificate Owners and the Clearing Agency and/or the Clearing Agency Participants and, pursuant to the related depository agreement, unless and until Definitive Certificates are issued pursuant to Section 16.11, the initial Clearing Agency will make book-entry transfers among the Clearing Agency Participants and receive and transmit distributions of principal and interest on the Certificates to such Clearing Agency Participants; and (v) whenever the Agreement requires or permits actions to be taken based upon instructions or directions of Holders of Certificates evidencing a specified percentage of the Voting Interests thereof, the Clearing Agency shall be deemed to represent such percentage only to the extent that it has received instructions to such effect from Certificate Owners and/or Clearing Agency Participants owning or representing, respectively, such required percentage of the beneficial interest in Certificates and has delivered such instructions to the Trustee. Section 16.10. Notices to Clearing Agency. Whenever notice or other communication to the Certificateholders is required under the Agreement, other than to the Holder of the Residual Certificates, unless and until Definitive Certificates shall have been issued to Certificate Owners pursuant to Section 16.11, the Trustee and the Servicer shall give all such notices and 48 55 communications specified herein to be given to Holders of the Certificates to the Clearing Agency. Section 16.11. Definitive Certificates. If (i)(A) the Seller advises the Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities as described in the Letter of Representations and (B) the Trustee or the Seller is unable to locate a qualified successor, (ii) the Seller at its option, advises the Trustee in writing that it elects to terminate the book-entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Certificate Owners representing beneficial interests in Class A Certificates or Class B Certificates aggregating not less than 51% of the Voting Interests of the related Class, advise the Trustee and the Clearing Agency through the Clearing Agency Participants in writing that the continuation of a book-entry system through the Clearing Agency with respect to such Class is no longer in the best interests of the related Certificate Owners, then the Trustee shall notify all such Certificate Owners, through the Clearing Agency, of the occurrence of any such event and of the availability of Definitive Certificates to such Certificate Owners requesting the same. Upon surrender to the Trustee of the related Certificates by the Clearing Agency, accompanied by registration instructions from the Clearing Agency for registration, the Trustee shall issue the Definitive Certificates and deliver such Definitive Certificates in accordance with the instructions of the Clearing Agency. Neither the Seller, the Certificate Registrar nor the Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Certificates, the Trustee shall recognize the Holders of the Definitive Certificates as Certificateholders hereunder. The Trustee shall not be liable if the Trustee or the Seller is unable to locate a qualified successor Clearing Agency. 49 56 ARTICLE SEVENTEEN THE SELLER Section 17.01. Representations of Seller. The Seller shall make the following representations on which the Trustee shall rely in accepting the Initial Receivables in trust and executing and authenticating the Certificates and on which the Trustee shall rely in accepting any Subsequent Receivables in trust. The representations shall speak as of the execution and delivery of the Agreement in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, and in each case shall survive the sale of the related Receivables to the Trustee. (i) Organization and Good Standing. The Seller shall have been duly organized and shall be validly existing as a corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and shall now have, power, authority and legal right to acquire and own the Receivables. (ii) Due Qualification. The Seller shall be duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications. (iii) Power and Authority. The Seller shall have the power and authority to execute and deliver the Agreement and to carry out its terms, the Seller shall have full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and shall have duly authorized such sale and assignment to the Trustee by all necessary corporate action; and the execution, delivery and performance of the Agreement shall have been duly authorized by the Seller by all necessary corporate action. (iv) Valid Sale; Binding Obligations. The Agreement shall evidence a valid sale, transfer and assignment of the Receivables, enforceable against creditors of and purchasers from the Seller; and shall constitute a legal, valid and binding obligation of the Seller enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Violation. The consummation of the transactions contemplated by the Agreement and the fulfillment of the terms of the Agreement shall not conflict with, 50 57 result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Seller, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Seller is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than the Agreement); nor violate any law or, to the best of the Seller's knowledge, any order, rule or regulation applicable to the Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties. (vi) No Proceedings. There are no proceedings or investigations pending, or to the Seller's best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties: (a) asserting the invalidity of the Agreement or the Certificates, (b) seeking to prevent the issuance of the Certificates or the consummation of any of the transactions contemplated by the Agreement, (c) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, the Agreement or the Certificates or (d) relating to the Seller and which might adversely affect the federal income tax attributes of the Certificates. Section 17.02. Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller in such capacity under the Agreement and shall have no other obligations or liabilities hereunder. Section 17.03. Merger or Consolidation of, or Assumption of the Obligations of, Seller; Certain Limitations. (a) Any corporation (i) into which the Seller may be merged or consolidated, (ii) which may result from any merger or consolidation to which the Seller shall be a party or (iii) which may succeed to all or substantially all of the business of the Seller, which corporation in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Seller under the Agreement, shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to the Agreement, except that if the Seller in any of the foregoing cases is not the surviving entity, then the surviving entity shall execute an agreement of assumption to perform every obligation of the Seller hereunder. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section to each Rating Agency and shall deliver to the Trustee a letter from each Rating Agency to the effect that such merger, consolidation or succession will not result in a qualification, reduction or withdrawal of the then-current rating of the Rated Certificates. 51 58 (b) (i) Subject to paragraph (ii) below, the purpose of the Seller shall be to engage in any lawful activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. (ii) Notwithstanding paragraph (b)(i) above, the purpose of the Seller shall be limited to the following purposes, and activities incident to and necessary or convenient to accomplish the following purposes: (A) to acquire, own, hold, sell, transfer, assign, pledge, finance, refinance and otherwise deal with, retail installment sale contracts or wholesale loans secured by new and used recreational vehicles (the "Recreational Vehicle Receivables"); (B) to authorize, issue, sell and deliver one or more series of obligations, consisting of one or more classes of certificates or notes or other evidences of indebtedness (the "Offered Securities") that are collateralized by or evidence an interest in Recreational Vehicle Receivables; and (C) to negotiate, authorize, execute, deliver and assume the obligations or any agreement relating to the activities set forth in clauses (A) and (B) above, including but not limited to any pooling and servicing agreement, indenture, reimbursement agreement, credit support agreement, receivables purchase agreement or underwriting agreement (each, a "Securitization Agreement") or to engage in any lawful activity which is incidental to the activities contemplated by any such Securitization Agreement. So long as any outstanding debt of the Seller or Offered Securities are rated by any nationally recognized statistical rating organization, the Seller shall not borrow money other than in connection with the issuance of Offered Securities by the Corporation pursuant to a Securitization Agreement unless (I) the Seller has made a written request to the related nationally recognized statistical rating organization to issue notes or incur borrowing which notes or borrowing are rated by the related nationally recognized statistical rating organization the same as or higher than the rating afforded such rated debt or Offered Securities, or (II) such notes or borrowings (X) are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Offered Securities) or are nonrecourse against any assets of the Seller other than the assets pledged to secure such notes or borrowing, (Y) do not constitute a claim against the Seller in the event such assets are insufficient to pay such notes or borrowing and (Z) where such notes or borrowing are secured by the rated debt or Offered Securities, are fully subordinated (and which shall provide for payment only after payment in respect of all outstanding rated debt and/or Offered Securities) to such rated debt or Offered Securities. (c) Notwithstanding any other provision of this Section and any provision of law, the Seller shall not do any of the following: 52 59 (i) engage in any business or activity other than as set forth in clause (b) above; (ii) without the affirmative vote of a majority of the members of the Board of Directors of the Seller (which must include the affirmative vote of all duly appointed Independent Directors, as required by the articles of incorporation of the Seller), (A) dissolve or liquidate, in whole or in part, or institute proceedings to be adjudicated bankrupt or insolvent, (B) consent to the institution of bankruptcy or insolvency proceedings against it, (C) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy, (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Seller or a substantial part of its property, (E) make a general assignment for the benefit of creditors, (F) admit in writing its inability to pay its debts generally as they become due or (G) take any corporate action in furtherance of the actions set forth in clauses (A) through (F) above; provided, however, that no director may be required by any shareholder of the Seller to consent to the institution of bankruptcy or insolvency proceedings against the Seller so long as it is solvent; or (iii) merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other corporation, company or entity, except for the acquisition of Recreational Vehicle Receivables of Fleetwood Credit and the sale of Recreational Vehicle Receivables to one or more trusts in accordance with the terms of clause (b)(ii) above, on which there shall be no such restriction. Section 17.04. Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under the Agreement. The Seller shall not be under any obligation to appear in, prosecute or defend any legal action that shall be unrelated to its obligations under the Agreement and that in its opinion may involve it in any expense or liability. Section 17.05. Seller May Own Certificates. The Seller and any Person controlling, controlled by or under common control with the Seller may in its individual or any other capacity become the owner or pledgee of Certificates with the same rights as it would have if it were not the Seller or an affiliate thereof, except as otherwise provided in the definition of the terms "Certificateholder" and "Voting Interests." Certificates so owned by or pledged to the Seller or such controlling or commonly controlled Person shall have an equal and proportionate benefit under the provisions of the Agreement, without preference, priority or distinction as among all of the Certificates. 53 60 Section 17.06. No Transfer of Excess Amounts. The Seller hereby covenants that, except as otherwise provided in the Agreement, it will not transfer, pledge or assign to any Person any part of its right to receive any Excess Amounts pursuant to Section 14.07(c)(ii) unless it has first delivered to the Trustee and each Rating Agency an Opinion of Counsel in form and substance satisfactory to the Trustee stating that such transfer will not (i) adversely affect the status of the Trust as a grantor trust pursuant to subpart E, part I of subchapter J of the Code and (ii) cause the Reserve Fund to be taxable as a corporation under the Code. The Seller shall give written notice to each Rating Agency of any proposed transfer, pledge or assignment to any Person of all or any part of its right to receive Excess Amounts pursuant to Section 14.07(c)(ii). 54 61 ARTICLE EIGHTEEN THE SERVICER Section 18.01. Representations of Servicer. The Servicer shall make the following representations on which the Trustee shall rely in accepting the Initial Receivables in trust and executing and authenticating the Certificates and on which the Trustee shall rely in accepting any Subsequent Receivables in trust. The representations shall speak as of the execution and delivery of the Agreement in the case of the Initial Receivables, and as of the related Subsequent Transfer Date in the case of the Subsequent Receivables, and in each case shall survive the sale of the Receivables to the Trustee. (i) Organization and Good Standing. The Servicer shall have been duly organized and shall be validly existing as a corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own, sell and service the Receivables and to hold the Receivable Files as custodian on behalf of the Trustee. (ii) Due Qualification. The Servicer shall be duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required by the Agreement) shall require such qualifications. (iii) Power and Authority. The Servicer shall have the power and authority to execute and deliver the Agreement and to carry out its terms; and the execution, delivery and performance of the Agreement shall have been duly authorized by the Servicer by all necessary corporate action. (iv) Binding Obligations. The Agreement shall constitute a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Violation. The consummation of the transactions contemplated by the Agreement and the fulfillment of the terms of the Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the 55 62 Servicer, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement); nor violate any law or, to the best of the Servicer's knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties. (vi) No Proceedings. There are no Proceedings or investigations pending, or to the Servicer's best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties: (A) asserting the invalidity of this Agreement or the Securities, (B) seeking to prevent the issuance of the Securities or the consummation of any of the transactions contemplated by the Agreement, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or the Securities or (D) relating to the Servicer and which might adversely affect the federal income tax attributes of the Securities. Section 18.02. Liability of Servicer; Indemnities. (a) The Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under the Agreement and shall have no other obligations or liabilities under the Agreement. Such obligations shall include the following: (i) The Servicer shall defend, indemnify and hold harmless the Trustee, the Trust, the Certificateholders and the Letter of Credit Bank, if any, from and against any and all costs, expenses, losses, damages, claims and liabilities, arising out of or resulting from the use, ownership or operation by the Servicer or any affiliate thereof of a Financed Vehicle. (ii) The Servicer shall indemnify, defend and hold harmless the Trustee, the Trust and the Letter of Credit Bank, if any, from and against any taxes that may at any time be asserted against the Trustee, the Trust or the Letter of Credit Bank, if any, with respect to the transactions contemplated in the Agreement, including any sales, gross receipts, general corporation, tangible or intangible personal property, privilege or license taxes (but, in the case of the Trustee or the Trust, not including any taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Trustee or the issuance and original sale of the Certificates, or asserted with respect to ownership of the 56 63 Receivables, or federal or other income taxes arising out of distributions on the Certificates) and costs and expenses in defending against the same. (iii) The Servicer shall indemnify, defend and hold harmless the Trustee, the Trust and the Certificateholders from and against any and all costs, expenses, losses, claims, damages and liabilities to the extent that such costs, expenses, losses, claims, damages or liabilities arose out of, or was imposed upon the Trustee, the Trust or the Certificateholders through the willful misfeasance, negligence or bad faith of the Servicer in the performance of its duties under the Agreement. (iv) The Servicer shall indemnify, defend and hold harmless the Trustee from and against all costs, expenses, losses, claims, damages and liabilities arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except to the extent that such costs, expenses, losses, claims, damages or liabilities shall: (A) be due to the willful misfeasance, negligence or bad faith of the Trustee; (B) relate to any tax other than the taxes with respect to which either the Seller or the Servicer shall be required to indemnify the Trustee; (C) arise from the breach by the Trustee of any of its representations or warranties set forth in Section 20.14; (D) be one as to which the Seller is required to indemnify the Trustee; or (E) arise out of or be incurred in connection with the performance by the Trustee of the duties of successor Servicer hereunder. (b) Indemnification under this Section shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the recipient thereafter collects any of such amounts from others, the recipient shall promptly repay such amounts to the Servicer, without interest. Section 18.03. Merger, Consolidation or Assumption of Obligations of Servicer. Any corporation (i) into which the Servicer may be merged or consolidated, (ii) which may result from any merger or consolidation to which the Servicer shall be a party or (iii) which may succeed to all or substantially all of the business of the Servicer, which corporation shall execute an agreement of assumption to perform every obligation of the Servicer under the Agreement, shall be the successor to the Servicer under the Agreement without further act on the part of any of the parties to the Agreement. The Servicer shall promptly provide notice and inform the Trustee and each Rating Agency of any merger, consolidation or succession pursuant to this Section. Section 18.04. Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any liability to the Trust, the Trustee or the Certificateholders, except as provided in the Agreement, for any action taken or for refraining from the taking of any action pursuant to the 57 64 Agreement; provided, however, that this provision shall not protect the Servicer or any such individual against any liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations and duties under the Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising under the Agreement. (b) Except as provided in the Agreement, the Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its duties to service the Receivables in accordance with the Agreement, and that in its opinion may involve it in any expense or liability; provided, however, that the Servicer may undertake any reasonable action that it may deem necessary or desirable in respect of the Agreement and the rights and duties of the parties to the Agreement and the interests of the Certificateholders under the Agreement. (c) The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on the advice of counsel or on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Servicer shall not be under any obligation to appear in, prosecute or defend any legal action that shall not be incidental to its obligations under the Agreement and that in its opinion may involve it in any expense or liability. Section 18.05. Servicer Not to Resign. The Servicer shall not resign from its obligations and duties under the Agreement except upon determination that the performance of its duties shall no longer be permissible under applicable law. Any such determination permitting the resignation of the Servicer shall be evidenced by an Opinion of Counsel to such effect delivered to the Trustee. No such resignation shall become effective until the Trustee or a Successor Servicer shall have assumed the responsibilities and obligations of the Servicer in accordance with Section 19.02. 58 65 ARTICLE NINETEEN EVENTS OF DEFAULT Section 19.01. Events of Default. If any one of the following events ("Events of Default") shall occur and be continuing: (i) failure by the Servicer to deliver to the Trustee the Servicer's Certificate for the related Collection Period, or any failure by the Servicer (or, so long as the Servicer is Fleetwood Credit, the Seller) to deliver to the Trustee, for distribution to Certificateholders, any proceeds or payment required to be so delivered under the terms of the Certificates or the Agreement, in each case, that continues unremedied for a period of three Business Days after discovery by an officer of the Servicer (or, so long as the Servicer is Fleetwood Credit, the Seller) or written notice of such failure is given (1) to the Servicer or the Seller, as the case may be, by the Trustee or (2) to the Trustee and the Servicer or the Seller, as the case may be, by the Holders of Certificates evidencing not less than 25% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class; (ii) failure by the Servicer (or so long as the Servicer is Fleetwood Credit, the Seller) to duly observe or perform in any material respect any other covenants or agreements of the Servicer (or so long as the Servicer is Fleetwood Credit, the Seller) set forth in the Certificates or in the Agreement, which failure shall (a) materially and adversely affect the rights of the Certificateholders and (b) continue unremedied for a period of 60 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been given (1) to the Servicer or the Seller, as the case may be, by the Trustee or (2) to the Trustee and the Servicer or the Seller, as the case may be, by the Holders of Certificates evidencing not less than 25% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class; (iii) the entry of a decree or order by a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Servicer (or, so long as the Servicer is Fleetwood Credit, the Seller) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; (iv) the consent by the Servicer (or, so long as the Servicer is Fleetwood Credit, the Seller) to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar proceedings of or relating to the Servicer (or, so long as the 59 66 Servicer is Fleetwood Credit, the Seller) of or relating to substantially all of its property; or admission by the Servicer (or, so long as the Servicer is Fleetwood Credit, the Seller) in writing of its inability to pay its debts generally as they become due, filing of a petition to take advantage of any applicable insolvency or reorganization statute, assignment for the benefit of its creditors or voluntary suspension of payment of its obligations; then, and in each and every case, so long as such Event of Default shall not have been remedied, either the Trustee or the Holders of Certificates evidencing not less than 51% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, by notice given in writing to the Servicer (and to the Trustee if given by Class A and Class B Certificateholders), may terminate all of the rights and obligations of the Servicer under the Agreement. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer under the Agreement, whether with respect to the Certificates, the Receivables or otherwise, shall, without further action, pass to and be vested in the Trustee or such Successor Servicer as may be appointed under Section 19.02; and, without limitation, the Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the Successor Servicer and the Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer under the Agreement, including the transfer to the Successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, shall have been deposited by the predecessor Servicer in the Certificate Account or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the Successor Servicer and amending the Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Section 19.02. Trustee to Act; Appointment of Successor Servicer. Upon the Servicer's receipt of notice of termination pursuant to Section 19.01 or resignation pursuant to Section 18.05, the Trustee shall be the successor in all respects to the Servicer in its capacity as Servicer under the Agreement (a "Successor Servicer"), and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of the Agreement. As compensation therefor, the Trustee shall be entitled to such compensation (whether payable out of the Certificate Account or otherwise) as the Servicer would have been entitled to under the Agreement if no such notice of termination or resignation had been given. Notwithstanding the foregoing, the Trustee may, if it shall be unwilling to so act, or shall, if it shall be legally unable so to act, appoint, or petition a court of competent jurisdiction to appoint, any established institution, having a net worth of not less than $100,000,000 and whose regular business shall include the servicing of recreational vehicle or motor vehicle receivables, as 60 67 Successor Servicer; provided that the appointment of any such Successor Servicer (whether the Trustee or another entity) will not result in the qualification, reduction or withdrawal of the rating then assigned to the Rated Certificates by each Rating Agency. In connection with such appointment, the Trustee may make such arrangements for the compensation of such Successor Servicer out of payments on the Receivables as it and such Successor Servicer shall agree; provided, however, that such compensation shall not be in excess of that permitted the Servicer under the Agreement. The Trustee and such Successor Servicer shall take such action, consistent with the Agreement, as shall be necessary to effectuate any such succession. The Trustee shall not be relieved of its duties as Successor Servicer under this Section until the newly appointed Servicer shall have assumed the responsibilities and obligations of the Servicer under the Agreement. Section 19.03. Reimbursement for Advances. If a Successor Servicer replaces the Servicer, the predecessor Servicer shall be entitled to receive reimbursement for Advances previously made by such Servicer, in the manner specified, and to the extent provided, in Section 14.04. Section 19.04. Notification of Events of Default. Upon (i) the occurrence of an Event of Default and the expiration of any cure period applicable thereto or (ii) any termination of, or appointment of a successor to, the Servicer pursuant to this Article, the Trustee shall give prompt written notice thereof to Certificateholders at their respective addresses appearing in the Certificate Register, to the Letter of Credit Bank, if any, and to each Rating Agency. Section 19.05. Waiver of Past Defaults. The Holders of Class A Certificates and Class B Certificates evidencing not less than 51% of the Voting Interests thereof, voting together as a single class, may, on behalf of all Holders of Certificates, waive any default by the Servicer in the performance of its obligations under the Agreement and its consequences, except a default in making any required deposits to or payments from the Certificate Account in accordance with the Agreement or in respect of a covenant or provision hereof that under Section 22.01 cannot be modified or amended without the consent of the Holder of each Certificate. Upon any such waiver of a past default, such default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose of the Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereon except to the extent expressly so waived. 61 68 ARTICLE TWENTY THE TRUSTEE Section 20.01. Duties of Trustee. The Trustee, both prior to and after the occurrence of an Event of Default, shall undertake to perform such duties as are specifically set forth in the Agreement. If an Event of Default shall have occurred and shall not have been cured or waived, the Trustee shall exercise such of the rights and powers vested in it by the Agreement, and shall use the same degree of care and skill in their exercise, as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; provided, however, that if the Trustee shall become a Successor Servicer pursuant to Section 19.02, the Trustee in performing such duties shall use the degree of skill and attention customarily exercised by a servicer with respect to recreational vehicle or motor vehicle receivables that it services for itself or others. The Trustee, upon receipt of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee that shall be specifically required to be furnished pursuant to any provision of the Agreement, shall examine them to determine whether they conform to the requirements of the Agreement. No provision of the Agreement shall be construed to relieve the Trustee from liability for its own negligent action, its own negligent failure to act, its own bad faith or its own willful misfeasance; provided, however, that: (i) prior to the occurrence of an Event of Default, and after the curing or waiving of all such Events of Default that may have occurred, the duties and obligations of the Trustee shall be determined solely by the express provisions of the Agreement, the Trustee shall not be liable except for the performance of such duties and obligations as shall be specifically set forth in the Agreement, no implied covenants or obligations shall be read into the Agreement against the Trustee, the permissive right of the Trustee to do things enumerated in the Agreement shall not be construed as a duty and, in the absence of bad faith on the part of the Trustee or manifest error, the Trustee may conclusively rely on the truth of the statements and the correctness of the opinions expressed upon any certificates or opinions furnished to the Trustee and conforming to the requirements of the Agreement; (ii) the Trustee shall not be personally liable for an error of judgment made in good faith by an Authorized Officer, unless it shall be proved that the Trustee shall have been negligent in performing its duties in accordance with the terms of the Agreement; and (iii) the Trustee shall not be personally liable with respect to any action taken, suffered or omitted to be taken in good faith in accordance with the direction of the 62 69 Holders of Certificates evidencing not less than 25% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee, under the Agreement. The Trustee shall not be required to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties under the Agreement, or in the exercise of any of its rights or powers, if there shall be reasonable grounds for believing that the repayment of such funds or adequate indemnity against such risk or liability shall not be reasonably assured to it, and none of the provisions contained in the Agreement shall in any event require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Servicer under the Agreement except during such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of, the Servicer in accordance with the terms of the Agreement. Except for actions expressly authorized by the Agreement, the Trustee shall take no action reasonably likely to impair the security interests created or existing under any Receivable or to impair the value of any Receivable. All information obtained by the Trustee regarding the Obligors and the Receivables, whether upon the exercise of its rights under the Agreement or otherwise, shall be maintained by the Trustee in confidence and shall not be disclosed to any other Person, unless such disclosure is required by any applicable law or regulation. Section 20.02. Trustee's Certificate. On or as soon as practicable after each Record Date as of which Receivables shall be assigned to the Seller or the Servicer, as applicable, pursuant to Section 20.03, the Trustee shall execute a Trustee's Certificate, based on the information contained in the Servicer's Certificate for the related Collection Period, amounts deposited to the Certificate Account and notices received pursuant to the Agreement, identifying the Receivables repurchased by the Seller pursuant to Section 12.02 or 21.02 or purchased by the Servicer pursuant to Section 13.07 or 21.02 during such Collection Period, and shall deliver such Trustee's Certificate, accompanied by a copy of the Servicer's Certificate for such Collection Period to the Seller or the Servicer, as the case may be. The Trustee's Certificate submitted with respect to such Distribution Date shall operate, as of such Distribution Date, as an assignment, without recourse, representation or warranty, to the Seller or the Servicer, as the case may be, of all the Trustee's right, title and interest in and to such Repurchased Receivable and to the other property conveyed to the Trust pursuant to Section 12.01 with respect to such Repurchased Receivable, and all security and documents relating thereto, such assignment being an assignment outright and not for security. 63 70 Section 20.03. Trustee's Assignment of Repurchased and Removed Receivables. With respect to Receivables repurchased by the Seller pursuant to Section 12.02 or 21.02 or purchased by the Servicer pursuant to Section 13.07 or 21.02, the Trustee shall by a Trustee's Certificate assign, without recourse, representation or warranty, to the Seller or the Servicer, as the case may be, all the Trustee's right, title and interest in and to such Receivable and the other property conveyed to the Trust pursuant to Section 2.01 with respect to such Receivable, and all security and documents relating thereto, such assignment being an assignment outright and not for security. If, in any enforcement suit or legal proceeding, it shall be held that the Servicer may not enforce a Receivable on the ground that it shall not be a real party in interest or a holder entitled to enforce the Receivable, the Trustee shall, at the Servicer's expense, take such steps as the Trustee deems necessary to enforce the Receivable, including bringing suit in the name of the Trustee or the names of the Certificateholders. Section 20.04. Certain Matters Affecting Trustee. (a) Except as otherwise provided in Section 20.01: (i) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate of auditors or any other certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties; (ii) the Trustee may consult with counsel and any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it under the Agreement in good faith and in accordance with such Opinion of Counsel; (iii) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Agreement, or to institute, conduct or defend any litigation under the Agreement or in relation to the Agreement, at the request, order or direction of any of the Certificateholders pursuant to the provisions of the Agreement, unless such Certificateholders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities that may be incurred therein or thereby; however, nothing contained in the Agreement shall relieve the Trustee of its obligation, upon the occurrence of an Event of Default (that shall not have been cured or waived), to exercise such of the rights and powers vested in it by the Agreement, and to use the same degree of care and skill in their exercise as a prudent man would exercise or use under the circumstances in the conduct of his own affairs; 64 71 (iv) the Trustee shall not be personally liable for any action taken, suffered or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Agreement; (v) prior to the occurrence of an Event of Default and after the curing or waiving of all Events of Default that may have occurred, the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document, unless requested in writing to do so by Holders of Class A Certificates and Class B Certificates evidencing not less than 25% of the Voting Interests thereof, voting together as a single class; provided, however, that if the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely to be incurred by it in the making of such investigation shall be, in the opinion of the Trustee, not reasonably assured to the Trustee by the security afforded to it by the terms of the Agreement, the Trustee may require reasonable indemnity against such cost, expense or liability as a condition to so proceeding; the reasonable expense of every such examination shall be paid by the Seller or the Servicer, as the case may be, or, if paid by the Trustee, shall be reimbursed by the Servicer upon demand; and nothing in this clause (v) shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors; and (vi) the Trustee may execute any of the trusts or powers hereunder or perform any duties under the Agreement either directly or by or through agents or attorneys or a custodian. (b) No Certificateholder will have any right to institute any proceeding with respect to the Agreement, unless such Holder shall have given to the Trustee written notice of default and (i) the Event of Default arises from the Servicer's failure to remit collections or payments when due or (ii) the Holders of Class A Certificates and Class B Certificates evidencing not less than 25% of the Voting Interests thereof, voting together as a single class, have made written request upon the Trustee to institute such proceeding in its own name as Trustee thereunder, and have offered to the Trustee reasonable indemnity, and the Trustee for 30 days has neglected or refused to institute any such proceedings. Section 20.05. Trustee Not Liable for Certificates or Receivables. The Trustee shall make no representations as to the validity or sufficiency of the Agreement or of the Certificates (other than the execution by the Trustee on behalf of the Trust of, and the certificate of authentication on, the Certificates) or of any Receivable or related document. The Trustee shall have no obligation to perform any of the duties of the Seller or Servicer unless explicitly set forth in the Agreement. The Trustee shall at no time have any responsibility or liability for or with respect to the legality, validity and enforceability of any security interest in any Financed Vehicle or any Receivable, or the perfection and priority of such a security interest or the maintenance of 65 72 any such perfection and priority; the efficacy of the Trust or its ability to generate the payments to be distributed to Certificateholders under the Agreement; the existence, condition, location and ownership of any Financed Vehicle; the existence and enforceability of any physical damage or credit life or credit disability insurance; the existence and contents of any Receivable or any computer or other record thereof; the validity of the assignment of any Receivable to the Trust or of any intervening assignment; the completeness of any Receivable; the performance or enforcement of any Receivable; the compliance by the Seller or the Servicer with any warranty or representation made under the Agreement or in any related document and the accuracy of any such warranty or representation prior to the Trustee's receipt of notice or other discovery of any noncompliance therewith or any breach thereof; any investment of monies by the Servicer or any loss resulting therefrom (it being understood that the Trustee shall remain responsible for any Trust property that it may hold); the acts or omissions of the Seller, the Servicer or any Obligor; any action of the Servicer taken in the name of the Trustee; or any action by the Trustee taken at the instruction of the Servicer; provided, however, that the foregoing shall not relieve the Trustee of its obligation to perform its duties under the Agreement. Except with respect to a claim based on the failure of the Trustee to perform its duties under the Agreement or based on the Trustee's willful misconduct, bad faith or negligence no recourse shall be had for any claim based on any provision of the Agreement, the Certificates or any Receivable or assignment thereof against the Trustee in its individual capacity. The Trustee shall not have any personal obligation, liability or duty whatsoever to any Certificateholder or any other Person with respect to any such claim, and any such claim shall be asserted solely against the Trust or any indemnitor who shall furnish indemnity as provided in the Agreement. The Trustee shall not be accountable for the use or application by the Seller of any of the Certificates or of the proceeds thereof, or for the use or application of any funds paid to the Servicer in respect of the Receivables. Section 20.06. Trustee May Own Certificates. The Trustee in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights as it would have if it were not Trustee. Section 20.07. Trustee's Fees and Expenses. The Servicer shall covenant and agree to pay to the Trustee, and the Trustee shall be entitled to, reasonable compensation (which shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) for all services rendered by it in connection with the execution of the trusts created by the Agreement and in the exercise and performance of any of the powers and duties under the Agreement of the Trustee, and the Servicer shall pay or reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances (including the reasonable compensation and the expenses and disbursements of its counsel and of all individuals not regularly in its employ) incurred or made by the Trustee in defense of any action brought against it in connection with the Agreement except any such expense, disbursement or advance as may arise from its negligence, willful misfeasance or bad faith or that is the responsibility of Certificateholders under the Agreement. Additionally, the Servicer, pursuant to Section 18.02, shall indemnify the Trustee with respect to certain matters, and Certificateholders, pursuant to 66 73 Section 20.04 shall, upon the circumstances therein set forth, indemnify the Trustee under certain circumstances. Section 20.08. Indemnity of Trustee and Successor Servicer. Upon the appointment of a Successor Servicer pursuant to Section 19.02, such Successor Servicer and the Trustee and their respective agents and employees shall be indemnified by the Trust and held harmless against any loss, liability, or expense (including reasonable attorney's fees and expenses) arising out of or incurred in connection with the acceptance of performance of the trusts and duties contained in the Agreement to the extent that (i) the Successor Servicer or the Trustee, as the case may be, shall not be indemnified for such loss, liability or expense by the Servicer pursuant to Section 18.02; (ii) such loss, liability or expense shall not have been incurred by reason of the Successor Servicer's or the Trustee's willful misfeasance, bad faith or negligence; and (iii) such loss, liability or expense shall not have been incurred by reason of the Successor Servicer's or the Trustee's breach of its respective representations and warranties pursuant to Sections 18.01 and 20.14, respectively. The Successor Servicer and/or the Trustee shall be entitled to the indemnification provided by this Section only to the extent all amounts due the Class A Certificateholders and the Class B Certificateholders with respect to any Distribution Date pursuant to Section 14.07 have been paid in full and all amounts required to be deposited in the Reserve Fund with respect to any Distribution Date pursuant to Section 14.07(b)(i) have been so deposited. Section 20.09. Eligibility Requirements for Trustee. The Trustee under the Agreement shall at all times be a corporation having its corporate trust office in the same State as the location of the Corporate Trust Office as specified in the Agreement, organized and doing business under the laws of such State or the United States, authorized under such laws to exercise corporate trust powers, have a combined capital and surplus of at least $100,000,000 and subject to supervision or examination by federal or state authorities and, if required by any Rating Agency, having the Required Long Term Debt Rating. If the Trustee shall publish reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purpose of this Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this Section, the Trustee shall resign immediately in the manner and with the effect specified in Section 20.10. Section 20.10. Resignation or Removal of Trustee. The Trustee may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the Servicer. Upon receiving such notice of resignation, the Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which instrument shall be delivered to the resigning Trustee and one copy to the successor Trustee. If no successor Trustee shall 67 74 have been so appointed and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. If at any time the Trustee shall cease to be eligible in accordance with the provisions of Section 20.09 and shall fail to resign after written request therefor by the Servicer, or if at any time the Trustee shall be legally unable to act, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Servicer may remove the Trustee. If it shall remove the Trustee under the authority of the immediately preceding sentence, the Servicer shall promptly appoint a successor Trustee by written instrument, in duplicate, one copy of which shall be delivered to the Trustee so removed and one copy to the successor Trustee and payment of all fees owed to the outgoing Trustee. Any resignation or removal of the Trustee and appointment of a successor Trustee pursuant to this Section shall not become effective until acceptance of appointment by the successor Trustee pursuant to Section 20.11. Section 20.11. Successor Trustee. Any successor Trustee appointed pursuant to Section 20.10 shall execute, acknowledge and deliver to the Servicer and to its predecessor Trustee an instrument accepting such appointment under the Agreement, and thereupon the resignation or removal of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor under the Agreement, with like effect as if originally named as Trustee. The predecessor Trustee shall deliver to the successor Trustee all documents and statements and monies held by it under the Agreement; and the Servicer and the predecessor Trustee shall execute and deliver such instruments and do such other things as may reasonably be required for fully and certainly vesting and confirming in the successor Trustee all such rights, powers, duties and obligations. No successor Trustee shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee shall be eligible pursuant to Section 20.09. Upon acceptance of appointment by a successor Trustee pursuant to this Section, the Servicer shall mail notice of the successor of such Trustee under the Agreement to all Holders of Certificates at their addresses as shown in the Certificate Register and shall give notice by mail to the Rating Agencies. If the Servicer shall fail to mail such notice within ten days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Servicer. 68 75 Section 20.12. Merger or Consolidation of Trustee. Any corporation (i) into which the Trustee may be merged or consolidated, (ii) which may result from any merger, conversion or consolidation to which the Trustee shall be a party or (iii) which may succeed to the business of the Trustee, which corporation executes an agreement of assumption to perform every obligation of the Trustee under the Agreement, shall be the successor of the Trustee hereunder, provided such corporation shall be eligible pursuant to Section 20.09, without the execution or filing of any instrument or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Notice of any such merger shall be given by the Trustee to the Rating Agencies. Section 20.13. Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions of the Agreement, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust or any Financed Vehicle may at the time be located, the Servicer and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or more Persons approved by the Trustee to act as co-trustee, jointly with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust, and to vest in such Person, in such capacity and for the benefit of the Certificateholders, such title to the Trust, or any part thereof, and, subject to the other provisions of this Section, such powers, duties, obligations, rights and trusts as the Servicer and the Trustee may consider necessary or desirable. If the Servicer shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in the case an Event of Default shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment. No co-trustee or separate trustee under the Agreement shall be required to meet the terms of eligibility as a successor Trustee pursuant to Section 20.09 and no notice of a successor Trustee pursuant to Section 20.11 and no notice to Certificateholders of the appointment of any co-trustee or separate trustee shall be required pursuant to Section 20.11. Each separate trustee and co-trustee shall, to the extent permitted by law, be appointed and act subject to the following provisions and conditions: (i) all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred upon and exercised or performed by the Trustee and such separate trustee or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee under the Agreement or as successor to the Servicer under the Agreement), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including the holding of title to the Trust or any portion thereof in any such jurisdiction) shall be exercised and performed singly by such separate trustee or co-trustee, but solely at the direction of the Trustee; 69 76 (ii) no trustee under the Agreement shall be personally liable by reason of any act or omission of any other trustee under the Agreement; and (iii) the Servicer and the Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee. Any notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees, as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to the Agreement and the conditions of this Article. Each separate trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the provisions of the Agreement, specifically including every provision of the Agreement relating to the conduct of, affecting the liability of, or affording protection to, the Trustee. Each such instrument shall be filed with the Trustee and a copy thereof given to the Servicer. Any separate trustee or co-trustee may at any time appoint the Trustee, its agent or attorney-in-fact with full power and authority, to the extent not prohibited by law, to do any lawful act under or in respect of the Agreement on its behalf and in its name. If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties, rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment of a new or successor trustee. Notwithstanding anything to the contrary in the Agreement, the appointment of any separate trustee or co-trustee shall not relieve the Trustee of its obligations and duties under the Agreement. Section 20.14. Representations and Warranties of Trustee. The Trustee shall make the following representations and warranties on which the Seller and Certificateholders may rely: (i) Organization and Good Standing. The Trustee is a banking corporation duly organized, validly existing and in good standing under the laws of its place of incorporation. (ii) Power and Authority. The Trustee has full power, authority and legal right to execute, deliver and perform its duties and obligations under the Agreement, and shall have taken all necessary action to authorize the execution, delivery and performance by it of the Agreement. (iii) No Violation. The execution, delivery and performance by the Trustee of the Agreement (a) shall not violate any provision of any law governing the banking and trust powers of the Trustee or, to the best of the Trustee's knowledge, any order, writ, judgment or decree of any court, arbitrator or governmental authority applicable to the Trustee or any of its assets, (b) shall not violate any provision of the corporate charter or 70 77 by-laws of the Trustee and (c) shall not violate any provision of, constitute, with or without notice or lapse of time, a default under or result in the creation or imposition of any Lien on any properties included in the Trust pursuant to the provisions of any mortgage, indenture, contract, agreement or other undertaking to which it is a party, which violation, default or Lien could reasonably be expected to materially and adversely affect the Trustee's performance or ability to perform its duties under the Agreement or the transactions contemplated in the Agreement. (iv) No Authorization Required. The execution, delivery and performance by the Trustee of the Agreement shall not require the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action in respect of, any governmental authority or agency regulating the banking and corporate trust activities of the Trustee. (v) Duly Executed. The Agreement shall have been duly executed and delivered by the Trustee and shall constitute the legal, valid and binding agreement of the Trustee, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. 71 78 ARTICLE TWENTY ONE TERMINATION Section 21.01. Termination of the Trust. The Trust and the respective obligations and responsibilities of the Seller, the Servicer, any Letter of Credit Bank and the Trustee shall terminate upon the first to occur of (i) the purchase on any Distribution Date by the Seller or the Servicer, or any successor to the Servicer, at its option, pursuant to Section 21.02, of the corpus of the Trust, (ii) the payment to Certificateholders of all amounts required to be paid to them pursuant to the Agreement, (iii) the maturity or liquidation of the last Receivable and the disposition of all property held as part of the Trust or (iv) the sale by the Trustee of all of the Receivables remaining in the Trust pursuant to Section 21.03; provided, however, that in no event shall the trust created by the Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of George Herbert Walker Bush of the State of Texas living on the date of the Agreement. The Servicer shall promptly notify the Trustee of any prospective termination pursuant to this Section. Notice of any termination, specifying the Distribution Date upon which Certificateholders are expected to be able to surrender their Certificates to the Trustee for payment of the final distribution and cancellation, shall be given promptly by the Trustee by letter to Certificateholders and each Rating Agency mailed not earlier than the 15th day and not later than the 25th day of the month next preceding the specified Distribution Date stating (i) the Distribution Date upon which final payment of the Certificates shall be made upon presentation and surrender of the Certificates at the office of the Trustee therein designated, (ii) the amount of any such final payment and (iii) if applicable, that the Record Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender of the Certificates at the office of the Trustee therein specified. The Trustee shall give such notice to the Certificate Registrar (if other than the Trustee) and the Letter of Credit Bank, if any, at the time such notice is given to Certificateholders. Upon presentation and surrender of the Certificates, the Trustee shall cause to be distributed to Certificateholders amounts distributable on such Distribution Date pursuant to Section 14.07. In the event that all of the Certificateholders shall not surrender their Certificates for cancellation within six months after the date specified in the above-mentioned written notice, the Trustee shall give a second written notice to the remaining Certificateholders to surrender their Certificates for cancellation and receive the final distribution with respect thereto. If within one year after the second notice all the Certificates shall not have been surrendered for cancellation, the Trustee may take appropriate steps, or may appoint an agent to take appropriate steps, to contact the remaining Certificateholders concerning surrender of their Certificates, and the cost thereof shall be paid out of the funds and other assets that shall remain subject to the Agreement. Any funds remaining in the Trust after exhaustion of such remedies shall be distributed by the Trustee to the United Way. 72 79 As soon as practicable after the Distribution Date specified for the final distribution or upon such other date upon which all amounts to be paid to the Certificateholders pursuant to the Agreement have been paid, the Trustee shall surrender the Servicer Letter of Credit to the Letter of Credit Bank for cancellation. Section 21.02. Optional Purchase of All Receivables. On each Distribution Date following a Record Date as of which the Pool Balance is 10% or less of the 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, the Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the Trust; provided that the option to purchase provided in this Section shall not be exercised if the final distribution to Certificateholders would be less than the aggregate outstanding principal amount of the Certificates plus the sum of (i) the Class A Interest Distributable Amount for the related Distribution Date, (ii) any outstanding Class A Interest Carryover Shortfall, (iii) the Class B Interest Distributable Amount for such Distribution Date and (iv) any outstanding Class B Interest Carryover Shortfall. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Trustee in writing, no later than the tenth day of the month in which the Record Date as of which such purchase is to be effected and, if there are any Book-Entry Certificates, the Clearing Agency in accordance with the Letter of Representations, and shall deposit pursuant to Section 14.06 in the Certificate Account an amount equal to the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses), such value to be determined by an appraiser mutually agreed upon by the Servicer and the Trustee, and shall succeed to all interests in and to the Trust; provided, however, the Seller or the Servicer, or any successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance. The payment shall be made in the manner specified in Section 14.06(a)(i), and shall be distributed pursuant to Section 14.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Trustee (based on the Trustee's receipt of such notice) shall be permitted to purchase the Receivables. Section 21.03. Sale of All Receivables. If none of the Seller, the Servicer or any successor to the Servicer exercises its optional termination right pursuant to Section 21.02 within 90 days after the last day of the Collection Period as of which such right can first be exercised, in accordance with the procedures and schedule set forth as an Exhibit to the Agreement (the "Auction Procedures"), the Trustee shall conduct an auction (the "Auction") of the Receivables remaining in the Trust (such Receivables hereinafter referred to as the "Auction Property") in order to effect a termination of the Trust pursuant to clause (iv) of the first paragraph of Section 21.01 on the second Distribution Date succeeding the last day of the Collection Period as of which the Pool Balance is 10% or less of the sum of the Original Pool Balance and the aggregate 73 80 principal balance of all Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates. Fleetwood Credit may, but shall not be required to, bid at the Auction. The Trustee shall sell and transfer the Auction Property to the highest bidder therefor at the Auction provided that: (i) the Auction has been conducted in accordance with the Auction Procedures; (ii) the Trustee has received good faith bids for the Auction Property from at least two bidders; (iii) one or more financial advisors, as advisor to the Trustee (each, an "Advisor"), shall have advised the Trustee in writing that at least two of such bidders (including the winning bidder) are participants in the market for motor vehicle retail installment sale contracts willing and able to purchase the Auction Property; (iv) the highest bid in respect of the Auction Property is not less than the aggregate fair market value of the Auction Property (as set forth in a written opinion of the Advisor to the Trustee); (v) any bid submitted by Fleetwood Credit or any affiliate of Fleetwood Credit shall reasonably represent the fair market value of the Auction Property, as independently verified and represented in writing by a qualified independent third party evaluator (which may include an investment banking firm), selected by the Trustee; and (vi) the highest bid would result in proceeds from the sale of the Auction Property which will be at least equal to the sum of (a) the greater of (1) the aggregate Repurchase Amounts for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses) or (2) an amount that when added to amounts on deposit in the Certificate Account that would constitute Available Funds for such second succeeding Distribution Date would result in proceeds sufficient to distribute the sum of (A) the Class A Distributable Amount plus any unpaid Class A Interest Carryover Shortfall and any unpaid Class A Principal Carryover Shortfall with respect to one or more prior Distribution Dates, and (B) the Class B Distributable Amount plus any unpaid Class B Interest Carryover Shortfall and any unpaid Class B Principal Carryover Shortfall, and (b) the sum of (1) an amount sufficient to reimburse the Servicer for any unreimbursed Advances and (2) the Servicing Fee payable on such final Distribution Date, including any unpaid Servicing Fees with respect to one or more prior Collection Periods. Provided that all of the conditions set forth in clauses (i) through (vi) above have been met, the Trustee shall sell and transfer the Auction Property, without recourse, to such highest 74 81 bidder in accordance with and upon completion of the Auction Procedures. The Trustee shall deposit the purchase price for the Auction Property in the Certificate Account at least one Business Day prior to such second succeeding Distribution Date. In addition, the Auction must stipulate that the Servicer be retained to service the Receivables on terms substantially similar to those in the Agreement. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Auction Procedures, the Trustee shall decline to consummate such sale and transfer. In the event such sale and transfer is not consummated in accordance with the foregoing, however, the Trustee may from time to time in the future, but shall not under any further obligation to, solicit bids for sale of the assets of the Trust upon the same terms and conditions as set forth above. 75 82 ARTICLE TWENTY TWO MISCELLANEOUS PROVISIONS Section 22.01. Amendment. The Agreement may be amended by the Seller, the Servicer and the Trustee, without the consent of any of the Certificateholders or the Letter of Credit Bank, if any, (a) to cure any ambiguity, to correct or supplement any provision in the Agreement which may be inconsistent with any other provision of the Agreement, or to add, change or eliminate any other provision with respect to matters or questions arising under the Agreement that shall not be inconsistent with the provisions of the Agreement, (b) to change the formula for determining the Specified Reserve Fund Balance or the manner in which the Reserve Fund is funded and (c) to amend or modify any provisions in the Agreement relating to the Servicer Letter of Credit, if any, or the acquisition thereof (provided that no such amendment or modification pursuant to this clause (c) shall be made without the consent of the Letter of Credit Bank, if any, which consent shall not be unreasonably withheld); provided, however, that for purposes of clauses (a) through (c) above, no such amendment shall, as evidenced by an Opinion of Counsel, adversely affect in any material respect the interests of any Certificateholder (including any amendment that would adversely affect the Trust's status as a grantor trust for federal income tax purposes) and provided, further, that prior to changing the formula for determining the Specified Reserve Fund Balance or the manner in which the Reserve Fund is funded or amending or modifying any provisions relating to the Servicer Letter of Credit or the Letter of Credit Bank, if any, the Servicer shall deliver to the Trustee a letter from each Rating Agency to the effect that such revised formula will not cause the rating then assigned to the Rated Certificates to be qualified, reduced or withdrawn. The Agreement may also be amended from time to time by the Seller, the Servicer and the Trustee, with the consent of the Holders of Certificates evidencing not less than 51% of the Voting Interests of each Class of Certificates, voting together as a single class, and upon not less than two weeks' prior notice to each Rating Agency, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of the Agreement, or of modifying in any manner the rights of the Certificateholders or the Letter of Credit Bank, if any; provided, however, that no such amendment shall (i) except as otherwise provided in the first paragraph of this Section, increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments of the Receivables, or distributions that shall be required to be made on any Certificate or to or by the Letter of Credit Bank, if any, or (ii) reduce the aforesaid percentage of the Voting Interests of the Certificates of each Class required to consent to any such amendment, without the consent of the Holders of all Certificates of such Class then outstanding. The Trustee shall furnish written notification of the substance of such amendment or consent to each Certificateholder and to the Letter of Credit Bank, if any. It shall not be necessary for the consent of Certificateholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if 76 83 such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders shall be subject to such reasonable requirements as the Trustee may prescribe. Prior to the execution of any amendment to the Agreement, the Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by the Agreement. The Trustee may, but shall not be obligated to, enter into any such amendment which affects the Trustee's own rights, duties or immunities under the Agreement or otherwise. Section 22.02. Protection of Title to Trust. (a) Each of the Seller and the Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Certificateholders, the Letter of Credit Bank, if any, and the Trustee in the Receivables and in the proceeds thereof. Each of the Seller and the Servicer shall deliver (or cause to be delivered) to the Trustee file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Trustee at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller and the Servicer shall give the Trustee at least 60 days' prior written notice of any relocation of their respective principal executive offices if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service the Receivables, and its principal executive office, within the United States. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Certificate Account in respect of such Receivable. 77 84 (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under the Agreement of the Receivables to the Trustee, the Servicer's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the particular grantor trust in such Receivable and that such Receivable is owned by the Trustee. Indication of the Trustee's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, the Receivable shall have been paid in full, repurchased or assigned pursuant to the Agreement. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in recreational vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, creditor or other transferee computer tapes, records or print-outs (including any restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trustee. (g) The Servicer shall permit the Trustee and its agents at any time during normal business hours and upon reasonable notice to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Trustee, within five Business Days, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Trustee promptly after the execution and delivery of the Agreement and of each amendment thereto, an Opinion of Counsel either (A) stating that, in the opinion of such Counsel, all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (B) stating that, in the opinion of such Counsel, no such action shall be necessary to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Certificates to be registered with the Commission pursuant to Section 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections. (k) For the purpose of facilitating the execution of the Agreement and for other purposes, the Agreement may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which counterparts shall constitute but one and the same instrument. 78 85 Section 22.03. Limitation on Certificateholder Rights. The death or incapacity of any Certificateholder shall not operate to terminate the Agreement or the Trust, nor entitle such Certificateholder's legal representatives or heirs to claim an accounting or to take any action or commence any proceeding in any court for a partition or winding up of the Trust, nor otherwise affect the rights, obligations and liabilities of the parties to the Agreement or any of them. No Certificateholder shall have any right to vote (except as provided in Sections 19.05 and 22.01) or in any manner otherwise control the operation and management of the Trust, or the obligations of the parties to the Agreement, nor shall anything set forth in the Agreement or contained in the terms of the Certificates, be construed so as to constitute the holders from time to time as partners or members of an association; nor shall any Certificateholder be under any liability to any third party by reason of any action taken pursuant to any provision of the Agreement. No Certificateholder shall have any right by virtue or by availing itself of any provisions of the Agreement to institute any suit, action or proceeding in equity or at law upon or under or with respect to the Agreement, unless such Holder previously shall have given to the Trustee a written notice of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of Certificates evidencing not less than 25% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class, shall have made written request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee under the Agreement and shall have offered to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or thereby, and the Trustee, for 30 days after its receipt of such notice, request and offer of indemnity, shall have neglected or refused to institute any such action, suit or proceeding; no one or more Holders of Certificates shall have any right in any manner whatever by virtue or by availing itself or themselves of any provisions of the Agreement to affect, disturb or prejudice the rights of the Holders of any other of the Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce any right, under the Agreement except in the manner provided in the Agreement and for the equal, ratable and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section, each Certificateholder and the Trustee shall be entitled to such relief as can be given either at law or in equity. Section 22.04. Governing Law. The Agreement shall be construed in accordance with the laws of the State of California and the obligations, rights and remedies of the parties under the Agreement shall be determined in accordance with such laws; provided, however, the immunities, authority and standard of care of the Trustee shall be governed by the jurisdiction in which its principal office is located. Section 22.05. Notices. All demands, notices and communications under the Agreement shall be in writing, personally delivered or mailed by certified mail, return receipt requested, and 79 86 shall be deemed to have been duly given upon receipt (i) in the case of the Seller or the Servicer, to the agent for service as specified in the Agreement, or at such other address as shall be designated by the Seller or the Servicer in a written notice to the Trustee; (ii) in the case of the Trustee, at the Corporate Trust Office; (iii) in the case of any Letter of Credit Bank to the address provided in the Agreement or in the reimbursement agreement pursuant to which the Servicer Letter of Credit is issued; (iv) in the case of Standard & Poor's, at 26 Broadway, 15th Floor, New York, New York 10004, Attention: Asset Backed Surveillance Department; (v) in the case of Moody's, at 99 Church Street, New York, New York 10007 Attention: ABS Monitoring Department; and (vi) in the case of Duff & Phelps, at 55 East Monroe, Chicago, Illinois 60603. Any notice required or permitted to be mailed to a Certificateholder shall be given by first class mail, postage prepaid, at the address of such Holder as shown in the Certificate Register. Any notice so mailed within the time prescribed in the Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder shall receive such notice. Section 22.06. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of the Agreement shall be for any reason whatsoever held invalid, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of the Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of the Agreement or of the Certificates or the rights of the Holders thereof. Section 22.07. Assignment. Notwithstanding anything to the contrary contained herein, except as provided in Sections 17.03 and 18.03 and as provided in the provisions of the Agreement concerning the resignation of the Servicer, the Agreement may not be assigned by the Seller or the Servicer without the prior written consent of the Trustee and the Holders of Certificates evidencing not less than 51% of the Voting Interests of the Class A Certificates and the Class B Certificates, voting together as a single class. Section 22.08. Certificates Nonassessable and Fully Paid. The interests represented by the Certificates shall be nonassessable for any losses or expenses of the Trust or for any reason whatsoever, and, upon authentication thereof by the Trustee pursuant to Section 16.02, 16.03, 16.04, 16.08, 16.09 or 16.11, each of the related Certificates shall be deemed fully paid. Section 22.09. No Petition. Each of the Servicer and the Trustee covenants and agrees that prior to the date which is one year and one day after the date upon which each Class of Certificates has been paid in full, it will not institute against, or join any other Person in instituting against the Seller any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law. 80 87 This Section shall survive the termination of the Agreement or the termination of the Servicer or the Trustee, as the case may be, under the Agreement. * * * * 81 88 EXHIBIT A SERVICER LETTER OF CREDIT ____________, _____ Credit No. ___________ __________________________________ __________________________________ __________________________________ __________________________________ Attention: ______________________ Ladies and Gentlemen: At the request and for the account of our customer, Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"), we (the "Letter of Credit Bank") hereby establish in your favor this Servicer Letter of Credit, wherein you, as trustee (the "Trustee") under the Pooling and Servicing Agreement (the "Pooling and Servicing Agreement") dated as of ______ 1, ____, among Fleetwood Credit Receivables Corp. ("FCRC"), Fleetwood Credit and you, pursuant to which $______________ in aggregate principal amount of Asset Backed Certificates (the "Certificates") of the Fleetwood Credit RV Receivables Grantor Trust (the "Trust") have been issued, are hereby irrevocably authorized to draw upon the terms and conditions hereinafter set forth, in an aggregate amount not exceeding $_______ (hereinafter, as reduced from time to time in accordance with the provisions hereof, the "Stated Amount"). This Servicer Letter of Credit is effective immediately and expires at the close of business on __________, ____ (the "Expiration Date") at the counters of the Letter of Credit Bank's _____________ Branch. Funds under this Servicer Letter of Credit are available to you against your written certificate signed by one who states therein that he is your duly authorized officer, appropriately completed, in the form of Annex 1 hereto for payment of certain amounts due from, but unpaid by, Fleetwood Credit under the Pooling and Servicing Agreement. We hereby agree that each demand made under and in compliance with the terms of this Servicer Letter of Credit will be duly honored by us upon due delivery of the certificate(s), as specified above, appropriately completed (together with such enclosures, if any, required thereby), if presented as specified on or before the expiration date hereof. If a presentation in A-1 89 respect of payment is made by you hereunder at or prior to 12:00 Noon, [LOS ANGELES] time, on a Business Day, and provided that the documents so presented conform to the terms and conditions hereof, payment shall be made to you of the amount specified, in immediately available funds, not later than 9:00 a.m., [LOS ANGELES] time, on the following Business Day. If a presentation in respect of payment is made by you hereunder after 12:00 Noon, [LOS ANGELES] time, on a Business Day, such presentation shall be deemed to have been made prior to 12:00 Noon, [LOS ANGELES] time, on the next succeeding Business Day. You agree to use your best efforts to provide us telephonic notice at the time any presentation in respect of payment is made hereunder; provided, however, that failure to provide such telephonic notice shall not affect our obligation to make payment in respect of any such presentation in respect of payment. If requested by you, payment under this Servicer Letter of Credit will be wire transferred to an account specified by the Trustee in the related certificate. As used herein, "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which the Trustee or banking institutions in New York, New York or [LOS ANGELES], California shall be authorized or obligated by law, executive order or governmental decree to be closed. If a drawing made by you hereunder does not, in any instance, conform to the terms and conditions of this Servicer Letter of Credit, we shall give you prompt notice that the purported drawing was not effected in accordance with the terms and conditions of this Servicer Letter of Credit, stating the reasons therefor and that we are holding any documents presented in connection therewith at your disposal or are returning the same to you, as we may elect. Only you, as Trustee, may make a drawing under this Servicer Letter of Credit. Upon the payment of the amount specified in the related certificate(s) presented hereunder, we shall be fully discharged of our obligation under this Servicer Letter of Credit with respect to such certificate(s) and we shall not thereafter be obligated to make any further payments under this Servicer Letter of Credit in respect of such certificate(s) to you or any other person. By paying to you an amount demanded in accordance herewith, we make no representation as to the correctness of the amount demanded. This Servicer Letter of Credit shall automatically terminate at our close of business in [LOS ANGELES], California on the first to occur of the following dates (the "Termination Date"): (i) the Expiration Date, or if said date shall not be a Business Day, on the Business Day next succeeding said date, (ii) the date of receipt by us of your written certificate signed by your authorized officer, appropriately completed, in the form of Annex 2 hereto, (iii) the payment by us of the final drawing available to be made hereunder or (iv) on the date specified in our letter to you in the form of Annex 5 hereto. If we are not then in default hereunder by reason of our having wrongfully failed to honor a demand for payment hereunder, this Servicer Letter of Credit shall be promptly surrendered to us upon the Termination Date. Drawings in respect of payments hereunder honored by us shall not, in the aggregate, exceed the Stated Amount in effect immediately prior to such drawing. Each drawing honored A-2 90 by us hereunder shall pro tanto reduce the Stated Amount in effect immediately prior to such drawing. The Stated Amount under the Servicer Letter of Credit shall be automatically further reduced at the close of business on the 15th day of each month, or if such day is not a Business Day, the next following Business Day, commencing on __________, ____ (each, a "Reset Date"), so that the Stated Amount at the close of business on such Reset Date will equal the lesser of (i) the Stated Amount as theretofore in effect or (ii) the product of $_________ and the Reset Percentage; provided that the Stated Amount as of the close of business on any Reset Date shall be further reduced if the Stated Amount would otherwise exceed the Pool Balance (as defined in the Pooling and Servicing Agreement). For purposes of this Servicer Letter of Credit, the Reset Percentage on any Reset Date shall be equal to a fraction the numerator of which is the number of Receivables in the Trust at the close of business on the last day of the calendar month preceding the calendar month in which such Reset Date occurs (as evidenced by the Servicer's Certificate for such calendar month) and the denominator of which is the original number of Receivables in the Trust as of _____________. Although the adjustment on each Reset Date shall occur automatically, by acceptance of this Servicer Letter of Credit you agree on or as soon as practicable following each Reset Date on which any reduction has been effected pursuant to the preceding sentence, and in any event within one Business Day after our written request (which may be by telex or telecopier) on any subsequent date on which a drawing certificate is presented hereunder, to deliver to us your certificate in the form of Annex 3 hereto (each, a "Reduction Certificate"), appropriately completed, setting forth the calculation of the Stated Amount as so adjusted; but the failure to deliver such Reduction Certificate shall not otherwise affect the effectiveness of any such reduction. This Servicer Letter of Credit shall be governed by the internal laws of the State of California, including, without limitation, Article 5 of the Uniform Commercial Code as in effect in the State of California. This Servicer Letter of Credit shall be supplemented by the provisions (to the extent that such provisions are not inconsistent with this Servicer Letter of Credit and said Article 5) of the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce, Publication No. 500, except Article 45 thereof. All documents presented to us in connection with any demand for payment hereunder, as well as all notices and other communications to us in respect of this Servicer Letter of Credit shall be in writing, or shall be transmitted by tested telex or telecopier (promptly confirmed in either case in writing), and shall be addressed to us at _____________, specifically referring thereon to this Servicer Letter of Credit by number. You may transfer your rights under this Servicer Letter of Credit in their entirety (but not in part) to any transferee who has succeeded you as trustee pursuant to the Pooling and Servicing Agreement and such transferred rights may be successively transferred. The transfer of your rights under this Servicer Letter of Credit to any such transferee shall be effected upon the A-3 91 presentation to us of this Servicer Letter of Credit accompanied by a transfer letter in the form attached hereto as Annex 4. This Servicer Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein (including, without limitation, the Certificates), except only Annexes 1 through 5 hereto; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except as set forth above. Very truly yours, -------------------------------------- By: --------------------------------- Name: Title: A-4 92 ANNEX 1 TO SERVICER LETTER OF CREDIT NO. CERTIFICATE FOR "ANNEX 1 DRAWING" The undersigned, ________________________, as trustee (the "Trustee"), acting through the undersigned duly authorized officer of the Trustee, hereby certifies to ______________________ (the "Letter of Credit Bank"), with reference to the Bank's Servicer Letter of Credit No. __________ (the "Servicer Letter of Credit"; any capitalized terms used herein and not defined having its respective meaning as set forth in the Servicer Letter of Credit) issued in favor of the Trustee, that: (1) The Trustee is the Trustee under the Pooling and Servicing Agreement. (2) Fleetwood Credit, as servicer ("Servicer") under the Pooling and Servicing Agreement, has notified us, as Trustee under the Pooling and Servicing Agreement, pursuant to a Servicer's Certificate (as defined in the Pooling and Servicing Agreement) (a copy of which is attached hereto) furnished pursuant to Section 13.09 of the Pooling and Servicing Agreement that the following amount was required to be remitted by the Servicer to the Certificate Account (as such term is defined in the Pooling and Servicing Agreement) pursuant to Section 14.02 of the Pooling and Servicing Agreement with respect to the Distribution Date (as defined in the Pooling and Servicing Agreement) occurring on [insert applicable Distribution Date]: $[insert amount required to be remitted pursuant to Section 14.02]. (3) Fleetwood Credit has failed to deposit the following portion of amounts owed by it with respect to such Distribution Date as set forth in paragraph (2) above: $[insert amount of deficiency]. (4) The Trustee is making a drawing under the Servicer Letter of Credit in the amount of $__________ which amount equals the lesser of (a) the amount set forth in paragraph (3) and (b) the amount identified by the Servicer in the Servicer's Certificate referred to in paragraph (2) above as being available on the date hereof to be drawn under the Servicer Letter of Credit. (5) The Trustee has not received notice from Fleetwood Credit or any other person or entity contesting the accuracy of such Servicer's Certificate. (6) The account to which payment under the Servicer Letter of Credit is to be wire transferred is Account No. __________, maintained at ___________________________. A-5 93 IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate as of the _____ day of ___________. ------------------------------- as Trustee By: --------------------------- Name: Title: A-6 94 ANNEX 2 TO SERVICER LETTER OF CREDIT NO. ___ CERTIFICATE FOR THE TERMINATION OF SERVICER LETTER OF CREDIT NO. ___ The undersigned, a duly authorized officer of _______________, as trustee (the "Trustee"), hereby certifies to ______________ (the "Letter of Credit Bank") with reference to the Servicer Letter of Credit Bank's Irrevocable Servicer Letter of Credit No. _______ (the "Servicer Letter of Credit"; any capitalized term used herein and not defined having its respective meaning as set forth in the Servicer Letter of Credit) issued in favor of the Trustee, that [the Pooling and Servicing Agreement has been terminated in accordance with its terms and the Certificate Account defined therein contains sufficient funds to pay in full all outstanding Certificates issued thereunder] or [in accordance with Section 15.01(b) of the Pooling and Servicing Agreement, the Servicer Letter of Credit has been terminated on the date hereof] or [the Trustee has received the Letter of Credit Bank's letter in the form of Annex 5 to the Servicer Letter of Credit].* Accordingly, we herewith return to you for cancellation the Servicer Letter of Credit which is terminated, as of the date hereof, pursuant to its terms. Date: ______________ ------------------------------- as Trustee By: ---------------------------- Authorized Officer - ----------------------------------- * Select appropriate alternative. A-7 95 ANNEX 3 TO SERVICER LETTER OF CREDIT NO. ___ CERTIFICATE FOR THE REDUCTION OF THE STATED AMOUNT OF SERVICER LETTER OF CREDIT NO. ___ The undersigned, a duly authorized officer of ________________, as trustee (the "Trustee"), hereby certifies to _______________ (the "Letter of Credit Bank") with reference to the Letter of Credit Bank's Servicer Letter of Credit No. __________ (the "Servicer Letter of Credit"; any capitalized terms used herein and not defined having its respective meaning as set forth in the Servicer Letter of Credit) issued in favor of the Trustee, that: (1) The Trustee is the Trustee under the Pooling and Servicing Agreement. (2) On the basis of the Servicer's Certificate attached hereto, the Trustee hereby confirms that effective [insert Reset Date] the Stated Amount of the Servicer Letter of Credit has been reduced from $__________ to $__________, which amount equals the product of $__________ and the Reset Percentage; provided that if the Stated Amount would exceed the Pool Balance set forth in such certificate as of the end of last month, the Stated Amount shall be reduced to the amount of the Pool Balance. (3) This Certificate has been prepared and presented in strict compliance with the terms of the Pooling and Servicing Agreement and the Servicer Letter of Credit. IN WITNESS WHEREOF, the Trustee has executed and delivered this certificate as of the _______ day of __________, ____. ------------------------------- as Trustee By: --------------------------- Name: Title: A-8 96 ANNEX 4 TO SERVICER LETTER OF CREDIT NO. ___ _____________, _____ __________________________________ __________________________________ __________________________________ __________________________________ Re: Servicer Letter of Credit No. _________ Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ------------------------------------- (Name and Address of Transferee) all rights of the undersigned beneficiary to draw under the above-captioned Servicer Letter of Credit (the "Servicer Letter of Credit"). The transferee has succeeded the undersigned as Trustee under the Pooling and Servicing Agreement (as defined in the Servicer Letter of Credit). By this transfer, all rights of the undersigned beneficiary in the Servicer Letter of Credit are transferred to the transferee and the transferee shall hereafter have the sole rights as beneficiary thereof; provided, however, that no rights shall be deemed to have been transferred to the transferee until such transfer complies with the requirements of the Servicer Letter of Credit pertaining to transfers. The Servicer Letter of Credit is returned herewith and in accordance therewith we ask that this transfer be effective and that you cause the transfer of the Servicer Letter of Credit to A-9 97 our transferee or that, if so requested by the transferee, you cause the issuance of a new Servicer Letter of Credit in favor of the transferee with provisions consistent with the Servicer Letter of Credit. Very truly yours, --------------------------------------- as predecessor Trustee By: ----------------------------------- Name: Title: A-10 98 ANNEX 5 TO SERVICER LETTER OF CREDIT NO. ___ [Letterhead of Letter of Credit Bank] ____________, ____ [Insert name of Beneficiary] [Address] Attention: _______________________ Re: Servicer Letter of Credit No. _________ of Ladies and Gentlemen: On the date hereof we have received notice from Fleetwood Credit Corp. ("Fleetwood Credit") that its short-term credit rating has been upgraded to [the Required Servicer Rating] by [insert name of applicable Rating Agency]. [On the date hereof, as a result of such upgrading] or [At the close of business on the [immediately] [second]* succeeding Distribution Date (as defined in the Servicer Letter of Credit) following the date hereof, as a result of such downgrading]**, the Servicer Letter of Credit is hereby terminated. Please deliver the Servicer Letter of Credit to us for cancellation as soon as practicable following such date, accompanied by your certificate in the form of Annex 2 to the Servicer Letter of Credit. Very truly yours, ------------------------------- By: --------------------------- Name: Title: - ----------------------------- * Insert "immediately" if the date of this letter is after the 15th day of the month. Insert "second" if the date of this letter is on or prior to the 15th day of the month. ** Select appropriate alternative. A-11 99 EXHIBIT B TRANSFER AGREEMENT TRANSFER NO. __ OF SUBSEQUENT RECEIVABLES, dated as of __________, among FLEETWOOD CREDIT RV RECEIVABLES 199_ -____ GRANTOR TRUST (the "Trust"), FLEETWOOD CREDIT CORP., a California corporation ("Fleetwood Credit"), FLEETWOOD CREDIT RECEIVABLES CORP., a California corporation (the "Seller"), and __________, as trustee (the "Trustee") pursuant to the Pooling and Servicing Agreement referred to below. W I T N E S S E T H: WHEREAS, Fleetwood Credit, the Seller and the Trustee are parties to the Pooling and Servicing Agreement, dated as of __________, _____ (the "Pooling and Servicing Agreement"); WHEREAS, Fleetwood Credit and the Seller are parties to the Receivables Purchase Agreement, dated as of __________, _____ (the "Receivables Purchase Agreement"); WHEREAS, pursuant to the Receivables Purchase Agreement, Fleetwood Credit desires to convey certain Subsequent Receivables to the Seller and pursuant to the Pooling and Servicing Agreement and this Agreement the Seller desires to convey such Subsequent Receivables to the Trust; and WHEREAS, the Trustee is willing to accept such conveyance subject to the terms and conditions hereof. NOW, THEREFORE, the Trustee, the Seller and Fleetwood Credit hereby agree as follows: Section 1. Defined Terms. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. "Agreement" means this Transfer Agreement and all amendments hereof and supplements hereto. "Subsequent Cutoff Date" means, with respect to the Subsequent Receivables conveyed hereby, __________. B-1 100 "Subsequent Receivables" means the Receivables identified on the supplement to Schedule A to the Pooling and Servicing Agreement attached hereto. "Subsequent Transfer Date" means, with respect to the Subsequent Receivables conveyed hereby, __________. Section 2. Schedule of Receivables. Annexed hereto is a supplement to Schedule A to the Pooling and Servicing Agreement listing the Subsequent Receivables to be conveyed by the Seller to the Trust pursuant to this Agreement on the Subsequent Transfer Date. Section 3. Conveyance of Subsequent Receivables. Subject to the conditions set forth in Section 5 hereof, in consideration of the Trustee's delivery on behalf of the Trust to or upon the order of the Seller of an amount equal to $__________ (i.e., the aggregate Principal Balance of the Subsequent Receivables as of the Subsequent Cutoff Date), the Seller does hereby sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the Seller's obligations hereunder): (a) all right, title and interest of the Seller in and to the Subsequent Receivables listed on Schedule A hereto and all monies due thereon and paid thereon or in respect thereof (including proceeds of the repurchase of such Subsequent Receivables by the Seller pursuant to Section 12.02 or 21.02 of the Pooling and Servicing Agreement or the purchase of such Subsequent Receivables by Fleetwood Credit pursuant to Section 13.07 or 21.02 of the Pooling and Servicing Agreement) on or after the Subsequent Cutoff Date; (b) the interest of the Seller in the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such Subsequent Receivables; (c) the interest of the Seller in any Liquidation Proceeds, in any proceeds of any physical damage insurance policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to such Subsequent Receivables or the related Obligors; (d) the interest of the Seller in any proceeds from Dealer repurchase obligations relating to such Subsequent Receivables; and (e) all proceeds of the foregoing. Section 4. Representations and Warranties of the Seller. (a) The Seller does hereby make the following representations on which the Trustee shall rely in accepting the Subsequent Receivables in trust pursuant to the Pooling and Servicing B-2 101 Agreement. The representations shall speak as of the execution and delivery of this Agreement and as of the Subsequent Transfer Date, and in each case shall survive the sale, transfer and assignment of the Subsequent Receivables to the Trustee. (i) Organization and Good Standing. The Seller shall have been duly organized and shall be validly existing as a corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall now have, power, authority and legal right to acquire, own and sell the Subsequent Receivables. (ii) Due Qualification. The Seller shall be duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications. (iii) Power and Authority. The Seller shall have the power and authority to execute and deliver this Agreement and to carry out its terms, the Seller shall have full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and shall have duly authorized such sale and assignment to the Trustee by all necessary corporate action; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Seller by all necessary corporate action. (iv) Valid Sale; Binding Obligations. This Agreement shall evidence a valid sale, transfer and assignment of the Subsequent Receivables, enforceable against creditors of and purchasers from the Seller; and shall constitute a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Seller, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Seller is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement and the B-3 102 Pooling and Servicing Agreement); nor violate any law or, to the best of the Seller's knowledge, any order, rule or regulation applicable to Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties. (vi) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Seller, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties: (a) asserting the invalidity of this Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (c) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement. (b) The Seller does hereby make the following representations and warranties as to the Subsequent Receivables on which the Trustee shall rely in accepting the Subsequent Receivables in trust. The representations shall speak as of the execution and delivery of this Agreement and as of the Subsequent Transfer Date, and in each case shall survive the sale, transfer and assignment of the Subsequent Receivables to the Trustee. (i) Characteristics of Subsequent Receivables. Each Subsequent Receivable (a) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by Fleetwood Credit from such Dealer under an agreement with Fleetwood Credit and shall have been validly assigned by such Dealer to Fleetwood Credit in accordance with its terms and shall have been subsequently sold by Fleetwood Credit to the Seller; (b) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of Fleetwood Credit in the related Financed Vehicle, which security interest has been assigned by Fleetwood Credit to the Seller, and shall be assignable, and shall be so assigned, by the Seller to the Trustee; (c) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against the collateral of the benefits of the security; (d) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Subsequent Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at its APR; and (e) shall provide for, in the event that such Subsequent Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR. B-4 103 (ii) Schedule of Receivables. The information set forth in the supplement to the Schedule of Receivables annexed hereto shall be true and correct in all material respects as of the opening of business on the Subsequent Cutoff Date, and no selection procedure adverse to the Certificateholders shall have been utilized in selecting the Subsequent Receivables from those Receivables of Fleetwood Credit which met the selection criteria set forth in this Section. (iii) Compliance with Law. Each Subsequent Receivable and each sale of the related Financed Vehicle shall have complied at the time it was originated or made, and shall comply at the time of execution of this Agreement in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit, equal credit opportunity and disclosure laws. (iv) Binding Obligation. Each Subsequent Receivable shall constitute the genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation and other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Government Obligor. None of the Subsequent Receivables shall be due from the United States or any state or local government thereof or from any agency, department or instrumentality of the United States or any state or local government. (vi) Security Interest in Financed Vehicles. Immediately prior to the sale, assignment and transfer thereof, each Subsequent Receivable shall be secured by a validly perfected first security interest in the related Financed Vehicle in favor of Fleetwood Credit as secured party or all necessary and appropriate action with respect to such Subsequent Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of Fleetwood Credit as secured party. (vii) Receivables in Force. No Subsequent Receivable shall have been satisfied, subordinated or rescinded, nor shall any related Financed Vehicle have been released from the lien granted by the related Subsequent Receivable in whole or in part. B-5 104 (viii) No Waiver. No provision of a Subsequent Receivable shall have been waived in such a manner that such Subsequent Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto. (ix) No Amendments. No Subsequent Receivable shall have been amended in such a manner that such Subsequent Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto. (x) No Defenses. No facts shall be known to the Seller which would give rise to any right of rescission, setoff, counterclaim or defense, nor shall the same have been asserted or threatened, with respect to any Subsequent Receivable. (xi) No Liens. To the knowledge of the Seller, no liens or claims shall have been filed, including liens for work, labor or materials relating to a Financed Vehicle related to a Subsequent Receivable, that shall be liens prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Subsequent Receivable. (xii) No Default. Except for payment defaults continuing for a period of not more than 30 days as of the Subsequent Cutoff Date, no default, breach, violation or event permitting acceleration under the terms of any Subsequent Receivable shall have occurred; and no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Subsequent Receivable shall have arisen; and the Seller shall not have waived any of the foregoing. (xiii) Insurance. Fleetwood Credit, in accordance with its customary servicing procedures, shall have determined that each Obligor had obtained physical damage insurance covering the related Financed Vehicle. (xiv) Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Subsequent Receivables from the Seller to the Trust and that the beneficial interest in and title to the Subsequent Receivables not be a part of the debtor's estate in the event of a filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Subsequent Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Trustee, and no provision of a Subsequent Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Subsequent Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Trustee, for the benefit of the Certificateholders, shall have good and marketable title to each Subsequent Receivable, free and clear of all Liens and rights B-6 105 of others; and the transfer and assignment herein contemplated has been perfected under the UCC. (xv) Lawful Assignment. No Subsequent Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Subsequent Receivable under the Agreement or pursuant to transfers of the Certificates shall be unlawful, void or voidable. (xvi) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Trustee a first perfected ownership interest in the Subsequent Receivables shall have been made. (xvii) One Original. There shall be only one original executed copy of each Subsequent Receivable. (xviii) Additional Representations and Warranties. (a) Each Subsequent Receivable shall have an original maturity of not less than __ months nor greater than __ months and, as of the Subsequent Cutoff Date, a scheduled remaining maturity of not less than __ months nor greater than __ months; (b) the weighted average remaining term of the Receivables (including the Subsequent Receivables) as of the Subsequent Transfer Date is not greater than __ months; (c) each Subsequent Receivable shall have an Annual Percentage Rate equal to or greater than _____% and equal to or less than _____%; (d) the weighted average APR of the Receivables (including the Subsequent Receivables) is not less than _____%; (e) each Subsequent Receivable shall have no payment that is more than 30 days past due as of the related Subsequent Cutoff Date; (f) such Subsequent Receivables were originated on or prior to __________; and (g) the related Receivable Files shall be kept at one or more of the locations listed in Schedule B to the Pooling and Servicing Agreement. Section 5. Conditions Precedent. The obligation of the Trust to acquire the Subsequent Receivables hereunder is subject to the satisfaction, on or prior to the Subsequent Transfer Date, of the following conditions precedent: (a) Representations and Warranties. (i) Each of the representations and warranties made by Fleetwood Credit in Section 2.03 of the Receivables Purchase Agreement and (ii) each of the representations and warranties made by the Seller in Section 4 of this Agreement and Sections 7.01 and 17.01 of the Pooling and Servicing Agreement, shall be true and correct as of the date of this Agreement and as of the Subsequent Transfer Date. (b) Pooling and Servicing Agreement Conditions. Each of the conditions set forth in Section 2.02(b) to the Pooling and Servicing Agreement shall have been satisfied. B-7 106 (c) Receivables Purchase Agreement Conditions. Fleetwood Credit shall have complied with the requirements of Section 2.03 of the Receivables Purchase Agreement and shall have delivered all documents required to be delivered pursuant to Section 2.01 of the Receivables Purchase Agreement. (d) Security Interest Perfection. In connection with the conveyance contemplated by this Agreement, the Seller agrees to record and file, at its own expense, a financing statement with respect to the related Subsequent Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9105 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is sufficient to perfect the sale and assignment of such Subsequent Receivables to the Trust, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filing with the file stamped copy of each such filing to be provided to the Trustee in due course), as soon as is practicable after the Seller's receipt thereof. In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Subsequent Transfer Date (i) to annotate and indicate in its computer files that the Subsequent Receivables have been transferred to the Trust pursuant to the Agreement and (ii) to deliver to the Trustee a computer file printed or microfiche list containing a true and complete list of all such Subsequent Receivables, identified by account number and by the Principal Balance of each Subsequent Receivable as of the related Subsequent Cutoff Date. (e) Additional Information. The Seller shall have delivered to the Trustee on behalf of the Trust such information as was reasonably requested by the Trustee on behalf of the Trust to satisfy itself as to (i) the accuracy of the representations and warranties set forth in Section 4 of this Agreement and Sections 7.01 and 17.01 of the Pooling and Servicing Agreement and (ii) the satisfaction of the conditions set forth in this Section. The Trustee shall not be required to investigate or otherwise verify satisfaction of the conditions listed above, but shall be entitled to conclusively rely upon Opinions of Counsel and Certificates of the Servicer confirming such fulfillment. Section 6. Ratification of Agreement. As supplemented by this Agreement, the Pooling and Servicing Agreement is in all respects ratified and confirmed and the Pooling and Servicing Agreement as so supplemented by this Agreement shall be read, taken and construed as one and the same instrument. B-8 107 Section 7. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California and the obligations, rights and remedies of the parties under this Agreement shall be determined in accordance with such laws; provided, however, the immunities, authority and standard of care of the Trustee shall be governed by the jurisdiction in which its principal office is located. B-9 108 IN WITNESS WHEREOF, the Trustee, Fleetwood Credit and the Seller have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written. FLEETWOOD CREDIT CORP. By: --------------------------------- Name: Title: FLEETWOOD CREDIT RECEIVABLES CORP. By: --------------------------------- Name: Title: --------------------, as Trustee By: --------------------------------- Name: Title: B-10 109 EXHIBIT C-1 TRUSTEE'S CERTIFICATE PURSUANT TO SECTION 20.02 OR 20.03 OF THE POOLING AND SERVICING AGREEMENT __________________, as trustee (the "Trustee") of the Fleetwood Credit 199__-__ Grantor Trust created pursuant to the Pooling and Servicing Agreement (the "Agreement") dated as of ________ 1, ____ among Fleetwood Credit Receivables Corp., as Seller, Fleetwood Credit Corp., as Servicer, and the Trustee, does hereby sell, transfer, assign and otherwise convey to the Seller, without recourse, representation or warranty, all of the Trustee's right, title and interest in and to all of the Receivables (as defined in the Agreement) identified in the attached Servicer's Certificate as "Repurchased Receivables," which are to be repurchased by the Seller pursuant to Section 12.02 or 21.02 of the Agreement and all security and documents relating thereto. IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of __________, 199__. ------------------------------- as Trustee By: ---------------------------- Name: Title: C-1-1 110 EXHIBIT C-2 TRUSTEE'S CERTIFICATE PURSUANT TO SECTION 20.02 OR 20.03 OF THE POOLING AND SERVICING AGREEMENT ___________________, as trustee (the "Trustee") of the Fleetwood Credit 199__-__ Grantor Trust created pursuant to the Pooling and Servicing Agreement (the "Agreement") dated as of ______ 1, 199__ among Fleetwood Credit Receivables Corp., as Seller, Fleetwood Credit Corp., as Servicer (the "Servicer"), and the Trustee, does hereby sell, transfer, assign and otherwise convey to the Servicer, without recourse, representation or warranty, all of the Trustee's right, title and interest in and to all of the Receivables (as defined in the Agreement) identified in the attached Servicer's Certificate as "Repurchased Receivables," which are to be repurchased by the Servicer pursuant to Section 13.07 or 21.02, and all security and documents relating thereto. IN WITNESS WHEREOF, I have hereunto set my hand this ____ day of __________, 199__. ------------------------------- as Trustee By: --------------------------- Name: Title: C-2-1 EX-5.1 8 OPINION OF FREDERIC L. LISKOW 1 EXHIBIT 5.1 March 31, 1998 Fleetwood Credit Receivables Corp. 22840 Savi Ranch Parkway Yorba Linda, California 92687 Re: Fleetwood Credit RV Receivables Trusts Ladies and Gentlemen: I am Vice President and Assistant General Counsel of Associates First Capital Corporation, a Delaware corporation and the parent company of Fleetwood Credit Corp., and in that capacity I have acted as counsel to Fleetwood Credit Receivables Corp., a California corporation (the "Company"), in connection with the preparation of the registration statement on Form S-3 (File No. 33-91848), including forms of prospectus supplements relating to the Grantor Trust and the Owner Trust (in each case as defined below) (the "Registration Statement") relating to the Securities (as defined below) and with the authorization and issuance from time to time in one or more series (each, a "Series") of up to $2,000,000,000 aggregate principal amount of (i) in the case of a grantor trust (each, a "Grantor Trust"), Asset Backed Certificates (the "Grantor Certificates") and (ii) in the case of an owner trust (each, an "Owner Trust"), Asset Backed Certificates (the "Owner Certificates") and Asset Backed Notes (the "Notes" and, together with the Owner Certificates, the "Owner Securities" and, together with the Grantor Certificates and the Owner Certificates, the "Securities"). The Registration Statement has been filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended. As set forth in the Registration Statement, (i) each Series of Grantor Certificates will be issued pursuant to a pooling and servicing agreement (each, a "Pooling and Servicing Agreement") among the Company as depositor (the "Depositor"), the entity named as trustee therein (the "Grantor Trustee") and a servicer named therein (the "Servicer"), which Pooling and Servicing Agreement will be identified in the prospectus supplement for such Series of Grantor Certificates, and (ii) each Series of Owner Securities will be issued pursuant to (A) in the case of Owner Certificates, a trust agreement (each, a "Trust Agreement") between the Company as seller (the "Seller") and the entity named as trustee therein (the "Owner Trustee"), and (B) in the case of Notes, an indenture (each, an "Indenture") between the Owner Trust and the entity named therein as trustee (the "Indenture Trustee"). As such counsel, I have examined originals, or copies identified to my satisfaction as being true copies of originals, of the following documents and have received the following advices: 2 Fleetwood Credit Receivables Corp. March 31, 1998 1. Articles of Incorporation of the Company, as now in effect; 2. Bylaws of the Company, as now in effect; 3. Advices of governmental authorities with respect to the corporate status of, and payment of taxes by, the Company in the State of California; 4. The Registration Statement; 5. Resolutions of the Board of Directors of the Company authorizing the filing of the Registration Statement; 6. The forms of (i) each Pooling and Servicing Agreement, Trust Agreement or Indenture, as the case may be, as filed or incorporated by reference as exhibits to the Registration Statement (ii) Grantor Certificates included in any Pooling and Servicing Agreement so filed or incorporated by reference in the Registration Statement and (iii) Owner Securities included in any Trust Agreement or Indenture, as the case may be, so filed or incorporated by reference in the Registration Statement. 7. Such other documents, records and statutes as I have deemed necessary for the purpose of this opinion. This opinion relates solely to California and federal law, and I do not purport to be an expert as to, nor do I express any opinions as to, the laws of any other jurisdiction. This opinion is subject to the qualification that I have not examined the securities but rather have examined specimens thereof. In addition, in rendering this opinion. I have assumed that any state securities laws applicable to the issuance of the securities have been complied with. Based upon such review, and in reliance thereon, and after consideration of such other legal questions as I have deemed necessary, it is my opinion that, subject to the qualifications and assumptions referred to above: (a) When any (i) Pooling and Servicing Agreement relating to a Series of Grantor Certificates has been duly and validly authorized by all necessary action on the part of the Depositor and has been duly executed and delivered by the Depositor, assuming the due authorization, execution and delivery by the other parties thereto, such Pooling and Servicing Agreement will constitute a legal, valid and binding agreement of the Depositor, enforceable against the Depositor in accordance with its terms, (ii) Trust Agreement relating to a Series of Owner Certificates has been duly and validly authorized 2 3 Fleetwood Credit Receivables Corp. March 31, 1998 by all necessary action on the part of the Seller and has been duly executed and delivered by the Seller, assuming the due authorization, execution and delivery by the other parties thereto, such Trust Agreement will constitute a legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, and (iii) Indenture relating to a Series of Notes has been duly and validly authorized by all necessary action on the part of the related Owner Trust and has been duly executed and delivered by Owner Trust, assuming the due authorization, execution and delivery by the other parties thereto, such Indenture will constitute a legal, valid and binding agreement of such Owner Trust, enforceable against such Owner Trust in accordance with its terms, in each case as except as enforcement thereof may be subject to or limited by bankruptcy, insolvency, reorganization, liquidation, moratorium, fraudulent conveyance or other similar laws relating to or affecting the enforcement of creditors' rights generally or by general equitable principles. (b) When a Series of (i) Grantor Certificates has been duly authorized by all necessary action on the part of the Depositor (subject to the terms thereof being otherwise in compliance with applicable law at such time), duly executed and authenticated by the Grantor Trustee for such Series in accordance with the terms of the related Pooling and Servicing Agreement and issued and delivered against payment therefor as described in the Registration Statement, such Grantor Certificates will be legally and validly issued, fully paid and nonassessable, and the holders thereof will be entitled to the benefits of the related Pooling and Servicing Agreement, (ii) Owner Certificates has been duly authorized by all necessary action on the part of the Seller (subject to the terms thereof being otherwise in compliance with applicable law at such time), duly executed and authenticated by the Owner Trustee for such Series in accordance with the terms of the related Trust Agreement and issued and delivered against payment therefor as described in the Registration Statement, such Owner Certificates will be legally and validly issued, fully paid and nonassessable, and the holders thereof will be entitled to the benefits of the related Trust Agreement, and (iii) Notes has been duly authorized by all necessary action on the part of the related Owner Trust (subject to the terms thereof being otherwise in compliance with applicable law at such time), duly executed and authenticated by the Indenture Trustee for such Series in accordance with the terms of the related Indenture and issued and delivered against payment therefor as described in the Registration Statement, such Notes will be legally and validly issued, fully paid and nonassessable and will be binding obligations of the related Owner Trust, and the holders thereof will be entitled to the benefits of the related Indenture. 3 4 Fleetwood Credit Receivables Corp. March 31, 1998 I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of my name in the Registration Statement under the caption "Legal Opinions." In giving this consent, I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission. Respectfully submitted, /s/ FREDERIC C. LISKOW Frederic C. Liskow 4 EX-8.1 9 OPINION OF ARTER & HADDEN LLP 1 EXHIBIT 8.1 ARTER & HADDEN LLP ATTORNEYS AT LAW founded 1843 Cleveland 1801 K Street, N.W./Suite 400K Irvine Columbus Washington, D.C. 20006-1301 Los Angeles Dallas 202/775-7100 telephone San Francisco 202/857-0172 facsimile March 31, 1998 Fleetwood Credit Receivables Corp. 22840 Savi Ranch Parkway Yorba Linda, California 92687 Re: Fleetwood Credit Receivables Corp. Fleetwood Credit RV Receivables Trusts Registration Statement on Form S-3, File No. 33-91848 Ladies and Gentlemen: We have acted as counsel to Fleetwood Credit Receivables Corp. in connection with the preparation and filing of Amendment No. 1 to the registration statement on Form S-3 (such registration statement, the "Registration Statement") being filed today with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), in respect of Fleetwood Credit RV Receivables Trusts Asset Backed Certificates (the "Certificates") and Asset Backed Notes (the "Notes") which you plan to offer in series. Our opinions formed the basis for the description of the federal income tax consequences appearing under the heading "Certain Federal Income Tax Consequences" of the applicable prospectus supplement contained in the Registration Statement. Assuming issuance of Owner Certificates of a series and assuming the federal income tax characterization of those Certificates as partnership interests at that time, we confirm that the description under "Certain Federal Income Tax Consequences" in the prospectus of the federal income tax consequences with respect to a series of Owner Certificates presents our opinion of the material tax issues relating to an investment in those Owner Certificates. Assuming issuance of Notes as indebtedness at that time, we confirm that the description under "Certain Federal Income Tax Consequences" in the prospectus of the federal income tax consequences with respect to a series of Notes presents our opinion of the material tax issues relating to an investment in those Notes. Assuming issuance of Grantor Certificates of a series and assuming the federal income tax characterization of those Grantor Certificates as grantor trust interests at that time, we confirm that the description under "Certain Federal Income Tax Consequences" in the prospectus of the federal income tax consequences with respect to a series of Grantor Certificates presents our opinion of the material tax issues relating to an investment in those Grantor Certificates. 2 [ARTER & HADDEN LLP LETTERHEAD] Fleetwood Credit Receivables Corp. March 31, 1998 Page 2 We hereby consent to the filing of this letter as Exhibit 8.1 to the Registration Statement and to the reference to this firm in the Registration Statement and related prospectus supplements under the heading "Certain Federal Income Tax Consequences." Very truly yours, /s/ Arter & Hadden LLP ARTER & HADDEN LLP EX-10.1 10 FORM OF RECEIVABLES PURCHASE AGREEMENT 1 EXHIBIT 10.1 ================================================================================ FLEETWOOD CREDIT CORP., as Seller, and FLEETWOOD CREDIT RECEIVABLES CORP., as Purchaser ________________________________________________________ RECEIVABLES PURCHASE AGREEMENT Dated as of _________ 1, 199 ________________________________________________________ ================================================================================ 2 TABLE OF CONTENTS Page ARTICLE ONE DEFINITIONS Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.02. Interpretive Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ARTICLE TWO CONVEYANCE OF RECEIVABLES Section 2.01. Conveyance of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 2.02. Representations and Warranties as to Fleetwood Credit . . . . . . . . . . . . . . . . . . . . . . 3 Section 2.03. Representations and Warranties as to the Receivables . . . . . . . . . . . . . . . . . . . . . . . 5 Section 2.04. Covenants of Fleetwood Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 ARTICLE THREE PAYMENT OF PURCHASE PRICE Section 3.01. Payment of Purchase Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 ARTICLE FOUR TERMINATION Section 4.01. Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 ARTICLE FIVE MISCELLANEOUS PROVISIONS Section 5.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 5.02. Protection of Right, Title and Interest to Receivables . . . . . . . . . . . . . . . . . . . . . . . 10 Section 5.03. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 5.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
(i) 3 Page Section 5.05. Severability of Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 5.06. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.07. Further Assurances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.08. No Waiver; Cumulative Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.09. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.10. Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.11. Merger and Integration . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.12. Table of Contents and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.13. Seller Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Section 5.14. Merger, Consolidation or Assumption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 Schedule A - Schedule of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
(ii) 4 This Receivables Purchase Agreement, dated as of __________ 1, 199 , is between Fleetwood Credit Corp., a California corporation, as seller, and Fleetwood Credit Receivables Corp., a California corporation, as purchaser. In consideration of the premises and mutual agreements herein contained, each party agrees as follows for the benefit of the other party and for the benefit of the Indenture Trustee: ARTICLE ONE DEFINITIONS Section 1.01. Definitions. Whenever used in this Agreement, the following words and phrases shall have the following meanings: "Agreement" means this Receivables Purchase Agreement, as amended, restated or supplemented from time to time. "Purchaser" means FCRC, in its capacity as purchaser of the Receivables under this Agreement and any successor thereto. "Repurchased Receivable" means a Receivable repurchased by Fleetwood Credit pursuant to Section 2.03(c). "Sale and Servicing Agreement" means the Sale and Servicing Agreement, dated as of _________ 1, 199 , among the Seller, the Servicer and the Issuer. Section 1.02. Interpretive Provisions. Capitalized terms that are used herein but not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement; Section, subsection and Schedule references contained in this Agreement are references to Sections, subsections and Schedules in or to this Agreement unless otherwise specified; and the word "including" means including without limitation. ARTICLE TWO CONVEYANCE OF RECEIVABLES Section 2.01. Conveyance of Receivables. (a) In the case of the Initial Receivables, on the Closing Date Fleetwood Credit does hereby sell, transfer, assign and otherwise convey to the Purchaser, without recourse (subject to Fleetwood Credit's obligations hereunder): 5 (i) all right, title and interest of Fleetwood Credit in and to the Initial Receivables listed in the Schedule of Receivables and all monies due thereon and paid thereon or in respect thereof (including proceeds of the repurchase of Initial Receivables by Fleetwood Credit pursuant to Section 2.03(c)) on or after the Initial Cutoff Date, exclusive of Accrued Interest as of the opening of business on the Initial Cutoff Date; (ii) the interest of Fleetwood Credit in the security interests in the related Financed Vehicles granted by the Obligors pursuant to the Initial Receivables; (iii) the interest of Fleetwood Credit in any Liquidation Proceeds, in any proceeds of any physical damage insurance policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to the Initial Receivables or the related Obligors; (iv) the interest of Fleetwood Credit in any proceeds from Dealer repurchase obligations relating to the Initial Receivables; and (v) all proceeds of the foregoing. (b) In the case of the Subsequent Receivables, on the related Subsequent Transfer Dates during the Funding Period, Fleetwood Credit will sell, transfer, assign and otherwise convey to the Purchaser, without recourse (subject to Fleetwood Credit's obligations hereunder): (i) all right, title and interest of Fleetwood Credit in and to the related Subsequent Receivables listed in the Schedule of Receivables attached to the related Transfer Agreement and all monies due thereon and paid thereon or in respect thereof (including proceeds of the repurchase of Subsequent Receivables by Fleetwood Credit pursuant to Section 2.03(c)) on or after the related Subsequent Cutoff Date, exclusive of Accrued Interest as of the opening of business on the Subsequent Cutoff Date; (ii) the interest of Fleetwood Credit in the security interests in the related Financed Vehicles granted by the Obligors pursuant to the related Subsequent Receivables; (iii) the interest of Fleetwood Credit in any Liquidation Proceeds, in any proceeds of any physical damage insurance policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to such Subsequent Receivables or the related Obligors; (iv) the interest of Fleetwood Credit in any proceeds from Dealer repurchase obligations relating to such Subsequent Receivables; and (v) all proceeds of the foregoing. 2 6 (c) In connection with the conveyances contemplated by subsections (a) and (b) above, on or prior to the Closing Date or the related Subsequent Transfer Date, as the case may be, Fleetwood Credit agrees to record and file, at its own expense, a financing statement with respect to the related Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9105 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is sufficient to perfect the sale and assignment of such Receivables to the Purchaser, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filing with the file stamped copy of such filing to be provided to the Purchaser in due course), as soon as is practicable after Fleetwood Credit's receipt thereof. In connection with such conveyances, Fleetwood Credit further agrees, at its own expense, on or prior to the Closing Date or the related Subsequent Transfer Date, as the case may be, (i) to annotate and indicate in its computer files that the related Receivables have been transferred to the Purchaser pursuant to this Agreement and (ii) to deliver to the Purchaser a computer file, or printed or microfiche list, containing a true and complete list of all of such Receivables, identified by account number and by the Principal Balance of each Receivable as of the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be. Such file or list shall be marked as Schedule A to this Agreement and is hereby incorporated into and made a part of this Agreement. The parties hereto intend that the conveyances hereunder and under each Transfer Agreement be sales. In the event that the conveyances hereunder and thereunder are not for any reason considered to be sales, the parties intend that Fleetwood Credit be deemed to have granted to the Purchaser a first priority perfected security interest in, to and under the related Receivables and the other property conveyed hereunder and all proceeds of any of the foregoing and that this Agreement and each Transfer Agreement constitute security agreements under applicable law. Section 2.02. Representations and Warranties as to Fleetwood Credit. Fleetwood Credit hereby represents and warrants as of the date of this Agreement, the Closing Date and each Subsequent Transfer Date (or as of such other date as specified below) that: (a) Organization and Good Standing. Fleetwood Credit is a California corporation duly organized, validly existing and in good standing under the laws of the State of California, and has power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right to acquire, own and sell the Receivables. (b) Due Qualification. As of the Closing Date and each Subsequent Transfer Date, Fleetwood Credit shall be duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including 3 7 the servicing of the Receivables as required by the Sale and Servicing Agreement) shall require such qualifications. (c) Power and Authority. Fleetwood Credit shall have the power and authority to execute and deliver this Agreement and each Transfer Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement and each Transfer Agreement shall have been duly authorized by Fleetwood Credit by all necessary corporate action. (d) Binding Obligation. This Agreement constitutes, and each Transfer Agreement will constitute, a legal, valid and binding obligation of Fleetwood Credit, enforceable against Fleetwood Credit in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a Proceeding in equity or at law. (e) No Violation. The consummation of the transactions contemplated by this Agreement and each Transfer Agreement and the fulfillment of the terms hereof and thereof shall not conflict with, result in a breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of Fleetwood Credit, or conflict with or breach any of the material terms or provisions of or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which Fleetwood Credit is a party or by which it may be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement or any Transfer Agreement); nor violate any law or, to the best of Fleetwood Credit's knowledge, any order, rule or regulation applicable to Fleetwood Credit of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over Fleetwood Credit or its properties. (f) No Proceedings. There are no Proceedings or investigations pending or, to the best knowledge of Fleetwood Credit, threatened against Fleetwood Credit before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality (i) asserting the invalidity of this Agreement or any Transfer Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by this Agreement or any Transfer Agreement or (iii) seeking any determination or ruling that, in the reasonable judgment of Fleetwood Credit, would materially and adversely affect the performance by Fleetwood Credit of its obligations under this Agreement or any Transfer Agreement. The representations and warranties set forth in this Section shall survive the transfer and assignment of the related Receivables to the Purchaser on the Closing Date or the related Subsequent Transfer Date, as the case may be, and the transfer and assignment of the related 4 8 Receivables by the Purchaser to the Trust. Upon discovery by Fleetwood Credit, the Purchaser or the Indenture Trustee of a breach of any of the foregoing representations and warranties, the party discovering such breach shall give prompt written notice to the others. Section 2.03. Representations and Warranties as to the Receivables. (a) Eligibility of Receivables. Fleetwood Credit hereby represents and warrants as of the Initial Cutoff Date with respect to the Initial Receivables and as of the related Subsequent Cutoff Date with respect to the Subsequent Receivables (or, in either case, as of such other date as specified below) that: (i) Characteristics of Receivables. Each Receivable (A) shall have been (1) originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer's business, (2) fully and properly executed by the parties thereto, (3) purchased by Fleetwood Credit from such Dealer under an agreement with Fleetwood Credit and (4) validly assigned by such Dealer to Fleetwood Credit in accordance with its terms, (B) shall have created or shall create a valid, subsisting and enforceable first priority perfected security interest in favor of Fleetwood Credit in the related Financed Vehicle, which security interest shall be assignable, and shall be so assigned, by the Purchaser to the Indenture Trustee, (C) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (D) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and shall provide for a finance charge or yield interest at its APR and (E) shall provide for, in the event that such Receivable is prepaid in full, payment of an amount that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount at least equal to its APR. (ii) Schedule of Receivables. The information set forth in the Schedule of Receivables, as supplemented by each Transfer Agreement, shall be true and correct in all material respects as of the opening of business on the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be, and no selection procedure adverse to the Purchaser shall have been utilized in selecting the Receivables from the receivables of Fleetwood Credit that met the selection criteria set forth in this Section. (iii) Compliance with Law. Each Receivable shall have complied at the time it was originated or made, and shall comply at the time of execution of this Agreement with respect to the Initial Receivables and at the time of execution of the related Transfer Agreement with respect to the related Subsequent Receivables, in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss 5 9 Warranty Act, Federal Reserve Board Regulations B and Z, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit, equal credit opportunity and disclosure laws. (iv) Binding Obligation. Each Receivable shall constitute the genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Government Obligor. None of the Receivables shall be due from the United States or any state or local government or from any agency, department or instrumentality of the United States or any state or local government. (vi) Security Interest in Financed Vehicle. Immediately prior to the sale, assignment and transfer thereof, each Receivable shall be secured by a validly perfected first security interest in the related Financed Vehicle in favor of Fleetwood Credit as secured party or all necessary and appropriate action with respect to such Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of Fleetwood Credit as secured party. (vii) Receivables in Force. No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released from the lien granted by the related Receivable in whole or in part. (viii) No Waiver. No provision of a Receivable shall have been waived in such a manner that such Receivable fails to meet all of the other representations and warranties made by Fleetwood Credit herein with respect thereto. (ix) No Amendments. No Receivable shall have been amended in such a manner that such Receivable fails to meet all of the other representations and warranties made by Fleetwood Credit herein with respect thereto. (x) No Defenses. No facts shall be known to Fleetwood Credit that would give rise to any right of rescission, setoff, counterclaim or defense, nor shall the same have been asserted or threatened, with respect to any Receivable. (xi) No Liens. To the knowledge of Fleetwood Credit, no Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Receivable. (xii) No Default. Except for payment defaults continuing for a period of not more than 30 days as of the Initial Cutoff Date or any Subsequent Cutoff Date, as the case 6 10 may be, no default, breach, violation or event permitting acceleration under the terms of any Receivable shall have occurred; no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable shall have arisen; and Fleetwood Credit shall not have waived any of the foregoing. (xiii) Insurance. Fleetwood Credit, in accordance with its customary servicing procedures, shall have determined that each Obligor has obtained physical damage insurance covering the related Financed Vehicle. (xiv) Good Title. It is the intention of Fleetwood Credit that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from Fleetwood Credit to the Purchaser and that the beneficial interest in and title to the Receivables not be part of the debtor's estate in the event of the filing of a bankruptcy petition by or against Fleetwood Credit under any bankruptcy law; no Receivable has been sold, transferred, assigned or pledged by Fleetwood Credit to any Person other than the Purchaser, and no provision of a Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, Fleetwood Credit had good and marketable title to each Receivable, free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Purchaser shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the UCC. (xv) Lawful Assignment. No Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable under this Agreement, any Transfer Agreement or pursuant to transfers of the Certificates shall be unlawful, void or voidable. (xvi) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Indenture Trustee a first perfected ownership interest in the Receivables shall have been made. (xvii) One Original. There shall be only one original executed copy of each Receivable. (xviii) Additional Representations and Warranties of Fleetwood Credit. (A) Each Receivable conveyed hereby shall have an original maturity of not less than ___ months nor greater than ____ months; (B) each Receivable shall have an APR equal to or greater than ____%, each Initial Receivable shall have an APR equal to or less than _____%, each Subsequent Receivable shall have an APR equal to or less than _____%, the weighted average APR of the Initial Receivables as of the Initial Cutoff Date shall not be less than _____% and the weighted average APR of the Receivables (including the Subsequent Receivables) as of each Subsequent Cutoff Date shall not be less than _____%; (C) each Receivable shall have no payment that is more than 30 days past due 7 11 as of the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be; (D) each Receivable File shall be kept at one of the locations listed in Schedule B to the Sale and Servicing Agreement; (E) based on the Principal Balances of the Receivables as of the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be, at least ___% of the Receivables (including the Subsequent Receivables) shall be secured by motor homes; (F) the weighted average remaining term of the Receivables (including the Subsequent Receivables) shall be less than or equal to ____ months; (G) in the case of any Obligor in the military service (including an Obligor who is a member of the National Guard or is in the reserves) whose Receivable is subject to either Relief Act, no such Obligor has made a claim to Fleetwood Credit that (1) the amount of interest on the related Receivable should be limited to ___% during the period of such Obligor's active duty status pursuant to the Soldiers' and Sailors' Relief Act or (2) payments on such Receivable should be delayed pursuant to the Military Reservist Relief Act, in either case unless a court has ruled otherwise upon application of Fleetwood Credit; and (H) based on the Principal Balances of the Receivables as of the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be, ___% and ___% of the Receivables (including the Subsequent Receivables) shall be secured by new and used vehicles, respectively. (b) Notice of Breach. The representations and warranties set forth in this Section shall speak as of the execution and delivery of this Agreement and each Transfer Agreement, but shall survive the sale, transfer and assignment of the Receivables to the Purchaser and any subsequent assignment or transfer pursuant to Article Two of the Sale and Servicing Agreement. The Purchaser, Fleetwood Credit or the Indenture Trustee, as the case may be, shall inform the other parties promptly, in writing, upon discovery of any breach of Fleetwood Credit's representations and warranties pursuant to this Section that materially and adversely affects any Receivable. (c) Repurchase of Receivables. In the event of a breach of (i) any representation and warranty set forth in Section 2.03(a) or (ii) any representation and warranty set forth in a Transfer Agreement, and in either case unless the breach shall have been cured by the second Record Date following the discovery (or, at Fleetwood Credit's option, the first Record Date following the discovery), Fleetwood Credit shall repurchase any Receivable materially and adversely affected by the breach, as of such Record Date. In consideration of the repurchase of any such Receivable, Fleetwood Credit shall remit the Repurchase Amount of such Receivable (less the amount of any Liquidation Proceeds with respect to such Receivable deposited, or to be deposited, by Fleetwood Credit, as Servicer, into the Collection Account pursuant to Section 5.03 of the Sale and Servicing Agreement) to the Purchaser. In the event that, as of the date of execution and delivery of this Agreement or any Transfer Agreement, as the case may be, any Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the Lien granted by the related Receivable (whether or not Fleetwood Credit has knowledge thereof), and such breach materially and adversely affects the interests of the Receivable, Fleetwood Credit shall repurchase such Receivable on the terms and in the manner specified above. Upon such repurchase, the Purchaser shall, without further action, be deemed to transfer, assign, set-over and otherwise 8 12 convey to Fleetwood Credit, without recourse, representation or warranty, all the right, title and interest of the Purchaser in, to and under such Repurchased Receivable, all monies due or to become due with respect thereto and all proceeds thereof. The Purchaser or the Indenture Trustee, as applicable, shall execute such documents and instruments of transfer or assignment and take such other actions as shall reasonably be requested by Fleetwood Credit to effect the conveyance of such Receivable pursuant to this Section. The sole remedy of the Purchaser with respect to a breach of Fleetwood Credit's representations and warranties pursuant to Section 2.03(a) or with respect to the existence of any such Liens shall be to require Fleetwood Credit to repurchase the related Receivables pursuant to this Section. Section 2.04. Covenants of Fleetwood Credit. Fleetwood Credit hereby covenants that: (a) Security Interests. Except for the conveyances hereunder or under any Transfer Agreement, Fleetwood Credit will not sell, pledge, assign or transfer to any other Person, or grant, create, incur, assume or suffer to exist any Lien on any Receivable, whether now existing or hereafter created, or any interest therein; Fleetwood Credit will immediately notify the Purchaser of the existence of any Lien on any Receivable and such Receivable shall be repurchased from the Purchaser by Fleetwood Credit in the manner and with the effect specified in Section 2.03(c), and Fleetwood Credit shall defend the right, title and interest of the Purchaser in, to and under the Receivables, whether now existing or hereafter created, against all Claims of third parties claiming through or under Fleetwood Credit; provided, however, that nothing in this subsection shall prevent or be deemed to prohibit Fleetwood Credit from suffering to exist upon any of the Receivables, Liens for municipal or other local Taxes if such Taxes shall not at the time be due and payable or if Fleetwood Credit shall currently be contesting the validity of such Taxes in good faith by appropriate Proceedings and shall have set aside on its books adequate reserves with respect thereto. (b) Delivery of Payments. From and after the appointment of a successor Servicer pursuant to Section 8.02 of the Sale and Servicing Agreement, Fleetwood Credit agrees to deliver in kind upon receipt to such successor Servicer all payments received by Fleetwood Credit in respect of the Receivables as soon as practicable after receipt thereof by Fleetwood Credit. (c) Conveyance of Receivables. Fleetwood Credit covenants and agrees that it will not convey, assign, exchange or otherwise transfer the Receivables to any Person prior to the termination of this Agreement pursuant to Article Four hereof. (d) No Impairment. Fleetwood Credit shall take no action, nor omit to take any action, that would impair the rights of the Purchaser in any Receivable, nor shall it, except as otherwise provided in this Agreement or the Sale and Servicing Agreement, reschedule, revise or defer payments due on any Receivable. 9 13 ARTICLE THREE PAYMENT OF PURCHASE PRICE Section 3.01. Payment of Purchase Price. In consideration of the sale by Fleetwood Credit to the Purchaser as provided in Section 2.01 of (a) the Initial Receivables, on the Closing Date the Purchaser agrees to pay Fleetwood Credit $______________, and (b) the Subsequent Receivables, on the related Subsequent Transfer Date, the Purchaser agrees to pay Fleetwood Credit an amount equal to the Aggregate Principal Balance of such Subsequent Receivables as of the related Subsequent Cutoff Date. ARTICLE FOUR TERMINATION Section 4.01. Termination. The respective obligations and responsibilities of Fleetwood Credit and the Purchaser created hereby shall terminate, except for Fleetwood Credit's indemnity obligations as provided herein, upon the termination of the Trust as provided in Section 9.01 of the Trust Agreement. ARTICLE FIVE MISCELLANEOUS PROVISIONS Section 5.01. Amendment. This Agreement may be amended from time to time by the Purchaser and Fleetwood Credit (i) to cure any ambiguity, to correct or supplement any provision herein that may be inconsistent with any other provision herein or to add any other provision with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement or the Sale and Servicing Agreement; provided, however, that such action shall not, as evidenced by an Opinion of Counsel of the Purchaser delivered to the Indenture Trustee, adversely affect in any material respect the interests of the Trust and (ii) with the consent of the Indenture Trustee, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement. Section 5.02. Protection of Right, Title and Interest to Receivables. (a) Fleetwood Credit at its expense shall cause this Agreement, all amendments hereto or all financing statements and continuation statements and any other necessary documents covering the Purchaser's right, title and interest in and to the Receivables and other property conveyed by Fleetwood Credit to the Purchaser hereunder to be promptly recorded, registered and filed, and at all times to be kept recorded, registered and filed, all in such manner and in such places as may be required by law fully to preserve and protect the right, title and interest of the Purchaser hereunder in and to all of the Receivables and such other property. 10 14 Fleetwood Credit shall deliver to the Purchaser file stamped copies of, or filing receipts for, any document recorded, registered or filed as provided above, as soon as available following such recording, registration or filing. The Purchaser and the Indenture Trustee shall cooperate fully with Fleetwood Credit in connection with the obligations set forth above and will execute any and all documents reasonably required to fulfill the intent of this paragraph. (b) Within 30 days after Fleetwood Credit makes any change in its name, identity or corporate structure that would make any financing statement or continuation statement filed in accordance with Section 5.02(a) seriously misleading within the meaning of Section 9402(7) of the UCC as in effect in the applicable State, Fleetwood Credit shall give the Purchaser notice of any such change and shall execute and file such financing statements or amendments as may be necessary to continue the perfection of the Purchaser's security interest in the Receivables and the proceeds thereof. (c) Fleetwood Credit will give the Purchaser prompt written notice of any relocation of any office from which Fleetwood Credit keeps records concerning the Receivables or of its principal executive office and whether, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing or continuation statement and shall execute and file such financing or continuation statements or amendments as may be necessary to continue the perfection of the interest of the Purchaser in the Receivables and the proceeds thereof. Section 5.03. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California, and the obligations, rights and remedies of the parties hereunder shall be determined in accordance with such laws. Section 5.04. Notices. All demands, notices and communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered at or mailed by registered mail, return receipt requested, to in the case of (i) the Purchaser, to Fleetwood Credit Receivables Corp., 22840 Savi Ranch Parkway, P.O. Box 87024, Yorba Linda, California 92687; (ii) Fleetwood Credit Corp., 22840 Savi Ranch Parkway, P.O. Box 87024, Yorba Linda, California 92687; (iii) the Indenture Trustee, to its Corporate Trust Office, which, as of the date of this Agreement, is at ____________; or (iv) with respect to any of the foregoing Persons, at such other address as shall be designated by such Person in a written notice to the other foregoing Persons. Section 5.05. Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement shall for any reason whatsoever be held invalid or unenforceable, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions and terms of this Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions and terms of this Agreement. Section 5.06. Assignment. This Agreement may not be assigned by the Purchaser or Fleetwood Credit except as contemplated by this Section and the Sale and Servicing Agreement; 11 15 provided, however, that simultaneously with the execution and delivery of this Agreement, the Purchaser shall assign all of its right, title and interest herein to the Indenture Trustee for the benefit of the Noteholders as provided in the Indenture, to which Fleetwood Credit hereby expressly consents. Fleetwood Credit agrees to perform its obligations hereunder for the benefit of the Trust and that the Indenture Trustee may enforce the provisions of this Agreement, exercise the rights of the Purchaser and enforce the obligations of Fleetwood Credit hereunder without the consent of the Purchaser. Section 5.07. Further Assurances. Fleetwood Credit and the Purchaser agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party hereto or by the Indenture Trustee more fully to effect the purposes of this Agreement, including, without limitation, the execution of any financing statements, amendments, continuation statements or releases relating to the Receivables for filing under the provisions of the UCC or other law of any applicable jurisdiction. Section 5.08. No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Purchaser, the Indenture Trustee or Fleetwood Credit, any right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided are cumulative and not exhaustive of any rights, remedies, powers and privileges provided by law. Section 5.09. Counterparts. This Agreement may be executed in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of which together shall constitute one and the same instrument. Section 5.10. Third Party Beneficiaries. This Agreement will inure to the benefit of and be binding upon the parties hereto, and the Indenture Trustee for the benefit of the Noteholders, which shall be considered a third party beneficiary hereof. Except as otherwise provided in this Agreement, no other Person will have any right or obligation hereunder. Section 5.11. Merger and Integration. Except as specifically stated otherwise herein, this Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein. Section 5.12. Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for purposes of reference only and shall not otherwise affect the meaning or interpretation of any provision hereof. Section 5.13. Seller Indemnification. Fleetwood Credit shall indemnify and hold harmless the Purchaser, the Trust and the Indenture Trustee from and against any loss, liability, expense, damage or injury suffered or sustained by reason of any acts, omissions or alleged acts 12 16 or omissions arising out of activities of Fleetwood Credit pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys' fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, Proceeding or Claim; provided, however, that Fleetwood Credit shall not indemnify the Purchaser, the Trust and the Indenture Trustee if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser or the Indenture Trustee. Section 5.14. Merger, Consolidation or Assumption. (a) Fleetwood Credit shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless: (i) the corporation formed by such consolidation or into which Fleetwood Credit is merged or the Person that acquires by conveyance or transfer the properties and assets of Fleetwood Credit substantially as an entirety shall be organized and existing under the laws of the United States or any State and, if Fleetwood Credit is not the surviving entity, shall expressly assume, by an agreement supplemental hereto, executed and delivered to the Purchaser and the Indenture Trustee, in form satisfactory to the Purchaser and the Indenture Trustee, the performance of every covenant and obligation of Fleetwood Credit hereunder and shall benefit from all the rights granted to Fleetwood Credit hereunder; and (ii) Fleetwood Credit shall have delivered to the Purchaser and the Indenture Trustee an Officer's Certificate of Fleetwood Credit and an Opinion of Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental agreement comply with this Section and that all conditions precedent herein provided for relating to such transaction have been complied with. (b) The obligations of Fleetwood Credit hereunder shall not be assignable nor shall any Person succeed to the obligations of Fleetwood Credit hereunder except in each case in accordance with the provisions of Section 5.06 and this Section. 13 17 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. FLEETWOOD CREDIT CORP., as Seller By: ---------------------------------- Name: Title: FLEETWOOD CREDIT RECEIVABLES CORP., as Purchaser By: ----------------------------------- Name: Title: ACCEPTED: - ----------------------------, as Indenture Trustee By: ------------------------ Name: Title: EX-10.2 11 FORM OF SALE & SERVICING AGREEMENT 1 EXHIBIT 10.2 ================================================================================ SALE AND SERVICING AGREEMENT among FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST, FLEETWOOD CREDIT RECEIVABLES CORP., as Seller, and FLEETWOOD CREDIT CORP. as Servicer Dated as of __________ 1, 199 ================================================================================ 2 TABLE OF CONTENTS
Page ARTICLE ONE DEFINITIONS Section 1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Section 1.02. Interpretive Provisions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20 Section 1.03. Calculations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21 ARTICLE TWO CONVEYANCE OF RECEIVABLES Section 2.01. Conveyance of Initial Receivables . . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 2.02. Conveyance of Subsequent Receivables . . . . . . . . . . . . . . . . . . . . . . . . 22 Section 2.03. Actions as to Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 ARTICLE THREE THE RECEIVABLES Section 3.01. Representations and Warranties of the Seller . . . . . . . . . . . . . . . . . . . . 26 Section 3.02. Repurchase Upon Breach . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 Section 3.03. Custody of Receivable Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 3.04. Duties of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 Section 3.05. Instructions; Authority to Act . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 3.06. Indemnification . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Section 3.07. Effective Period and Termination . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 3.08. No Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 ARTICLE FOUR SERVICER LETTER OF CREDIT Section 4.01. Servicer Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
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Page ---- ARTICLE FIVE ADMINISTRATION AND SERVICING OF RECEIVABLES Section 5.01. Duties of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 5.02. Collection of Receivable Payments . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 5.03. Realization upon Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35 Section 5.04. Maintenance of Security Interests in Financed Vehicles . . . . . . . . . . . . . . . 35 Section 5.05. Covenants, Representations and Warranties of Servicer . . . . . . . . . . . . . . . 36 Section 5.06. Purchase of Receivables upon Breach . . . . . . . . . . . . . . . . . . . . . . . . 37 Section 5.07. Servicing Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 5.08. Servicer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 5.09. Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . 38 Section 5.10. Annual Independent Certified Public Accountants' Report . . . . . . . . . . . . . . 39 Section 5.11. Access to Certain Documentation and Information . . . . . . . . . . . . . . . . . . 39 Section 5.12. Access to Certain Documentation and Information . . . . . . . . . . . . . . . . . . 39 ARTICLE SIX DISTRIBUTIONS; YIELD SUPPLEMENT ACCOUNT; STATEMENTS TO SECURITYHOLDERS Section 6.01. Establishment of Trust Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . 41 Section 6.02. Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 Section 6.03. Application of Collections . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Section 6.04. Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 Section 6.05. Non-Reimbursable Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 6.06. Additional Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 6.07. Distributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 Section 6.08. Yield Supplement Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45 Section 6.09. Reserve Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46 Section 6.10. Pre-Funding Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48 Section 6.11. Net Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 Section 6.12. Statements to Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 49 ARTICLE SEVEN THE SELLER Section 7.01. Corporate Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51 Section 7.02. Liability of Seller; Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . . 51
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Page ---- Section 7.03. Merger or Consolidation of Seller . . . . . . . . . . . . . . . . . . . . . . . . . 52 Section 7.04. Limitation on Liability of Seller and Others . . . . . . . . . . . . . . . . . . . . 53 Section 7.05. Seller Not to Resign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54 ARTICLE EIGHT THE SERVICER Section 8.01. Liability of Servicer; Indemnities . . . . . . . . . . . . . . . . . . . . . . . . . 55 Section 8.02. Corporate Existence; Status as Servicer; Merger . . . . . . . . . . . . . . . . . . 56 Section 8.03. Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Section 8.04. Servicer Not to Resign; Assignment . . . . . . . . . . . . . . . . . . . . . . . . . 56 Section 8.05. Limitation on Liability of Servicer and Others . . . . . . . . . . . . . . . . . . . 57 ARTICLE NINE DEFAULT Section 9.01. Servicer Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 Section 9.02. Indenture Trustee to Act; Appointment of Successor . . . . . . . . . . . . . . . . . 59 Section 9.03. Repayment of Advances . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Section 9.04. Notices to Securityholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 Section 9.05. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 ARTICLE TEN TERMINATION Section 10.01. Optional Purchase of All Receivables . . . . . . . . . . . . . . . . . . . . . . . . 61 Section 10.02. Sale of All Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61 ARTICLE ELEVEN MISCELLANEOUS Section 11.01. Amendment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63 Section 11.02. Protection of Title to Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64 Section 11.03. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65 Section 11.04. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
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Page ---- Section 11.05. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Section 11.06. Assignment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Section 11.07. Third Party Beneficiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Section 11.08. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Section 11.09. Table of Contents and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Section 11.10. Assignment by Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 Section 11.11. Limitation of Liability of Owner Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66 SCHEDULES Schedule A - Schedule of Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SA-1 Schedule B - Location of Receivable Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SB-1 EXHIBITS Exhibit A - Form of Servicer Letter of Credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1 Exhibit B - Form of Transfer Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . B-1 Exhibit C - Auction Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . C-1 Exhibit D - Form of Addition Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . D-1
iv 6 THIS SALE AND SERVICING AGREEMENT, dated as of _______ 1, 199 , is among the Fleetwood Credit RV Receivables 199 - Owner Trust (the "Trust"), as issuer (the "Issuer"), Fleetwood Credit Receivables Corp., a California corporation, as seller (the "Seller"), and Fleetwood Credit Corp., a California corporation, as servicer (the "Servicer"). WITNESSETH: In consideration of the premises and of the mutual agreements herein contained, the parties hereto agree as follows: ARTICLE ONE DEFINITIONS Section 1.01. Definitions. Whenever used herein, unless the context otherwise requires, the following words and phrases shall have the following meanings: "Accelerated Principal Distribution Amount" means, with respect to any Distribution Date, an amount equal to equal to the portion, if any, of Available Funds remaining after payment of (i) the Servicer Payment, (ii) the Note Interest Distributable Amount, (iii) the portion of the Monthly Principal Payment allocated to the Noteholders, (iv) the Certificate Interest Distributable Amount and (v) the portion of the Monthly Principal Payment allocated to the Certificateholders. "Accrued Interest" on a Receivable, as of any Distribution Date, means the amount of interest, if any, accrued on the Principal Balance of such Receivable at the related APR since the most recent date upon which a payment was made by or on behalf of the related Obligor in respect of such Receivable through the end of the Collection Period immediately preceding the Collection Period in which such Distribution Date occurs. "Advance" has the meaning set forth in Section 6.04. "Advisor" has the meaning set forth in Section 10.02(c). "Affiliate" of any specified Person means any other Person controlling or controlled by or under common control with such specified Person. For the purposes of this definition, "control" when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms "controlling" or "controlled" have meanings correlative to the foregoing. "Aggregate Principal Balance" means, with respect to any Distribution Date, the aggregate of the Principal Balances of all Receivables as of the end of the Collection Period immediately preceding such Distribution Date. 7 "APR" means, with respect to a Receivable, means the annual rate of interest stated in such Receivable. "Assignments" means, collectively, the original instrument of assignment of a Receivable and all other documents securing such Receivable made by the Seller to the Owner Trustee (or in the case of any Receivable acquired by the Seller from another Person, from such other Person to the Seller and from the Seller to the Owner Trustee), in a form sufficient under the laws of the jurisdiction under which the security interest in the related Financed Vehicle arises to permit the assignee to exercise all rights granted by the Obligor under such Receivable and such other documents and all rights available under applicable law to the Obligee under such Receivable and such other documents and that may be (i) to the extent permitted by the laws of such jurisdiction, a blanket instrument of assignment covering other Receivables as well and (ii) to the extent permitted by the laws of the jurisdiction governing such Receivable, an instrument of assignment running directly from the Seller to the Owner Trustee. "Auction" has the meaning set forth in Section 10.02. "Auction Procedures" has the meaning set forth in Section 10.02. "Auction Property" has the meaning set forth in Section 10.02. "Authorized Officer" has the meaning set forth in the Indenture. "Available Amount" means the sum of (i) Available Funds and (ii) amounts on deposit in the Reserve Fund, after giving effect to the withdrawals therefrom pursuant to Section 6.07(a). "Available Funds" means, with respect to any Distribution Date, the sum of (i) Investment Earnings received by the Indenture Trustee with respect to the Pre-Funded Amount on deposit in the Pre-Funding Account (which earnings are withdrawn from the Pre-Funding Account and deposited into the Collection Account pursuant to Section 6.07(a)(i)); (ii) the Negative Carry Amount, if any, for such Collection Period (which amount is withdrawn from the Reserve Fund and deposited into the Collection Account pursuant to Section 6.07(a)(ii)); (iii) all cash received by the Servicer in respect of the Receivables during the related Collection Period (including Non-Reimbursable Payments and Advances but other than (a) late payment and extension fees and administrative charges, if any, and (b) recoveries by the Servicer of amounts on the Receivables that were repurchased by the Seller or purchased by the Servicer prior to the related Collection Period); (iv) the Repurchase Amounts of all Receivables purchased or to be purchased in respect of the related Collection Period; and (v) the Yield Supplement Deposit Amount for the related Collection Period. "Basic Documents" has the meaning set forth in the Indenture. "Business Day" means any day that is not a Saturday, Sunday or other day on which banking institutions in the States of California, Delaware or New York are authorized or obligated by law, executive order or government decree to remain closed. 2 8 "Certificate Balance" means, (i) on the Closing Date, the Original Certificate Balance, and (ii) as of any subsequent date, the Original Certificate Balance, reduced by (a) all distributions actually made on or prior to the related Distribution Date to Certificateholders allocable to principal and (b) Realized Losses allocable to the Certificates. "Certificate Distributable Amount" means, with respect to any Distribution Date, the sum of the Certificate Principal Distributable Amount and the Certificate Interest Distributable Amount. "Certificate Distribution Account" has the meaning set forth in Section 6.01(a). "Certificate Final Scheduled Distribution Date" means the ________ ___, ____ Distribution Date. "Certificate Interest Carryover Shortfall" means, with respect to any Distribution Date, the excess of the Certificate Monthly Interest Distributable Amount for the immediately preceding Distribution Date and any outstanding Certificate Interest Carryover Shortfall on such preceding Distribution Date, over the amount in respect of interest on the Certificates deposited into the Certificate Distribution Account on such preceding Distribution Date, plus interest on such excess, to the extent permitted by law, at the Pass-Through Rate for the related Interest Period. "Certificate Interest Distributable Amount" means, with respect to any Distribution Date, the sum of the Certificate Monthly Interest Distributable Amount and the Certificate Interest Carryover Shortfall. "Certificate Monthly Interest Distributable Amount" means, with respect to any Distribution Date, 30 days' interest at the Pass-Through Rate on the Certificate Balance as of the first day of the immediately preceding Collection Period (after giving effect to all distributions of principal to be made on the Distribution Date occurring in such immediately preceding Collection Period) or, in the case of the first Distribution Date, the Original Certificate Balance. "Certificate Monthly Principal Distributable Amount" means, with respect to any Distribution Date, the Certificate Percentage of the Monthly Principal Payment. "Certificate Owner" has the meaning set forth in the Trust Agreement. "Certificate Percentage" means (i) for each Distribution Date to and including the later to occur of (a) the Distribution Date on which the principal amount of the Class A-1 Notes is reduced to zero and (b) the __________, 199__ Distribution Date, zero, and (ii) for each Distribution Date thereafter to and including the Distribution Date on which the Certificate Balance is reduced to zero, the percentage equivalent of a fraction, the numerator of which is the Certificate Balance on the Distribution Date immediately preceding the Distribution Date for which the Certificate Percentage is being calculated (after giving effect to all distributions made on such preceding Distribution Date) and the denominator of which is the Pool Balance on the 3 9 last day of the second Collection Period preceding the Collection Period in which the Distribution Date for which the Certificate Percentage is being calculated occurs; provided, however, that on each Distribution Date following the occurrence of a Rating Event, until the principal amount of all Outstanding Notes is paid in full or such rating is restored, the Certificate Percentage shall mean zero. "Certificate Pool Factor" means, as of any Distribution Date, a seven-digit decimal computed by the Servicer prior to each distribution with respect to the Certificates indicating the remaining Certificate Balance, as of such Distribution Date (after giving effect to distributions to be made on such Distribution Date), as a fraction of the Original Certificate Balance. "Certificate Principal Carryover Shortfall" means, with respect to any Distribution Date, the excess of the Certificate Monthly Principal Distributable Amount for the immediately preceding Distribution Date and any outstanding Certificate Principal Carryover Shortfall on such preceding Distribution Date, over the amount in respect of principal deposited in the Certificate Distribution Account on such preceding Distribution Date. "Certificate Principal Distributable Amount" means, with respect to any Distribution Date, the sum of the Certificate Monthly Principal Distributable Amount and the Certificate Principal Carryover Shortfall as of the close of the immediately preceding Distribution Date; provided, however, that the Certificate Principal Distributable Amount shall not exceed the Certificate Balance. In addition, on the Certificate Final Scheduled Distribution Date, the principal required to be deposited into the Certificate Distribution Account shall include the amount of any principal due and remaining unpaid on each Receivable as of the Certificate Final Scheduled Distribution Date so as to reduce the Certificate Balance to zero, and remaining after any required distribution to the Note Distribution Account. "Certificate Register" has the meaning set forth in the Trust Agreement. "Certificateholder" has the meaning set forth in the Trust Agreement. "Claims" means all liabilities, claims and expenses (including reasonable legal and other professional fees and expenses). "Class" means all Notes the form of which is identical except for variation in denomination, principal amount, owner or designation of class. "Class A-1 Final Scheduled Distribution Date" means the _______ 15, 199__ Distribution Date. "Class A-1 Rate" means ____% per annum, computed on the basis of a 360-day year and the actual number of days elapsed since the immediately preceding Distribution Date. "Class A-2 Final Scheduled Distribution Date" means the ___________ 15, ____ Distribution Date. 4 10 "Class A-2 Rate" initially means ____% per annum, computed on the basis of a 360-day year consisting of twelve 30-day months and, in respect of any Interest Period shall mean a percentage equal to the lesser of (i) the sum of (a) LIBOR for such Interest Period and (b) ____% and (ii) ____%. "Class A-3 Final Scheduled Distribution Date" means the ________, ____ Distribution Date. "Class A-3 Rate" means _____% per annum. "Closing Date" means ____________, 199__. "Collected Interest" means, with respect to a Collection Period, the sum of (i) the portion of all payments received by the Servicer on or in respect of the Receivables during such Collection Period allocable to interest and (ii) the amounts described in clauses (i), (ii) and (v) of the definition of "Available Funds". "Collected Principal" means, with respect to each Collection Period, the portion of all Available Funds received by the Servicer on or in respect of the Receivables during such Collection Period allocable to principal. "Collection Account" has the meaning set forth in Section 6.01(a). "Collection Period" means, with respect to any Distribution Date, the period commencing on the first day of the month immediately preceding the month in which such Distribution Date occurs (or, in the case of the first Distribution Date, from ________ 1, 199__) and ending the last day of such immediately preceding month. "Corporate Trust Office" means the principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement is located at _______________, Attention: ____________; or at such other address as the Indenture Trustee may designate from time to time by notice to the Securityholders, the Servicer, the Seller and the Letter of Credit Bank, if any. "Dealer" means the dealer that sold a Financed Vehicle and that originated and assigned the related Receivable to Fleetwood Credit under an agreement with Fleetwood Credit. "Defaulted Receivable" means a Receivable (other than a Repurchased Receivable) as to which (i) all or any part of a scheduled payment is 180 days delinquent or (ii) the Servicer has determined, in accordance with its customary servicing procedures, that eventual payment in full is unlikely and has repossessed and liquidated the related Financed Vehicle within such 180 day period. "Definitive Certificates" has the meaning set forth in the Trust Agreement. 5 11 "Definitive Notes" has the meaning set forth in the Indenture. "Definitive Securities" means Definitive Notes or Definitive Certificates, as the context may require. "Delivery" means, when used with respect to Trust Account Property: (i) with respect to Physical Property, (A) the Indenture Trustee or the Owner Trustee, as the case may be, or its Financial Intermediary acquires possession of the Physical Property, and evidence that any such Physical Property that is in registrable form has been registered in the name of the Owner Trustee, its Financial Intermediary, its custodian or its nominee; (B) the Financial Intermediary, not a clearing corporation, sends the Indenture Trustee or the Owner Trustee, as the case may be, confirmation of the transfer and also by book entry or otherwise identifies as belonging to the Indenture Trustee or the Owner Trustee, as the case may be, the Physical Property in the Financial Intermediaries possession; or (C) with respect to a clearing corporation, appropriate entries to the account of the Indenture Trustee or the Owner Trustee, as the case may be, or a Person designated by him or her and, if certificated, it is both, in the custody of the clearing corporation or another clearing corporation, a custodian bank or a nominee of any of them and, in bearer form or endorsed in blank by the appropriate Person or registered in the name of the clearing corporation, custodian bank, or a nominee of any of them; (ii) with respect to any Trust Account Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations, the following procedures, all in accordance with applicable law, including applicable federal regulations and Articles 8 and 9 of the UCC: (A) book-entry registration of such property to an appropriate book-entry account maintained with a Federal Reserve Bank by the Indenture Trustee or the Owner Trustee, as the case may be, of a deposit advice or other written confirmation of such book-entry registration, (B) the making by any such custodian of entries in its books and records identifying such book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations as belonging to the Indenture Trustee or the Owner Trustee, as the case may be, and indicating that such custodian holds such Trust Account Property solely as agent for the Indenture Trustee or the Owner Trustee, as the case may be, and the making by the Indenture Trustee or the Owner Trustee, as the case may be, of entries in its books and records establishing that it holds such Trust Account Property solely as trustee pursuant to Section 6.01, and (C) such additional or alternative procedures as may hereafter become necessary to effect complete transfer of ownership of any such Trust Account Property to the Indenture Trustee or the Owner Trustee, as the case may be, consistent with changes in applicable law or regulations or the interpretation thereof; and (iii) with respect to any Trust Account Property that is an uncertificated security under Article 8 of the UCC and that is not governed by clause (ii) above, registration of the transfer to, and ownership of such Trust Account Property by, the 6 12 Indenture Trustee or the Owner Trustee, as the case may be, its custodian or its nominee by the issuer of such Trust Account Property. "Deposit Date" means the Business Day immediately preceding each Distribution Date. "Determination Date" means the eighth calendar day of each month or, if such day is not a Business Day, the immediately succeeding Business Day. "Distribution Date" means the fifteenth day of each calendar month, or, if such day is not a Business Day, the next succeeding Business Day, commencing ________ __, 199_. "Event of Default" has the meaning set forth in the Indenture. "Excess Amounts" means, with respect to a Distribution Date, all collections on or in respect of the Receivables during the related Collection Period on deposit in the Collection Account and the Distribution Accounts, after payment of the Servicer Payment and distributions of interest and principal in respect of the Securities on such Distribution Date. "FCRC" means Fleetwood Credit Receivables Corp., a California corporation, and its successors. "FHLMC" means the Federal Home Loan Mortgage Corporation, and its successors. "Final Funding Period Distribution Date" means the Distribution Date on which the Securities are to be partially prepaid pursuant to Section 6.10(b), 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. "Financed Vehicle" means, as to any Receivable, a new or used recreational vehicle, together with all accessions thereto, securing the related Obligor's indebtedness under such Receivable. "Financial Intermediary" means a bank, broker, clearing corporation or the Person (or the nominee of any of them) that in the ordinary course of its business maintains security accounts for its customers and is acting in such capacity. "Fiscal Quarter" means each of the following three-month periods: (i) January, February and March; (ii) April, May and June; (iii) July, August and September; and (iv) October, November and December. "Fleetwood Credit" means Fleetwood Credit Corp., a California corporation, and its successors. "FNMA" means the Federal National Mortgage Association, and its successors. 7 13 "Funding Period" means the period from the Closing Date until the earliest to occur of (i) the date on which the remaining Pre-Funded Amount is less than $100,000.00, (ii) the date on which an Event of Default or Servicer Default occurs or (iii) the close of business on the ________, 199__ Distribution Date. "Holder" means a Noteholder or a Certificateholder, as the context may require. "Indenture" means the Indenture, dated as of ___________ 1, 199 , between the Issuer and the Indenture Trustee. "Indenture Trustee" means ____________, as trustee under the Indenture, and its successors, and any successor trustee under the Indenture. "Independent Director" means a director of the Seller who is not (i) a director, officer or employee of any Affiliate of the Seller; (ii) an individual related to any officer or director of any Affiliate of the Seller; (iii) a holder (directly or indirectly) of more than 10% of any voting securities of any Affiliate of the Seller; or (iv) an individual related to a holder (directly or indirectly) of more than 10% of any voting securities of any Affiliate of the Seller. "Initial Cutoff Date" means _________ __, 199 . "Initial Receivable" means the Receivables initially transferred by the Seller to the Trust on the Closing Date, which Receivables are listed on the Schedule of Receivables. "Initial Servicer Letter of Credit Amount" shall have the meaning specified in the Servicer Letter of Credit, if any. "Insolvency Event" means (i) the entry of a decree or order by a court, agency or supervisory authority having jurisdiction in the premises for the appointment of a trustee in bankruptcy, conservator, receiver or liquidator for the Servicer (or, so long as the Servicer is Fleetwood Credit, the Seller) in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar Proceedings, or for the winding up or liquidation of their respective affairs, and the continuance of any such decree or order unstayed and in effect for a period of 60 consecutive days; or (ii) the consent by the Servicer (or, so long as the Servicer is Fleetwood Credit, the Seller) to the appointment of a trustee in bankruptcy, conservator or receiver or liquidator in any bankruptcy, insolvency, readjustment of debt, marshalling of assets and liabilities or similar Proceedings of or relating to the Servicer (or, so long as the Servicer is Fleetwood Credit, the Seller) of or relating to substantially all of its property; or admission by the Servicer (or, so long as the Servicer is Fleetwood Credit, the Seller) in writing of its inability to pay its debts generally as they become due, filing of a petition to take advantage of any applicable insolvency or reorganization statute, assignment for the benefit of creditors or voluntary suspension of payment of its obligations. 8 14 "Insurance Policy" means the policy or policies of physical damage, credit life or disability insurance, if any, covering individual Financed Vehicles or Obligors, as the case may be. "Insurance Proceeds" means proceeds paid pursuant to any Insurance Policy and amounts (exclusive of rebated premiums) paid by any insurer under any other insurance policy relating to a Financed Vehicle, a Receivable or an Obligor. "Interest Period" means, with respect to any Distribution Date and any Class of Notes, the period from and including the immediately preceding Distribution Date on which interest has been paid (or, in the case of the first Distribution Date, from and including the Closing Date) to but excluding such Distribution Date. "Interest Rate" means the Class A-1 Rate, the Class A-2 Rate or the Class A-3 Rate, as the context may require. "Investment Earnings" means, with respect to any Trust Account, the investment earnings (net of investment losses) on funds on deposit in such Trust Account. "Issuer" has the meaning set forth in the Preamble. "Liability" means any liability or expense, including any indemnification obligation. "Letter of Credit Bank" means any Person that has provided a Servicer Letter of Credit in accordance with Section 4.01. "Lien" means a security interest, lien, charge, pledge, equity or encumbrance of any kind. "Liquidation Expenses" means reasonable out-of-pocket expenses (not to exceed Liquidation Proceeds), other than any overhead expenses, incurred by the Servicer in connection with the realization of the full amounts due under any Receivable (including the attempted liquidation of a Receivable that is brought current and is no longer in default during such attempted liquidation) and the sale of any property acquired in respect thereof that are not recoverable under any Insurance Policy. "Liquidation Proceeds" means amounts received by the Servicer (before reimbursement for Liquidation Expenses) in connection with the realization of the amounts due and to become due under any Defaulted Receivable and the sale of any property acquired in respect thereof. "Loss" means any loss, liability, claim, damage or reasonable expense, including reasonable fees and expenses of counsel and reasonable expenses of litigation. "Mandatory Redemption" has the meaning set forth in the Indenture. "Mandatory Prepayment" has the meaning set forth in the Trust Agreement. 9 15 "Monthly Principal Payment" means, with respect to any Distribution Date, (i) the Pool Balance as of the last day of the second Collection Period preceding the Collection Period in which such Distribution Date occurs (or, with respect to the first Distribution Date, the Original Pool Balance) less (ii) the Pool Balance as of the last day of the Collection Period relating to such Distribution Date. "Moody's" means Moody's Investors Service, Inc., and its successors. "Negative Carry Amount" means, with respect to a Collection Period, an amount equal to the difference between (i) 30 days' interest on the Pre-Funded Amount on deposit in the Pre-Funding Account as of the first day of such Collection Period at a rate equal to the weighted average of the Interest Rates and the Pass-Through Rate and (ii) the amount described in clause (i) of the definition of "Available Funds". "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 Interest Rates and the Pass-Through Rate (weighted by Original Note Balance and Original Certificate Balance) less (ii) ____% of the Pre-Funded Amount on deposit in the Pre-Funding Account as of the Closing Date. "Non-Reimbursable Payment" has the meaning set forth in Section 6.05. "Note Distributable Amount" means, with respect to any Distribution Date, the sum of the Note Principal Distributable Amount and the Note Interest Distributable Amount. "Note Distribution Account" has the meaning set forth in Section 6.01(a). "Note Interest Carryover Shortfall" means, with respect to any Distribution Date, the excess of the Note Monthly Interest Distributable Amount for the immediately preceding Distribution Date and any outstanding Note Interest Carryover Shortfall on such preceding Distribution Date, over the amount in respect of interest that is actually deposited in the Note Distribution Account on such preceding Distribution Date, plus, to the extent permitted by applicable law, interest on the amount of interest due but not paid to Noteholders on the preceding Distribution Date at the related Interest Rate for each Class of Notes for the related Interest Period. "Note Interest Distributable Amount" means, with respect to any Distribution Date, the sum of the Note Monthly Interest Distributable Amount for such Distribution Date and the Note Interest Carryover Shortfall for such Distribution Date. "Note Monthly Interest Distributable Amount" means, with respect to any Distribution Date, interest accrued for the related Interest Period on each Class of Notes at the related Interest Rate for such Class on the Outstanding Amount of such Class on the immediately preceding Distribution Date (or, in the case of the first Distribution Date, on the Closing Date), after giving 10 16 effect to all payments of principal to the Noteholders of such Class on or prior to such Distribution Date. "Note Monthly Principal Distributable Amount" means, with respect to any Distribution Date, the Note Percentage of the Monthly Principal Payment. "Note Owner" has the meaning set forth in the Indenture. "Note Percentage" means, (i) for each Distribution Date to and including the later to occur of (a) the Distribution Date on which the principal amount of the Class A-1 Notes is reduced to zero and (b) the ________ 199__ Distribution Date, 100%, (ii) for each Distribution Date thereafter to and including the Distribution Date on which the principal amount of the Class A-3 Notes is reduced to zero, the percentage equivalent of a fraction, the numerator of which is the Outstanding Amount on the Distribution Date immediately preceding the Distribution Date for which the Note Percentage is being calculated (after giving effect to all distributions made on such immediately preceding Distribution Date) and the denominator of which is the Pool Balance on the last day of the second Collection Period preceding the Collection Period in which the Distribution Date for which the Note Percentage is being calculated occurs; provided, however, that on each Distribution Date following the occurrence of a Rating Event, until the principal amount of the Notes is paid in full or such rating is restored, the Note Percentage shall mean 100%, and (iii) for each Distribution Date thereafter, zero. "Note Pool Factor" means, for each Class of Notes, a seven-digit decimal computed by the Servicer prior to each distribution with respect to such Notes indicating the Outstanding Amount of such Class of Notes, as of the related Distribution Date (after giving effect to payments to be made on such Distribution Date), as a fraction of the Original Note Balance of such Class of Notes. "Note Principal Carryover Shortfall" means, with respect to any Distribution Date, the excess of the Note Monthly Principal Distributable Amount for the immediately preceding Distribution Date and any outstanding Note Principal Carryover Shortfall on such preceding Distribution Date over the amount in respect of principal that is actually deposited in the Note Distribution Account on such preceding Distribution Date. "Note Principal Distributable Amount" means, with respect to any Distribution Date, the sum of the Note Monthly Principal Distributable Amount and the Accelerated Principal Distributable Amount, if any, for such Distribution Date and the Note Principal Carryover Shortfall as of the close of the preceding Distribution Date; provided, however, that the Note Principal Distributable Amount with respect to a Class of Notes shall not exceed the Outstanding Amount of such Class; and provided, further, that the Note Principal Distributable Amount on the Class A-1 Final Scheduled Distribution Date shall not be less than the amount necessary (after giving effect to other amounts to be deposited in the Note Distribution Account on such Distribution Date and allocable to principal) to reduce the Class A-1 Note Balance to zero; and on the Class A-2 Final Scheduled Distribution Date, the Note Principal Distributable Amount shall not be less than the amount necessary (after giving effect to other amounts to be deposited 11 17 in the Note Distribution Account on such Distribution Date and allocable to principal) to reduce the Class A-2 Note Balance to zero. On the Class A-3 Final Scheduled Distribution Date, the principal required to be deposited in the Note Distribution Account will include the amount of any principal due and remaining unpaid on each Receivable in the Trust as of the Class A-3 Final Scheduled Distribution Date so as to reduce the Class A-3 Note Balance to zero. "Note Register" has the meaning set forth in the Indenture. "Noteholder" has the meaning set forth in the Indenture. "Obligee" means the Person to whom an Obligor is indebted under a Receivable. "Obligor" means, with respect to a Receivable, the retail purchaser or co-purchasers of the related Financed Vehicle and any other Person that owes payments under such Receivable. "Offered Securities" has the meaning set forth in Section 7.03(c)(ii). "Officer's Certificate" means a certificate signed by the Chairman, the President or a Vice President, and by the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller, the Secretary or an Assistant Secretary of any Person delivering such certificate and delivered to the Person to whom such certificate is required to be delivered. In the case of an Officer's Certificate of the Servicer, at least one of the signing officers must be a Servicing Officer. Unless otherwise specified, any reference herein to an Officer's Certificate shall be to an Officer's Certificate of the Servicer. "Opinion of Counsel" means a written opinion of counsel (who may be counsel to the Seller or the Servicer) acceptable to the Indenture Trustee or the Owner Trustee, as the case may be. "Original Certificate Balance" means $____________. "Original Class A-1 Note Balance" means $____________. "Original Class A-2 Note Balance" means $____________. "Original Class A-3 Note Balance" means $____________. "Original Note Balance" means the Original Class A-1 Note Balance, the Original Class A-2 Note Balance or the Original Class A-3 Note Balance, as the context may require. "Original Pool Balance" means $_____________. "Outstanding" means, with respect to the Securities, as of the date of determination, all Notes of one Class or of all Classes, all Certificates or all Securities, as the case may be, theretofore authenticated and delivered except: 12 18 (i) Securities theretofore cancelled by the related Registrar or delivered to the applicable Registrar for cancellation; (ii) Securities or portions thereof the payment for which money in the necessary amount has been theretofore deposited with the related Trustee or any Paying Agent, as the case may be, in trust for the Holders of such Securities (provided, however, that if such Securities are to be redeemed or repurchased, notice of such redemption or repurchase has been duly given or provision for such notice has been made, satisfactory to the related Trustee); and (iii) Securities in exchange for or in lieu of other Securities that have been authenticated and delivered unless proof satisfactory to the related Trustee is presented that any such Securities are held by a protected purchaser (as defined in Article 8 of the UCC); provided, that in determining whether the Holders of Securities representing a specified percentage of Voting Interest have given any request, demand, authorization, direction, notice, consent or waiver hereunder or under any other Basic Document, Securities owned by the Issuer, any other obligor upon the Securities, the Seller, the Servicer or any of their respective Affiliates shall be disregarded and deemed not to be Outstanding, except that, in determining whether the related Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent or waiver, only Securities that such Trustee knows to be so owned shall be so disregarded. Securities so owned that have been pledged in good faith may be regarded as Outstanding if the related pledgee establishes to the satisfaction of the related Trustee such pledgee's right so to act with respect to such Securities and that such pledgee is not the Seller, Fleetwood Credit, the Issuer (or any other obligor upon the Securities) or any of their respective Affiliates. "Outstanding Amount" has the meaning set forth in the Indenture. "Owner Trustee" means ___________, a _________, as trustee of the Trust, and its successors, and any successor trustee under the Trust Agreement. "Owner Trustee Corporate Trust Office" has the meaning set forth in the Trust Agreement. "Pass-Through Rate" means ____% per annum. "Permitted Investments" means any one or more of the following obligations or securities, all of which shall be denominated in United States dollars: (i) direct obligations of, and obligations fully guaranteed as to timely payment of principal and interest by, the United States or any agency or instrumentality of the United States the obligations of which are backed by the full faith and credit of the United States; 13 19 (ii) general obligations of or obligations guaranteed as to timely payment of principal and interest by FNMA, FHLMC or any State or the Commonwealth of Puerto Rico then rated the highest available credit rating of each Rating Agency for such obligations; (iii) demand and time deposits in, certificates of deposit of, banker's acceptances issued by, or federal funds sold by any depository institution or trust company (including the Indenture Trustee or the Owner Trustee) incorporated under the laws of the United States or any State and subject to supervision and examination by federal or state banking authorities, so long as at the time of such investment or contractual commitment providing for such investment either (a) the long-term, unsecured debt obligations of such depository institution or trust company have credit ratings from Moody's at least equal to "Aa2" and shall have commercial paper or other short-term debt obligations rated at least "A-1+" by Standard & Poor's and "P-1" by Moody's or (b) the investment is guaranteed by an entity the long-term, unsecured debt obligations of which have been rated "AAA" by Standard & Poor's and at least "Aa2" by Moody's or otherwise will not result in the qualification, reduction or withdrawal by Moody's or Standard & Poor's of its then-applicable rating on any Class of Notes or the Certificates; if the investments in this paragraph fall below the specified ratings, the invested monies shall be moved to Permitted Investments as soon as the investment matures; however, no new monies may be invested in any instrument that is not currently a Permitted Investment; (iv) repurchase obligations with respect to (a) any security described in clause (i) above or (b) any other security issued or guaranteed as to timely payment of principal and interest by an agency or instrumentality of the United States, in either case entered into with a depository institution or trust company (including the Indenture Trustee or the Owner Trustee), acting as principal and the counterparty, the long-term unsecured debt obligations of which are rated "AAA" by Standard & Poor's and at least "Aa2" by Moody's and commercial paper or other short-term debt obligations are rated at least "A-1+" by Standard & Poor's and "P-1" by Moody's; (v) securities bearing interest or sold at a discount issued by any corporation incorporated under the laws of the United States or any State that at the time of such investment or contractual commitment providing for such investment have long-term, unsecured debt obligations rated "AAA" by Standard & Poor's and at least "Aa2" by Moody's or better and shall have commercial paper or other short-term debt obligations rated at least "A-1+" by Standard & Poor's and "P-1" by Moody's; provided, however, that securities issued by any corporation will not be Permitted Investments to the extent that investment therein will cause the then outstanding principal amount of securities issued by such corporation and held as part of the Trust to exceed 10% of the sum of the Aggregate Principal Balances of the Receivables and all Permitted Investments held as part of the Trust; 14 20 (vi) commercial paper given the highest rating by each Rating Agency at the time of such investment; provided, that the issuer of such commercial paper must have a long-term unsecured debt rating of at least A1 from Moody's and A+ from Standard & Poor's; and (vii) any other investments that meet the criteria of each Rating Agency as being consistent with their then-current rating of each Class of Notes and the Certificates. "Person" means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint stock company, trust, business trust, unincorporated organization or government or any agency or political subdivision thereof. "Physical Property" means certificated securities, bankers' acceptances, commercial paper, negotiable certificates of deposit and any other obligations that evidence a right to the payment of money and is not itself a security agreement or lease and is of a type that is in ordinary course of business transferred by delivery with necessary endorsement or assignment. "Pool Balance" means, as of the first day of a Collection Period, the Aggregate Principal Balance of the related Receivables at the end of the immediately preceding Collection Period, after giving effect to all payments of principal received from or on behalf of Obligors and all payments of principal on Receivables to be repurchased remitted by the Seller or the Servicer, as the case may be, all for such immediately preceding Collection Period. The Pool Balance shall be computed by allocating payments on or in respect of the Receivables to principal and to interest using the simple interest method, and will increase during the Funding Period by the principal amount (not to exceed $______________) of the Subsequent Receivables conveyed to the Trust as of the related Subsequent Cutoff Dates. "Pre-Funded Amount" means (i) at the Closing Date, $_____________, and (ii) at any other date, the amount then on deposit in the Pre-Funding Account. "Principal Balance" means, with respect to any Receivable as of any date, the Amount Financed, without regard to any offsets or judicial reductions thereof, minus the sum of (i) that portion of all payments received on or prior to such date by the Servicer and allocable as a payment of principal pursuant to Section 6.03, (ii) any refunded portion of extended warranty protection plan costs, or of physical damage, credit life or disability insurance premiums included in the Amount Financed unless such refund must be paid to the related Obligor and (iii) any payment of the Repurchase Amount allocable to principal with respect to each Receivable which became a Defaulted Receivable or Repurchased Receivable during or prior to the related Collection Period. "Proceeding" means any suit in equity, action at law or other judicial or administrative proceeding. "Rating Agency" means each of Moody's and Standard & Poor's. 15 21 "Rating Agency Condition" means, with respect to any action, that each Rating Agency shall have been given ten Business Days (or such shorter period as is acceptable to the related Rating Agency) prior notice thereof and shall have notified the Seller, the Servicer and the Issuer in writing that such action will not result in a Rating Event. "Rating Event" means, as of any date, any qualification, reduction or withdrawal by either Rating Agency of its then current rating of any Class of Notes. "Realized Losses" means, with respect to a Collection Period, the amount by which (i) the Aggregate Principal Balance of all Receivables that became Defaulted Receivables during such Collection Period exceeds (ii) the sum of (a) the aggregate Liquidation Proceeds recovered in respect of principal of such Defaulted Receivables during such Collection Period and (b) recoveries in respect of all Defaulted Receivables received during such Collection Period, to the extent not otherwise included in the amount determined pursuant to clause (a) above. "Receivable" means each simple interest retail installment sales contract executed by an Obligor and pursuant to which such Obligor purchased, financed or pledged the Financed Vehicle described therein, agreed to pay the deferred purchase price (i.e., the purchase price net of any down payment) or amount borrowed, together with interest, as therein provided in connection with such purchase or loan, granted a security interest in such Financed Vehicle, and undertook to perform certain other obligations as specified in such Receivable, and that has been (or, in the case of Subsequent Receivables, will be) conveyed to the Trust. "Receivable Documents" means, with respect to each Receivable: (i) the Receivable; (ii) the original Title Document for the related Financed Vehicle or a duplicate copy thereof issued or certified by the Registrar of Titles that issued the original thereof, together with evidence of perfection of the security interest in the related Financed Vehicle granted by such Receivable, as determined by the Servicer to be permitted or required to perfect such security interest under the laws of the applicable jurisdiction (or, in the case of a Receivable listed on the Schedule of Receivables, written evidence from the Dealer selling such Financed Vehicle that the Title Document for such Financed Vehicle showing the Seller as first lienholder has been applied for); (iii) the related Assignments; (iv) any agreement modifying the Receivable (including any extension agreement); and (v) documents evidencing the existence of an Insurance Policy covering such Financed Vehicle. "Receivable Files" means the Receivable Documents and all other papers and computerized records customarily kept by the Servicer in servicing retail installment sales contracts comparable to the Receivables. "Receivables Purchase Agreement" means that certain receivables purchase agreement, dated as of ____________ 1, 199 , between the Seller and FCRC, as purchaser. "Record Date" means, with respect to a Distribution Date, the date immediately preceding such Distribution Date or, if Definitive Securities are issued, the last day of the immediately preceding calendar month. 16 22 "Registrar of Titles" means the agency, department or office having the responsibility for maintaining records of titles to motor vehicles and issuing documents evidencing such titles in the jurisdiction in which a particular Financed Vehicle is registered. "Repurchase Amount" means, with respect to a Receivable, an amount equal to the unpaid Principal Balance owed by the related Obligor plus interest thereon at a rate equal to the Required Rate to the last day of the month of repurchase. "Repurchased Receivable" means a Receivable repurchased as of the related Servicer Report Date by the Servicer pursuant to Section 5.06 or by the Seller pursuant to Section 3.02. "Required Deposit Rating" means that the short-term credit rating of the related entity is at least equal to Prime-1 by Moody's and A-1+ by Standard & Poor's. "Required Rate" means the sum of (i) the weighted average of the Interest Rates and the Pass-Through Rate and (ii) the Servicing Fee Rate. "Required Servicer Rating" means, with respect to the Servicer, that the short-term unsecured debt obligations of the Servicer are rated at least equal to Prime-1 by Moody's and A-1 by Standard & Poor's. "Reserve Fund" has the meaning set forth in Section 6.01(a). "Reserve Fund Initial Deposit" means $__________ (i.e., $______ plus the Negative Carry Amount Deposit). "Reserve Fund Property" means the Reserve Fund Initial Deposit and all other amounts deposited in or credited to the Reserve Fund from time to time, including all Permitted Investments made with amounts on deposit in the Reserve Fund and all Investment Earnings, distributions on and proceeds of the foregoing. "Reset Percentage" shall have the meaning specified in the Servicer Letter of Credit, if any. "Schedule of Receivables" means the schedule of receivables attached as Schedule A hereto, as it may be amended or supplemented (including pursuant to any Transfer Agreement) from time to time. "Securities" means the Notes and the Certificates. "Securityholders" means the Holders of the Notes or the Certificates, as the context may require. "Security Owner" means a Note Owner or a Certificate Owner, as the context may require. 17 23 "Seller" means FCRC, in its capacity as the Seller of the Receivables under this Agreement, and each successor thereto (in the same capacity) pursuant to Section 7.03. "Servicer" means Fleetwood Credit, in its capacity as the servicer of the Receivables under Section 5.01, and, in each case upon succession in accordance herewith, each successor servicer in the same capacity pursuant to Section 5.01 and each successor servicer pursuant to Section 9.02. "Servicer Default" means an event specified in Section 9.01. "Servicer Letter of Credit" means, if the Servicer desires to remit collections on or in respect of the Receivables to the Collection Account on a monthly basis but the conditions of clause (a) of Section 6.02 are not otherwise satisfied, an irrevocable letter of credit, issued by the Letter of Credit Bank and naming the Indenture Trustee as beneficiary, substantially in, except as otherwise provided in this Agreement, the form attached hereto as Exhibit A. "Servicer Letter of Credit Amount" has the meaning set forth in Section 4.01(a). "Servicer Letter of Credit Percentage" shall have the meaning specified in the Servicer Letter of Credit, if any. "Servicer Payment" means the sum of (i) the amount paid the Servicer to reimburse the Servicer for any outstanding Advances and (ii) the Servicing Fee (including any unpaid Servicing Fees with respect to one or more prior Collection Periods). "Servicer Report Date" means, with respect to any Distribution Date, the fifth Business Day prior to such Distribution Date. "Servicer's Certificate" has the meaning set forth in Section 5.08. "Servicing Fee" means the fee payable to the Servicer for services rendered during the related Collection Period pursuant to Section 5.07, which amount, for a Collection Period, shall equal the product of 1/12 of the Servicing Fee Rate times the Pool Balance as of the Record Date immediately preceding the first day of such Collection Period, except that in the case of the first Collection Period, the Servicing Fee shall equal the product of 1/12 of the Servicing Fee Rate times the Original Pool Balance. "Servicing Fee Rate" means 1.00% per annum. "Servicing Officer" means any officer of the Servicer involved in, or responsible for, the administration and servicing of the Receivables whose name appears on a list of servicing officers furnished to the Indenture Trustee and the Owner Trustee by the Servicer pursuant to Section 5.01. 18 24 "Specified Reserve Fund Balance" means, with respect to (i) the first Distribution Date, an amount equal to $____________ (i.e., $__________ plus an amount equal to the Negative Carry Amount Deposit), and (ii) each Distribution Date thereafter, an amount equal to the lesser of (a) $________ or (b) ____% of the sum of the Outstanding Amount and the Certificate Balance (after giving effect to distributions of principal to be made on such Distribution Date). Notwithstanding the foregoing, in no event shall the Specified Reserve Fund Balance be less than $_________. However, on each Distribution Date following any Fiscal Quarter in which losses or delinquencies in respect of the Receivables exceed ____%, the Specified Reserve Fund Balance will be equal to the greater of the amount provided for in the first sentence of this definition or an amount equal to the Pool Balance as of the last day of the related Collection Period multiplied by a percentage determined by subtracting from ____% a fraction (expressed as a percentage) equal to one minus a fraction, the numerator of which will equal the Outstanding Amount and the denominator of which will equal the Pool Balance, in each case as of the last day of the three related Collection Periods in such Fiscal Quarter; provided, however, that following any Fiscal Quarter thereafter in which the losses and delinquencies in respect of the Receivables are less than ____%, the Specified Reserve Fund Balance shall return to the amount provided for in the first two sentences of this definition. In addition, if on any Distribution Date cumulative losses in respect of the Receivables exceed _____% 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, 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. "Standard & Poor's" means Standard & Poor's, a division of The McGraw-Hill Companies, Inc., and its successors. "State" means any of the 50 states of the United States, or the District of Columbia. "Subsequent Cutoff Date" means the date in the related month of transfer, designated by Fleetwood Credit and the Seller in a related Transfer Agreement, upon which Fleetwood Credit will be obligated to sell, and the Seller will be obligated to purchase, Subsequent Receivables. "Subsequent Receivables" means the Receivables transferred by the Seller to the Trust pursuant to the Receivables Purchase Agreement and a related Transfer Agreement on the related Subsequent Transfer Date, which Receivables are listed on Schedule A to such Transfer Agreement. "Subsequent Transfer Date" means the Business Day specified by Fleetwood Credit and the Seller during the month in which the related Subsequent Cutoff Date occurs. "Taxes" means any taxes, including any sales, gross receipts, general corporation, personal property, privilege or license taxes. 19 25 "Title Document" means, with respect to any Financed Vehicle, the certificate of title for, or other evidence of ownership of, such Financed Vehicle issued by the Registrar of Titles in the jurisdiction in which such Financed Vehicle is registered. "Transfer Agreement" means each Transfer Agreement, dated as of the related Subsequent Cutoff Date, among the Seller, Fleetwood Credit and the Owner Trustee, pursuant to which Subsequent Receivables are conveyed to the Trust, substantially in the form attached as Exhibit B hereto. "Trust" has the meaning set forth in the preamble. "Trust Account Property" means the Trust Accounts, all amounts and investments held from time to time in any Trust Account (whether in the form of deposit accounts, Physical Property, book-entry securities, uncertificated securities or otherwise), including the Yield Supplement Account Initial Deposit, and all proceeds of the foregoing. "Trust Accounts" has the meaning set forth in Section 6.01(a). "Trust Agreement" means the Trust Agreement, dated as of __________, 199 , between the Seller and the Owner Trustee. "Trust Estate" has the meaning set forth in the Trust Agreement. "Trustee" means the Owner Trustee or the Indenture Trustee, as the context may require. "UCC" means the Uniform Commercial Code as in effect in the applicable jurisdiction. "United States" means the United States of America. "Vehicle Receivables" has the meaning set forth in Section 7.03(c)(i). "Voting Interests" means the aggregate voting strength evidenced by the Certificates or the Notes, as the case may be; provided, however, that where the Voting Interests are relevant in determining whether the vote of the requisite percentage of Certificateholders or Noteholders, as the case may be, necessary to effect any consent, waiver, request or demand shall have been obtained, the Voting Interests shall be deemed to be reduced by the amount equal to the Voting Interests (without giving effect to this provision) represented by the interests evidenced by any such Security registered in the name of the Seller, the Servicer or any Person controlling, controlled by or under common control with the Seller or the Servicer. "Yield Supplement Account" has the meaning set forth in Section 6.01(a). "Yield Supplement Account Initial Deposit" means the amount equal to the Yield Supplement Amount. 20 26 "Yield Supplement Amount" means an amount equal to the aggregate amount by which (i) interest on the Principal Balance of each Initial Receivable for the period commencing on the Initial Cutoff Date and ending with the scheduled maturity of each such Receivable (assuming that payments on such Receivables are made as scheduled and no prepayments are made) at a rate equal to the Required Rate, exceeds (ii) interest on such Principal Balance at the APR of such Receivable. "Yield Supplement Deposit Amount" means the aggregate Yield Supplement Amount in respect of the Receivables for the related Collection Period, if any. Section 1.02. Interpretive Provisions. For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires, (i) terms used herein include, as appropriate, all genders and the plural as well as the singular, (ii) references to this Agreement include all Exhibits hereto, (iii) references to words such as "herein", "hereof" and the like shall refer to this Agreement as a whole and not to any particular part, Article or Section herein, (iv) references to an Article or Section such as "Article One" or "Section 1.01" shall refer to the applicable Article or Section of this Agreement, (v) the term "include" and all variations thereof shall mean "include without limitation", (vi) the term "or" shall include "and/or", (vii) the term "proceeds" shall have the meaning ascribed to such term in the UCC, (viii) references to "writing" include printing, typing, lithography and other means of reproducing words in a visible form, (ix) references to agreements and other contractual instruments include all amendments, modifications and supplements thereto or any changes therein entered into in accordance with their respective terms and not prohibited by this Agreement, (x) references to Persons include their permitted successors and assigns, (xi) all accounting terms used but not specifically defined herein shall be construed in accordance with generally accepted accounting principles in the United States, and (xii) all references to the Record Date prior to the first Record Date in the life of the Trust shall be to the Initial Cutoff Date. Section 1.03. Calculations. Except as otherwise provided herein, all interest rate calculations hereunder will be made on the basis of a 360-day year and twelve 30-day months, and will be carried out to at least six decimal places. Collections of interest on Receivables will be calculated in accordance with the terms thereof. 21 27 ARTICLE TWO CONVEYANCE OF RECEIVABLES Section 2.01. Conveyance of Initial Receivables. In consideration of the Issuer's delivery to or upon the order of the Seller of executed and authenticated Notes and Certificates, in authorized denominations and in aggregate amounts equal to the sum of the Original Certificate Balance and the Original Note Balance, the Seller does hereby sell, transfer, assign and otherwise convey to the Issuer, in trust for the benefit of the Securityholders, without recourse (subject to the Seller's obligations herein): (a) 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 3.02 or 10.01 or the repurchase of Initial Receivables by the Servicer, or any successor to the Servicer, pursuant to Section 5.06 or 10.01) on or after the Initial Cutoff Date, exclusive of Accrued Interest as of the opening of business on the Initial Cutoff Date; (b) the interest of the Seller in the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Initial Receivables; (c) 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; (d) the interest of the Seller in any proceeds from Dealer repurchase obligations relating to the Initial Receivables; (e) the interest of the Seller under the Receivables Purchase Agreement; (f) all other assets comprising the estate of the Trust; and (g) 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 Issuer's delivery to or upon the order of the Seller of the purchase price for the Subsequent Receivables, in each case as described below and set forth in the related Transfer Agreement, the Seller shall on each Subsequent Transfer Date sell, transfer, assign and otherwise convey to the Issuer, in trust for the benefit of the Securityholders, without recourse (subject to the Seller's obligations herein): 22 28 (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 3.02 or Section 10.01 or the purchase of such Subsequent Receivables by the Servicer pursuant to Section 5.06 or Section 10.01) on or after the related Subsequent Cutoff Date; (ii) the interest of the Seller in the security interests in the Financed Vehicles granted by the related Obligors pursuant to the Subsequent Receivables; (iii) the interest of the Seller in any Liquidation Proceeds and Insurance Proceeds relating to the Subsequent Receivables or the related Obligors; (iv) the interest of the Seller in any proceeds from Dealer repurchase obligations relating to the Subsequent Receivables; and (v) all proceeds of the foregoing. The purchase price to be paid by the Trust on each Subsequent Transfer Date for the Subsequent Receivables so sold shall be set forth in the related Transfer Agreement and shall be paid from monies released from the Pre-Funding Account pursuant to Section 6.10. 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 Issuer 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 Owner Trustee and each Rating Agency with a written addition notice, in substantially the form of Exhibit C 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 Owner Trustee an executed Transfer Agreement in substantially the form of Exhibit B hereto, which shall include a list of the Subsequent Receivables so transferred; (iii) the Seller shall have caused the Servicer to deposit in the Collection 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 6.02 to remit collections on a monthly rather than daily basis, the Seller shall cause the Servicer to deposit such collections in the Collection Account on the Business Day immediately preceding the Distribution Date immediately succeeding the related Subsequent Transfer Date; 23 29 (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 Securityholders; (vi) the Funding Period shall not have terminated; (vii) the Seller shall have delivered to the Owner Trustee and each Rating Agency an Officer's Certificate confirming the satisfaction of each condition precedent specified in this paragraph and in Section 5 of the related Transfer Agreement; (viii) the Seller shall have delivered to each Rating Agency and the Owner 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 Securityholders shall have been utilized in selecting the Subsequent Receivables; (xi) the Seller and the Owner 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 Rating Event; and (xii) the Seller shall have provided the Owner Trustee with a supplement to the Schedule of Receivables setting forth the Subsequent Receivables to be transferred on such Subsequent Transfer Date. The Owner 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. Section 2.03. Actions as to Receivables. (a) Fleetwood Credit has filed or caused to be filed (or, in the case of the Subsequent Receivables, will file or will cause to be filed) UCC-1 financing statements naming Fleetwood Credit as secured party and describing the Receivables as collateral with the Office of the Secretary of State of the State of California. The Seller has filed or caused to be filed (or, in the case of the Subsequent Receivables, will file or will cause to be filed) UCC-1 financing 24 30 statements, executed by the Seller as debtor, naming the Owner Trustee as secured party and describing the Receivables being sold by it to the Owner Trustee on behalf of the Trust as collateral, with the Office of the Secretary of State of the State of California. The Trust has filed or caused to be filed (or, in the case of the Subsequent Receivables, will file or will cause to be filed) UCC-1 financing statements, executed by the Trust as debtor, naming the Indenture Trustee, on behalf of the Noteholders, as secured party and describing the Receivables as collateral, with the office of the Secretary of State of the States of Delaware and California. The grant of a security interest to the Indenture Trustee and the rights of the Indenture Trustee in the Receivables shall be governed by the Indenture. (b) If any change in the name, identity or corporate structure of the Seller or Fleetwood Credit or the relocation of the chief executive office of any of them would make any financing or continuation statement or notice of Lien filed under this Agreement or the other Basic Documents seriously misleading within the meaning of applicable provisions of the UCC or any title statute, the Servicer, within the time period required by applicable law, shall file such financing statements or amendments as may be required to preserve and protect the interests of the Trustees and the Securityholders in the Receivables, Financed Vehicles and the proceeds thereof. Promptly thereafter, the Servicer shall deliver to the Trustees an Opinion of Counsel stating that, in the opinion of such counsel, all financing statements or amendments necessary fully to preserve and protect the interests of the Trustees and the Securityholders in the Receivables, Financed Vehicles and the proceeds thereof have been filed, and reciting the details of such filings. (c) From time to time, the Servicer shall cause to be taken such actions as are necessary to continue the perfection of the respective interests of the Indenture Trustee and the Owner Trustee in the Receivables and to continue the first priority security interest of the Indenture Trustee in the Financed Vehicles and their proceeds (other than, as to such priority, any statutory Lien arising by operation of law after the related Cutoff Date, in each case that is prior to such interest), including the filing of financing statements, amendments thereto or continuation statements and the making of notations on records or documents of title. The Servicer shall pay all reasonable costs and disbursements in connection with the perfection and the maintenance of perfection, as against all third parties, of the Indenture Trustee's right, title and interest in and to the Receivables and in connection with maintaining the first priority security interest in the Financed Vehicles and the proceeds thereof. 25 31 ARTICLE THREE THE RECEIVABLES Section 3.01. Representations and Warranties of the Seller. The Seller hereby makes the following representations and warranties as to the Receivables on which the Issuer is deemed to have relied in acquiring the Receivables. Such representations and warranties 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, but shall in each case survive the sale, transfer and assignment of the related Receivables to the Issuer, any subsequent assignment or transfer and the pledge thereof to the Indenture Trustee pursuant to the Indenture: (a) Characteristics of Receivables. Each Receivable (i) shall have been (A) originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer's business, (B) fully and properly executed by the parties thereto, (C) purchased by Fleetwood Credit from such Dealer under an agreement with Fleetwood Credit and (D) validly assigned by such Dealer to Fleetwood Credit in accordance with its terms and shall have been subsequently sold by Fleetwood Credit to the Seller, (ii) shall have created or shall create a valid, subsisting and enforceable first priority perfected security interest in favor of Fleetwood Credit in the related Financed Vehicle, which security interest has been assigned by Fleetwood Credit to the Seller and shall be assignable, and shall be so assigned, by the Seller to the Indenture Trustee, (iii) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for realization against the collateral of the benefits of the security, (iv) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and provide for a finance charge or yield interest at its APR and (v) shall provide for, in the event that such Receivable is prepaid in full, a payment that fully pays the Principal Balance thereof and includes accrued but unpaid interest at least through the date of prepayment in an amount at least equal to its APR. (b) Schedule of Receivables. The information set forth in the Schedule of Receivables shall be true and correct in all material respects as of the opening of business on the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be, and no selection procedures adverse to the Securityholders shall have been utilized in selecting the Receivables from those Receivables of Fleetwood Credit that met the selection criteria set forth in this Section. (c) Compliance with Law. Each Receivable shall have complied at the time it was originated or made, and shall comply at the time of execution of this Agreement in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the 26 32 Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit, equal credit opportunity and disclosure laws. (d) Binding Obligation. Each Receivable shall constitute the genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization, liquidation and other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a Proceeding in equity or at law. (e) No Government Obligor. None of the Receivables shall be due from the United States or any state or local government thereof or from any agency, department or instrumentality of the United States or any state or local government. (f) Security Interest in Financed Vehicle. Immediately prior to the sale, assignment and transfer thereof, each Receivable shall be secured by a validly perfected first security interest in the related Financed Vehicle in favor of Fleetwood Credit as secured party or all necessary and appropriate action with respect to such Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of Fleetwood Credit as secured party. (g) Receivables in Force. No Receivable shall have been satisfied, subordinated or rescinded, nor shall any Financed Vehicle have been released from the Lien granted by the related Receivable in whole or in part. (h) No Waiver. No provision of a Receivable shall have been waived in such a manner that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto. (i) No Amendments. No Receivable shall have been amended in such a manner that such Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto. (j) No Defenses. No facts shall be known to the Seller that would give rise to any right of rescission, setoff, counterclaim or defense, nor shall the same have been asserted or threatened, with respect to any Receivable. (k) No Liens. To the knowledge of the Seller, no Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Receivable. 27 33 (l) No Default. Except for payment defaults continuing for a period of not more than 30 days as of the Initial Cutoff Date or the related Subsequent Cutoff Date, as the case may be, no default, breach, violation or event permitting acceleration under the terms of any Receivable shall have occurred; no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Receivable shall have arisen; and the Seller shall not have waived any of the foregoing. (m) Insurance. Fleetwood Credit, in accordance with its customary servicing procedures, shall have determined that each Obligor has obtained physical damage insurance covering the related Financed Vehicle. (n) Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Receivables from the Seller to the Trust and that the beneficial interest in and title to the Receivables not be part of the debtor's estate in the event of the filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Trust, and no provision of a Receivable shall have been waived, except as provided in paragraph (h) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Trust shall have good and marketable title to each Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the UCC. (o) Lawful Assignment. No Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Receivable under this Agreement or any Transfer Agreement or pursuant to transfers of the Securities shall be unlawful, void or voidable. (p) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Indenture Trustee a first perfected ownership interest in the Receivables shall have been made. (q) One Original. There shall be only one original executed copy of each Receivable. (r) Agreement/Transfer Agreement. The additional representations and warranties as to the Receivables in this Agreement or in the related Transfer Agreement, as the case may be, shall be true and correct. Section 3.02. Repurchase Upon Breach. The Seller, the Servicer or the Owner Trustee, as the case may be, shall inform the other parties promptly, in writing, upon the discovery of any breach of the Seller's representations and warranties set forth herein or in any Transfer Agreement that materially and adversely affects any Receivable. Unless such breach shall have 28 34 been cured by the second Record Date following the discovery thereof (or, at the Seller's option, the first Record Date following such discovery), the Seller shall repurchase any Receivable materially and adversely affected by such breach, as of such Record Date. If necessary, the Seller shall enforce the obligation of Fleetwood Credit under the Receivables Purchase Agreement to repurchase such Receivable from the Seller. In consideration of the purchase of any such Receivable, the Seller shall remit the Repurchase Amount of such Receivable (less the amount of any Liquidation Proceeds with respect to such Receivable deposited, or to be deposited, by the Servicer into the Collection Account pursuant to Section 5.03) to the Collection Account in the manner specified in Section 6.06(a)(i). In the event that, as of the date of execution and delivery of this Agreement, any Liens shall have been filed, including Liens for work, labor or materials relating to a Financed Vehicle, that shall be prior to, or equal or coordinate with, the Lien granted by the related Receivable (whether or not the Seller has knowledge thereof), and such breach materially and adversely affects the interests of the Trust in such Receivable, the Seller shall repurchase such Receivable on the terms and in the manner specified above. The sole remedy of the Owner Trustee, the Trust or the Securityholders with respect to a breach of the Seller's representations and warranties set forth herein or in any Transfer Agreement or with respect to the existence of any such Liens shall be to require the Seller to repurchase Receivables pursuant to this Section and to enforce Fleetwood Credit's obligation to the Seller to repurchase such Receivables from the Seller pursuant to the Receivables Purchase Agreement. Section 3.03. Custody of Receivable Files. To assure uniform quality in servicing the Receivables and to reduce administrative costs, the Owner Trustee, upon the execution and delivery of this Agreement, revocably appoints the Servicer, and the Servicer accepts such appointment, to act as the agent of the Owner Trustee as custodian of the following documents or instruments which are hereby constructively delivered to the Owner Trustee with respect to each Receivable on or prior to the Closing Date and each Subsequent Receivable on or prior to the related Subsequent Transfer Date: (a) the original of the Receivable; (b) all documents evidencing the existence of physical damage insurance covering the related Financed Vehicle; (c) the original credit application, executed by the Obligor; (d) the original Title Document or such documents that the Servicer or the Seller shall keep on file, in accordance with its customary procedures, evidencing the security interest in the related Financed Vehicle; and (e) any and all other documents that the Seller or the Servicer, as the case may be, shall keep on file, in accordance with its customary procedures, relating to such Receivable or the related Obligor or Financed Vehicle. 29 35 Section 3.04. Duties of Servicer as Custodian. (a) Safekeeping. The Servicer, in its capacity as custodian, shall hold the Receivable Files on behalf of the Owner Trustee for the use and benefit of all present and future Securityholders, and maintain such accurate and complete accounts, records and computer systems pertaining to each Receivable File as shall enable the Owner Trustee to comply with this Agreement. In performing its duties as custodian, the Servicer shall act with reasonable care, using that degree of skill and attention that it exercises with respect to the receivable files of comparable recreational vehicle receivables that the Servicer services for itself or others. The Servicer shall conduct, or cause to be conducted, periodic reviews of the files of all receivables owned or serviced by it which shall include the Receivable Files held by it under this Agreement, and of the related accounts, records and computer systems, in such a manner as shall enable the Owner Trustee to verify the accuracy of the Servicer's record keeping. The Servicer shall promptly report to the Owner Trustee any failure on its part to hold the Receivable Files and maintain its accounts, records and computer systems as herein provided and promptly take appropriate action to remedy any such failure. (b) Maintenance of and Access to Records. The Servicer shall maintain each Receivable File at one of its offices specified in Schedule B to this Agreement, or at such other office as shall be specified to the Owner Trustee by 30 days' prior written notice. The Servicer shall make available to the Owner Trustee or its duly authorized representatives, attorneys or auditors the Receivable Files and the related accounts, records and computer systems maintained by the Servicer at such times as the Owner Trustee may reasonably request. (c) Release of Documents. Upon instruction from the Owner Trustee, the Servicer shall release any document in the Receivable Files to the Owner Trustee or its agent or designee, as the case may be, at such place or places as the Owner Trustee may designate, as soon as practicable. The Servicer shall not be responsible for any loss occasioned by the failure of the Owner Trustee to return any document or any delay in doing so. Section 3.05. Instructions; Authority to Act. The Servicer shall be deemed to have received proper instructions (a copy of which shall be furnished to the Owner Trustee) with respect to the Receivable Files upon its receipt of written instructions signed by an Authorized Officer of the Owner Trustee. A certified copy of a bylaw or of a resolution of the board of directors of the Owner Trustee shall constitute conclusive evidence of the authority of any such Authorized Officer to act and shall be considered in full force and effect until receipt by the Servicer of written notice to the contrary given by the Owner Trustee. Section 3.06. Indemnification. Subject to Section 9.02, the Servicer shall indemnify the Trust, the Trustees and the Securityholders for any Losses that may be imposed on, incurred by or asserted against the Trust, the Trustees or the Securityholders as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer of the Receivable Files, or the failure of the Servicer to perform its duties and service the Receivables in compliance with the terms of this Agreement; provided, however, that the Servicer shall not be liable to any Trustee for any portion of any such amount resulting from the willful misfeasance, 30 36 bad faith or negligence of such Trustee. The Servicer shall also indemnify and hold harmless the Trust, the Trust Estate and the Securityholders against any Taxes that may be asserted at any time against any of them with respect to the Receivables and the costs and expenses in defending against such Taxes. The Servicer shall immediately notify the Trustees if a Claim is made by a third party with respect to the Receivables, shall assume, with the consent of the Trustees, the defense of any such Claim, pay all costs and expenses in connection therewith, including counsel fees, and shall promptly pay, discharge and satisfy any judgment or decree that may be entered against it or the Trust. The Servicer, as custodian, shall indemnify the Owner Trustee for any Loss that may be imposed on, incurred or asserted against the Owner Trustee as the result of any improper act or omission in any way relating to the maintenance and custody by the Servicer, as custodian, of the Receivable Files; provided, however, that the Servicer shall not be liable for any portion of any such amount resulting from the willful misfeasance, bad faith or negligence of the Owner Trustee. Section 3.07. Effective Period and Termination. The Servicer's appointment as custodian shall become effective as of the Initial Cutoff Date and shall continue in full force and effect until terminated pursuant to this Section. If the Servicer shall resign in accordance with the provisions of this Agreement or if all of the rights and obligations of the Servicer shall have been terminated pursuant to Section 9.01, the appointment of the Servicer as custodian shall be terminated by (i) the Owner Trustee, (ii) the Indenture Trustee, (iii) Noteholders evidencing not less than 51% of the Voting Interest thereof or (iv) Certificateholders evidencing not less than 51% of the Voting Interest thereof, in each case in the same manner as the Trustees or the Securityholders may terminate the rights and obligations of the Servicer pursuant to Section 9.01. The Owner Trustee may terminate the Servicer's appointment as custodian, with cause at any time upon written notification to the Servicer, and without cause upon 30 days' prior written notification to the Servicer. As soon as practicable after any termination of such appointment, the Servicer shall, at its own expense, deliver the Receivable Files to the Owner Trustee or its agent at such place or places as the Owner Trustee may reasonably designate, and shall cooperate in good faith to effect such delivery. Notwithstanding the termination of the Servicer as custodian, the Owner Trustee agrees that upon any such termination, the Owner Trustee shall provide, or cause its agent to provide, access to the Receivable Files to the Servicer for the purpose of carrying out its duties and responsibilities with respect to the servicing of the Receivables hereunder. Section 3.08. No Petition. The Servicer, the Owner Trustee and the Indenture Trustee each covenants and agrees that prior to the date which is one year and one day after the date upon which the Securities have been paid in full, it will not institute against, or join any other Person in instituting against the Seller any bankruptcy, reorganization, arrangement, insolvency or liquidation Proceeding or other Proceedings under any federal or state bankruptcy or similar law. This Section shall survive the termination of this Agreement or the termination of the Servicer, the Owner Trustee or the Indenture Trustee, as the case may be. 31 37 ARTICLE FOUR SERVICER LETTER OF CREDIT Section 4.01. Servicer Letter of Credit. (a) If the Servicer has obtained a Servicer Letter of Credit, on any Distribution Date which immediately follows a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis pursuant to Section 6.02 and the Servicer shall have failed to make in full the remittances to the Collection Account pursuant to Section 6.02 required for distribution to Certificateholders on such Distribution Date by 12:00 P.M., New York City time, on the Business Day immediately preceding such Distribution Date, the Owner Trustee shall immediately deliver a demand for payment under the Servicer Letter of Credit to the Letter of Credit Bank requesting payment in the amount of the shortfall between the amount of funds that are required to be remitted by the Servicer to the Collection Account as set forth in the related Servicer's Certificate and the amount of funds actually so remitted. Upon receipt of a completed demand for payment by the Owner Trustee under the Servicer Letter of Credit, the Letter of Credit Bank shall pay or cause to be paid, at the time and in the manner provided in the Servicer Letter of Credit, an amount equal to the lesser of (i) the amount demanded by the Owner Trustee and (ii) the amount available under the Servicer Letter of Credit (the "Servicer Letter of Credit Amount") to the Owner Trustee for deposit to the Collection Account. Except as otherwise provided in the Servicer Letter of Credit, the Servicer Letter of Credit Amount shall equal the lesser of (A) the product of the Initial Servicer Letter of Credit Amount and the Reset Percentage or (B) the Pool Balance as of the related Record Date. For the purposes of Section 6.05 or 9.01(a), amounts deposited by the Owner Trustee pursuant to this Section shall be deemed to constitute Servicer remittances with respect to which the demand on the Servicer Letter of Credit was made. (b) Any Servicer Letter of Credit may be terminated by the Owner Trustee at any time when the Servicer has the Required Servicer Rating with respect to each Rating Agency; provided, however, that prior to any such termination of the Servicer Letter of Credit, the Servicer shall furnish to the Owner Trustee, from each Rating Agency as to which the Servicer does not have the Required Servicer Rating, a letter to the effect that a Rating Event will not occur and, if applicable, an Officer's Certificate of the Servicer to the effect that the Servicer has the Required Servicer Rating with respect to each other Rating Agency, if any. Notwithstanding the foregoing, if the short term debt obligations of the Servicer are subsequently downgraded below the Required Servicer Rating by any Rating Agency, the Servicer shall be required to obtain an insurance policy, letter of credit or surety bond acceptable to each Rating Agency (as evidenced by a letter from each Rating Agency to the effect that a Rating Event will not occur) which insurance policy or surety bond, if it shall not replace the Servicer Letter of Credit, shall be drawn upon prior to any draws made upon the Servicer Letter of Credit pursuant to this Section, or the Servicer shall remit collections to the Collection Account on a daily basis pursuant to Section 6.02. In addition, the Servicer may cancel the Servicer Letter of Credit for so long as the Servicer is required to remit collections to the Collection Account on a daily basis pursuant to Section 6.02. The Servicer shall provide notice of such cancellation of the Servicer 32 38 Letter of Credit pursuant to the immediately preceding sentence to each Rating Agency. The Servicer shall also provide notice of the renewal, if any, of the Servicer Letter of Credit to each Rating Agency and the Owner Trustee. (c) Notwithstanding the other provisions of this Section, in the event that on any day during a Collection Period during which the Servicer is permitted to remit collections on a monthly rather than a daily basis as a result of having obtained a Servicer Letter of Credit pursuant to Section 6.02 and the aggregate amount of collections described in the first sentence of Section 6.02 exceeds the product of the Servicer Letter of Credit Percentage and the Servicer Letter of Credit Amount, then the Servicer shall cause the amount of such excess to be deposited into the Collection Account on the next succeeding Business Day. 33 39 ARTICLE FIVE ADMINISTRATION AND SERVICING OF RECEIVABLES Section 5.01. Duties of Servicer. (a) The Servicer, as agent for the Owner Trustee, shall administer the Receivables with reasonable care, using that degree of skill and attention that the Servicer exercises with respect to all comparable recreational vehicle receivables that it services for itself or others. The Servicer's duties shall include collecting and posting of all payments, responding to inquiries of Obligors or by federal, state or local government authorities with respect to the Receivables, investigating delinquencies, reporting tax information to Obligors in accordance with its customary practices and accounting for collections and furnishing monthly and annual statements to the Trustees with respect to distributions and making Advances and Non-Reimbursable Payments as herein provided. The Servicer shall follow its customary standards, policies and procedures in performing its duties as Servicer. Without limiting the generality of the foregoing, the Servicer shall be authorized and empowered by the Owner Trustee to execute and deliver, on behalf of itself, the Trust or the Securityholders or any of them, any and all instruments of satisfaction or cancellation, or of partial or full release or discharge and all other comparable instruments, with respect to the Receivables or the related Financed Vehicles. If the Servicer shall commence a Proceeding to enforce a Receivable, including a Defaulted Receivable, the Owner Trustee, on behalf of the Trust, shall thereupon be deemed to have automatically assigned, solely for the purpose of collection on behalf of the party retaining an interest in such Receivable, such Receivable and the other property conveyed to the Trust with respect to such Receivable to the Servicer for the purposes of participating in such Proceeding. If in any enforcement Proceeding it shall be held that the Servicer may not enforce a Receivable on the grounds that it shall not be a real party in interest or a holder entitled to enforce such Receivable, the Owner Trustee shall, at the Servicer's expense and direction, take steps to enforce such Receivable, including bringing Proceedings in its name or the name of the Securityholders. The Owner Trustee shall furnish the Servicer with any powers of attorney and other documents necessary or appropriate to enable the Servicer to carry out its servicing and administrative duties hereunder. Section 5.02. Collection of Receivable Payments. The Servicer shall make reasonable efforts to collect all payments called for under the terms and provisions of the Receivables as and when the same shall become due, and shall follow such collection procedures as it follows with respect to all comparable recreational vehicle receivables that it services for itself or others. If, as a result of extending of payments (including any increase in the number of payments) in the ordinary course of the Servicer's collection procedures, any Receivable shall be outstanding on the Certificate Final Scheduled Distribution Date, then the Servicer shall repurchase such Receivable pursuant to Section 5.06 or Section 10.01. In addition, in the event that any such rescheduling or extension of a Receivable (i) modifies the terms of such Receivable in such a manner as to constitute a cancellation of such Receivable and the creation of a new receivable, (ii) extends the stated maturity of such Receivable beyond the scheduled maturity of the Receivable having the latest scheduled maturity as of the related Subsequent Cutoff Date; then in 34 40 each case the Servicer shall purchase such Receivable pursuant to Section 5.06, and the related Receivable shall not be included in the Trust. For the purpose of such repurchases pursuant to Section 5.06, notice shall be deemed to have been received by the Servicer at such time as shall make repurchase mandatory as of the related Record Date. Notwithstanding the foregoing, extensions or modifications of the payment schedule of a Receivable shall not be made unless the related Receivable is in default or a default thereunder is imminent or if such extension or modification is required by law. The Servicer may, in accordance with its customary standards, policies and procedures, in its discretion (i) waive any late payment charge or any other fees that may be collected in the ordinary course of servicing a Receivable and (ii) waive the payment by the related Obligor of Accrued Interest on any Receivable; provided that, in connection with any such waiver of Accrued Interest, the Servicer shall make an Advance in respect of the Accrued Interest so waived in accordance with Section 6.04, it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, the obligation of the Servicer hereunder shall be absolute and shall be performed regardless of whether the Servicer determines that such Advance shall be recoverable and that the Servicer shall have no right of reimbursement therefor. Section 5.03. Realization upon Receivables. On behalf of the Trust, the Servicer shall use its best efforts, consistent with its customary servicing procedures, to repossess or otherwise take possession of the Financed Vehicle securing any Receivable that the Servicer shall have determined to be or that the Servicer believes will become a Defaulted Receivable (and shall specify such Receivables to the Owner Trustee no later than the Determination Date following the end of the Collection Period in which the Servicer shall have made such determination). The Servicer shall follow such customary and usual practices and procedures as it shall deem necessary or advisable in its servicing of recreational vehicle receivables, which may include reasonable efforts to realize upon any recourse to Dealers, consigning a Financed Vehicle to a dealer for resale and selling a Financed Vehicle at public or private sale. The Servicer shall be entitled to recover all reasonable out-of-pocket expenses incurred by it in the course of converting a Financed Vehicle into cash proceeds. The Liquidation Proceeds realized in connection with any such action with respect to a Receivable shall be deposited by the Servicer in the Collection Account in the manner specified in Section 6.06(a)(ii) and shall be applied to reduce (or to satisfy, as the case may be) the Repurchase Amount of the Receivable, if such Receivable is to be repurchased by the Seller pursuant to Section 3.02 or by the Servicer pursuant to Section 5.06; provided, however, that if such Liquidation Proceeds are recovered subsequent to the purchase of a Receivable by the Seller, such Liquidation Proceeds shall be paid to the Seller within two Business Days of receipt or, if received with respect to a Receivable purchased by the Servicer, may be retained by the Servicer or deposited in the Collection Account in satisfaction of other obligations of the Servicer hereunder. The foregoing shall be subject to the proviso that, in any case in which a Financed Vehicle shall have suffered damage, the Servicer shall not expend funds in connection with the repair or the repossession of such Financed Vehicle unless it shall determine in its discretion that such repair or repossession will increase the Liquidation Proceeds of the related Receivable by an amount equal to or greater than the amount of such expenses. 35 41 Section 5.04. Maintenance of Security Interests in Financed Vehicles. The Servicer, in accordance with its customary servicing procedures, shall take such steps as are necessary to maintain perfection of the security interest created by each Receivable in the related Financed Vehicle including the filing of financing statements and continuation statements with respect to the transfer of the security interest in such Financed Vehicle to the Trust. The Owner Trustee hereby authorizes the Servicer, and the Servicer hereby agrees, to take such steps as are necessary to reperfect such security interest on behalf of the Trust in the event of the relocation of a Financed Vehicle or for any other reason. In the event that the assignment of a Receivable to the Trust is insufficient, without a notation on the related Financed Vehicle's Title Document, to grant to the Trust a first perfected security interest in the related Financed Vehicle, the Servicer hereby agrees to serve as the agent of the Trust for the purpose of perfecting the security interest in such Financed Vehicle and that the Servicer's listing as the secured party on the Title Document is in its capacity as agent of the Trust. Section 5.05. Covenants, Representations and Warranties of Servicer. (a) The Servicer shall make the following covenants on which the Owner Trustee will rely in accepting the Receivables in trust and upon which the Owner Trustee or the Indenture Trustee, as the case may be, may rely in authenticating the Securities: (i) Security Interest to Remain in Force. Except as contemplated by this Agreement, the Financed Vehicle securing each Receivable shall not be released by the Servicer from the security interest granted by the Receivable in whole or in part. (ii) No Impairment. The Servicer shall not impair the rights of the Securityholders in the Receivables. (iii) Amendments. The Servicer shall not increase the number of payments under a Receivable except as permitted pursuant to Section 5.02, nor increase the Amount Financed under a Receivable. (b) The Servicer shall make the following representations upon which the Owner Trustee shall rely in accepting the Initial Receivables in trust, upon which the Owner Trustee and the Indenture Trustee, as the case may be, may rely in executing and authenticating the Securities and on which the Owner Trustee shall rely in accepting any Subsequent Receivables in trust. The representations 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 of the Receivables to the Trust: (i) Organization and Good Standing. The Servicer shall have been duly organized and shall be validly existing as a corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties shall be currently owned and such business is presently conducted, and had at all relevant times, and shall have, power, authority and legal right 36 42 to acquire, own, sell and service the Receivables and to hold the Receivable Files as custodian on behalf of the Owner Trustee. (ii) Due Qualification. The Servicer shall be duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business (including the servicing of the Receivables as required hereby) shall require such qualifications. (iii) Power and Authority. The Servicer shall have the power and authority to execute and deliver this Agreement and to carry out its terms; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Servicer by all necessary corporate action. (iv) Binding Obligations. This Agreement shall constitute a legal, valid and binding obligation of the Servicer enforceable in accordance with its terms, except as enforceability may be subject to or limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a Proceeding in equity or at law. (v) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Servicer, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Servicer is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement); nor violate any law or, to the best of the Servicer's knowledge, any order, rule or regulation applicable to the Servicer of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties. (vi) No Proceedings. There are no Proceedings or investigations pending, or to the Servicer's best knowledge, threatened, before any court, regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Servicer or its properties: (A) asserting the invalidity of this Agreement or the Securities, (B) seeking to prevent the issuance of the Securities or the consummation of any of the transactions hereby, (C) seeking any determination or ruling that might materially and adversely affect the performance by the Servicer of its obligations under, or the validity or enforceability of, this Agreement or the Securities or (D) relating to the Servicer and which might adversely affect the federal income tax attributes of the Securities. 37 43 Section 5.06. Purchase of Receivables upon Breach. The Servicer or the Owner Trustee, as the case may be, shall inform the other party and the Indenture Trustee promptly, in writing, upon the discovery of any breach by the Servicer of its obligations pursuant to Section 5.05(a) that materially and adversely affects the interest of the Trust in any Receivable or pursuant to Section 5.02 in the case of a Receivable for which the related payment schedule has been extended or modified. Unless the breach shall have been cured by the second Record Date following the date of such discovery (or, at the Servicer's election, the first following Record Date), the Servicer shall purchase any Receivable materially and adversely affected by such breach as of such second Record Date. In consideration of the purchase of such Receivable, the Servicer shall remit the Repurchase Amount (less any Liquidation Proceeds deposited, or concurrently being deposited, in the Collection Account with respect to such Receivable pursuant to Section 5.03) to the Collection Account in the manner specified in Section 6.06(a). The sole remedy of the Trustees, the Trust or the Securityholders against the Servicer with respect to a breach pursuant to Sections 5.01, 5.04 or 5.05 shall be to require the Servicer to purchase Receivables pursuant to this Section. Section 5.07. Servicing Compensation. As compensation for the performance of its obligations under this Agreement and subject to the terms of this Section, the Servicer shall be entitled to receive on each Distribution Date the Servicing Fee. The Servicer shall also be entitled to receive as additional servicing compensation all late payment and extension fees, and other administrative fees with respect to the Receivables, collected (from whatever source) on the Receivables; provided, however, such late payment and other fees shall not form a part of the Servicing Fee and the Servicer shall be entitled to such fees as and when collected. Section 5.08. Servicer's Certificate. On or before each Determination Date, the Servicer shall deliver to the Owner Trustee and the Letter of Credit Bank, if any, a certificate (the "Servicer's Certificate") containing all information necessary to make the distributions pursuant to Section 6.07 in respect of the Collection Period preceding the date of such Servicer's Certificate and all information necessary for the Trustees to send statements to Securityholders pursuant to the Indenture or the Trust Agreement, as the case may be. The Servicer shall also specify to the Owner Trustee no later than the Determination Date following the Record Date as of which the Seller shall be required to repurchase or the Servicer shall be required to purchase a Receivable, the identity of any such Receivable and the identity of any Receivable that the Servicer shall have determined to be a Defaulted Receivable during the preceding Collection Period. Receivables purchased or to be purchased by the Servicer or the Seller and Receivables as to which the Servicer has determined during the Collection Period that eventual payment in full is unlikely and with respect to which payment of the Repurchase Amount has been provided from whatever source as of any Record Date shall be identified by the Seller's account number with respect to such Receivable (as specified in the Schedule of Receivables). Each Rating Agency may request such additional information as the Servicer may be able to reasonably provide. 38 44 Section 5.09. Annual Statement as to Compliance. (a) The Servicer shall deliver to the Owner Trustee and the Letter of Credit Bank, if any, on or before April 30 of each year, beginning with the first April 30 that occurs at least six months after the Initial Cutoff Date, an Officer's Certificate, stating that (i) a review of the activities of the Servicer during the preceding 12-month period ending the preceding December 31 (or shorter period in the case of the first such certificate) and of its performance hereunder has been made under such officer's supervision and (ii) to the best of such officer's knowledge, based on such review, the Servicer has fulfilled all its obligations hereunder throughout such year, or, if there has been a default in the fulfillment of any such obligation, specifying each such default known to such officer and the nature and status thereof. (b) The Servicer shall deliver to the Owner Trustee and the Letter of Credit Bank, if any, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under clause (a) or (b) of Section 9.01. The Seller shall deliver to the Owner Trustee and Letter of Credit Bank, if any, promptly after having obtained knowledge thereof, but in no event later than five Business Days thereafter, an Officer's Certificate of any event which with the giving of notice or lapse of time, or both, would become a Servicer Default under clause (b) of Section 9.01. Section 5.10. Annual Independent Certified Public Accountants' Report. The Servicer shall cause a firm of independent certified public accountants (who may also render other services to the Servicer or to the Seller) to deliver to the Owner Trustee and the Letter of Credit Bank, if any, on or before April 30 of each year beginning with the first April 30 that occurs at least six months after the Initial Cutoff Date, a report addressed to the board of directors of the Servicer, the Owner Trustee and the Letter of Credit Bank, if any, to the effect that such firm has examined the financial statements of the Servicer for the fiscal year ending the preceding December 31 and issued its report thereon and that such examination (i) was made in accordance with generally accepted auditing standards, and accordingly included such tests of the accounting records and such other auditing procedures as such firm considered necessary in the circumstances, and (ii) except as described in such report, disclosed no exceptions or errors in the records relating to receivables serviced for others that, in such firm's opinion, requires such firm to report. Such report shall indicate that such firm is independent of the Servicer within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. Section 5.11. Access to Certain Documentation and Information. The Servicer shall provide to the Securityholders access to the Receivable Files in such cases where the Securityholders shall be required by applicable statutes or regulations to review such documentation. Access shall be afforded without charge, but only upon reasonable request and during the normal business hours at the respective offices of the Servicer. Nothing in this Section shall affect the obligation of the Servicer to observe any applicable law prohibiting disclosure of information regarding the Obligors, and the failure of the Servicer to provide access to information as a result of such obligation shall not constitute a breach of this Section. 39 45 Section 5.12. Access to Certain Documentation and Information. (a) The Owner Trustee shall provide to any Securityholder or Security Owner that so requests in writing a copy of (i) any Servicer's Certificate, (ii) any annual statement as to compliance described in Section 5.09(a), (iii) any annual report described in Section 5.10, (iv) any statement to Securityholders described in Section 6.12 or (v) this Agreement (without Exhibits). The Owner Trustee may require such Securityholder or Security Owner to pay a reasonable sum to cover the cost of the Owner Trustee's complying with such request. (b) The Owner Trustee shall forward to each Rating Agency a copy of each (i) Servicer's Certificate described in Section 5.08, (ii) annual statement as to compliance described in Section 5.09(a), (iii) Officer's Certificate described in Section 5.09(b), (iv) annual independent certified public accountants' report described in Section 5.10, (v) statement to Securityholders described in Section 6.12 and (vi) other report it may receive pursuant hereto at its address specified in Section 11.04. 40 46 ARTICLE SIX DISTRIBUTIONS; YIELD SUPPLEMENT ACCOUNT; STATEMENTS TO SECURITYHOLDERS Section 6.01. Establishment of Trust Accounts. (a) Prior to the Closing Date, the Servicer shall establish the following accounts (the "Trust Accounts"): (i) an account in the name of the Indenture Trustee (the "Collection Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders; (ii) an account in the name of the Indenture Trustee (the "Yield Supplement Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders; (iii) an account in the name of the Indenture Trustee (the "Note Distribution Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Noteholders; (iv) an account in the name of the Indenture Trustee (the "Pre-Funding Account"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders; (v) an account in the name of the Indenture Trustee (the "Reserve Fund"), bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Securityholders; and (vi) an account in the name of the Owner Trustee (the "Certificate Distribution Account") bearing a designation clearly indicating that the funds deposited therein are held for the benefit of the Certificateholders. Each Trust Account shall be a segregated trust account initially established with the Indenture Trustee and maintained (i) with the Indenture Trustee so long as the Indenture Trustee has the Required Deposit Rating or (ii) in a non-interest bearing segregated trust account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Securityholders, located in the corporate trust department of a depository institution or trust company having corporate trust powers under applicable federal and state laws (which may include the Indenture Trustee) organized under the laws of the United States or any State and, if required by any Rating Agency, having the Required Deposit Rating. (b) For so long as the bank or trust company then maintaining the Trust Accounts has the Required Deposit Rating, all amounts held in the Trust Accounts shall, to the extent 41 47 permitted by applicable laws, rules and regulations, be invested, as directed by the Servicer, in Permitted Investments. In the event that the Indenture Trustee no longer has the Required Deposit Rating, then the Servicer shall, with the Indenture Trustee's assistance as necessary, cause the Trust Accounts (including, so long as the Funding Period has not ended, the Pre-Funding Account) to be moved within 15 days of such occurrence (i) to a bank or trust company that has the Required Deposit Rating or (ii) to a non-interest bearing segregated trust account bearing a designation clearly indicating that the funds deposited therein are held in trust for the benefit of the Securityholders, located in the corporate trust department of a depository institution or trust company having corporate trust powers under applicable federal and state laws (which may include the Indenture Trustee) organized under the laws of the United States or any State and, if required by any Rating Agency, having the Required Deposit Rating. Investment Earnings with respect to the Pre-Funding Account shall be deposited into the Collection Account. Investment Earnings on investment with respect to the Collection Account shall be credited to the Collection Account. Section 6.02. Collections. The Servicer shall remit to the Collection Account on a daily basis within two Business Days of receipt thereof, all payments by or on behalf of the Obligors (other than the amounts listed in subclauses (i)(a) and (b) of the definition of Available Funds as not constituting Available Funds) on or in respect of the Receivables (other than Repurchased Receivables) and all Liquidation Proceeds both as collected during each Collection Period. Fleetwood Credit has requested that the Servicer be permitted to make remittances of collections on a less frequent basis than that specified in the immediately preceding sentence upon the Servicer's compliance with the specific terms and conditions set forth below in this Section and for so long as such terms and conditions are fulfilled. Accordingly, notwithstanding the provisions of the first sentence of this Section, the Servicer shall be permitted to remit such collections to the Collection Account in Automated Clearinghouse Corporation next-day funds or immediately available funds no later than 12:00 P.M., New York City time, on the Business Day immediately preceding each Distribution Date, but only for so long as (a)(i) except as provided in clause (b) below, the short-term credit rating of the Servicer is at least equal to the Required Servicer Rating with respect to each Rating Agency, and (ii) no Servicer Default shall have occurred and be continuing; provided, however, that immediately following the non-compliance with clause (i) above or in the event an Insolvency Event has occurred (notwithstanding any applicable grace period), the Servicer shall remit such collections to the Collection Account on a daily basis within two Business Days of receipt thereof, or (b)(i) if the condition specified in clause (a)(ii) above is satisfied, and (ii) the Servicer shall have obtained a Servicer Letter of Credit issued in favor of the Owner Trustee by a depository institution or insurance company, as the case may be, having the Required Deposit Rating and providing that the Owner Trustee may draw thereon in the event that the Servicer fails to deposit collections into the Collection Account on a monthly basis; provided, that in connection with clause (b) above, the Servicer provides to the Owner Trustee, from each Rating Agency with respect to which the Servicer does not have the Required Servicer Rating, a letter to the effect that the satisfaction of the conditions in clause (b) above and allowing the Servicer to make monthly deposits will not result in a Rating Event and, if applicable, an Officer's Certificate from the Servicer to the effect that the Servicer has the Required Servicer Rating with respect to each other Rating Agency, if any; and provided further, 42 48 that if the Servicer shall have obtained a Servicer Letter of Credit in accordance with clause (b) above, the Servicer shall be required to remit such collections in the manner provided for in Section 4.01(c) under the conditions specified in such Section. The Owner Trustee shall not be deemed to have knowledge of any event or circumstance under clause (a)(ii) above that would require daily remittance by the Servicer to the Collection Account unless it has received notice of such event or circumstance from the Seller or the Servicer in an Officer's Certificate or from Securityholders as provided in Section 9.01. For purposes of this Article the phrase "payments made on behalf of Obligors" shall mean payments made by Persons other than the Seller, the Servicer or the Letter of Credit Bank, if any. Any funds held by the Servicer that it determines are to be remitted (or any of its own funds which the Seller or the Servicer determines to pay to the Letter of Credit Bank) in respect of a failure previously to remit collections which failure resulted in a payment under any Servicer Letter of Credit pursuant to Section 4.01 shall not be remitted to the Collection Account, but shall instead be paid immediately and directly to the Letter of Credit Bank. Any such payment to the Letter of Credit Bank shall be accompanied by a copy of the Servicer's Certificate related to the previous failure to remit funds and an Officer's Certificate which includes a statement identifying, by reference to the items in such Servicer's Certificate, each shortfall in Servicer remittances to which such payment relates. The Servicer shall also provide the Owner Trustee with copies of each such Servicer's Certificate and Officer's Certificate delivered with any such payment to the Letter of Credit Bank. Section 6.03. Application of Collections. As of each Record Date, all collections for the related Collection Period, with respect to payments made by or on behalf of an Obligor on each Receivable (including a Defaulted Receivable), shall be applied by the Servicer as follows: (i) to late payment and extension fees; (ii) to interest accrued on the Receivable; (iii) to principal due on the Receivable; and (iv) to administrative charges, if any. Any excess after the application of clauses (i) through (iv) shall be applied to prepay the Principal Balance of such Receivable. Section 6.04. Advances. On the Business Day immediately preceding each Distribution Date, the Servicer shall deposit into the Collection Account, in Automated Clearinghouse Corporation next-day funds or immediately available funds, an amount equal to Accrued Interest in respect of each Receivable (each, an "Advance"). The Servicer shall be entitled to reimbursement for unreimbursed Advances, without interest, with respect to a Receivable from subsequent Collected Interest or Collected Principal, as the case may be, allocable with respect to such Receivable, Liquidation Proceeds of or the Repurchase Amount of such Receivable or as otherwise provided in Section 6.06, except as otherwise provided in Sections 5.03 and 5.06. Except as otherwise provided in Section 5.03, the Servicer shall not be required to make an Advance to the extent that the Servicer, in its sole discretion, shall determine that such Advance will not be recoverable from subsequent payments by or on behalf of the related Obligor, Liquidation Proceeds or the Repurchase Amount with respect to such Receivable (whether such Receivable is purchased by the Seller or the Servicer, to the extent such right of reimbursement is not waived in connection with any such repurchase) or otherwise. 43 49 Section 6.05. Non-Reimbursable Payments. On or before each Deposit Date, the Servicer shall deposit into the Collection Account, in Automated Clearinghouse Corporation next-day funds or immediately available funds, an amount (the "Non-Reimbursable Payment") equal to the amount of interest that accrued on the aggregate Collected Principal for the related Collection Period, at a rate equal to the Required Rate, from the date of collection of each payment of principal on or in respect of the Receivables comprising part of such aggregate Collected Principal through the last day of the such Collection Period, based on a year with the actual number of days in such year and consisting of twelve months with the actual number of days in such month. The Servicer shall not be entitled to reimbursement for any Non-Reimbursable Payment from the Trust, the Trustees, the Seller or the Letter of Credit Bank, if any. Section 6.06. Additional Deposits. (a) The following additional deposits shall be made to the Collection Account: (i) the Servicer or the Seller, as the case may be, shall remit the aggregate Repurchase Amount with respect to Repurchased Receivables pursuant to Sections 3.02, 5.06 and 10.01, (ii) the Servicer shall remit the aggregate Liquidation Proceeds received during each Collection Period (less any Liquidation Proceeds paid to the Seller or retained by the Servicer) pursuant to Section 5.03, (iii) the Owner Trustee shall deposit (A) the aggregate of any amounts received from any Letter of Credit Bank pursuant to Article Four or (B) from the sale of Receivables pursuant to Section 10.01, in each case on the date of receipt thereof, and (iv) on the Distribution Date immediately succeeding the date in which the Funding Period ends (or on the Distribution Date on which the Funding Period ends, if the Funding Period ends on a Distribution Date), the Indenture Trustee shall remit the remaining Pre-Funded Amount on deposit in the Pre-Funding Account to the Collection Account pursuant to Section 6.10. (b) Except as otherwise provided in Section 6.02, all deposits required to be made in respect of a Collection Period pursuant to this Section by the Seller or the Servicer may be made in the form of a single deposit by the Seller or the Servicer, as the case may be, and shall be made in Automated Clearinghouse Corporation next-day funds or immediately available funds, no later than 12:00 P.M., New York City time, on the Business Day preceding each Distribution Date. Section 6.07. Distributions. (a) On each Distribution Date, the Indenture Trustee shall cause to be made the following transfers and distributions in immediately available funds in the amounts set forth in the Servicer's Certificate for such Distribution Date: (i) from monies on deposit in the Pre-Funding Account to the Collection Account, Investment Earnings with respect to the Pre-Funded Amount during the related Collection Period; and 44 50 (ii) from monies on deposit in the Reserve Fund to the Collection Account, an amount equal to the Negative Carry Amount for the related Collection Period, if any. (b) On each Distribution Date, the Servicer shall instruct the Indenture Trustee (based on the information contained in the Servicer's Certificate delivered on the related Servicer Report Date pursuant to Section 5.08) to make the following deposits and distributions for receipt by the Servicer or deposit in the applicable account by ___:00 __.m. (______ time), to the extent of the Available Amount for such Distribution Date, in the following order of priority: (i) to the Servicer, from Collected Interest, the Servicer Payment (including any unpaid Servicing Fees with respect to one or more prior Collection Periods), by wire transfer of immediately available funds; provided, however, that the Servicer Payment shall be provided from Available Funds only to the extent, as determined by the Servicer pursuant to Section 6.03, such funds represent payment in respect of the Receivables allocable to interest; (ii) to the Note Distribution Account, from the Available Amount (after giving effect to the reduction in the Available Amount described in clause (i) above), the Note Interest Distributable Amount; (iii) to the Note Distribution Account, from the Available Amount (after giving effect to the reduction in the Available Amount described in clauses (i) and (ii) above), the Note Principal Distributable Amount; (iv) to the Certificate Distribution Account, from the Available Amount (after giving effect to the reduction in the Available Amount described in clauses (i) through (iii) above), the Certificate Interest Distributable Amount; (v) to the Certificate Distribution Account, from the Available Amount (after giving effect to the reduction in the Available Amount described in clauses (i) through (iv) above), the Certificate Principal Distributable Amount; and (vi) in the event that the distributions described in clauses (i) through (v) above have been funded exclusively from Available Funds, any Excess Amounts shall be deposited into the Reserve Fund until the amount on deposit therein equals the Specified Reserve Fund Balance, and any excess thereof shall be deposited (A) into the Note Distribution Account for payment to the Noteholders as an Accelerated Principal Distribution Amount or (B) on and after any Distribution Date on which the Notes have been paid in full, if such excess is equal to or greater than the Certificate Balance, into the Certificate Distribution Account for payment of principal to the Certificateholders. If the amount on deposit in the Reserve Fund on such Distribution Date (after giving effect to all deposits thereto and withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Indenture Trustee shall release and distribute such excess, together with any Excess Amounts not required to be deposited into the Reserve Fund, to the Seller. Notwithstanding the foregoing, during the Funding Period, 45 51 (A) all Excess Amounts shall be deposited into the Reserve Fund and shall not be deposited into the Note Distribution Account and (B) any amount on deposit in the Reserve Fund in excess of the Specified Reserve Fund Balance shall be retained in the Reserve Fund and shall not be distributed to the Seller; in each case until the Distribution Date immediately succeeding the date on which the Funding Period ends (or on the Distribution Date on which the Funding Period ends if the Funding Period ends on a Distribution Date). Section 6.08. Yield Supplement Account. On or prior to the Closing Date, the Owner Trustee, on behalf of the Seller, shall deposit the Yield Supplement Account Initial Deposit into the Yield Supplement Account from the net proceeds of the sale of the Securities. Amounts held in the Yield Supplement Account shall be invested by the Indenture Trustee in Permitted Investments. Upon termination of this Agreement pursuant to Section 10.01, any amounts on deposit in the Yield Supplement Account, after payments of amounts due to the Securityholders, shall be paid to the Seller. Section 6.09. Reserve Fund. (a) On or prior to the Closing Date, the Seller shall deposit an amount equal to the Reserve Fund Initial Deposit into the Reserve Fund. (b) Amounts on deposit in the Reserve Fund shall be available for distribution as provided in Section 6.07, in accordance with and subject to the following: if the amount on deposit in the Reserve Fund (after giving effect to all deposits thereto and withdrawals therefrom on such Distribution Date) is greater than the Specified Reserve Fund Balance, the Indenture Trustee shall release and distribute all such amounts to the Seller. Upon any such distribution to the Seller, the Securityholders shall have no further rights in, or claims to, such amounts. (c) Amounts held in the Reserve Fund shall be invested in Permitted Investments in accordance with written instructions from the Seller and such investments shall not be sold or disposed of prior to their maturity. Investment Earnings attributable to the Reserve Fund Property shall not be subject to any Claims or rights of the Securityholders or the Servicer. All such investments shall be made in the name of the Indenture Trustee or its nominee, as collateral agent, and all net income and gain realized thereon shall be solely for the benefit of the Seller and shall be payable by the Indenture Trustee to the Seller on each Distribution Date. Any realized losses on investment of the Reserve Fund Property shall be charged first against undistributed Investment Earnings attributable to the Reserve Fund Property and then against the Reserve Fund Property. (d) With respect to the Reserve Fund Property, the Indenture Trustee agrees that: (i) Any Reserve Fund Property that is held in deposit accounts shall be held solely in the name of the Indenture Trustee, as collateral agent, at the Indenture Trustee (in a segregated trust account if the Indenture Trustee does not have the Required Deposit Rating) or at one or more depository institutions that have the Required Deposit Rating. 46 52 Each such deposit account shall be subject to the exclusive custody and control of the Indenture Trustee, and the Indenture Trustee shall have sole signature authority with respect thereto. (ii) Any Reserve Fund Property that constitutes Physical Property shall be delivered to the Indenture Trustee, as collateral agent, in accordance with clause (i) of the definition of "Delivery" and shall be held, pending maturity or disposition, solely by the Indenture Trustee, as collateral agent, or a Financial Intermediary acting solely for the Indenture Trustee, as collateral agent. (iii) Any Reserve Fund Property that is a book-entry security held through the Federal Reserve System pursuant to federal book-entry regulations shall be delivered in accordance with clause (ii) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, as collateral agent, pending maturity or disposition, through continued book-entry registration of such Reserve Fund Property as described in such paragraph. (iv) Any Reserve Fund Property that is an "uncertificated security" under Article 8 of the UCC and that is not governed by clause (iii) above shall be delivered to the Indenture Trustee, as collateral agent, in accordance with clause (iii) of the definition of "Delivery" and shall be maintained by the Indenture Trustee, as collateral agent, pending maturity or disposition, through continued registration of the Indenture Trustee's or its Financial Intermediary's (or its custodian's or its nominee's) ownership of such security, in its capacity as collateral agent. Effective upon Delivery of any Reserve Fund Property in the form of Physical Property, book-entry securities or uncertificated securities, the Indenture Trustee shall be deemed to have purchased such Reserve Fund Property for value, in good faith and without notice of any adverse Claim thereto. (e) The Indenture Trustee shall not enter into any subordination or intercreditor agreement with respect to the Reserve Fund Property. (f) Upon termination of this Agreement in accordance with Section 10.01, any amounts on deposit in the Reserve Fund, after payment of amounts due to the Securityholders, shall be paid to the Seller. Section 6.10. Pre-Funding Account. (a) On the Closing Date, the Seller shall deposit in the Pre-Funding Account an amount equal to the Pre- Funded Amount from the proceeds of the sale of the Securities. On each Subsequent Transfer Date, the Servicer shall instruct the Indenture Trustee in writing to withdraw from the Pre-Funding Account an amount equal to the Principal Balance of the Subsequent Receivables (as of the related Subsequent Cutoff Date) sold to the Trust on such Subsequent Transfer Date, which instruction shall specify the amount thereof, and pay such 47 53 amount to or upon the order of the Seller upon satisfaction of the conditions set forth in this Agreement and in the related Transfer Agreement with respect to such transfer. (b) If (i) the Pre-Funded Amount has not been reduced to zero by the close of business on the Final Funding Period Distribution Date or (ii) the Pre-Funded Amount has been reduced to $100,000 or less on any Distribution Date during the Funding Period, in either case after giving effect to any reductions in the Pre-Funded Amount on such Distribution Date pursuant to Section 6.10(b), the Servicer shall instruct the Indenture Trustee to withdraw such remaining portion of the Pre-Funded Amount from the Pre-Funding Account and deposit it in the related Distribution Account on such Distribution Date to be applied to a Mandatory Redemption in accordance with Section 10.01(b) of the Indenture or a Mandatory Prepayment in accordance with Section 3.15(b) of the Trust Agreement, in addition to the payment of principal and interest that otherwise would be payable with respect to such Securities on such Distribution Date. Section 6.11. Net Deposits. For so long as (i) Fleetwood Credit shall be the Servicer and (ii) the Servicer shall be entitled pursuant to Section 6.02 to remit collections on a monthly rather than daily basis, the Servicer may make the remittances pursuant to Sections 6.02, 6.04, 6.05 and 6.06 net of amounts to be distributed to the Servicer pursuant to Section 6.07. Notwithstanding the foregoing, the Servicer shall account for all of the above described remittances and distributions in the Servicer's Certificate as if the amounts were deposited or distributed separately. Section 6.12. Statements to Securityholders. (a) On each Distribution Date, (i) the Indenture Trustee shall include with each distribution to each Noteholder of record as of the related Record Date and (ii) the Owner Trustee shall include with each distribution to each Certificateholder of record as of the related Record Date, a statement, prepared by the Servicer, based upon the information in the Servicer's Certificate furnished pursuant to Section 5.08, setting forth for such Distribution Date the following information as of the related Record Date or such Distribution Date, as the case may be: (i) the amount of such distribution allocable to principal (stated separately for each Class of Notes and the Certificates); (ii) the amount of such distribution allocable to interest (stated separately for each Class of Notes and the Certificates); (iii) the Note Percentage and the Certificate Percentage as of the close of business on the last day of such Collection Period; (iv) the Aggregate Principal Balance as of the close of business on the last day of such Collection Period; 48 54 (v) the amount of the Servicing Fee paid to the Servicer with respect to the related Collection Period; (vi) the amount of any Certificate Interest Carryover Shortfall, Certificate Principal Carryover Shortfall, Note Interest Carryover Shortfall and Note Principal Carryover Shortfall on such Distribution Date and the change in such amounts from those with respect to the immediately preceding Distribution Date; (vii) the Note Pool Factor for each Class of Notes and the Certificate Pool Factor as of such Distribution Date, after giving effect to payments allocated to principal reported under clause (i) above; and (viii) the amount on deposit in the Yield Supplement Account on such Distribution Date, after giving effect to distributions made on such Distribution Date, and the change in such balance from the immediately preceding Distribution Date. Each amount set forth pursuant to subclauses (i), (ii), (iv) or (v) above shall be expressed as a dollar amount per $1,000.00 of Original Note Balance or Original Certificate Balance, as the case may be. (b) Within the prescribed period of time for tax reporting purposes after the end of each calendar year during the term of the Trust, but not later than the latest date permitted by law, the related Trustee shall mail to each Person who at any time during such calendar year shall have been a Securityholder, a statement, prepared by the Servicer, containing the sum of the amounts set forth in clauses (i), (ii), (iv) and (v) above for such calendar year or, in the event such Person shall have been a Securityholder during a portion of such calendar year, for the applicable portion of such year, for the purposes of such Securityholder's preparation of federal income tax returns. In addition, the Servicer shall furnish to the Trustees for distribution to such Person at such time any other information necessary under applicable law for the preparation of such income tax returns. 49 55 ARTICLE SEVEN THE SELLER Section 7.01. Corporate Existence. During the term of this Agreement, the Seller will keep in full force and effect its existence, rights and franchises as a corporation under the laws of the jurisdiction of its incorporation and will obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement, the other Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Seller and its Affiliates will be conducted on an arm's-length basis. Section 7.02. Liability of Seller; Indemnities. The Seller shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Seller under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer, the Trustees and the Servicer from and against any Taxes that may at any time be asserted against any such Person with respect to the transactions contemplated herein and in the other Basic Documents (but, in the case of the Issuer, not including any Taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income Taxes arising out of distributions on the Securities) and costs and expenses in defending against the same. The Seller shall indemnify, defend and hold harmless the Issuer, the Trustees and the Securityholders from and against any Liability incurred by reason of the Seller's willful misfeasance, bad faith or negligence (other than errors in judgment) in the performance of its duties under this Agreement, or by reason of reckless disregard of its obligations and duties under this Agreement. The Seller shall indemnify, defend and hold harmless the Issuer and the Trustees from and against any Losses arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein and, in the case of the Owner Trustee, in the Trust Agreement and, in the case of the Indenture Trustee, in the Indenture, except to the extent that such Loss, in the case of (i) the Owner Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Owner Trustee or shall arise from the breach by the Owner Trustee of any of its representations or warranties set forth in Section 7.03 of the Trust Agreement, or (ii) the Indenture Trustee, shall be due to the willful misfeasance, bad faith or negligence of the Indenture Trustee. If the Seller shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter shall collect any of such amounts from others, such Person shall promptly repay such amounts to the Seller, without interest. 50 56 Section 7.03. Merger or Consolidation of Seller. (a) The Seller shall not consolidate with or merge into any other corporation or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the corporation formed by such consolidation or into which the Seller has merged or the Person that acquires by conveyance, transfer or lease substantially all the assets of the Seller as an entirety, can lawfully perform the obligations of the Seller hereunder and executes and delivers to the Trustees an agreement in form and substance reasonably satisfactory to the Trustees, which agreement contains an assumption by such successor entity of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Seller under this Agreement. The Seller shall provide notice of any merger, consolidation or succession pursuant to this Section to each Rating Agency and will deliver to the Trustees a letter from each Rating Agency to the effect that such merger, consolidation or succession will not result in a Rating Event. The Seller and Fleetwood Credit shall maintain separate corporate offices. (b) Subject to paragraph (c) below, the purpose of the Seller shall be to engage in any lawful activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code. (c) Notwithstanding paragraph (b) above, the actual business activities of the Seller shall be limited to the following purposes, and activities incident to and necessary or convenient to accomplish such purposes: (i) to acquire, own, hold, sell, transfer, assign, pledge, finance, refinance and otherwise deal with, retail installment sales contracts secured by new and used recreational vehicles ("Vehicle Receivables"); (ii) to authorize, issue, sell and deliver one or more series of obligations, consisting of one or more classes of notes, certificates or other securities (the "Offered Securities") that are collateralized by or evidence an interest in Vehicle Receivables and are rated in the highest available category by at least one nationally recognized statistical rating agency; and (iii) to negotiate, authorize, execute, deliver and assume the obligations of any agreement relating to the activities set forth in clauses (i) and (ii) above, including but not limited to any sale and servicing agreement, indenture, reimbursement agreement, credit support agreement, receivables purchase agreement or underwriting agreement or to engage in any lawful activity that is incidental to the activities contemplated by any such agreement. So long as any outstanding debt of the Seller or any Offered Securities are rated by any nationally recognized statistical rating organization, the Seller shall not issue notes or otherwise incur debt unless (A) the Seller has made a written request to the related nationally recognized statistical rating organization to issue notes or incur borrowings, which notes or borrowings are rated by the related nationally recognized statistical rating organization the same as or higher than the rating afforded such debt or securities, or (B) such notes or borrowings (I) are fully subordinated (and shall provide for payment only after payment in respect of all outstanding rated debt or Offered Securities) or are nonrecourse against any assets of the Seller other than the assets pledged to secure such notes or borrowings, (II) do not constitute a Claim against the Seller in the event such assets are insufficient to pay such notes or borrowings and (III) where such notes or borrowings are secured by the rated debt or Offered Securities, are fully 51 57 subordinated (and that shall provide for payment only after payment in respect of all outstanding rated debt or Offered Securities) to such rated debt or Offered Securities. (d) Notwithstanding any other provision of this Section and any provision of law, the Seller shall not do any of the following: (i) engage in any business or activity other than as set forth in clause (b) above; (ii) without the affirmative vote of a majority of the members of the board of directors of the Seller (which must include the affirmative vote of at least two duly appointed Independent Directors): (A) dissolve or liquidate, in whole or in part, or institute Proceedings to be adjudicated bankrupt or insolvent; (B) consent to the institution of bankruptcy or insolvency Proceedings against it; (C) file a petition seeking or consent to reorganization or relief under any applicable federal or state law relating to bankruptcy; (D) consent to the appointment of a receiver, liquidator, assignee, trustee, sequestrator (or other similar official) with respect to the corporation or a substantial part of its property; (E) make a general assignment for the benefit of creditors; (F) admit in writing its inability to pay its debts generally as they become due; or (G) take any corporate action in furtherance of the actions set forth in clauses (A) through (F) above; provided, however, that no director may be required by any shareholder of the Seller to consent to the institution of bankruptcy or insolvency Proceedings against the Seller so long as it is solvent; or (iii) merge or consolidate with any other corporation, company or entity or sell all or substantially all of its assets or acquire all or substantially all of the assets or capital stock or other ownership interest of any other corporation, company or entity (except for the acquisition of Vehicle Receivables and the sale of Vehicle Receivables to one or more trusts in accordance with the terms of paragraph (c) above, that shall not be otherwise restricted by this paragraph). Section 7.04. Limitation on Liability of Seller and Others. The Seller and any director, officer, employee or agent of the Seller may rely in good faith on any document of any kind, prima facie properly executed and submitted by any Person respecting any matters arising hereunder. The Seller and any director, officer, employee or agent of the Seller shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any Liability incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except for errors in judgment) in the performance of their respective duties hereunder, or by reason of reckless disregard of their respective obligations and duties hereunder. The Seller shall not be under any obligation to appear in, prosecute or defend any Proceeding that shall not be incidental to its obligations under this Agreement, and that in its opinion may involve it in any Liability. The indemnities contained in this Section shall survive the resignation or termination of the Owner Trustee or the termination of this Agreement. 52 58 Section 7.05. Seller Not to Resign. Subject to the provisions of Section 7.03, the Seller shall not resign from the obligations and duties hereby imposed on it as Seller hereunder. Section 7.06. Seller May Own Securities. The Seller and any Affiliate thereof may in its individual or any other capacity become the owner or pledgee of Securities with the same rights as it would have if it were not the Seller or an Affiliate thereof, except as expressly provided herein or in any other Basic Document. Securities so owned by or pledged to the Seller or such Affiliate shall have an equal and proportionate benefit under the provisions of this Agreement, without preference, priority or distinction as among all of the Notes or Certificates, as the case may be. 53 59 ARTICLE EIGHT THE SERVICER Section 8.01. Liability of Servicer; Indemnities. Subject to Section 9.02, the Servicer shall be liable in accordance herewith only to the extent of the obligations specifically undertaken by the Servicer under this Agreement. Such obligations shall include the obligation to indemnify, defend and hold harmless: (a) the Issuer, the Trustees and the Securityholders from and against any Losses (i) arising out of or resulting from the use, ownership or operation by the Servicer or any of its Affiliates of a Financed Vehicle and (ii) arising out of or imposed upon the Issuer, the Owner Trustee, the Indenture Trustee or any Securityholder, as the case may be, through the negligence, willful misfeasance or bad faith of the Servicer in the performance of its duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement; (b) the Issuer and the Trustees from and against any Taxes that may at any time be asserted against the Owner Trustee, the Indenture Trustee or the Issuer, as the case may be, with respect to the transactions contemplated herein (but not including any Taxes asserted with respect to, and as of the date of, the sale of the Receivables to the Issuer or the issuance and original sale of the Securities, or asserted with respect to ownership of the Receivables, or federal or other income Taxes arising out of distributions on the Securities) and costs and expenses in defending against the same; and (c) the Trustees from and against any Losses arising out of or incurred in connection with the acceptance or performance of the trusts and duties herein contained, except to the extent that such Loss (i) shall be due to the willful misfeasance, bad faith or negligence (except for errors in judgment) of the Owner Trustee or the Indenture Trustee, as the case may be; (ii) relates to any Tax other than the Taxes with respect to which either the Seller or Servicer shall be required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be; (iii) shall arise from the Owner Trustee's or the Indenture Trustee's breach of any of their respective representations or warranties set forth herein, in the Trust Agreement or in the Indenture; or (iv) shall be one as to which the Seller is required to indemnify the Owner Trustee or the Indenture Trustee, as the case may be. Indemnification under this Section shall survive the resignation or removal of the Owner Trustee or the Indenture Trustee or the termination of this Agreement and shall include reasonable fees and expenses of counsel and expenses of litigation. If the Servicer shall have made any indemnity payments pursuant to this Section and the Person to or on behalf of whom such payments are made thereafter collects any of such amounts from others, such Person shall promptly repay such amounts to the Servicer, without interest. 54 60 Section 8.02. Corporate Existence; Status as Servicer; Merger. The Servicer shall not consolidate with or merge into any other corporation or convey, transfer or lease all or substantially all of its assets as an entirety to any Person unless the corporation formed by such consolidation or into which the Servicer has merged or the Person that acquires by conveyance, transfer or lease substantially all the assets of the Servicer as an entirety can lawfully perform the obligations of the Servicer hereunder and executes and delivers to the Trustees an agreement in form and substance reasonably satisfactory to the Trustees, that contains an assumption by such successor entity of the due and punctual performance or observance of each covenant and condition to be performed or observed by the Servicer under this Agreement. Notice of any consolidation, merger or succession pursuant to this Section shall be sent by the Servicer to each Rating Agency. Section 8.03. Performance of Obligations. (a) The Servicer shall punctually perform and observe all of its obligations and agreements contained in this Agreement. (b) The Servicer shall not take any action, or permit any action to be taken by others, that would excuse any Person from any of its covenants or obligations under any of the Receivable Documents or under any other instrument included in the Trust Estate, or that would result in the amendment, hypothecation, subordination, termination or discharge of, or impair the validity or effectiveness of, any of the Receivable Documents or any such instrument, except as expressly provided herein and therein. Section 8.04. Servicer Not to Resign; Assignment. (a) The Servicer shall not resign from the duties and obligations hereby imposed on it except upon determination by its board of directors that by reason of change in applicable legal requirements the continued performance by the Servicer of its duties hereunder would cause it to be in violation of such legal requirements in a manner that would result in a material adverse effect on the Servicer or its financial condition, said determination to be evidenced by a resolution of its board of directors to such effect accompanied by an Opinion of Counsel, satisfactory to the Trustees, to such effect. No such resignation shall become effective unless and until (i) a new servicer acceptable to the Trustees is willing to service the Receivables and enters into a servicing agreement with the Trust in form and substance substantially similar to this Agreement and satisfactory to the Trustees and (ii) the Rating Agency Condition is satisfied with respect to the selection of such new servicer. No such resignation shall affect the obligation of the Servicer to purchase Receivables pursuant to Section 5.06. (b) Except as specifically permitted in this Agreement, the Servicer may not assign this Agreement or any of its rights, powers, duties or obligations hereunder; provided, that the Servicer may assign this Agreement in connection with a consolidation, merger, conveyance, transfer or lease made in compliance with Section 8.02. 55 61 (c) Except as provided in Sections 8.04(a) and 8.04(b), the duties and obligations of the Servicer under this Agreement shall continue until this Agreement shall have been terminated as provided in Section 10.01 or the Trust shall have been dissolved as provided by the terms of the Trust Agreement, and shall survive the exercise by the Owner Trustee or the Indenture Trustee of any right or remedy under this Agreement, or the enforcement by the Owner Trustee, the Indenture Trustee or any Securityholder of any provision of the Securities or this Agreement. (d) The resignation of the Servicer in accordance with this Section shall not affect the rights of the Seller hereunder. If the Servicer resigns pursuant to this Section, its appointment as custodian can be terminated pursuant to Section 3.07. Section 8.05. Limitation on Liability of Servicer and Others. (a) Neither the Servicer nor any of its directors, officers, employees or agents shall be under any Liability to the Issuer or the Securityholders, except as provided under this Agreement, for any action taken or for refraining from the taking of any action pursuant to this Agreement or for errors in judgment; provided, however, that this provision shall not protect the Servicer or any such Person against any Liability that would otherwise be imposed by reason of willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of duties or by reason of reckless disregard of obligations and duties under this Agreement. The Servicer and any director, officer, employee or agent of the Servicer may rely in good faith on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising under this Agreement. (b) The Servicer and any director, officer, employee or agent of the Servicer shall be reimbursed by the Owner Trustee or the Indenture Trustee, as the case may be, for any Liability incurred by reason of such Trustee's willful misfeasance, bad faith or negligence (except errors in judgment) in the performance of such Trustee's duties under this Agreement or by reason of reckless disregard of its obligations and duties under this Agreement. Except as provided in this Agreement, the Servicer shall be under no obligation to appear in, prosecute or defend any Proceeding that shall not be incidental to its duties to service the Receivables in accordance with this Agreement, and that in its opinion may involve it in any Liability; provided, however, that the Servicer may undertake such reasonable action as it may deem necessary or desirable in respect of (i) this Agreement and the other Basic Documents, (ii) the rights and duties of the parties to this Agreement and the other Basic Documents and (iii) the interests of the Securityholders under the Basic Documents. 56 62 ARTICLE NINE DEFAULT Section 9.01. Servicer Default. If any one of the following events (a "Servicer Default") shall occur and be continuing: (a) any failure by the Servicer (or the Seller, so long as Fleetwood Credit is the Servicer) to deliver (i) to the related Trustee for distribution to the Securityholders any required payment or (ii) a Servicer's Certificate with respect to any Payment Date or Distribution Date, which failure continues unremedied for three Business Days after discovery by an officer of the Servicer (or the Seller, so long as Fleetwood Credit is the Servicer), or written notice of such failure is given (A) to the Servicer or the Seller, as the case may be, by the related Trustee or (B) to the Seller or the Servicer, as the case may be, and to the related Trustee by Noteholders evidencing not less than 25% of the Voting Interest thereof, voting together as a single Class, or, if the Notes have been paid in full, by Certificateholders evidencing not less than 25% of the Voting Interest thereof; (b) any failure by the Servicer (or the Seller, so long as Fleetwood Credit is the Servicer) duly to observe or perform in any material respect any covenant or agreement in this Agreement, which failure materially and adversely affects the rights of the Securityholders and that continues unremedied for 60 days after the giving of written notice of such failure is given as described in clause (i) above; or (c) the occurrence of an Insolvency Event; then, and in each case, so long as such Servicer Default shall not have been remedied, the Indenture Trustee or Noteholders evidencing not less than 51% of the Voting Interest thereof (or, if the Notes have been paid in full and the Indenture has been discharged in accordance with its terms, by the Owner Trustee or Certificateholders evidencing not less than 51% of the Voting Interest thereof), voting together as a single class, by notice given in writing to the Servicer (and to the Indenture Trustee if given by Noteholders), may terminate all of the rights and obligations of the Servicer hereunder. On or after the receipt by the Servicer of such written notice, all authority and power of the Servicer hereunder, whether with respect to the Securities, the Receivables or otherwise, shall, without further action, pass to and be vested in the Indenture Trustee or such successor Servicer as may be appointed under Section 9.02; and, without limitation, the Indenture Trustee shall be hereby authorized and empowered to execute and deliver, on behalf of the predecessor Servicer, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer and endorsement of the Receivables and related documents, or otherwise. The predecessor Servicer shall cooperate with the successor Servicer and the Indenture Trustee in effecting the termination of the responsibilities and rights of the predecessor Servicer hereunder, including the transfer to the successor Servicer for administration by it of all cash amounts that shall at the time be held by the predecessor Servicer for deposit, shall have been deposited by the predecessor Servicer in the 57 63 Collection Account or shall thereafter be received with respect to a Receivable. All reasonable costs and expenses (including attorneys' fees) incurred in connection with transferring the Receivable Files to the successor Servicer and amending this Agreement to reflect such succession as Servicer pursuant to this Section shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such costs and expenses. Section 9.02. Indenture Trustee to Act; Appointment of Successor. Upon the Servicer's receipt of notice of termination pursuant to Section 9.01 or resignation pursuant to Section 8.04, the Indenture Trustee shall be the successor to the Servicer in its capacity as servicer under this Agreement, and shall be subject to all the responsibilities, duties and liabilities relating thereto placed on the Servicer by the terms and provisions of this Agreement, except that the Indenture Trustee shall not be obligated to purchase Receivables pursuant to Section 5.06, unless the obligation to repurchase arose after the date of the notice of termination given to the Servicer pursuant to Section 9.01 or be subject to any obligation of the Servicer to indemnify or hold harmless any Person as set forth in this Agreement arising from the acts or omissions of the previous Servicer. As compensation therefor, the Indenture Trustee shall be entitled to such compensation (whether payable out of the Collection Account or otherwise) as the Servicer would have been entitled to under this Agreement if no such notice of termination shall have been given. In the event that the Indenture Trustee is unwilling or unable so to act, it may appoint or petition a court of competent jurisdiction to appoint a successor with a net worth of at least $100,000,000 and the regular business of which includes the servicing of recreational vehicle or motor vehicle receivables. The Indenture Trustee may make such arrangements for compensation to be paid, which in no event may be greater than the servicing compensation paid to the Servicer hereunder. Notwithstanding such termination, the Servicer shall be entitled to payment of certain amounts payable to it prior to such termination, for services rendered prior to such termination. Pending appointment of any such successor Servicer, the Indenture Trustee shall act in such capacity as provided above. The Indenture Trustee and such successor shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Section 9.03. Repayment of Advances. If the identity of the Servicer shall change, the predecessor Servicer shall be entitled to receive reimbursement for outstanding Advances pursuant to Section 6.04 with respect to all Advances made by the predecessor Servicer. Section 9.04. Notices to Securityholders. Upon any termination of, or appointment of a successor to, the Servicer pursuant to this Article, the Owner Trustee shall give prompt written notice thereof to the Certificateholders at their respective addresses appearing in the Certificate Register, and the Indenture Trustee shall give prompt written notice thereof to the Noteholders at their respective addresses appearing in the Note Register and to each Rating Agency. Section 9.05. Waiver of Past Defaults. Noteholders evidencing not less than 51% of the Voting Interest thereof, or, if all Notes have been paid in full and the Indenture has been discharged in accordance with its terms, Certificateholders evidencing not less than 51% of the Voting Interest thereof (in the case of any default that does not adversely affect the Indenture Trustee or the Noteholders) may, on behalf of all Securityholders, waive in writing any Servicer 58 64 Default and its consequences, except a default in making any required deposits to or payments from any of the Trust Accounts in accordance with this Agreement or in respect of a covenant or provision hereof that cannot be modified without the consent of each Securityholder. Upon any such waiver of a past Servicer Default, such Servicer Default shall cease to exist, and any Servicer Default arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right consequent thereto. 59 65 ARTICLE TEN TERMINATION Section 10.01. Optional Purchase of All Receivables. On each Distribution Date following a Record Date as of which the Pool Balance is 10% or less of the 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, the Seller or the Servicer, or any successor to the Servicer, shall have the option to purchase the corpus of the Trust. To exercise such option, the Seller or the Servicer, or any successor to the Servicer, as the case may be, shall notify the Owner Trustee in writing, no later than the tenth day of the month in which the Record Date as of which such purchase is to be effected and, if there are any book-entry Securities, the Clearing Agency in accordance with the related Letter of Representations, and shall deposit pursuant to Section 6.06 in the Collection Account an amount equal to the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less Liquidation Expenses), such value to be determined by an appraiser mutually agreed upon by the Servicer and the Owner Trustee, and shall succeed to all interests in and to the Trust; provided, however, the Seller or the Servicer, or any successor to the Servicer, as the case may be, may not effect any such purchase if the long-term unsecured debt obligations of the related entity are rated less than Baa3, unless the Owner Trustee shall have received an Opinion of Counsel that such purchase will not constitute a fraudulent conveyance. The payment shall be made in the manner specified in Section 6.06(a)(i), and shall be distributed pursuant to Section 6.07. In the event that both the Seller and the Servicer, or any successor to the Servicer, elect to purchase the Receivables pursuant to this Section, the party first notifying the Owner Trustee (based on the Owner Trustee's receipt of such notice) shall be permitted to purchase the Receivables. Section 10.02. Sale of All Receivables. If none of the Seller, the Servicer or any successor to the Servicer exercises its optional termination right pursuant to Section 10.01 within 90 days after the last day of the Collection Period as of which such right can first be exercised, in accordance with the procedures and schedule set forth as Exhibit D hereto (the "Auction Procedures"), the Indenture Trustee shall conduct an auction (the "Auction") of the Receivables remaining in the Trust (such Receivables hereinafter referred to as the "Auction Property") in order to effect a termination of the Trust pursuant to Section 9.01(a)(iv) of the Trust Agreement on the second Distribution Date succeeding the last day of the 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. Fleetwood Credit may, but shall not be required to, bid at the Auction. The Indenture Trustee shall sell and transfer the Auction Property to the highest bidder therefor at the Auction provided that: (a) the Auction has been conducted in accordance with the Auction Procedures; 60 66 (b) the Indenture Trustee has received good faith bids for the Auction Property from at least two bidders; (c) one or more financial advisors, as advisor to the Indenture Trustee (each, an "Advisor"), shall have advised the Indenture Trustee in writing that at least two of such bidders (including the winning bidder) are participants in the market for motor vehicle retail installment sale contracts willing and able to purchase the Auction Property; (d) the highest bid in respect of the Auction Property is not less than the aggregate fair market value of the Auction Property (as set forth in a written opinion of the Advisor to the Indenture Trustee); (e) any bid submitted by Fleetwood Credit or any Affiliate of Fleetwood Credit shall reasonably represent the fair market value of the Auction Property, as independently verified and represented in writing by a qualified independent third party evaluator (which may include an investment banking firm), selected by the Indenture Trustee; and (f) the highest bid would result in proceeds from the sale of the Auction Property which will be at least equal to the sum of (i) the greater of (A) the aggregate Repurchase Amount for the Receivables (including Defaulted Receivables), plus the appraised value of any other property held by the Trust (less liquidation expenses) or (B) an amount that when added to amounts on deposit in the Collection Account that would constitute Available Funds for such second succeeding Distribution Date would result in proceeds sufficient to distribute the sum of (I) the Note Distributable Amount plus any unpaid Note Interest Carryover Shortfall and any unpaid Note Principal Carryover Shortfall with respect to one or more prior Distribution Dates and (II) the Certificate Distributable Amount plus any unpaid Certificate Interest Carryover Shortfall and any unpaid Certificate Principal Carryover Shortfall, and (ii) the sum of (A) an amount sufficient to reimburse the Servicer for any unreimbursed Advances and (B) the Servicing Fee payable on such final Distribution Date, including any unpaid Servicing Fees with respect to one or more prior Collection Periods. Provided that all of the conditions set forth in clauses (a) through (f) above have been met, the Indenture Trustee shall sell and transfer the Auction Property, without recourse, to such highest bidder in accordance with and upon completion of the Auction Procedures. The Indenture Trustee shall deposit the purchase price for the Auction Property in the Collection Account at least one Business Day prior to such second succeeding Distribution Date. In addition, the Auction must stipulate that the Servicer be retained to service the Receivables on terms substantially similar to those herein. In the event that any of such conditions are not met or such highest bidder fails or refuses to comply with any of the Auction Procedures, the Indenture Trustee shall decline to consummate such sale and transfer. In the event such sale and transfer is not consummated in accordance with the foregoing, however, the Indenture Trustee may from time to time in the future, but shall not under any further obligation to, solicit bids for sale of the assets of the Trust upon the same terms and conditions as set forth above. 61 67 ARTICLE ELEVEN MISCELLANEOUS Section 11.01. Amendment. (a) This Agreement may be amended by the parties hereto without the consent of any Securityholder, (i) to cure any ambiguity, to correct or supplement any provisions in this Agreement that are inconsistent with the provisions herein, or to add any other provisions with respect to matters or questions arising under this Agreement that shall not be inconsistent with the provisions of this Agreement, (ii) to add or provide for any credit enhancement for any Class of Notes or the Certificates, (iii) to the extent necessary to reflect a change in the timing of remittances by the Servicer pursuant to Section 6.02 or (iv) to change any provision applicable for determining the Specified Reserve Fund Balance or amount of any Servicer Letter of Credit; provided, however, that any such action shall not, as evidenced by an Opinion of Counsel, materially and adversely affect the interests of any Securityholder; and provided further, that in connection with any amendment pursuant to clause (iii) above, the Servicer shall deliver to the Owner Trustee a letter from each Rating Agency to the effect that such amendment will not cause a Rating Event. (b) This Agreement may also be amended from time to time by the parties hereto, with the consent of the Noteholders evidencing not less than 51% of the Voting Interest thereof and Certificateholders evidencing not less than 51% of the Voting Interest thereof, voting together as a single class, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Noteholders or the Certificateholders; provided, however, that no such amendment shall (i) except as otherwise provided in Section 11.01(a), increase or reduce in any manner the amount of or accelerate or delay the timing of collections of payments on or in respect of the Receivables or distributions on the Notes or the Certificates or (ii) reduce the aforesaid percentage of Voting Interests with respect to which the Noteholders or the Certificateholders are required to consent to any such amendment, without the consent of the Securityholders affected thereby. (c) It shall not be necessary for the consent of Securityholders pursuant to this Section to approve the particular form of any proposed amendment or consent, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining such consents and of evidencing the authorization of the execution thereof by Securityholders shall be subject to such reasonable requirements as the related Trustee may prescribe. (d) Prior to the execution of any amendment to this Agreement, each Trustee shall be entitled to receive and rely upon an Opinion of Counsel stating that the execution of such amendment is authorized or permitted by this Agreement. The Indenture Trustee or the Owner Trustee may, but shall not be obligated to, enter into any such amendment that affects such Trustee's own rights, duties or immunities under this Agreement or otherwise. 62 68 Section 11.02. Protection of Title to Trust. (a) Each of the Seller and the Servicer shall execute and file such financing statements and cause to be executed and filed such continuation statements, all in such manner and in such places as may be required by law fully to preserve, maintain and protect the interest of the Certificateholders, the Letter of Credit Bank, if any, and the Trustees in the Receivables and in the proceeds thereof. Each of the Seller and the Servicer shall deliver (or cause to be delivered) to the Trustees file-stamped copies of, or filing receipts for, any document filed as provided above, as soon as available following such filing. (b) Neither the Seller nor the Servicer shall change its name, identity or corporate structure in any manner that would, could or might make any financing statement or continuation statement filed by the Servicer in accordance with paragraph (a) above seriously misleading within the meaning of Section 9-402(7) of the UCC, unless it shall have given the Trustees at least 60 days' prior written notice thereof and shall have promptly filed appropriate amendments to all previously filed financing statements or continuation statements. (c) The Seller and the Servicer shall give the Trustees at least 60 days' prior written notice of any relocation of their respective principal executive offices if, as a result of such relocation, the applicable provisions of the UCC would require the filing of any amendment of any previously filed financing or continuation statement or of any new financing statement and shall promptly file any such amendment. The Servicer shall at all times maintain each office from which it shall service the Receivables, and its principal executive office, within the United States. (d) The Servicer shall maintain accounts and records as to each Receivable accurately and in sufficient detail to permit (i) the reader thereof to know at any time the status of such Receivable, including payments and recoveries made and payments owing (and the nature of each) and (ii) reconciliation between payments or recoveries on (or with respect to) each Receivable and the amounts from time to time deposited in the Collection Account in respect of such Receivable. (e) The Servicer shall maintain its computer systems so that, from and after the time of sale under this Agreement of the Receivables to the Trust, the Servicer's master computer records (including any back-up archives) that refer to a Receivable shall indicate clearly the interest of the Indenture Trustee in such Receivable and that such Receivable is owned by the Trust. Indication of the Trust's ownership of a Receivable shall be deleted from or modified on the Servicer's computer systems when, and only when, such Receivable shall have been paid in full, repurchased or assigned pursuant to this Agreement. (f) If at any time the Seller or the Servicer shall propose to sell, grant a security interest in or otherwise transfer any interest in any recreational vehicle receivables to any prospective purchaser, lender or other transferee, the Servicer shall give to such prospective purchaser, creditor or other transferee computer tapes, records or print-outs (including any 63 69 restored from back-up archives) that, if they shall refer in any manner whatsoever to any Receivable, shall indicate clearly that such Receivable has been sold and is owned by the Trust. (g) The Servicer shall permit the Trustees and their respective agents at any time during normal business hours and upon reasonable notice to inspect, audit and make copies of and abstracts from the Servicer's records regarding any Receivable. (h) Upon request, the Servicer shall furnish to the Trustees, within five Business Days of such request, a list of all Receivables (by contract number and name of Obligor) then held as part of the Trust, together with a reconciliation of such list to the Schedule of Receivables and to each of the Servicer's Certificates furnished before such request indicating removal of Receivables from the Trust. (i) The Servicer shall deliver to the Indenture Trustee promptly after the execution and delivery of this Agreement and of each amendment thereto, an Opinion of Counsel stating that, in the opinion of such Counsel, (i) all financing statements and continuation statements have been executed and filed that are necessary fully to preserve and protect the interest of the Indenture Trustee in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given or (ii) no such action shall be necessary to preserve and protect such interest. (j) The Seller shall, to the extent required by applicable law, cause the Securities to be registered with the Commission pursuant to Section 12(b) or 12(g) of the Exchange Act within the time periods specified in such sections. Section 11.03. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California and the obligations, rights, and remedies of the parties hereunder shall be determined in accordance with such laws, except that the duties of the Trustees shall be governed by the laws of the State of New York. Section 11.04. Notices. All demands, notices and communications under this Agreement shall be in writing and shall be delivered or mailed by registered or certified first class United States mail (postage prepaid, return receipt requested), hand delivery, prepaid courier service or telecopier, and addressed in each case as follows: (i) if the Seller or the Servicer, at 22840 Savi Ranch Parkway, Yorba Linda, California 92687, Attention: ___________, (ii) if to the Issuer or the Owner Trustee, at the Corporate Trust Office (with, in the case of the Issuer, a copy to the Seller), (iii) if the Indenture Trustee, at ________________, Attention: _____________, (iv) if to Moody's, at 99 Church Street, New York, New York 10007, Attention: ABS Monitoring Department, (v) if to Standard & Poor's, at 26 Broadway, 15th Floor, New York, New York 10004, Attention: Asset Backed Surveillance Department, or (vi) with respect to any of the foregoing Persons, at such other address as shall be designated by such Person in a written notice to the other foregoing Persons. Delivery shall occur only upon actual receipt or rejected tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. Any notice required or permitted to be to be mailed to a Securityholder shall be given by first class mail, postage prepaid, at the address of 64 70 such Holder as shown in the Note Register or the Certificate Register, as the case may be. Any notice so mailed within the time prescribed herein shall be conclusively presumed to have been duly given, whether or not such Securityholder shall receive such notice. Section 11.05. Severability of Provisions. If one or more of the covenants, agreements, provisions or terms of this Agreement (including any amendment or supplement hereto) shall be for any reason whatsoever held invalid or unenforceable, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement, as the same may be amended or supplemented, and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions or terms of this Agreement or any amendment or supplement hereto or of the Notes or Certificates or the rights of the related Securityholders. Section 11.06. Assignment. Notwithstanding anything to the contrary contained herein, as provided in Sections 7.03 and 8.02, this Agreement may not be assigned by the Seller or the Servicer without the prior written consent of Noteholders of each Class evidencing not less than 66 2/3% of the Voting Interest of such Class and Certificateholders evidencing not less than 66 2/3% of the Voting Interest thereof. Section 11.07. Third Party Beneficiaries. Except as otherwise specifically provided herein, the parties hereto hereby manifest their intent that no third party shall be deemed a third party beneficiary of this Agreement, and specifically that the Obligors are not third party beneficiaries of this Agreement. Section 11.08. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 11.09. Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 11.10. Assignment by Issuer. The Seller hereby acknowledges and consents to any mortgage, pledge, assignment and grant of a security interest by the Issuer to the Indenture Trustee pursuant to the Indenture for the benefit of the Noteholders of all right, title and interest of the Issuer in, to and under the Receivables or the assignment of any or all of the Issuer's rights and obligations hereunder to the Indenture Trustee. Section 11.11. Limitation of Liability of Owner Trustee. Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by ______________ not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall ______________ in its individual capacity or any beneficial owner of the Issuer have any Liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer 65 71 hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. 66 72 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective officers as of the day and year first above written. THE FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST, as Issuer By: ----------------------------------, as Owner Trustee By: ---------------------------------- Name: Title: FLEETWOOD CREDIT RECEIVABLES CORP., as Seller By: ---------------------------------- Name: Title: FLEETWOOD CREDIT CORP., as Servicer By: ---------------------------------- Name: Title: Acknowledged and accepted as of the day and year first above written: - --------------------------------, as Indenture Trustee By: ---------------------------- Name: Title: 67 73 SCHEDULE A SCHEDULE OF RECEIVABLES [Omitted--Schedule of Receivables on file at the offices of the Seller, the Servicer, the Owner Trustee and the Indenture Trustee.] SA-1 74 SCHEDULE B LOCATION OF RECEIVABLE FILES SB-1 75 EXHIBIT A [FORM OF SERVICER LETTER OF CREDIT] ____________, _____ Credit No. ___________ __________________________________ __________________________________ __________________________________ __________________________________ Attention: Corporate Trust Office Ladies and Gentlemen: At the request and for the account of our customer, Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"), we (the "Letter of Credit Bank") hereby establish in your favor this Servicer Letter of Credit, wherein you, as trustee (the "Trustee") under that certain Trust Agreement (the "Trust Agreement") dated as of ________, 199 , between Fleetwood Credit Receivables Corp, a California corporation. ("FCRC"), as seller (the "Seller"), and you, pursuant to which $______________ in aggregate principal amount of ____% Money Market Asset Backed Notes, Class A-1, ____% Floating Rate Asset Backed Notes, Class A-2, ____% Asset Backed Notes, Class A-3 (collectively, the "Notes"), and ____% Asset Backed Certificates (the "Certificates" and, together with the Notes, the "Securities") of the Fleetwood Credit RV Receivables 199 - Owner Trust (the "Trust") have been issued, are hereby irrevocably authorized to draw upon the terms and conditions hereinafter set forth, in an aggregate amount not exceeding $_______ (hereinafter, as reduced from time to time in accordance with the provisions hereof, the "Stated Amount"). This Servicer Letter of Credit is effective immediately and expires at the close of business on __________, ____ (the "Expiration Date") at the counters of the Letter of Credit Bank's _____________ Branch. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in that certain sale and servicing agreement, dated as of ___________, 199 (the "Sale and Servicing Agreement"), among the Trust, the Seller and Fleetwood Credit, as servicer. Funds under this Servicer Letter of Credit are available to you against your written certificate signed by one who states therein that he is your duly authorized officer, appropriately completed, in the form of Annex 1 hereto for payment of certain amounts due from, but unpaid by, Fleetwood Credit under the Basic Documents. A-1 76 We hereby agree that each demand made under and in compliance with the terms of this Servicer Letter of Credit will be duly honored by us upon due delivery of the certificate(s), as specified above, appropriately completed (together with such enclosures, if any, required thereby), if presented as specified on or before the expiration date hereof. If a presentation in respect of payment is made by you hereunder at or prior to 12:00 Noon, [LOS ANGELES] time, on a Business Day, and provided that the documents so presented conform to the terms and conditions hereof, payment shall be made to you of the amount specified, in immediately available funds, not later than 9:00 a.m., [LOS ANGELES] time, on the following Business Day. If a presentation in respect of payment is made by you hereunder after 12:00 Noon, [LOS ANGELES] time, on a Business Day, such presentation shall be deemed to have been made prior to 12:00 Noon, [LOS ANGELES] time, on the next succeeding Business Day. You agree to use your best efforts to provide us telephonic notice at the time any presentation in respect of payment is made hereunder; provided, however, that failure to provide such telephonic notice shall not affect our obligation to make payment in respect of any such presentation in respect of payment. If requested by you, payment under this Servicer Letter of Credit will be wire transferred to an account specified by you in the related certificate. As used herein, "Business Day" shall mean any day other than a Saturday, a Sunday, or a day on which you or banking institutions in New York, New York or [LOS ANGELES], California shall be authorized or obligated by law, executive order or governmental decree to be closed. If a drawing made by you hereunder does not, in any instance, conform to the terms and conditions of this Servicer Letter of Credit, we shall give you prompt notice that the purported drawing was not effected in accordance with the terms and conditions of this Servicer Letter of Credit, stating the reasons therefor and that we are holding any documents presented in connection therewith at your disposal or are returning the same to you, as we may elect. Only you, as Owner Trustee, may make a drawing under this Servicer Letter of Credit. Upon the payment of the amount specified in the related certificate(s) presented hereunder, we shall be fully discharged of our obligation under this Servicer Letter of Credit with respect to such certificate(s) and we shall not thereafter be obligated to make any further payments under this Servicer Letter of Credit in respect of such certificate(s) to you or any other person. By paying to you an amount demanded in accordance herewith, we make no representation as to the correctness of the amount demanded. This Servicer Letter of Credit shall automatically terminate at our close of business in [LOS ANGELES], California on the first to occur of the following dates (the "Termination Date"): (i) the Expiration Date, or if said date shall not be a Business Day, on the Business Day next succeeding said date, (ii) the date of receipt by us of your written certificate signed by your authorized officer, appropriately completed, in the form of Annex 2 hereto, (iii) the payment by us of the final drawing available to be made hereunder or (iv) on the date specified in our letter to you in the form of Annex 5 hereto. If we are not then in default hereunder by reason of our having wrongfully failed to honor a demand for payment hereunder, this Servicer Letter of Credit shall be promptly surrendered to us upon the Termination Date. A-2 77 Drawings in respect of payments hereunder honored by us shall not, in the aggregate, exceed the Stated Amount in effect immediately prior to such drawing. Each drawing honored by us hereunder shall pro tanto reduce the Stated Amount in effect immediately prior to such drawing. The Stated Amount under the Servicer Letter of Credit shall be automatically further reduced at the close of business on the 15th day of each month, or if such day is not a Business Day, the next following Business Day, commencing on __________ 15, ____ (each, a "Reset Date"), so that the Stated Amount at the close of business on such Reset Date will equal the lesser of (i) the Stated Amount as theretofore in effect or (ii) the product of $_________ and the Reset Percentage; provided that the Stated Amount as of the close of business on any Reset Date shall be further reduced if the Stated Amount would otherwise exceed the Pool Balance. For purposes of this Servicer Letter of Credit, the Reset Percentage on any Reset Date shall be equal to a fraction the numerator of which is the number of Receivables in the Trust at the close of business on the last day of the calendar month preceding the calendar month in which such Reset Date occurs (as evidenced by the Servicer's Certificate for such calendar month) and the denominator of which is the original number of Receivables in the Trust as of _______________. Although the adjustment on each Reset Date shall occur automatically, by acceptance of this Servicer Letter of Credit you agree on or as soon as practicable following each Reset Date on which any reduction has been effected pursuant to the preceding sentence, and in any event within one Business Day after our written request (which may be by telex or telecopier) on any subsequent date on which a drawing certificate is presented hereunder, to deliver to us your certificate in the form of Annex 3 hereto (each, a "Reduction Certificate"), appropriately completed, setting forth the calculation of the Stated Amount as so adjusted; but the failure to deliver such Reduction Certificate shall not otherwise affect the effectiveness of any such reduction. This Servicer Letter of Credit shall be governed by the internal laws of the State of California, including, without limitation, Article 5 of the Uniform Commercial Code as in effect in the State of California. This Servicer Letter of Credit shall be supplemented by the provisions (to the extent that such provisions are not inconsistent with this Servicer Letter of Credit and said Article 5) of the Uniform Customs and Practice for Documentary Credits (1993 Revision), International Chamber of Commerce, Publication No. 500, except Article 45 thereof. All documents presented to us in connection with any demand for payment hereunder, as well as all notices and other communications to us in respect of this Servicer Letter of Credit shall be in writing, or shall be transmitted by tested telex or telecopier (promptly confirmed in either case in writing), and shall be addressed to us at ___________________, specifically referring thereon to this Servicer Letter of Credit by number. You may transfer your rights under this Servicer Letter of Credit in their entirety (but not in part) to any transferee who has succeeded you as trustee pursuant to the Basic Documents and such transferred rights may be successively transferred. The transfer of your rights under this Servicer Letter of Credit to any such transferee shall be effected upon the presentation to us of A-3 78 this Servicer Letter of Credit accompanied by a transfer letter in the form attached hereto as Annex 4. This Servicer Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way be modified, amended, amplified or limited by reference to any document, instrument or agreement referred to herein (including, without limitation, the Certificates), except only Annexes 1 through 5 hereto; and any such reference shall not be deemed to incorporate herein by reference any document, instrument or agreement except as set forth above. Very truly yours, ------------------------------- By: --------------------------- Name: Title: A-4 79 ANNEX 1 TO SERVICER LETTER OF CREDIT NO. ___ CERTIFICATE FOR "ANNEX 1 DRAWING" The undersigned, ___________________, as trustee (the "Owner Trustee"), acting through the undersigned duly authorized officer of the Owner Trustee, hereby certifies to _____________________ (the "Letter of Credit Bank"), with reference to the Bank's Servicer Letter of Credit No. __________ (the "Servicer Letter of Credit"; any capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Servicer Letter of Credit) issued in favor of the Owner Trustee, that: (1) The Owner Trustee is the Owner Trustee under the Basic Documents. (2) Fleetwood Credit, as servicer ("Servicer") under the Basic Documents, has notified us, as Owner Trustee under the Basic Documents, pursuant to a Servicer's Certificate (a copy of which is attached hereto) furnished pursuant to Section 5.08 of the Sale and Servicing Agreement that the following amount was required to be remitted by the Servicer to the Collection Account pursuant to the Sale and Servicing Agreement with respect to the Distribution Date occurring on [insert applicable Distribution Date]: $[insert amount required to be remitted]. (3) Fleetwood Credit has failed to deposit the following portion of amounts owed by it with respect to such Distribution Date as set forth in paragraph (2) above: $[insert amount of deficiency]. (4) The Owner Trustee is making a drawing under the Servicer Letter of Credit in the amount of $__________ which amount equals the lesser of (a) the amount set forth in paragraph (3) and (b) the amount identified by the Servicer in the Servicer's Certificate referred to in paragraph (2) above as being available on the date hereof to be drawn under the Servicer Letter of Credit. (5) The Owner Trustee has not received notice from Fleetwood Credit or any other person or entity contesting the accuracy of such Servicer's Certificate. (6) The account to which payment under the Servicer Letter of Credit is to be wire transferred is Account No. __________, maintained at ________________________. A-5 80 IN WITNESS WHEREOF, the Owner Trustee has executed and delivered this certificate as of the _____ day of ___________. ------------------------------- as Owner Trustee By: --------------------------- Name: Title: A-6 81 ANNEX 2 TO SERVICER LETTER OF CREDIT NO. ___ CERTIFICATE FOR THE TERMINATION OF SERVICER LETTER OF CREDIT NO. ___ The undersigned, a duly authorized officer of _______________, as trustee (the "Owner Trustee"), hereby certifies to __________________ (the "Letter of Credit Bank") with reference to the Servicer Letter of Credit Bank's Irrevocable Servicer Letter of Credit No. __________ (the "Servicer Letter of Credit"; capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Servicer Letter of Credit) issued in favor of the Owner Trustee, that [the Sale and Servicing Agreement has been terminated in accordance with its terms and the Collection Account defined therein contains sufficient funds to pay in full all outstanding Securities issued thereunder] or [in accordance with Section 4.01 of the Sale and Servicing Agreement, the Servicer Letter of Credit has been terminated on the date hereof] or [the Owner Trustee has received the Letter of Credit Bank's letter in the form of Annex 5 to the Servicer Letter of Credit].* Accordingly, we herewith return to you for cancellation the Servicer Letter of Credit which is terminated, as of the date hereof, pursuant to its terms. Date: __________________ ----------------------------- as Owner Trustee By: ------------------------- Authorized Officer - ------------------------------------- * Select appropriate alternative. A-7 82 ANNEX 3 TO SERVICER LETTER OF CREDIT NO. ___ CERTIFICATE FOR THE REDUCTION OF THE STATED AMOUNT OF SERVICER LETTER OF CREDIT NO. ___ The undersigned, a duly authorized officer of _____________________, as trustee (the "Owner Trustee"), hereby certifies to _______________ (the "Letter of Credit Bank") with reference to the Letter of Credit Bank's Servicer Letter of Credit No. __________ (the "Servicer Letter of Credit"; capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Servicer Letter of Credit) issued in favor of the Owner Trustee, that: (1) The Owner Trustee is the Owner Trustee under the Basic Documents. (2) On the basis of the Servicer's Certificate attached hereto, the Owner Trustee hereby confirms that effective [insert Reset Date] the Stated Amount of the Servicer Letter of Credit has been reduced from $__________ to $__________, which amount equals the product of $__________ and the Reset Percentage; provided that if the Stated Amount would exceed the Pool Balance set forth in such certificate as of the end of last month, the Stated Amount shall be reduced to the amount of the Pool Balance. (3) This Certificate has been prepared and presented in strict compliance with the terms of the Sale and Servicing Agreement and the Servicer Letter of Credit. IN WITNESS WHEREOF, the Owner Trustee has executed and delivered this certificate as of the _______ day of __________, ____. , ------------------------------ as Owner Trustee By: --------------------------- Name: Title: A-8 83 ANNEX 4 TO SERVICER LETTER OF CREDIT NO. ___ _____________, _____ __________________________________ __________________________________ __________________________________ __________________________________ Re: Servicer Letter of Credit No. _________ Ladies and Gentlemen: For value received, the undersigned beneficiary hereby irrevocably transfers to: ---------------------------------- (Name and Address of Transferee) all rights of the undersigned beneficiary to draw under the above-captioned Servicer Letter of Credit (the "Servicer Letter of Credit"). The transferee has succeeded the undersigned as Owner Trustee under the Sale and Servicing Agreement (as defined in the Servicer Letter of Credit). By this transfer, all rights of the undersigned beneficiary in the Servicer Letter of Credit are transferred to the transferee and the transferee shall hereafter have the sole rights as beneficiary thereof; provided, however, that no rights shall be deemed to have been transferred to the transferee until such transfer complies with the requirements of the Servicer Letter of Credit pertaining to transfers. The Servicer Letter of Credit is returned herewith and in accordance therewith we ask that this transfer be effective and that you cause the transfer of the Servicer Letter of Credit to A-9 84 our transferee or that, if so requested by the transferee, you cause the issuance of a new Servicer Letter of Credit in favor of the transferee with provisions consistent with the Servicer Letter of Credit. Very truly yours, -------------------------------------- as predecessor Owner Trustee By: ---------------------------------- Name: Title: A-10 85 ANNEX 5 TO SERVICER LETTER OF CREDIT NO. ___ ________,___ [Insert name of Beneficiary] [Address] Attention: _______________ Re: Servicer Letter of Credit No. ____ of __________ Ladies and Gentlemen: On the date hereof we have received notice from Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"), that its short-term rating has been upgraded to [the Required Servicer Rating] by [insert name of applicable Rating Agency]. [On the date hereof, as a result of such upgrading] or [At the close of business on the [immediately] [second]* succeeding Distribution Date (as defined in the Servicer Letter of Credit) following the date hereof, as a result of such downgrading]**, the Servicer Letter of Credit is hereby terminated. Please deliver the Servicer Letter of Credit to us for cancellation as soon as practicable following such date, accompanied by your certificate in the form of Annex 2 to the Servicer Letter of Credit. Very truly yours, ------------------------------ By: ---------------------------- Name: Title: - ------------------------------- * Insert "immediately" if the date of this letter is after the 15th day of the month. Insert "second" if the date of this letter is on or prior to the 15th day of the month. ** Select appropriate alternative. A-11 86 EXHIBIT B FORM OF TRANSFER AGREEMENT TRANSFER NO. __ OF SUBSEQUENT RECEIVABLES, dated __________, 199__, among FLEETWOOD CREDIT CORP., a California corporation ("Fleetwood Credit"), FLEETWOOD CREDIT RECEIVABLES CORP., a California corporation (the "Seller"), and _______________, as trustee (the "Trustee") pursuant to the Sale and Servicing Agreement referred to below. W I T N E S S E T H: WHEREAS, Fleetwood Credit, the Seller and the Trustee are parties to the Sale and Servicing Agreement, dated as of _________ 1, 199 (the "Sale and Servicing Agreement"); WHEREAS, Fleetwood Credit and the Seller are parties to the Receivables Purchase Agreement, dated as of _________ 1, 199 (the "Receivables Purchase Agreement"); WHEREAS, pursuant to the Receivables Purchase Agreement, Fleetwood Credit desires to convey certain Subsequent Receivables (as hereinafter defined) to the Seller and pursuant to the Sale and Servicing Agreement and this Agreement the Seller desires to convey such Subsequent Receivables to the Trust; and WHEREAS, the Trustee is willing to accept such conveyance subject to the terms and conditions hereof; NOW, THEREFORE, the Trustee, the Seller and Fleetwood Credit hereby agree as follows: Section 1. Defined Terms. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. "Agreement" means this Transfer Agreement and all amendments and supplements hereto. "Subsequent Cutoff Date" means, with respect to the Subsequent Receivables conveyed hereby, ________ 1, 199__. "Subsequent Receivables" means the Receivables identified on the supplement to Schedule A to the Sale and Servicing Agreement attached hereto. B-1 87 "Subsequent Transfer Date" means, with respect to the Subsequent Receivables conveyed hereby, __________, 199__. Section 2. Schedule of Receivables. Annexed hereto is a supplement to Schedule A to the Sale and Servicing Agreement listing the Subsequent Receivables to be conveyed by the Seller to the Trust pursuant to this Agreement on the Subsequent Transfer Date. Section 3. Conveyance of Subsequent Receivables. Subject to the conditions set forth in Section 5, in consideration of the Trustee's delivery on behalf of the Trust to or upon the order of the Seller of an amount equal to $__________ (i.e., the aggregate Principal Balance of the Subsequent Receivables as of the Subsequent Cutoff Date), the Seller does hereby sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the Seller's obligations hereunder): (a) all right, title and interest of the Seller in and to the Subsequent Receivables listed on Schedule A 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 3.02 or 10.01 of the Sale and Servicing Agreement or the purchase of such Subsequent Receivables by Fleetwood Credit pursuant to Section 5.06 or 10.01 of the Sale and Servicing Agreement) on or after the Subsequent Cutoff Date; (b) the interest of the Seller in the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such Subsequent Receivables; (c) the interest of the Seller in any Liquidation Proceeds, in any proceeds of any physical damage Insurance Policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability Insurance Policies relating to such Subsequent Receivables or the related Obligors; (d) the interest of the Seller in any proceeds from Dealer repurchase obligations relating to such Subsequent Receivables; and (e) all proceeds of the foregoing. Section 4. Representations and Warranties of the Seller. (a) The Seller does hereby make the following representations on which the Trustee may rely in accepting the Subsequent Receivables in trust pursuant to the Sale and Servicing Agreement. The representations shall speak as of the execution and delivery of this Agreement and as of the Subsequent Transfer Date, and in each case shall survive the sale, transfer and assignment of the Subsequent Receivables to the Trustee. (i) Organization and Good Standing. The Seller shall have been duly organized and shall be validly existing as a corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct B-2 88 its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall now have, power, authority and legal right to acquire, own and sell the Subsequent Receivables. (ii) Due Qualification. The Seller shall be duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications. (iii) Power and Authority. The Seller shall have the power and authority to execute and deliver this Agreement and to carry out its terms; the Seller shall have full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and shall have duly authorized such sale and assignment to the Trustee by all necessary corporate action; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Seller by all necessary corporate action. (iv) Valid Sale; Binding Obligations. This Agreement shall evidence a valid sale, transfer and assignment of the Subsequent Receivables, enforceable against creditors of and purchasers from the Seller; and shall constitute a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a Proceeding in equity or at law. (v) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Seller, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Seller is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement, the Receivables Purchase Agreement and the Sale and Servicing Agreement); nor violate any law or, to the best of the Seller's knowledge, any order, rule or regulation applicable to Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties. (vi) No Proceedings. There are no Proceedings or investigations pending or, to the best knowledge of the Seller, threatened against the Seller before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties: (A) asserting the invalidity of this Agreement, (B) seeking to prevent the consummation of any of the transactions B-3 89 contemplated by this Agreement, or (C) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement. (b) The Seller does hereby make the following representations and warranties as to the Subsequent Receivables on which the Trustee may rely in accepting the Subsequent Receivables in trust. The representations shall speak as of the execution and delivery of this Agreement and as of the Subsequent Transfer Date, and in each case shall survive the sale, transfer and assignment of the Subsequent Receivables to the Trustee. (i) Characteristics of Subsequent Receivables. Each Subsequent Receivable (A) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by Fleetwood Credit from such Dealer under an agreement with Fleetwood Credit and shall have been validly assigned by such Dealer to Fleetwood Credit in accordance with its terms and shall have been subsequently sold by Fleetwood Credit to the Seller; (B) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of Fleetwood Credit in the related Financed Vehicle, which security interest has been assigned by Fleetwood Credit to the Seller, and shall be assignable, and shall be so assigned, by the Seller to the Trustee; (C) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against the collateral of the benefits of the security; (D) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Subsequent Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at its APR; and (E) shall provide for, in the event that such Subsequent Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR. (ii) Schedule of Receivables. The information set forth in the supplement to the Schedule of Receivables annexed hereto shall be true and correct in all material respects as of the opening of business on the Subsequent Cutoff Date, and no selection procedure adverse to the Certificateholders shall have been utilized in selecting the Subsequent Receivables from those Receivables of Fleetwood Credit which met the selection criteria set forth in this Section. (iii) Compliance with Law. Each Subsequent Receivable and each sale of the related Financed Vehicle shall have complied at the time it was originated or made, and shall comply at the time of execution of this Agreement in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z, state adaptations of the National Consumer B-4 90 Act and of the Uniform Consumer Credit Code and other consumer credit, equal credit opportunity and disclosure laws. (iv) Binding Obligation. Each Subsequent Receivable shall constitute the genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation and other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity regardless of whether such enforceability shall be considered in a Proceeding in equity or at law. (v) No Government Obligor. None of the Subsequent Receivables shall be due from the United States or any state or local government thereof or from any agency, department or instrumentality of the United States or any state or local government. (vi) Security Interest in Financed Vehicles. Immediately prior to the sale, assignment and transfer thereof, each Subsequent Receivable shall be secured by a validly perfected first security interest in the related Financed Vehicle in favor of Fleetwood Credit as secured party or all necessary and appropriate action with respect to such Subsequent Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of Fleetwood Credit as secured party. (vii) Receivables in Force. No Subsequent Receivable shall have been satisfied, subordinated or rescinded, nor shall any related Financed Vehicle have been released from the Lien granted by the related Subsequent Receivable in whole or in part. (viii) No Waiver. No provision of a Subsequent Receivable shall have been waived in such a manner that such Subsequent Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto. (ix) No Amendments. No Subsequent Receivable shall have been amended in such a manner that such Subsequent Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto. (x) No Defenses. No facts shall be known to the Seller that would give rise to any right of rescission, setoff, counterclaim or defense, nor shall the same have been asserted or threatened with respect to any Subsequent Receivable. (xi) No Liens. To the knowledge of the Seller, no Liens or Claims shall have been filed, including Liens for work, labor or materials relating to a Subsequent Financed Vehicle, that shall be liens prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Subsequent Receivable. (xii) No Default. Except for payment defaults continuing for a period of not more than 30 days as of the Subsequent Cutoff Date, no default, breach, violation or B-5 91 event permitting acceleration under the terms of any Subsequent Receivable shall have occurred; and no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Subsequent Receivable shall have arisen; and the Seller shall not have waived any of the foregoing. (xiii) Insurance. Fleetwood Credit, in accordance with its customary servicing procedures, shall have determined that each Obligor has obtained physical damage insurance covering the related Financed Vehicle. (xiv) Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Subsequent Receivables from the Seller to the Trust and that the beneficial interest in and title to the Subsequent Receivables not be a part of the debtor's estate in the event of a filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Subsequent Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Trustee, and no provision of a Subsequent Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Subsequent Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Trustee, for the benefit of the Certificateholders, shall have good and marketable title to each Subsequent Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the UCC. (xv) Lawful Assignment. No Subsequent Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Subsequent Receivable under the Agreement or pursuant to transfers of the Certificates shall be unlawful, void or voidable. (xvi) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Trustee a first perfected ownership interest in the Subsequent Receivables shall have been made. (xvii) One Original. There shall be only one original executed copy of each Subsequent Receivable. (xviii) Additional Representations and Warranties. (A) Each Subsequent Receivable shall have an original maturity of not less than ___ months nor greater than ___ months and, as of the Subsequent Cutoff Date, a scheduled remaining maturity of not less than ___ months nor greater than ___ months; (B) the weighted average remaining term of the Receivables (including the Subsequent Receivables) as of the Subsequent Transfer Date shall not be greater than ___ months; (C) each Subsequent Receivable shall have an Annual Percentage Rate equal to or greater than ____% and equal to or less than ____%; (D) the weighted average APR of the Receivables (including the Subsequent B-6 92 Receivables) is not less than ____%; (E) each Subsequent Receivable shall have no payment that is more than 30 days past due as of the related Subsequent Cutoff Date; (F) such Subsequent Receivables were originated on or prior to __________, 199__; and (G) the related Receivable Files shall be kept at one or more of the locations listed in Schedule B to the Sale and Servicing Agreement. Section 5. Conditions Precedent. The obligation of the Trust to acquire the Subsequent Receivables hereunder is subject to the satisfaction, on or prior to the Subsequent Transfer Date, of the following conditions precedent: (a) Representations and Warranties. Each of the representations and warranties made by (i) Fleetwood Credit in Section 2.03 of the Receivables Purchase Agreement and (ii) the Seller in Section 4 of this Agreement and Section 3.01 of the Sale and Servicing Agreement, shall be true and correct as of the date of this Agreement and as of the Subsequent Transfer Date. (b) Sale and Servicing Agreement Conditions. Each of the conditions set forth in Section 2.02(b) to the Sale and Servicing Agreement shall have been satisfied. (c) Receivables Purchase Agreement Conditions. Fleetwood Credit shall have complied with the requirements of Section 2.03 of the Receivables Purchase Agreement and shall have delivered all documents required to be delivered pursuant to Section 2.01 of the Receivables Purchase Agreement. (d) Security Interest Perfection. In connection with the conveyance contemplated by this Agreement, the Seller agrees to record and file, at its own expense, a financing statement with respect to the related Subsequent Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9105 of the UCC as in effect in the State of California) meeting the requirements of applicable state law in such manner as is sufficient to perfect the sale and assignment of such Subsequent Receivables to the Trust, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filing with the file-stamped copy of each such filing to be provided to the Trustee in due course), as soon as is practicable after the Seller's receipt thereof. In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Subsequent Transfer Date (i) to annotate and indicate in its computer files that the Subsequent Receivables have been transferred to the Trust pursuant to the Agreement and (ii) to deliver to the Trustee a computer file printed or microfiche list containing a true and complete list of all such Subsequent Receivables, identified by account number and by the Principal Balance of each Subsequent Receivable as of the related Subsequent Cutoff Date. B-7 93 (e) Additional Information. The Seller shall have delivered to the Trustee on behalf of the Trust such information as was reasonably requested by the Trustee on behalf of the Trust to satisfy itself as to (i) the accuracy of the representations and warranties set forth in Section 4 of this Agreement and Section 3.01 of the Sale and Servicing Agreement and (ii) the satisfaction of the conditions set forth in this Section. The Trustee shall not be required to investigate or otherwise verify satisfaction of the conditions listed above, but shall be entitled to conclusively rely upon Opinions of Counsel and Officer's Certificates of the Servicer confirming such fulfillment. Section 6. Ratification of Agreement. As supplemented by this Agreement, the Sale and Servicing Agreement is in all respects ratified and confirmed and the Sale and Servicing Agreement as so supplemented by this Agreement shall be read, taken and construed as one and the same instrument. Section 7. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California and the obligations, rights and remedies of the parties under this Agreement shall be determined in accordance with such laws; provided, however, the immunities, authority and standard of care of the Trustee shall be governed by the jurisdiction in which its principal office is located. B-8 94 IN WITNESS WHEREOF, the Trustee, Fleetwood Credit and the Seller have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written. FLEETWOOD CREDIT CORP. By: ---------------------------------- Name: Title: FLEETWOOD CREDIT RECEIVABLES CORP. By: ---------------------------------- Name: Title: --------------------------------, as Trustee By: ---------------------------------- Name: Title: B-9 95 EXHIBIT C AUCTION PROCEDURES The following sets forth the auction procedures (the "Auction Procedures") to be followed in connection with a sale effected pursuant to Section 10.02 of the Sale and Servicing Agreement, dated as of __________ 1, 199 (the "Agreement"), among Fleetwood Credit Receivables Corp., as Seller, Fleetwood Credit Corp., as Servicer, and the Fleetwood Credit RV Receivables 199 - Owner Trust (the "Trust"). 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 Indenture 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 Securities; (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 Indenture Trustee to sell the Auction Property as set forth in Section 10.02 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 Securities. (c) The Indenture 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 Indenture Trustee, the Servicer acting in its capacity under the Agreement will select a successor Advisor and inform the Indenture 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 C-1 96 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 Indenture 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 Indenture 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 10.02 of the Agreement) will be due on a conforming basis on the bid sheet contained in the solicitation package. (d) If the Indenture 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 Indenture 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 Indenture 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 Indenture 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 Collection 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 5.05 of the Agreement). (g) Either Underwriter, in its capacity as Advisor to the Indenture Trustee, will provide to the Indenture 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. C-2 97 (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. C-3 98 EXHIBIT D [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 - Owner Trust Asset-Backed Securities Dear Sirs: Reference is made to that certain Sale and Servicing Agreement, dated as of ____________ 1, 199 (the "Sale and Servicing Agreement"), among Fleetwood Credit Corp., as servicer (the "Servicer"), Fleetwood Credit Receivables Corp., as seller (the "Seller"), and the Fleetwood Credit RV Receivables 199 - Owner Trust (the "Trust"). Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Sale and Servicing Agreement. Pursuant to Section 2.02 of the Sale 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; (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 D-1 99 (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: D-2 EX-10.3 12 FORM OF TRANSFER AGREEMENT 1 EXHIBIT 10.3 TRANSFER AGREEMENT TRANSFER NO. ___ OF SUBSEQUENT RECEIVABLES, dated ____________, 199__, among FLEETWOOD CREDIT CORP., a California corporation ("Fleetwood Credit"), FLEETWOOD CREDIT RECEIVABLES CORP., a California corporation (the "Seller"), and _________, as trustee (the "Trustee") pursuant to the Pooling and Servicing Agreement referred to below. W I T N E S S E T H: WHEREAS, Fleetwood Credit, the Seller and the Trustee are parties to the Pooling and Servicing Agreement, dated as of _________ 1, 199__ (the "Pooling and Servicing Agreement"); WHEREAS, Fleetwood Credit and the Seller are parties to the Receivables Purchase Agreement, dated as of __________ 1, 199__ (the "Receivables Purchase Agreement"); WHEREAS, pursuant to the Receivables Purchase Agreement, Fleetwood Credit desires to convey certain Subsequent Receivables (as hereinafter defined) to the Seller and pursuant to the Pooling and Servicing Agreement and this Agreement the Seller desires to convey such Subsequent Receivables to the Trust; and WHEREAS, the Trustee is willing to accept such conveyance subject to the terms and conditions hereof. NOW, THEREFORE, the Trustee, the Seller and Fleetwood Credit hereby agree as follows: Section 1. Defined Terms. Capitalized terms used herein that are not otherwise defined shall have the meanings ascribed thereto in the Pooling and Servicing Agreement. "Agreement" means this Transfer Agreement and all amendments hereof and supplements hereto. "Subsequent Cutoff Date" means, with respect to the Subsequent Receivables conveyed hereby, _________, 199__. "Subsequent Receivables" means the Receivables identified on the supplement to Schedule A to the Pooling and Servicing Agreement attached hereto. 2 "Subsequent Transfer Date" means, with respect to the Subsequent Receivables conveyed hereby, ___________, 199__. Section 2. Schedule of Receivables. Annexed hereto is a supplement to Schedule A to the Pooling and Servicing Agreement listing the Subsequent Receivables to be conveyed by the Seller to the Trust pursuant to this Agreement on the Subsequent Transfer Date. Section 3. Conveyance of Subsequent Receivables. Subject to the conditions set forth in Section 5 hereof, in consideration of the Trustee's delivery on behalf of the Trust to or upon the order of the Seller of an amount equal to $___________ (i.e., the aggregate Principal Balance of the Subsequent Receivables as of the Subsequent Cutoff Date), the Seller does hereby sell, transfer, assign and otherwise convey to the Trust, without recourse (subject to the Seller's obligations hereunder): (a) all right, title and interest of the Seller in and to the Subsequent Receivables listed on Schedule A hereto and all monies due thereon and paid thereon or in respect thereof (including proceeds of the repurchase of such Subsequent Receivables by the Seller pursuant to Section 12.02 or 21.02 of the Pooling and Servicing Agreement or the purchase of such Subsequent Receivables by Fleetwood Credit pursuant to Section 13.07 or 21.02 of the Pooling and Servicing Agreement) on or after the Subsequent Cutoff Date; (b) the interest of the Seller in the security interests in the related Financed Vehicles granted by the related Obligors pursuant to such Subsequent Receivables; (c) the interest of the Seller in any Liquidation Proceeds, in any proceeds of any physical damage insurance policies covering the related Financed Vehicles and in any proceeds of any credit life or credit disability insurance policies relating to such Subsequent Receivables or the related Obligors; (d) the interest of the Seller in any proceeds from Dealer repurchase obligations relating to such Subsequent Receivables; and (e) all proceeds of the foregoing. Section 4. Representations and Warranties of the Seller. (a) The Seller does hereby make the following representations on which the Trustee shall rely in accepting the Subsequent Receivables in trust pursuant to the Pooling and Servicing Agreement. The representations shall speak as of the execution and delivery of this Agreement and as of the Subsequent Transfer Date, and in each case shall survive the sale, transfer and assignment of the Subsequent Receivables to the Trustee. 2 3 (i) Organization and Good Standing. The Seller shall have been duly organized and shall be validly existing as a corporation in good standing under the laws of the State of California, with power and authority to own its properties and to conduct its business as such properties are currently owned and such business is presently conducted, and had at all relevant times, and shall now have, power, authority and legal right to acquire, own and sell the Subsequent Receivables. (ii) Due Qualification. The Seller shall be duly qualified to do business as a foreign corporation in good standing, and shall have obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications. (iii) Power and Authority. The Seller shall have the power and authority to execute and deliver this Agreement and to carry out its terms; the Seller shall have full power and authority to sell and assign the property to be sold and assigned to and deposited with the Trustee as part of the Trust and shall have duly authorized such sale and assignment to the Trustee by all necessary corporate action; and the execution, delivery and performance of this Agreement shall have been duly authorized by the Seller by all necessary corporate action. (iv) Valid Sale; Binding Obligations. This Agreement shall evidence a valid sale, transfer and assignment of the Subsequent Receivables, enforceable against creditors of and purchasers from the Seller; and shall constitute a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity, regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Violation. The consummation of the transactions contemplated by this Agreement and the fulfillment of the terms of this Agreement shall not conflict with, result in any breach of any of the terms and provisions of, nor constitute (with or without notice or lapse of time) a default under, the articles of incorporation or bylaws of the Seller, or conflict with or breach any of the material terms or provisions of, or constitute (with or without notice or lapse of time) a default under, any indenture, agreement or other instrument to which the Seller is a party or by which it shall be bound; nor result in the creation or imposition of any Lien upon any of its properties pursuant to the terms of any such indenture, agreement or other instrument (other than this Agreement, the Receivables Purchase Agreement and the Pooling and Servicing Agreement); nor violate any law or, to the best of the Seller's knowledge, any order, rule or regulation applicable to Seller of any court or of any federal or state regulatory body, administrative agency or other governmental instrumentality having jurisdiction over the Seller or its properties. 3 4 (vi) No Proceedings. There are no proceedings or investigations pending or, to the best knowledge of the Seller, threatened against the Seller, before any court, regulatory body, administrative agency or other tribunal or governmental instrumentality having jurisdiction over the Seller or its properties: (a) asserting the invalidity of this Agreement, (b) seeking to prevent the consummation of any of the transactions contemplated by this Agreement, or (c) seeking any determination or ruling that might materially and adversely affect the performance by the Seller of its obligations under, or the validity or enforceability of, this Agreement. (b) The Seller does hereby make the following representations and warranties as to the Subsequent Receivables on which the Trustee shall rely in accepting the Subsequent Receivables in trust. The representations shall speak as of the execution and delivery of this Agreement and as of the Subsequent Transfer Date, and in each case shall survive the sale, transfer and assignment of the Subsequent Receivables to the Trustee. (i) Characteristics of Subsequent Receivables. Each Subsequent Receivable (a) shall have been originated in the United States by a Dealer for the retail sale of the related Financed Vehicle in the ordinary course of such Dealer's business, shall have been fully and properly executed by the parties thereto, shall have been purchased by Fleetwood Credit from such Dealer under an agreement with Fleetwood Credit and shall have been validly assigned by such Dealer to Fleetwood Credit in accordance with its terms and shall have been subsequently sold by Fleetwood Credit to the Seller; (b) shall have created or shall create a valid, subsisting and enforceable first priority security interest in favor of Fleetwood Credit in the related Financed Vehicle, which security interest has been assigned by Fleetwood Credit to the Seller, and shall be assignable, and shall be so assigned, by the Seller to the Trustee; (c) shall contain customary and enforceable provisions such that the rights and remedies of the holder thereof shall be adequate for the realization against the collateral of the benefits of the security; (d) shall provide for level monthly payments (provided that the payment in the first or last month in the life of the Subsequent Receivable may be minimally different from the level payment) that fully amortize the Amount Financed by maturity and yield interest at its APR; and (e) shall provide for, in the event that such Subsequent Receivable is prepaid, a prepayment that fully pays the Principal Balance and includes accrued but unpaid interest at least through the date of prepayment in an amount calculated by using an interest rate at least equal to its APR. (ii) Schedule of Receivables. The information set forth in the supplement to the Schedule of Receivables annexed hereto shall be true and correct in all material respects as of the opening of business on the Subsequent Cutoff Date, and no selection procedure adverse to the Certificateholders shall have been utilized in selecting the Subsequent Receivables from those Receivables of Fleetwood Credit which met the selection criteria set forth in this Section. 4 5 (iii) Compliance with Law. Each Subsequent Receivable and each sale of the related Financed Vehicle shall have complied at the time it was originated or made, and shall comply at the time of execution of this Agreement in all material respects with all requirements of applicable federal, state and local laws, and regulations thereunder, including usury laws, the Federal Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Billing Act, the Fair Credit Reporting Act, the Fair Debt Collection Practices Act, the Federal Trade Commission Act, the Magnuson-Moss Warranty Act, Federal Reserve Board Regulations B and Z, state adaptations of the National Consumer Act and of the Uniform Consumer Credit Code and other consumer credit, equal credit opportunity and disclosure laws. (iv) Binding Obligation. Each Subsequent Receivable shall constitute the genuine, legal, valid and binding payment obligation in writing of the related Obligor, enforceable by the holder thereof in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, liquidation and other similar laws affecting the enforcement of creditors' rights in general and by general principles of equity regardless of whether such enforceability shall be considered in a proceeding in equity or at law. (v) No Government Obligor. None of the Subsequent Receivables shall be due from the United States or any state or local government thereof or from any agency, department or instrumentality of the United States or any state or local government. (vi) Security Interest in Financed Vehicles. Immediately prior to the sale, assignment and transfer thereof, each Subsequent Receivable shall be secured by a validly perfected first security interest in the related Financed Vehicle in favor of Fleetwood Credit as secured party or all necessary and appropriate action with respect to such Subsequent Receivable shall have been taken to perfect a first priority security interest in such Financed Vehicle in favor of Fleetwood Credit as secured party. (vii) Receivables in Force. No Subsequent Receivable shall have been satisfied, subordinated or rescinded, nor shall any related Financed Vehicle have been released from the lien granted by the related Subsequent Receivable in whole or in part. (viii) No Waiver. No provision of a Subsequent Receivable shall have been waived in such a manner that such Subsequent Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto. (ix) No Amendments. No Subsequent Receivable shall have been amended in such a manner that such Subsequent Receivable fails to meet all of the other representations and warranties made by the Seller herein with respect thereto. 5 6 (x) No Defenses. No facts shall be known to the Seller which would give rise to any right of rescission, setoff, counterclaim or defense, nor shall the same have been asserted or threatened, with respect to any Subsequent Receivable. (xi) No Liens. To the knowledge of the Seller, no liens or claims shall have been filed, including liens for work, labor or materials relating to a Financed Vehicle related to a Subsequent Receivable, that shall be liens prior to, or equal or coordinate with, the security interest in such Financed Vehicle granted by the related Subsequent Receivable. (xii) No Default. Except for payment defaults continuing for a period of not more than 30 days as of the Subsequent Cutoff Date, no default, breach, violation or event permitting acceleration under the terms of any Subsequent Receivable shall have occurred; and no continuing condition that with notice or the lapse of time would constitute a default, breach, violation or event permitting acceleration under the terms of any Subsequent Receivable shall have arisen; and the Seller shall not have waived any of the foregoing. (xiii) Insurance. Fleetwood Credit, in accordance with its customary servicing procedures, shall have determined that each Obligor had obtained physical damage insurance covering the related Financed Vehicle. (xiv) Good Title. It is the intention of the Seller that the transfer and assignment herein contemplated, taken as a whole, constitute a sale of the Subsequent Receivables from the Seller to the Trust and that the beneficial interest in and title to the Subsequent Receivables not be a part of the debtor's estate in the event of a filing of a bankruptcy petition by or against the Seller under any bankruptcy law. No Subsequent Receivable has been sold, transferred, assigned or pledged by the Seller to any Person other than the Trustee, and no provision of a Subsequent Receivable shall have been waived, except as provided in clause (viii) above; immediately prior to the transfer and assignment herein contemplated, the Seller had good and marketable title to each Subsequent Receivable free and clear of all Liens and rights of others; immediately upon the transfer and assignment thereof, the Trustee, for the benefit of the Certificateholders, shall have good and marketable title to each Subsequent Receivable, free and clear of all Liens and rights of others; and the transfer and assignment herein contemplated has been perfected under the UCC. (xv) Lawful Assignment. No Subsequent Receivable shall have been originated in, or shall be subject to the laws of, any jurisdiction under which the sale, transfer and assignment of such Subsequent Receivable under the Agreement or pursuant to transfers of the Certificates shall be unlawful, void or voidable. 6 7 (xvi) All Filings Made. All filings (including UCC filings) necessary in any jurisdiction to give the Trustee a first perfected ownership interest in the Subsequent Receivables shall have been made. (xvii) One Original. There shall be only one original executed copy of each Subsequent Receivable. (xviii) Additional Representations and Warranties. (a) Each Subsequent Receivable shall have an original maturity of not less than ___ months nor greater than ____ months and, as of the Subsequent Cutoff Date, a scheduled remaining maturity of not less than ___ months nor greater than ____ months; (b) the weighted average remaining term of the Receivables (including the Subsequent Receivables) as of the Subsequent Transfer Date is not greater than ____ months; (c) each Subsequent Receivable shall have an Annual Percentage Rate equal to or greater than _____% and equal to or less than ______%; (d) the weighted average APR of the Receivables (including the Subsequent Receivables) is not less than _____%; (e) each Subsequent Receivable shall have no payment that is more than 30 days past due as of the related Subsequent Cutoff Date; (f) such Subsequent Receivables were originated on or prior to __________, 199__; and (g) the related Receivable Files shall be kept at one or more of the locations listed in Schedule B to the Pooling and Servicing Agreement. Section 5. Conditions Precedent. The obligation of the Trust to acquire the Subsequent Receivables hereunder is subject to the satisfaction, on or prior to the Subsequent Transfer Date, of the following conditions precedent: (a) Representations and Warranties. (i) Each of the representations and warranties made by Fleetwood Credit in Section 2.03 of the Receivables Purchase Agreement and (ii) each of the representations and warranties made by the Seller in Section 4 of this Agreement and Sections 7.01 and 17.01 of the Pooling and Servicing Agreement, shall be true and correct as of the date of this Agreement and as of the Subsequent Transfer Date. (b) Pooling and Servicing Agreement Conditions. Each of the conditions set forth in Section 2.02(b) to the Pooling and Servicing Agreement shall have been satisfied. (c) Receivables Purchase Agreement Conditions. Fleetwood Credit shall have complied with the requirements of Section 2.03 of the Receivables Purchase Agreement and shall have delivered all documents required to be delivered pursuant to Section 2.01 of the Receivables Purchase Agreement. (d) Security Interest Perfection. In connection with the conveyance contemplated by this Agreement, the Seller agrees to record and file, at its own expense, a financing statement with respect to the related Subsequent Receivables now existing and hereafter created for the sale of chattel paper (as defined in Section 9105 of the UCC as in 7 8 effect in the State of California) meeting the requirements of applicable state law in such manner as is sufficient to perfect the sale and assignment of such Subsequent Receivables to the Trust, and the proceeds thereof (and any continuation statements as are required by applicable state law), and to deliver a file-stamped copy of each such financing statement (or continuation statement) or other evidence of such filings (which may, for purposes of this Section, consist of telephone confirmation of such filing with the file stamped copy of each such filing to be provided to the Trustee in due course), as soon as is practicable after the Seller's receipt thereof. In connection with such conveyance, the Seller further agrees, at its own expense, on or prior to the Subsequent Transfer Date (i) to annotate and indicate in its computer files that the Subsequent Receivables have been transferred to the Trust pursuant to the Agreement and (ii) to deliver to the Trustee a computer file printed or microfiche list containing a true and complete list of all such Subsequent Receivables, identified by account number and by the Principal Balance of each Subsequent Receivable as of the related Subsequent Cutoff Date. (e) Additional Information. The Seller shall have delivered to the Trustee on behalf of the Trust such information as was reasonably requested by the Trustee on behalf of the Trust to satisfy itself as to (i) the accuracy of the representations and warranties set forth in Section 4 of this Agreement and Sections 7.01 and 17.01 of the Pooling and Servicing Agreement and (ii) the satisfaction of the conditions set forth in this Section. The Trustee shall not be required to investigate or otherwise verify satisfaction of the conditions listed above, but shall be entitled to conclusively rely upon Opinions of Counsel and Officer's Certificates of the Servicer confirming such fulfillment. Section 6. Ratification of Agreement. As supplemented by this Agreement, the Pooling and Servicing Agreement is in all respects ratified and confirmed and the Pooling and Servicing Agreement as so supplemented by this Agreement shall be read, taken and construed as one and the same instrument. Section 7. Governing Law. This Agreement shall be construed in accordance with the laws of the State of California and the obligations, rights and remedies of the parties under this Agreement shall be determined in accordance with such laws; provided, however, the immunities, authority and standard of care of the Trustee shall be governed by the jurisdiction in which its principal office is located. 8 9 IN WITNESS WHEREOF, the Trustee, Fleetwood Credit and the Seller have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as of the day and the year first above written. FLEETWOOD CREDIT CORP. By: ----------------------------------- Name: Title: FLEETWOOD CREDIT RECEIVABLES CORP. By: ----------------------------------- Name: Title: --------------------------------------- as Trustee By: ----------------------------------- Name: Title: 9 EX-10.4 13 FORM OF YIELD SUPPLEMENT AGREEMENT 1 EXHIBIT 10.4 YIELD SUPPLEMENT AGREEMENT __________, 199 ____________________ ____________________ ____________________ ____________________ Ladies and Gentlemen: Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"), hereby confirms arrangements made as of the date hereof with you to be effective upon receipt by us of the enclosed copy of this letter agreement (the "Yield Supplement Agreement"), executed by you. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in that certain sale and servicing agreement, dated as of ________ 1, 199 (the "Agreement"), among Fleetwood Credit Receivables Corp., a California corporation ("FCRC"), as seller (the "Seller"), Fleetwood Credit, as servicer (the "Servicer"), and the Fleetwood Credit RV Receivables 199 - Owner Trust (the "Trust"). 1. On or prior to each Determination Date, by delivery of a Servicer's Certificate pursuant to Section 5.08 of the Agreement, the Servicer shall notify the Owner Trustee of the Yield Supplement Deposit Amount for the related Distribution Date. 2. To the extent that the amount on deposit in the Yield Supplement Account is less than the Yield Supplement Deposit Amount for the related Distribution Date, we agree to make a payment to the Owner Trustee of additional amounts until the amount on deposit therein equals the Yield Supplement Deposit Amount by wire transfer of same day funds, to such account as the Owner Trustee may designate in writing to us no later than ___:00 __.M., ________ time, on the Business Day immediately preceding such Distribution Date. 3. Our agreement set forth in this Yield Supplement Agreement is our primary obligation and such obligation is irrevocable, absolute and unconditional, shall not be subject to any counterclaim, setoff or defense (other than full and strict compliance by us with our obligations hereunder) and shall remain in full force and effect without regard to, and shall not be released, discharged or in any way affected by, any circumstances or condition whatsoever. 4. The Owner Trustee's interest in this Yield Supplement Agreement shall be transferable to any Owner Trustee or successor Owner Trustee under the Agreement. 2 5. This Yield Supplement Agreement will be governed by and construed in accordance with the internal laws of the State of California. 6. Except as otherwise provided in the Agreement, this Yield Supplement Agreement shall terminate on the earlier to occur of (a) termination of the Agreement pursuant to Section 10.01 thereof and (b) the Certificate Final Scheduled Distribution Date. 7. Except as otherwise provided herein, all notices pursuant to this Yield Supplement Agreement shall be in writing and shall be effective upon receipt thereof. All notices shall be directed as set forth below, or to such other address or to the attention of such other person as the relevant party shall have designated for such purpose in a written notice. Fleetwood Credit Receivables Corp.: 22840 Savi Ranch Parkway Yorba Linda, California 92687 Attention: Senior Vice President Fleetwood Credit Corp.: 22840 Savi Ranch Parkway Yorba Linda, California 92687 Attention: Senior Vice President The Owner Trustee: _____________________ _____________________ _____________________ Attention: ____________ 8. This Yield Supplement Agreement may be executed in one or more counterparts and by the different parties hereto on separate counterparts, all of which shall be deemed to be one and the same document. 9. In consideration for all future payments, if any, with respect to Yield Supplement Amounts to the Trustee pursuant to paragraph 2 hereof, the Owner Trustee shall pay to the Seller on the Closing Date under the Agreement such amount as the Seller and the Owner Trustee shall separately agree. 10. This Agreement may not be assigned by the Seller or Fleetwood Credit except as contemplated by this Section and the Agreement; provided, however, that simultaneously with the execution and delivery of this Agreement, the Seller shall assign all of its right, title and interest herein to the Indenture Trustee for the benefit of the Noteholders, to which Fleetwood Credit hereby expressly consents. Fleetwood Credit agrees to perform its obligations hereunder for the benefit of the Trust and that the Owner Trustee may enforce the provisions of this Agreement, exercise the rights of the Seller and enforce the obligations of Fleetwood Credit hereunder without the consent of the Seller. 2 3 11. Fleetwood Credit and the Seller agree to do and perform, from time to time, any and all acts and to execute any and all further instruments required or reasonably requested by the other party hereto or by the Owner Trustee more fully to effect the purposes of this Agreement. If the foregoing satisfactorily sets forth the terms and conditions of our agreement, please indicate your acceptance thereof by signing in the space provided below and returning to us the enclosed duplicate original of this letter. Very truly yours, FLEETWOOD CREDIT CORP. By: -------------------------- Name: Title: Agreed and accepted as of __________, 199 _________________________, as Trustee By: ----------------------- Name: Title: FLEETWOOD CREDIT RECEIVABLES CORP. By: ---------------------- Name: Title: 3 EX-10.5 14 FORM OF ADMINISTRATION AGREEMENT 1 EXHIBIT 10.5 ================================================================================ ADMINISTRATION AGREEMENT among FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST, as Issuer, FLEETWOOD CREDIT CORP., as Administrator, FLEETWOOD CREDIT RECEIVABLES CORP., as Seller, and ________________, as Indenture Trustee Dated as of ____________ 1, 199 ================================================================================ 2 TABLE OF CONTENTS
Page ---- Section 1. Duties of the Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Section 2. Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 3. Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 4. Additional Information to be Furnished to the Issuer . . . . . . . . . . . . . . . . . 8 Section 5. Independence of the Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 6. No Joint Venture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 7. Other Activities of Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Section 8. Term of Agreement; Resignation and Removal of Administrator . . . . . . . . . . . . . 9 Section 9. Action upon Termination, Resignation or Removal . . . . . . . . . . . . . . . . . . . 10 Section 10. Notices . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 11. Amendments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 Section 12. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 13. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 14. Table of Contents and Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 15. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 16. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 Section 17. Limitation of Liability of Owner Trustee and Indenture Trustee . . . . . . . . . . . . 12 Section 18. Third Party Beneficiary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
(i) 3 This Administration Agreement, dated as of ____________ 1, 199 is among the Fleetwood Credit RV Receivables 199 - Owner Trust, as issuer (the "Issuer"), Fleetwood Credit Corp., a California corporation ("Fleetwood Credit"), as administrator (in such capacity, the "Administrator"), Fleetwood Credit Receivables Corp., a California corporation, as seller (the "Seller"), and ______________, a __________, as indenture trustee (the "Indenture Trustee"). WITNESSETH: WHEREAS, the Issuer is issuing ____% Asset Backed Notes, Class A-1, ____% Floating Rate Asset Backed Notes, Class A-2, and ____% Asset Backed Notes, Class A-3 (collectively, the "Notes"), pursuant to that certain indenture, dated as of __________ 1, 199 (the "Indenture"), between the Issuer and the Indenture Trustee; WHEREAS, the Issuer has entered into certain agreements in connection with the issuance of the Notes and of certain beneficial ownership interests of the Issuer, including (i) that certain sale and servicing Agreement, dated as of ___________ 1, 199 (the "Sale and Servicing Agreement"), among the Issuer, the Seller and Fleetwood Credit, as servicer (in such capacity, the "Servicer"), and (ii) a Letter of Representations, dated __________, 199 (the "Note Depository Agreement"), among the Issuer, the Indenture Trustee and The Depository Trust Company ("DTC") relating to the Notes, (iii) a Letter of Representations, dated __________, 199 (together with the Note Depository Agreement, the "Depository Agreements"), among the Issuer, ____________, a __________ (the "Owner Trustee"), and DTC and (iv) the Indenture (together with the Sale and Servicing Agreement and the Depository Agreements, the "Related Agreements"); WHEREAS, pursuant to the Related Agreements, the Issuer and the Owner Trustee are required to perform certain duties in connection with (i) the Notes and the collateral therefor pledged pursuant to the Indenture (the "Collateral") and (ii) the beneficial ownership interests in the Issuer (the registered holders of such interests being referred to herein as the "Owners"); WHEREAS, the Issuer and the Owner Trustee desire to have the Administrator perform certain of the duties of the Issuer and the Owner Trustee referred to in the preceding clause and to provide such additional services consistent with the terms of this Agreement and the Related Agreements as the Issuer and the Owner Trustee may from time to time request; and WHEREAS, the Administrator has the capacity to provide the services required hereby and is willing to perform such services for the Issuer and the Owner Trustee on the terms set forth herein; NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows: 4 Section 1. Duties of the Administrator. (a) Duties with Respect to the Depository Agreements and the Indenture. (i) The Administrator shall perform all its duties as Administrator and the duties of the Issuer and the Owner Trustee under the Depository Agreements. The Administrator shall consult with the Owner Trustee regarding the duties of the Issuer or the Owner Trustee under the Indenture and the Depository Agreements. The Administrator shall monitor the performance of the Issuer and shall advise the Owner Trustee when action is necessary to comply with the respective duties of the Issuer and the Owner Trustee under the Indenture and the Depository Agreements. The Administrator shall prepare for execution by the Issuer, or shall cause the preparation by other appropriate persons of, all such documents, reports, filings, instruments, certificates and opinions that it shall be the duty of the Issuer or the Owner Trustee to prepare, file or deliver pursuant to the Indenture and the Depository Agreements. In furtherance of the foregoing, the Administrator shall take all appropriate action that the Issuer or the Owner Trustee is required to take pursuant to the Indenture including, without limitation, such of the foregoing as are required with respect to the following matters under the Indenture (references are to Sections of the Indenture): (A) the duty to cause the Note Register to be kept and to give the Indenture Trustee notice of any appointment of a new Note Registrar and the location, or change in location, of the Note Register (Section 2.04); (B) the notification of Noteholders and the Rating Agencies of the final principal payment on the Notes (Section 2.07(b)); (C) the fixing or causing to be fixed of any special record date and the notification of the Indenture Trustee and Noteholders with respect to special payment dates, if any (Section 2.07(c)); (D) the preparation of or obtaining of the documents and instruments required for execution and authentication of the Notes and delivery of the same to the Indenture Trustee (Section 2.02); (E) the preparation, obtaining or filing of the instruments, opinions and certificates and other documents required for the release of Collateral (Section 2.12); (F) the maintenance of an office in the Borough of Manhattan, The City of New York, for registration of transfer or exchange of Notes (Section 3.02); 2 5 (G) the duty to cause newly appointed Paying Agents, if any, to deliver to the Indenture Trustee the instrument specified in the Indenture regarding funds held in trust (Section 3.03); (H) the direction to the Indenture Trustee to deposit monies with Paying Agents, if any, other than the Indenture Trustee (Section 3.03); (I) the obtaining and preservation of the Issuer's qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Indenture, the Notes, the Collateral and each other instrument and agreement included in the Trust Estate (Section 3.04); (J) the preparation of all supplements and amendments to the Indenture and all financing statements, continuation statements, instruments of further assurance and other instruments and the taking of such other action as is necessary or advisable to protect the Trust Estate (Section 3.05); (K) the delivery of the Opinion of Counsel on the Closing Date and the annual delivery of Opinions of Counsel as to the Trust Estate, and the annual delivery of the Officer's Certificate and certain other statements as to compliance with the Indenture (Sections 3.06 and 3.09); (L) the notification of the Indenture Trustee and each Rating Agency of a Servicer Default under the Sale and Servicing Agreement and, if such Servicer Default arises from the failure of the Servicer to perform any of its duties or obligations under the Sale and Servicing Agreement with respect to the Receivables, the taking of all reasonable steps available to remedy such failure (Section 3.07(d)); (M) the duty to cause the Servicer to comply with Sections 5.08, 5.09, 5.10 and 6.12 and Article Ten of the Sale and Servicing Agreement (Section 3.14); (N) the preparation and obtaining of documents and instruments required for the release of the Issuer from its obligations under the Indenture (Section 3.10(b)); (O) the delivery of written notice to the Indenture Trustee and each Rating Agency of each Event of Default and each Servicer Default or the default by the Seller under the Sale and Servicing Agreement (Section 3.18); (P) the monitoring of the Issuer's obligations as to the satisfaction and discharge of the Indenture and the preparation of an Officer's Certificate and the 3 6 obtaining of the Opinion of Counsel and the Independent Certificate relating thereto (Section 4.01); (Q) the compliance with any written directive of the Controlling Party with respect to the sale of the Trust Estate in a commercially reasonable manner if an Event of Default shall have occurred and be continuing (Section 5.04); (R) the preparation and delivery of notice to Noteholders of the removal of the Indenture Trustee and the appointment of a successor Indenture Trustee (Section 6.07); (S) the preparation of any written instruments required to confirm more fully the authority of any co-trustee or separate trustee and any written instruments necessary in connection with the resignation or removal of the Indenture Trustee or any co-trustee or separate trustee (Sections 6.09 and 6.11); (T) the furnishing of the Indenture Trustee with the names and addresses of Noteholders during any period when the Indenture Trustee is not the Note Registrar (Section 7.01); (U) the preparation and, after execution by the Issuer, the filing with the Commission, any applicable state agencies and the Indenture Trustee of documents required to be filed on a periodic basis with, and summaries thereof as may be required by rules and regulations prescribed by, the Commission and any applicable state agencies and the transmission of such summaries, as necessary, to the Noteholders (Section 7.03); (V) the opening of one or more accounts in the Issuer's name, the preparation and delivery of Issuer Orders, Officer's Certificates and Opinions of Counsel and all other actions necessary with respect to investment and reinvestment of funds in the Trust Accounts (Sections 8.02 and 8.03); (W) the preparation of an Issuer Request and Officer's Certificate and the obtaining of an Opinion of Counsel and Independent Certificates, if necessary, for the release of the Trust Estate (Sections 8.04 and 8.05); (X) the preparation of Issuer Orders and the obtaining of Opinions of Counsel with respect to the execution of supplemental indentures and the mailing to the Noteholders of notices with respect to such supplemental indentures (Sections 9.01, 9.02 and 9.03); (Y) the execution, authentication and delivery of new Notes conforming to any supplemental indenture (Section 9.06); 4 7 (Z) the duty to notify Noteholders and the Rating Agencies of redemption of the Notes or to cause the Indenture Trustee to provide such notification (Section 10.02); (BB) the preparation and delivery of all Officer's Certificates, Opinions of Counsel and Independent Certificates with respect to any requests by the Issuer to the Indenture Trustee to take any action under the Indenture (Section 11.01(a)); (CC) the preparation and delivery of Officer's Certificates and the obtaining of Independent Certificates, if necessary, for the release of property from the Lien of the Indenture (Section 11.01(b)); (DD) the notification of the Rating Agencies, upon the failure of the Issuer, the Owner Trustee or the Indenture Trustee to give such notification, of the information required pursuant to Section 11.04 of the Indenture (Section 11.04); (EE) the preparation and delivery to Noteholders and the Indenture Trustee of any agreements with respect to alternate payment and notice provisions (Section 11.06); (FF) the recording of the Indenture, if applicable (Section 11.15); and (GG) the preparation of Definitive Notes in accordance with the instructions of the Clearing Agency (Section 2.11). (ii) The Administrator will: (A) pay the Indenture Trustee from time to time reasonable compensation for all services rendered by the Indenture Trustee under the Indenture (which compensation shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust); (B) except as otherwise expressly provided in the Indenture, reimburse the Indenture Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Indenture Trustee in accordance with any provision of the Indenture (including the reasonable compensation, expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith; (C) indemnify the Indenture Trustee and its agents for, and hold them harmless against, any Loss incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Indenture, including the reasonable costs and expenses of defending themselves against any Claim or Liability in connection 5 8 with the exercise or performance of any of their powers or duties under the Indenture; and (D) indemnify the Owner Trustee and its agents for, and hold them harmless against, any Loss incurred without negligence or bad faith on their part, arising out of or in connection with the acceptance or administration of the transactions contemplated by the Trust Agreement, including the reasonable costs and expenses of defending themselves against any Claim or Liability in connection with the exercise or performance of any of their powers or duties under the Trust Agreement. (b) Additional Duties. (i) In addition to the duties set forth in Section 1(a)(i), the Administrator shall perform such calculations and shall prepare or shall cause the preparation by other appropriate persons of, and shall execute on behalf of the Issuer or the Owner Trustee, all such documents, reports, filings, instruments, certificates and opinions that the Issuer or the Owner Trustee are required to prepare, file or deliver pursuant to the Related Agreements or Section 5.05 of the Trust Agreement, and at the request of the Owner Trustee shall take all appropriate action that the Issuer or the Owner Trustee are required to take pursuant to the Related Agreements. In furtherance thereof, the Owner Trustee shall, on behalf of itself and of the Issuer, execute and deliver to the Administrator and to each successor Administrator appointed pursuant to the terms hereof, one or more powers of attorney substantially in the form of Exhibit A, appointing the Administrator the attorney-in-fact of the Owner Trustee and the Issuer for the purpose of executing on behalf of the Owner Trustee and the Issuer all such documents, reports, filings, instruments, certificates and opinions. Subject to Section 5, and in accordance with the directions of the Owner Trustee, the Administrator shall administer, perform or supervise the performance of such other activities in connection with the Collateral (including the Related Agreements) as are not covered by any of the foregoing provisions and as are expressly requested by the Owner Trustee and are reasonably within the capability of the Administrator. (ii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for promptly notifying the Owner Trustee in the event that any withholding tax is imposed on the Trust's payments (or allocations of income) to an Owner as contemplated in Section 5.02(c) of the Trust Agreement. Any such notice shall specify the amount of any withholding tax required to be withheld by the Owner Trustee pursuant to such provision. (iii) Notwithstanding anything in this Agreement or the Related Agreements to the contrary, the Administrator shall be responsible for performance of the duties of the Owner Trustee set forth in Section 5.05(i), (ii), (iii) and (iv), the penultimate sentence of Section 5.05 and Section 5.06(a) of the Trust Agreement with respect to, among other things, accounting and reports to Owners; provided, however, that the Owner Trustee 6 9 shall retain responsibility for the distribution of the Schedule K-1s necessary to enable each Owner to prepare its federal and state income tax returns. (iv) The Administrator shall satisfy its obligations with respect to clauses (ii) and (iii) above by retaining, at the expense of the Trust payable by the Administrator, a firm of independent public accountants (the "Accountants") acceptable to the Owner Trustee, which shall perform the obligations of the Administrator thereunder. In connection with paragraph (ii) above, the Accountants will provide prior to December 31, 199 , a letter in form and substance satisfactory to the Owner Trustee as to whether any tax withholding is then required and, if required, the procedures to be followed with respect thereto to comply with the requirements of the Code. The Accountants shall be required to update the letter in each instance that any additional tax withholding is subsequently required or any previously required tax withholding shall no longer be required. (v) The Administrator shall perform the duties of the Administrator specified in Section 10.02 of the Trust Agreement required to be performed in connection with the resignation or removal of the Owner Trustee, and any other duties expressly required to be performed by the Administrator under the Trust Agreement. (vi) In carrying out the foregoing duties or any of its other obligations under this Agreement, the Administrator may enter into transactions or otherwise deal with any of its Affiliates; provided, however, that the terms of any such transactions or dealings shall be in accordance with any directions received from the Issuer and shall be, in the Administrator's opinion, no less favorable to the Issuer than would be available from unaffiliated parties. (c) Non-Ministerial Matters. (i) With respect to matters that in the reasonable judgment of the Administrator are non-ministerial, the Administrator shall not take any action unless within a reasonable time before the taking of such action, the Administrator shall have notified the Owner Trustee of the proposed action and the Owner Trustee shall not have withheld consent or provided an alternative direction. For the purpose of the preceding sentence, "non-ministerial matters" shall include, without limitation: (A) the amendment of or any supplement to the Indenture; (B) the initiation of any claim or lawsuit by the Issuer and the compromise of any action, claim or lawsuit brought by or against the Issuer (other than in connection with the collection of the Receivables); (C) the amendment, change or modification of the Related Agreements; 7 10 (D) the appointment of successor Note Registrars, successor Paying Agents and successor Indenture Trustees pursuant to the Indenture or the appointment of successor Administrators or a successor Servicer, or the consent to the assignment by the Note Registrar, Paying Agent or Indenture Trustee of its obligations under the Indenture; and (E) the removal of the Indenture Trustee. (ii) Notwithstanding anything to the contrary in this Agreement, the Administrator shall not be obligated to, and shall not, (A) make any payments to the Noteholders under the Related Agreements, (B) sell the Trust Estate pursuant to clause (d) of Section 5.04 of the Indenture, (C) take any other action that the Issuer directs the Administrator not to take on its behalf or (D) take any other action which may be construed as having the effect of varying the investment of the Holders. Section 2. Records. The Administrator shall maintain appropriate books of account and records relating to services performed hereunder, which books of account and records shall be accessible for inspection by the Issuer at any time during normal business hours. Section 3. Compensation. As compensation for the performance of the Administrator's obligations under this Agreement and as reimbursement for its expenses related thereto, the Administrator shall be entitled to an annual payment of compensation which shall be solely an obligation of the Servicer. Section 4. Additional Information to be Furnished to the Issuer. The Administrator shall furnish to the Issuer from time to time such additional information regarding the Collateral as the Issuer shall reasonably request. Section 5. Independence of the Administrator. For all purposes of this Agreement, the Administrator shall be an independent contractor and shall not be subject to the supervision of the Issuer or the Owner Trustee with respect to the manner in which it accomplishes the performance of its obligations hereunder. Unless expressly authorized by the Issuer, the Administrator shall have no authority to act for or represent the Issuer or the Owner Trustee in any way and shall not otherwise be deemed an agent of the Issuer or the Owner Trustee. Section 6. No Joint Venture. Nothing contained in this Agreement shall (i) constitute the Administrator and either of the Issuer or the Owner Trustee as members of any partnership, joint venture, association, syndicate, unincorporated business or other separate entity, (ii) be construed to impose any liability as such on any of them or (iii) be deemed to confer on any of them any express, implied or apparent authority to incur any obligation or liability on behalf of the others. Section 7. Other Activities of Administrator. Nothing herein shall prevent the Administrator or its Affiliates from engaging in other businesses or, in its sole discretion, from acting in a similar capacity as an administrator for any other Person or entity even though such 8 11 person or entity may engage in business activities similar to those of the Issuer, the Owner Trustee or the Indenture Trustee. Section 8. Term of Agreement; Resignation and Removal of Administrator. This Agreement shall continue in force until the dissolution of the Issuer, upon which event this Agreement shall automatically terminate. (a) Subject to Section 8(e), the Administrator may resign its duties hereunder by providing the Issuer with at least 60 days' prior written notice. (b) Subject to Section 8(e), the Issuer may remove the Administrator without cause by providing the Administrator with at least 60 days' prior written notice. (c) Subject to Section 8(e), at the sole option of the Issuer, the Administrator may be removed immediately upon written notice of termination from the Issuer to the Administrator if any of the following events shall occur: (i) the Administrator shall default in the performance of any of its duties under this Agreement and, after notice of such default, shall not cure such default within ten days (or, if such default cannot be cured in such time, shall not give within ten days such assurance of cure as shall be reasonably satisfactory to the Issuer); (ii) a court having jurisdiction in the premises shall enter a decree or order for relief, and such decree or order shall not have been vacated within 60 days, in respect of the Administrator in any involuntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect or appoint a receiver, liquidator, assignee, custodian, trustee, sequestrator or similar official for the Administrator or any substantial part of its property or order the winding-up or liquidation of its affairs; or (iii) the Administrator shall commence a voluntary case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, shall consent to the entry of an order for relief in an involuntary case under any such law, or shall consent to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the Administrator or any substantial part of its property, shall consent to the taking of possession by any such official of any substantial part of its property, shall make any general assignment for the benefit of creditors or shall fail generally to pay its debts as they become due. The Administrator agrees that if any of the events specified in clauses (ii) or (iii) above shall occur, it shall give written notice thereof to the Issuer and the Indenture Trustee within seven days after the occurrence of such event. 9 12 (d) No resignation or removal of the Administrator pursuant to this Section shall be effective until (i) a successor Administrator shall have been appointed by the Issuer and (ii) such successor Administrator shall have agreed in writing to be bound by the terms of this Agreement in the same manner as the Administrator is bound hereunder. (e) The appointment of any successor Administrator shall be effective only after satisfaction of the Rating Agency Condition with respect to the proposed appointment. (f) Subject to Section 8(d) and 8(e), the Administrator acknowledges that upon the appointment of a Successor Servicer pursuant to the Sale and Servicing Agreement, the Administrator shall immediately resign and such Successor Servicer shall automatically become the Administrator under this Agreement; provided, however, that this paragraph shall not apply at such times as the Trustee shall be the Successor Servicer. Section 9. Action upon Termination, Resignation or Removal. Promptly upon the effective date of termination of this Agreement pursuant to the first sentence of Section 8 or the resignation or removal of the Administrator pursuant to Section 8(a), (b) or (c), respectively, the Administrator shall be entitled to be paid all fees and reimbursable expenses accruing to it to the date of such termination, resignation or removal. The Administrator shall forthwith upon such termination pursuant to the first sentence of Section 8 deliver to the Issuer all property and documents of or relating to the Collateral then in the custody of the Administrator. In the event of the resignation or removal of the Administrator pursuant to Section 8(a), (b) or (c), respectively, the Administrator shall cooperate with the Issuer and take all reasonable steps requested to assist the Issuer in making an orderly transfer of the duties of the Administrator. Section 10. Notices. Any notice, report or other communication given hereunder shall be in writing and addressed as follows: (i) if to the Issuer or the Owner Trustee, at the Corporate Trust Office; (ii) if to the Administrator, at 22840 Savi Ranch Parkway, Yorba Linda, California 92687, Attention: Senior Vice President; (iii) if to the Indenture Trustee, at ________________, Attention: ____________; or (iv) with respect to any of the foregoing Persons, at such other address as shall be designated by such Person in a written notice to the other foregoing Persons. Delivery shall occur only upon actual receipt or rejected tender of such communication by an officer of the recipient entitled to receive such notices located at the address of such recipient for notices hereunder. Section 11. Amendments. This Agreement may be amended from time to time by a written amendment duly executed and delivered by the parties hereto, with the written consent of the Owner Trustee but without the consent of the Securityholders, for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of the Securityholders; provided that such amendment will not, in the Opinion of Counsel satisfactory to the Indenture Trustee, materially and adversely affect the interest of any Securityholder. This Agreement may also be amended by the parties hereto with the written consent of the Owner Trustee and Noteholders evidencing at least a majority of the Voting Interest thereof and Certificateholders evidencing at least a majority of the 10 13 Voting Interest thereof for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in any manner the rights of Securityholders; provided, however, that no such amendment may (i) increase or reduce in any manner the amount of, or accelerate or delay the timing of, collections of payments on the Receivables or distributions required to be made for the benefit of the Securityholders or (ii) reduce the aforesaid percentage of Securityholders required to consent to any such amendment, without the consent of all Securityholders. Notwithstanding the foregoing, the Administrator may not amend this Agreement without the permission of the Seller, which permission shall not be unreasonably withheld. Section 12. Successors and Assigns. This Agreement may not be assigned by the Administrator unless such assignment is previously consented to in writing by the Issuer and the Owner Trustee and subject to the satisfaction of the Rating Agency Condition in respect thereof. An assignment with such consent and satisfaction, if accepted by the assignee, shall bind the assignee hereunder in the same manner as the Administrator is bound hereunder. Notwithstanding the foregoing, this Agreement may be assigned by the Administrator without the consent of the Issuer or the Owner Trustee to a corporation or other organization that is a successor (by merger, consolidation or purchase of assets) to the Administrator; provided, that such successor organization executes and delivers to the Issuer and the Trustees an agreement, in form and substance reasonably satisfactory to the Trustees, in which such corporation or other organization agrees to be bound hereunder by the terms of said assignment in the same manner as the Administrator is bound hereunder. Subject to the foregoing, this Agreement shall bind any successors or assigns of the parties hereto. Section 13. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS, EXCEPT THAT THE DUTIES OF THE INDENTURE TRUSTEE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. Section 14. Table of Contents and Headings. The Table of Contents and Article and Section headings herein are for convenience of reference only and shall not define or limit any of the terms or provisions hereof. Section 15. Counterparts. This Agreement may be executed in any number of counterparts, each of which so executed and delivered shall be deemed to be an original, but all of which counterparts shall together constitute but one and the same instrument. Section 16. Severability. If one or more of the covenants, agreements, provisions or terms of this Agreement (including any amendment or supplement hereto) shall be for any reason whatsoever held invalid or unenforceable, then such covenants, agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement, as the same may be amended or supplemented, and shall in no way affect the validity 11 14 or enforceability of the other covenants, agreements, provisions or terms of this Agreement or any amendment or supplement hereto. Section 17. Limitation of Liability of Owner Trustee and Indenture Trustee. (a) Notwithstanding anything contained herein to the contrary, this instrument has been countersigned by _______________ not in its individual capacity but solely in its capacity as Owner Trustee of the Issuer and in no event shall ______________ in its individual capacity or any beneficial owner of the Issuer have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder, as to all of which recourse shall be had solely to the assets of the Issuer. For all purposes of this Agreement, in the performance of any duties or obligations of the Issuer hereunder, the Owner Trustee shall be subject to, and entitled to the benefits of, the terms and provisions of Articles Six, Seven and Eight of the Trust Agreement. (b) Notwithstanding anything contained herein to the contrary, this Agreement has been countersigned by _______________ not in its individual capacity but solely as Indenture Trustee and in no event shall ________________ have any liability for the representations, warranties, covenants, agreements or other obligations of the Issuer hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be had solely to the assets of the Issuer. Section 18. Third Party Beneficiary. The Owner Trustee is a third party beneficiary to this Agreement and is entitled to the rights and benefits hereunder and may enforce the provisions hereof as if it were a party hereto. 12 15 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered as of the day and year first above written. FLEETWOOD CREDIT RV RECEIVABLES 199 - OWNER TRUST By: ---------------------------------, as Owner Trustee By: --------------------------------- Name: Title: FLEETWOOD CREDIT RECEIVABLES CORP., as Seller By: --------------------------------- Name: Title: --------------------------- as Indenture Trustee By: --------------------------------- Name: Title: FLEETWOOD CREDIT CORP., as Administrator By: --------------------------------- Name: Title: 13 -----END PRIVACY-ENHANCED MESSAGE-----