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                                                                     EXHIBIT 4.1

          Manufactured Housing Contract Senior/Subordinate Pass-Through
                           Certificates, Series 1999-6



                         POOLING AND SERVICING AGREEMENT

                                      among

                      CONSECO FINANCE SECURITIZATIONS CORP.
                                    as Seller

                              CONSECO FINANCE CORP.
                      as Originator, Servicer and Guarantor

                                       and

                         U.S. BANK NATIONAL ASSOCIATION
              not in its individual capacity but solely as Trustee


                          Dated as of November 1, 1999
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                                TABLE OF CONTENTS


ARTICLE I             DEFINITIONS............................................1-1
         SECTION 1.01.  General..............................................1-1
         SECTION 1.02.  Specific Terms.......................................1-1
         SECTION 1.03.  Calculations........................................1-32

ARTICLE II            ESTABLISHMENT OF TRUST; TRANSFER OF CONTRACTS..........2-1
         SECTION 2.01.  Closing..............................................2-1
         SECTION 2.02.  Conditions to the Closing............................2-2
         SECTION 2.03.  Conveyance of the Subsequent Contracts...............2-4
         SECTION 2.04.  Acceptance by Trustee................................2-6
         SECTION 2.05.  REMIC Provisions.....................................2-6

ARTICLE III           REPRESENTATIONS AND WARRANTIES.........................3-1
         SECTION 3.02.  Representations and Warranties Regarding Each
                                Contract.....................................3-2
         SECTION 3.03.  Additional Representations and Warranties............3-6
         SECTION 3.04.  Representations and Warranties Regarding the
                                Contracts in the Aggregate...................3-7
         SECTION 3.05.  Representations and Warranties Regarding the
                                Contract Files...............................3-9
         SECTION 3.06.  Repurchase of Contracts or Substitution of
                                Contracts for Breach of Representations
                                and Warranties...............................3-9
         SECTION 3.07.  No Repurchase or Substitution Under Certain
                                Circumstances...............................3-13
         SECTION 3.08.  Staged-Funding Contract Reserve Account.............3-14

ARTICLE IV            PERFECTION OF TRANSFER AND PROTECTION OF
                      SECURITY INTERESTS.....................................4-1
         SECTION 4.01.  Custody of Contracts.................................4-1
         SECTION 4.02.  Filings..............................................4-2
         SECTION 4.03.  Name Change or Relocation............................4-2
         SECTION 4.04.  Chief Executive Office...............................4-2
         SECTION 4.05.  Costs and Expenses...................................4-3

ARTICLE V             SERVICING OF CONTRACTS.................................5-1
         SECTION 5.01.  Responsibility for Contract Administration...........5-1
         SECTION 5.02.  Standard of Care.....................................5-1
         SECTION 5.03.  Records..............................................5-1
         SECTION 5.04.  Inspection; Computer Tape............................5-1
         SECTION 5.05.  Certificate Account..................................5-2
         SECTION 5.06.  Enforcement..........................................5-4
         SECTION 5.07.  Trustee to Cooperate.................................5-5
         SECTION 5.08.  Costs and Expenses...................................5-6
         SECTION 5.09.  Maintenance of Insurance.............................5-6
         SECTION 5.10.  Repossession.........................................5-7
         SECTION 5.11.  Commingling of Funds.................................5-8


                                       -i-
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         SECTION 5.12.  Retitling; Security Interests........................5-8
         SECTION 5.13.  Covenants, Representations and Warranties of
                                Servicer.....................................5-9

ARTICLE VI            REPORTS AND TAX MATTERS................................6-1
         SECTION 6.01.  Monthly Reports......................................6-1
         SECTION 6.02.  Certificate of Servicing Officer.....................6-1
         SECTION 6.03.  Other Data...........................................6-1
         SECTION 6.04.  Annual Report of Accountants.........................6-1
         SECTION 6.05.  Statements to Certificateholders.....................6-2
         SECTION 6.06.  Payment of Taxes.....................................6-7

ARTICLE VI            SERVICE TRANSFER.......................................7-1
         SECTION 7.01.  Event of Termination.................................7-1
         SECTION 7.02.  Transfer.............................................7-1
         SECTION 7.03.  Trustee to Act; Appointment of Successor.............7-2
         SECTION 7.04.  Notification to Certificateholders...................7-3
         SECTION 7.05.  Effect of Transfer...................................7-3
         SECTION 7.06.  Transfer of Certificate Account......................7-3

ARTICLE VIII          PAYMENTS...............................................8-1
         SECTION 8.01.  Monthly Payments.....................................8-1
         SECTION 8.02.  Permitted Withdrawals from the Certificate Account...8-2
         SECTION 8.03.  Payments.............................................8-2
         SECTION 8.04.  Limited Guarantee....................................8-7
         SECTION 8.05.  Class C Subsidiary Certificateholder's Purchase
                                Option; Auction Sale; Additional
                                Principal Distribution Amount................8-8
         SECTION 8.06.  Capitalized Interest Account........................8-10
         SECTION 8.07.  Pre-Funding Account.................................8-11

ARTICLE IX            THE CERTIFICATES AND UNCERTIFICATED
                      SUBSIDIARY INTERESTS...................................9-1
         SECTION 9.01.  The Certificates.....................................9-1
         SECTION 9.02.  Registration of Transfer and Exchange of
                                Certificates.................................9-2
         SECTION 9.03.  No Charge; Disposition of Void Certificates..........9-5
         SECTION 9.04.  Mutilated, Destroyed, Lost or Stolen Certificates....9-6
         SECTION 9.05.  Persons Deemed Owners................................9-6
         SECTION 9.06.  Access to List of Certificateholders' Names and
                                Addresses....................................9-6
         SECTION 9.07.  Authenticating Agents................................9-7

ARTICLE X             INDEMNITIES...........................................10-1
         SECTION 10.01.  Company's Indemnities..............................10-1
         SECTION 10.02.  Liabilities to Obligors............................10-1
         SECTION 10.03.  Tax Indemnification................................10-1
         SECTION 10.04.  Servicer's Indemnities.............................10-1
         SECTION 10.05.  Operation of Indemnities...........................10-2
         SECTION 10.06.  REMIC Tax Matters..................................10-2


                                      -ii-
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ARTICLE XI            THE TRUSTEE...........................................11-1
         SECTION 11.01.  Duties of Trustee..................................11-1
         SECTION 11.02.  Certain Matters Affecting the Trustee..............11-2
         SECTION 11.03.  Trustee Not Liable for Certificates or Contracts...11-3
         SECTION 11.04.  Rights of Certificateholders to Direct Trustee
                               and to Waive Event of Termination............11-3
         SECTION 11.05.  The Servicer to Pay Trustee's Fees and Expenses....11-4
         SECTION 11.06.  Eligibility Requirements for Trustee...............11-4
         SECTION 11.07.  Resignation or Removal of Trustee..................11-5
         SECTION 11.08.  Successor Trustee..................................11-6
         SECTION 11.09.  Merger or Consolidation of Trustee.................11-6
         SECTION 11.10.  Tax Returns........................................11-6
         SECTION 11.11.  Obligor Claims.....................................11-7
         SECTION 11.12.  Appointment of Co-Trustee or Separate Trustee......11-7
         SECTION 11.13.  Agents of Trustee..................................11-8

ARTICLE XII           MISCELLANEOUS.........................................12-1
         SECTION 12.01.  Servicer Not to Assign Duties or Resign;
                               Delegation of Servicing Functions............12-1
         SECTION 12.02.  Maintenance of Office or Agency....................12-1
         SECTION 12.03.  Termination........................................12-2
         SECTION 12.04.  Acts of Certificateholders.........................12-3
         SECTION 12.05.  Calculations.......................................12-4
         SECTION 12.06.  Assignment or Delegation by Originator.............12-4
         SECTION 12.07.  Amendment..........................................12-5
         SECTION 12.08.  Notices............................................12-7
         SECTION 12.09.  Merger and Integration.............................12-8
         SECTION 12.10.  Headings...........................................12-8
         SECTION 12.11.  Governing Law......................................12-8

Exhibit A      --   Form of Class A-1 Certificate........................... A-1
Exhibit B      --   Form of Class M-1 or Class M-2 Certificate.............. B-1
Exhibit C-1    --   Form of Class B-1 or Class B-2 Certificate.............C-1-1
Exhibit C-2    --   Form of Class B-3I Certificate.........................C-2-1
Exhibit D      --   Form of Assignment...................................... D-1
Exhibit E      --   Form of Certificate of Officer.......................... E-1
Exhibit F      --   Form of Opinion of Counsel for the Originator........... F-1
Exhibit G      --   Form of Trustee's Acknowledgment........................ G-1
Exhibit H      --   Form of Custodian's Acknowledgment...................... H-1
Exhibit I      --   Form of Certificate of Servicing Officer................ I-1
Exhibit J      --   Form of Class C Subsidiary Certificate.................. J-1
Exhibit K      --   Form of Class C Master Certificate...................... K-1
Exhibit L-1    --   Form of Certificate Regarding Repurchased Contracts....L-1-1
Exhibit L-2    --   Form of Certificate Regarding Substituted Contracts....L-2-1
Exhibit M      --   Form of Representation Letter........................... M-1


                                      -iii-
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Exhibit N      --   Form of Monthly Report...................................N-1
Exhibit O      --   Form of Addition Notice..................................O-1
Exhibit P      --   Form of Subsequent Transfer Instrument...................P-1
Exhibit Q      --   Form of Officer's Certificate (Subsequent Transfer)......Q-1


                                      -iv-
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         AGREEMENT, dated as of November 1, 1999, among Conseco Finance
Securitizations Corp., a corporation organized and existing under the laws of
the State of Minnesota, as Seller (the "Seller"), Conseco Finance Corp., a
corporation organized and existing under the laws of the State of Delaware, as
originator of the manufactured housing installment sales contracts and
installment loan agreements described herein (the "Originator"), as servicer
(the "Servicer") and as Limited Guarantor of the Class B-2 Certificates (the
"Guarantor"), and U.S. Bank National Association, a national banking
association, not in its individual capacity but solely as Trustee (the
"Trustee").

         WHEREAS, in the regular course of its business, Conseco Finance Corp.
originates, purchases and services manufactured housing installment sales
contracts and installment loan agreements, which contracts provide for
installment payments by or on behalf of the owner of the manufactured home and
grant security interests in the related manufactured home (or, in certain cases,
mortgages or deeds of trust on the real estate to which such manufactured home
is deemed permanently affixed);

         WHEREAS, the Seller, the Originator, the Servicer, the Guarantor and
the Trustee wish to set forth the terms and conditions pursuant to which the
"Trust," as hereinafter defined, will acquire the "Contracts," as hereinafter
defined, and the Servicer will manage and service the Contracts;

         NOW, THEREFORE, in consideration of the premises and the mutual
agreements hereinafter set forth, the parties hereto agree as provided herein:


                                       -1-
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

         SECTION 1.01.  General.

         For the purpose of this Agreement, except as otherwise expressly
provided or unless the context otherwise requires, the terms defined in this
Article include the plural as well as the singular, the words "herein," "hereof"
and "hereunder" and other words of similar import refer to this Agreement as a
whole and not to any particular Article, Section or other subdivision, and
Section references refer to Sections of the Agreement.

         SECTION 1.02.  Specific Terms.

         "Addition Notice" means, with respect to each transfer of Subsequent
Contracts to the Trust pursuant to Section 2.03 of this Agreement, a notice,
substantially in the form of Exhibit O, which shall be given not less than five
Business Days prior to the related Subsequent Transfer Date, of the Seller's
designation of Subsequent Contracts to be sold to the Trust and the aggregate
Cut-off Date Principal Balances of such Subsequent Contracts.

         "Additional Contract" means a Contract identified in the List of
Contracts delivered pursuant to Section 2.02(a) that is not an Initial Contract.

         "Additional Principal Distribution Amount" means, as to any Remittance
Date, the Amount Available remaining after payment of the amounts described in
clauses (1) through (11) of Section 8.03(a), subject to the limitations and
conditions specified in Section 8.03(c)(12).

         "Adjusted Amount Available" means, as to any Remittance Date, the sum
of the Amount Available and any amount withdrawn from the Capitalized Interest
Account or Pre-Funding Account and deposited in the Certificate Account on such
Remittance Date.

         "Adjusted Certificate Principal Balance" means, as of any Remittance
Date, the sum of the Class A-1 Principal Balance, the Class M-1 Adjusted
Principal Balance, the Class M-2 Adjusted Principal Balance, the Class B-1
Adjusted Principal Balance and the Class B-2 Principal Balance as of that
Distribution Date.

         "Advance Payment" means any payment by an Obligor in advance of the
related Due Period in which it would be due under such Contract and which
payment is not a Principal Prepayment.

         "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.


                                       1-1
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         "Agreement" means this Pooling and Servicing Agreement, as the same may
be amended or supplemented from time to time.

         "Amount Available" means, as to any Remittance Date, an amount equal to

          (a)     the sum of

                  (i)      the amount on deposit in the Certificate Account as
                           of the close of business on the last day of the
                           related Due Period,

                  (ii)     any amounts required to be deposited in the
                           Certificate Account on the Business Day immediately
                           preceding such Remittance Date pursuant to
                           Section 5.09, and

                  (iii)    all collections in respect of principal on the
                           Contracts received after the last day of the related
                           Due Period up to and including the third Business Day
                           prior to such Remittance Date (but in no event later
                           than the 25th day of the month prior to such
                           Remittance Date), minus

         (b)      the sum as of the close of business on the Business Day
                  preceding such Remittance Date of

                  (i)      the Amount Held for Future Distribution,

                  (ii)     amounts permitted to be withdrawn by the Trustee from
                           the Certificate Account pursuant to clauses (b) -
                           (e), inclusive, of Section 8.02, and

                  (iii)    with respect to all Remittance Dates other than the
                           Remittance Date in January 2000, all collections in
                           respect of principal on the Contracts received on or
                           after the first day of the related Due Period up to
                           and including the third Business Day prior to the
                           preceding Remittance Date (but in no event later than
                           the 25th day of the month prior to the preceding
                           Remittance Date).

         "Amount Held for Future Distribution" means, as to any Remittance Date,
the total of the amounts held in the Certificate Account on the last day of the
related Due Period on account of Advance Payments in respect of such related Due
Period (not including any portion of Advance Payments received during such
related Due Period that was distributed on the prior Remittance Date pursuant to
clause (vi) of the definition of "Formula Principal Distribution Amount").

         "Applicants" has the meaning assigned in Section 9.06.

         "Appraised Value" means, with respect to any Manufactured Home, the
value of such Manufactured Home as determined by a professional appraiser (who
may be an employee of the Company).


                                       1-2
<PAGE>

         "Assumption Fee" means any assumption or other similar fee paid by the
Obligor on a Contract.

         "Auction Date" has the meaning assigned in Section 8.05(e).

         "Authenticating Agent" means any authenticating agent appointed
pursuant to Section 9.07.

         "Average Sixty-Day Delinquency Ratio" means the arithmetic average of
the Sixty-Day Delinquency Ratios for such Remittance Date and for the two
immediately preceding Remittance Dates.

         "Book-Entry Certificate" means any Certificate registered in the name
of the Depository or its nominee ownership of which is reflected on the books of
the Depository or on the books of a person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository).

         "Business Day" means any day other than (a) a Saturday or a Sunday, or
(b) another day on which banking institutions in the city in which a Person is
taking action hereunder are authorized or obligated by law, executive order or
governmental decree to be closed.

         "Capitalized Interest Account" means the account established and
maintained pursuant to Section 8.06.

         "Certificates" means the Class A-1, Class M, Class B, Class B-3I, and
Class C Certificates, collectively.

         "Certificate Account" means the account established and maintained
pursuant to Section 5.05.

         "Certificate Owner" means the person who is the beneficial owner of a
Book-Entry Certificate.

         "Certificate Register" means the register maintained pursuant to
Section 9.02.

         "Certificate Registrar" or "Registrar" means the registrar appointed
pursuant to Section 9.02.

         "Certificateholder" or "Holder" means the person in whose name a
Certificate is registered on the Certificate Register, except that, solely for
the purposes of giving any consent, waiver, request or demand pursuant to this
Agreement, any Regular Certificate registered in the name of the Originator or
the Seller or any of their Affiliates shall be deemed not to be outstanding and
the Percentage Interest evidenced thereby shall not be taken into account in
determining whether the requisite Percentage Interest necessary to effect any
such consent, request, waiver or demand has been obtained; provided, however,
that, solely for the purpose of determining whether the Trustee is entitled to
rely upon any such consent, waiver, request or


                                       1-3
<PAGE>

demand, only Regular Certificates which the Trustee knows to be so owned shall
be so disregarded.

         "Class," "Class A-1," "Class M," "Class B," "Class B-3I" or "Class C"
means pertaining to each Class of Class A-1 Certificates, Class M Certificates,
Class B Certificates, Class B-3I Certificates and/or Class C Certificates, as
the case may be.

         "Class A-1 Certificate" means any one of the Class A-1 Certificates
executed and delivered by the Trustee substantially in the form set forth in
Exhibit A and evidencing an interest designated as a "regular interest" in the
Master REMIC for purposes of the REMIC Provisions.

         "Class A-1 Cross-Over Date" means the Remittance Date on which the
Class A-1 Principal Balance (after giving effect to the distributions of
principal on the Class A-1 Certificates on such Remittance Date) is reduced to
zero.

         "Class A-1 Formula Distribution Amount" means, as to any Remittance
Date, an amount equal to the sum of (a) interest (calculated in the manner
specified in Section 1.03) at the Class A-1 Remittance Rate on the Class A-1
Principal Balance, (b) the aggregate Unpaid Class A-1 Interest Shortfall, if
any, (c) the Class A-1 Percentage of the Formula Principal Distribution Amount,
(d) any Unpaid Class A-1 Principal Shortfall, and (e) any Additional Principal
Distribution Amount to be distributed to the Class A-1 Certificates pursuant to
Section 8.03(a)(12); provided, however, that the aggregate of all amounts
distributed for all Remittance Dates pursuant to clauses (c), (d) and (e) shall
not exceed the Original Class A-l Principal Balance.

         "Class A-1 Interest Distribution Amount" means, as to any Remittance
Date, the sum of the amount specified in clause (a) of the definition of the
term "Class A-1 Formula Distribution Amount" plus the Unpaid Class A-1 Interest
Shortfall, if any.

         "Class A-1 Interest Shortfall" means, as to any Remittance Date and
with respect to the Class A-1 Certificates, the amount, if any, by which the
amount distributed to Holders of Class A-1 Certificates on such Remittance Date
pursuant to Section 8.03(a)(2) is less than the Class A-1 Interest Distribution
Amount for such Class.

         "Class A-1 Percentage" means:

         (i)      as to any Remittance Date on or prior to the Class A-1
                  Cross-Over Date and on which the Class M-1 Distribution Test
                  is not satisfied, 100%,

         (ii)     as to any Remittance Date on which the Class M-1 Distribution
                  Test is satisfied but the Class M-2 Distribution Test and the
                  Class B Distribution Test are not satisfied, a fraction,
                  expressed as a percentage, the numerator of which is the Class
                  A-1 Principal Balance as of such Remittance Date, and the
                  denominator of which is the sum of the Class A-1 Principal
                  Balance and the Class M-1 Principal

                                       1-4
<PAGE>

                  Balance (minus the Unpaid Class M-1 Principal Shortfall, if
                  any) as of such Remittance Date,

         (iii)    as to any Remittance Date on which both the Class M-1
                  Distribution Test and the Class M-2 Distribution Test are
                  satisfied but the Class B Distribution Test is not satisfied,
                  a fraction, expressed as a percentage, the numerator of which
                  is the Class A-1 Principal Balance as of such Remittance Date,
                  and the denominator of which is the sum of the Class A-1
                  Principal Balance, the Class M-1 Principal Balance (minus the
                  Unpaid Class M-1 Principal Shortfall, if any), and the Class
                  M-2 Principal Balance (minus the Unpaid Class M-2 Principal
                  Shortfall, if any) as of such Remittance Date,

         (iv)     as to any Remittance Date on which the Class M-1 Distribution
                  Test, the Class M-2 Distribution Test and the Class B
                  Distribution Test are satisfied, a fraction, expressed as a
                  percentage, the numerator of which is the Class A-1 Principal
                  Balance as of such Remittance Date, and the denominator of
                  which is the Pool Scheduled Principal Balance as of the
                  immediately preceding Remittance Date and

         (v)      as to any Remittance Date after the Class A-1 Cross-Over Date,
                  0%.

         "Class A-1 Principal Balance" means, as to any Remittance Date, the
original Class A-1 Principal Balance less all amounts previously distributed to
Holders of Class A-1 Certificates on account of principal.

         "Class A-1 Principal Deficiency Amount" means, as to any Remittance
Date, the amount, if any, by which the Pool Scheduled Principal Balance plus any
Pre-Funded Amount is less than the Class A-1 Principal Balance.

         "Class A-1 Principal Shortfall" means, as to any Remittance Date, the
amount, if any, by which the amount distributed to Holders of Class A-1
Certificates on such Remittance Date pursuant to Section 8.03(a)(6)(ii) is less
than the Class A-1 Percentage of the Formula Principal Distribution Amount for
such Remittance Date.

         "Class A-1 Remittance Rate" means 7.36% per annum.

         "Class A-1-S1 Interest" means a regular interest in the Subsidiary
REMIC which is held as an asset of the Master REMIC and is entitled to monthly
distributions as provided in Section 8.03(b).

         "Class B-1 Adjusted Principal Balance" means, as of any Remittance
Date, the Class B-1 Principal Balance as of that Remittance Date minus the Class
B-1 Liquidation Loss Amount (if any) as of the prior Remittance Date.

         "Class B Certificate" means any one of the Class B-1 or Class B-2
Certificates.


                                       1-5
<PAGE>

         "Class B-1 Certificate" means any one of the Class B-1 Certificates
executed and delivered by the Trustee substantially in the form set forth in
Exhibit C-1 hereto and evidencing an interest designated as a "regular interest"
in the Master REMIC for purposes of the REMIC Provisions.

         "Class B-2 Certificate" means any one of the Class B-2 Certificates
executed and delivered by the Trustee substantially in the form set forth in
Exhibit C-1 hereto and evidencing an interest designated as a "regular interest"
in the Master REMIC for purposes of the REMIC Provisions.

         "Class B-1 Cross-Over Date" means the Remittance Date on which the
Class B-1 Principal Balance (after giving effect to the distributions of
principal on the Class B-1 Certificates on such Remittance Date) is reduced to
zero.

         "Class B-2 Distribution Amount" means, as to any Remittance Date, the
lesser of (a) the Remaining Amount Available and (b) the Class B-2 Formula
Distribution Amount for such Remittance Date.

         "Class B Distribution Test" means, to be considered "satisfied" for any
Remittance Date, that (i) such Remittance Date occurs in or after January 2004;
(ii) the Average Sixty-Day Delinquency Ratio for such Remittance Date is less
than or equal to 5.00%; (iii) the Cumulative Realized Losses Test for such
Remittance Date is satisfied; (iv) the Current Realized Loss Ratio for such
Remittance Date is less than or equal to 2.75%; (v) the fraction, expressed as a
percentage, the numerator of which is the sum of the Class B Principal Balance
and the Overcollateralization Amount as of such Remittance Date and the
denominator of which is the Pool Scheduled Principal Balance as of the
immediately preceding Remittance Date, is equal to or greater than 12.75%; and
(vi) the Class B Principal Balance as of such Remittance Date is greater than or
equal to $20,000,000.

         "Class B-1 Formula Distribution Amount" means, as to any Remittance
Date, an amount equal to the sum of (a) interest (calculated in the manner
specified in Section 1.03) at the Class B-1 Remittance Rate on the Class B-1
Adjusted Principal Balance as of such Remittance Date, (b) any Unpaid Class B-1
Interest Shortfall, (c) the Class B Percentage of the Formula Principal
Distribution Amount, (d) any Unpaid Class B-1 Principal Shortfall, (e) any
Additional Principal Distribution Amount to be distributed to the Class B-1
Certificates pursuant to Section 8.03(a)(12), (f) any Class B-1 Liquidation Loss
Interest Amount, and (g) any Unpaid Class B-1 Liquidation Loss Interest
Shortfall; provided, however, that on the Class M-2 Cross-Over Date, the balance
of any amounts that would have been distributable on such date pursuant to
clauses (c), (d) and (e) of the term "Class M-2 Formula Distribution Amount"
(assuming a sufficient Amount Available) but for the operation of the second
proviso to such term shall instead be included in clause (c) or (e) of this
definition, as applicable; provided, further, that the aggregate of all amounts
distributed pursuant to clauses (c), (d) and (e) of this definition shall not
exceed the Original Class B-1 Principal Balance.

         "Class B-2 Formula Distribution Amount" means, as to any Remittance
Date, an amount equal to the sum of (a) interest (calculated in the manner
specified in Section 1.03) at the Class

                                       1-6
<PAGE>

B-2 Remittance Rate on the Class B-2 Principal Balance as calculated immediately
prior to such Remittance Date, (b) any Unpaid Class B-2 Interest Shortfall, (c)
(i) if such Remittance Date is prior to or on the Class B-1 Cross-Over Date,
zero or (ii) if such Remittance Date is after the Class B-1 Cross-Over Date, the
Class B Percentage of the Formula Principal Distribution Amount, (d) the Class
B-2 Liquidation Loss Amount, (e) any Unpaid Class B-2 Principal Shortfall, and
(f) any Additional Principal Distribution Amount to be distributed to the Class
B-2 Certificates pursuant to Section 8.03(a)(12); provided, however, that on the
Class B-1 Cross- Over Date, the balance of any amounts that would have been
distributable on such date pursuant to clauses (c), (d) and (e) of the term
"Class B-1 Formula Distribution Amount" (assuming a sufficient Remaining Amount
Available) but for the operation of the second proviso to such term shall
instead be included in clause (c) or (f) of this definition, as applicable;
provided, further, that the aggregate of all amounts distributed pursuant to
clauses (c), (d), (e) and (f) of this definition shall not exceed the Original
Class B-2 Principal Balance.

         "Class B-1 Interest Deficiency Amount" means, as to the Class B-1
Certificates and any Remittance Date, the difference, if any, between (i) the
sum of the amounts described in clauses (a), (b), (f) and (g) of the definition
of the term "Class B-1 Formula Distribution Amount" and (ii) the amount
available for distribution to the Class B-1 Certificateholders pursuant to
Section 8.03(a)(5)(i) and (ii) and Section 8.03(a)(9)(iii) and (iv) on such
Remittance Date.

         "Class B-1 Interest Distribution Amount" means, as to any Remittance
Date, the amount specified in clause (a) of the definition of "Class B-1 Formula
Distribution Amount" plus the Unpaid Class B-1 Interest Shortfall, if any.

         "Class B-1 Interest Shortfall" means, as to any Remittance Date, the
difference, if any, between (A) the sum of (i) the amount distributed to Holders
of the Class B-1 Certificates on such Remittance Date pursuant to Sections
8.03(a)(5)(i) and (ii), and (ii) any amount distributed to the Holders of the
Class B-1 Certificates pursuant to Section 8.03(c) on such Remittance Date, and
(B) the Class B-1 Interest Distribution Amount for such Remittance Date.

         "Class B-2 Interest Shortfall" means, as to any Remittance Date, the
amount, if any, by which the amount distributed to Holders of Class B-2
Certificates on such Remittance Date pursuant to Sections 8.03(a)(10)(i) and
(ii), together with any Guarantee Payment, is less than the sum of the amounts
specified in clauses (a) and (b) of the definition of the term "Class B-2
Formula Distribution Amount."

         "Class B-1 Liquidation Loss Amount" means, as of any Remittance Date,
the lesser of (x) the amount, if any, by which the sum of the Class A-1
Principal Balance, the Class M-1 Principal Balance, the Class M-2 Principal
Balance and the Class B-1 Principal Balance for such Remittance Date exceeds the
sum of the Pre-Funded Amount plus the Pool Scheduled Principal Balance for such
Remittance Date (after giving effect to all distributions of principal on the
Class A-1, Class M-1, Class M-2 and Class B-1 Certificates on such Remittance
Date) and (y) the Class B-1 Principal Balance (after giving effect to all
distributions of principal on the Class B-1 Certificates on such Remittance
Date).


                                       1-7
<PAGE>

         "Class B-2 Liquidation Loss Amount" means, as to any Remittance Date,
the lesser of (x) the amount, if any, by which the sum of the Class A-1
Principal Balance, the Class M-1 Principal Balance, the Class M-2 Principal
Balance, the Class B-1 Principal Balance and the Class B-2 Principal Balance for
such Remittance Date exceeds the sum of the Pre-Funded Amount plus the Pool
Scheduled Principal Balance for such Remittance Date (after giving effect to all
distributions of principal on the Class A-1, Class M-1, Class M-2 and Class B-1
Certificates on such Remittance Date, and all distributions of principal on the
Class B-2 Certificates on such Remittance Date other than pursuant to the
Limited Guarantee) and (y) the Class B-2 Principal Balance.

         "Class B-1 Liquidation Loss Interest Amount" means, as to any
Remittance Date, an amount equal to interest (calculated in the manner specified
in Section 1.03) at the Class B-1 Remittance Rate on the Class B-1 Liquidation
Loss Amount (if any) for the immediately preceding Remittance Date.

         "Class B-1 Liquidation Loss Interest Shortfall" means, as to any
Remittance Date, the amount, if any, by which the amount distributed to Holders
of the Class B-1 Certificates on such Remittance Date pursuant to Section
8.03(a)(9)(iii) is less than the Class B-1 Liquidation Loss Interest Amount for
such Remittance Date.

         "Class B Percentage" means:

         (i)      as to any Remittance Date on which the Class B Distribution
                  Test is not satisfied, and the Class A-1 Principal Balance,
                  the Class M-1 Principal Balance and the Class M-2 Principal
                  Balance have not been reduced to zero, 0%,

         (ii)     as to any Remittance Date on which the Class B Distribution
                  Test, the Class M-2 Distribution Test and the Class M-1
                  Distribution Test are satisfied, 100% minus the sum of the
                  Class A-1 Percentage, the Class M-1 Percentage and the Class
                  M-2 Percentage, and

         (iii)    as to any Remittance Date after the Class M-2 Cross-Over Date,
                  100%.

         "Class B Principal Balance" means, as to any Remittance Date, the sum
of the Class B-1 Principal Balance and the Class B-2 Principal Balance.

         "Class B-1 Principal Balance" means, as to any Remittance Date, the
Original Class B-1 Principal Balance less all amounts previously distributed to
Holders of Class B-1 Certificates on account of principal.

         "Class B-2 Principal Balance" means, as to any Remittance Date, the
Original Class B-2 Principal Balance less all amounts previously distributed to
Holders of Class B-2 Certificates on account of principal (including any
Guarantee Payments).

         "Class B-1 Principal Shortfall" means, as to any Remittance Date, the
amount, if any, by which the amount distributed to Holders of Class B-1
Certificates on such Remittance Date

                                       1-8
<PAGE>

pursuant to Section 8.03(a)(9)(ii) is less than the amount described in clause
(c) of the definition of the term "Class B-1 Formula Distribution Amount."

         "Class B-2 Principal Shortfall" means, as to any Remittance Date, the
amount, if any, by which the amount distributed to Holders of Class B-2
Certificates on such Remittance Date pursuant to Section 8.03(a)(10)(iv),
together with any Guarantee Payment, is less than the sum of the amounts
described in clauses (c) and (d) of the definition of the term "Class B-2
Formula Distribution Amount."

         "Class B-1 Remittance Rate" means a floating rate (determined each Due
Period as of each Remittance Date) equal to the Weighted Average Contract Rate,
but in no event greater than 9.20% per annum.

         "Class B-2 Remittance Rate" means a floating rate (determined each Due
Period as of each Remittance Date) equal to the Weighted Average Contract Rate,
but in no event greater than 9.20% per annum.

         "Class B-3I Certificate" means any one of the Class B-3I Certificates
executed and delivered by the Trustee substantially in the form set forth in
Exhibit C-2 hereto and evidencing an interest designated as a "regular interest"
in the Master REMIC for purposes of the REMIC Provisions.

         "Class B-3I Distribution Amount" means, as to any Remittance Date, the
lesser of (a) the Amount Available less all amounts distributed pursuant to
Sections 8.03(a)(1)-(12), and (b) the Class B-3I Formula Distribution Amount for
such Remittance Date.

         "Class B-3I Formula Distribution Amount" means, as to any Remittance
Date, an amount equal to the sum of (a) the Excess Interest for such Remittance
Date, and (b) any Unpaid Class B-3I Shortfall as of such Remittance Date.

         "Class B-3I Shortfall" means, as to any Remittance Date, the amount, if
any, by which (a) the Class B-3I Formula Distribution Amount for such Remittance
Date exceeds (b) the Class B-3I Distribution Amount for such Remittance Date.

         "Class B-S1 Interest" means a regular interest in the Subsidiary REMIC
which is held as an asset of the Master REMIC and is entitled to monthly
distributions as provided in Section 8.03(b).

         "Class B-S2 Interest" means a regular interest in the Subsidiary REMIC
which is held as an asset of the Master REMIC and is entitled to monthly
distributions as provided in Section 8.03(b).

         "Class C Certificate" means any one of the Class C Subsidiary
Certificates or Class C Master Certificates.


                                       1-9
<PAGE>

         "Class C Certificateholder" means the person in whose name a Class C
Certificate is registered on the Certificate Register.

         "Class C Master Certificate" means a Class C Master Certificate
executed and delivered by the Trustee substantially in the form of Exhibit K,
and evidencing an interest designated as the "residual interest" in the Master
REMIC for purposes of the REMIC Provisions.

         "Class C Master Distribution Amount" means, as to any Remittance Date,
the amount, if any, distributable pursuant to Section 8.03(a)(15).

         "Class C Subsidiary Certificate" means a Class C Subsidiary Certificate
executed and delivered by the Trustee substantially in the form of Exhibit J,
and evidencing an interest designated as the "residual interest" in the
Subsidiary REMIC for purposes of the REMIC Provisions.

         "Class C Subsidiary Distribution Amount" means, as to any Remittance
Date, the amounts, if any, distributable pursuant to Section 8.03(b)(6).

         "Class M Certificate" means any one of the Class M-1 or M-2
Certificates executed and delivered by the Trustee.

         "Class M-1 Adjusted Principal Balance" means, as to any Remittance
Date, the Class M-1 Principal Balance as of that Remittance Date minus the Class
M-1 Liquidation Loss Amount (if any) as of the prior Remittance Date.

         "Class M-2 Adjusted Principal Balance" means, as to any Remittance
Date, the Class M-2 Principal Balance as of that Remittance Date minus the Class
M-2 Liquidation Loss Amount (if any) as of the prior Remittance Date.

         "Class M-1 Certificate" means any one of the Class M-1 Certificates
executed and delivered by the Trustee substantially in the form set forth in
Exhibit B and evidencing an interest designated as a "regular interest" in the
Trust for the purposes of the REMIC Provisions.

         "Class M-2 Certificate" means any one of the Class M-2 Certificates
executed and delivered by the Trustee substantially in the form set forth in
Exhibit B and evidencing an interest designated as a "regular interest" in the
Trust for the purposes of the REMIC Provisions.

         "Class M-1 Cross-Over Date" means the Remittance Date on which the
Class M-1 Principal Balance (after giving effect to the distributions of
principal on the Class M-1 Certificates on such Remittance Date) is reduced to
zero.

         "Class M-2 Cross-Over Date" means the Remittance Date on which the
Class M-2 Principal Balance (after giving effect to the distributions of
principal on the Class M-2 Certificates on such Remittance Date) is reduced to
zero.


                                      1-10
<PAGE>

         "Class M-1 Distribution Test" means, to be considered "satisfied" for
any Remittance Date, that (i) such Remittance Date occurs in or after January
2004; (ii) the Average Sixty-Day Delinquency Ratio for such Remittance Date is
less than or equal to 5.00%; (iii) the Cumulative Realized Losses Test for such
Remittance Date is satisfied; (iv) the Current Realized Loss Ratio for such
Remittance Date is less than or equal to 2.75%; and (v) the fraction, expressed
as a percentage, the numerator of which is the sum of the Class M-1 Principal
Balance, the Class M-2 Principal Balance, the Class B Principal Balance and the
Overcollateralization Amount as of such Remittance Date and the denominator of
which is the Pool Scheduled Principal Balance as of the immediately preceding
Remittance Date, is equal to or greater than 26.25%.

         "Class M-2 Distribution Test" means, to be considered "satisfied" for
any Remittance Date, that (i) such Remittance Date occurs in or after January
2004; (ii) the Average Sixty-Day Delinquency Ratio for such Remittance Date is
less than or equal to 5.00%; (iii) the Cumulative Realized Losses Test for such
Remittance Date is satisfied; (iv) the Current Realized Loss Ratio for such
Remittance Date is less than or equal to 2.75%; and (v) the fraction, expressed
as a percentage, the numerator of which is the sum of the Class M-2 Principal
Balance, the Class B Principal Balance and the Overcollateralization Amount as
of such Remittance Date and the denominator of which is the Pool Scheduled
Principal Balance as of the immediately preceding Remittance Date, is equal to
or greater than 18.75%.

         "Class M-1 Formula Distribution Amount" means, as to any Remittance
Date, an amount equal to the sum of (a) interest (calculated in the manner
specified in Section 1.03) at the Class M-1 Remittance Rate on the Class M-1
Adjusted Principal Balance as of such Remittance Date, (b) the aggregate Unpaid
Class M-1 Interest Shortfall, if any, (c) the Class M-1 Percentage of the
Formula Principal Distribution Amount, (d) any Unpaid Class M-1 Principal
Shortfall, (e) any Additional Principal Distribution Amount to be distributed to
the Class M-1 Certificates pursuant to Section 8.03(a)(12), (f) any Class M-1
Liquidation Loss Interest Amount, and (g) any Class M-1 Liquidation Loss
Interest Amount, and (g) any Unpaid Class M-1 Liquidation Loss Interest
Shortfall; provided, however, that on the Class A-1 Cross-Over Date, the balance
of any amounts that would have been distributable on such date pursuant to
clauses (c), (d) and (e) of the term "Class A-1 Formula Distribution Amount"
(assuming a sufficient Amount Available) but for the operation of the proviso to
such term shall instead be included in clause (c) or (e) of this definition, as
applicable; provided, further, that the aggregate of all amounts distributed for
all Remittance Dates pursuant to clauses (c), (d) and (e) shall not exceed the
Original Class M-1 Principal Balance.

         "Class M-2 Formula Distribution Amount" means, as to any Remittance
Date, an amount equal to the sum of (a) interest (calculated in the manner
specified in Section 1.03) at the Class M-2 Remittance Rate on the Class M-2
Adjusted Principal Balance as of such Remittance Date, (b) the aggregate Unpaid
Class M-2 Interest Shortfall, if any, (c) the Class M-2 Percentage of the
Formula Principal Distribution Amount, (d) any Unpaid Class M-2 Principal
Shortfall, (e) any Additional Principal Distribution Amount to be distributed to
the Class M-2 Certificates pursuant to Section 8.03(a)(12), (f) any Class M-2
Liquidation Loss Interest Amount, and (g) any Unpaid Class M-2 Liquidation Loss
Interest Shortfall; provided, however, that on the Class M-1 Cross- Over Date,
the balance of any amounts that would have been distributable on such date
pursuant to clauses (c), (d) and (e) of the term "Class M-1 Formula Distribution
Amount" (assuming a

                                      1-11
<PAGE>

sufficient Amount Available) but for the operation of the proviso to such term
shall instead be included in clause (c) or (e) of this definition, as
applicable; provided, further, that the aggregate of all amounts distributed for
all Remittance Dates pursuant to clauses (c), (d) and (e) shall not exceed the
Original Class M-2 Principal Balance.

         "Class M-1 Interest Deficiency Amount" means, as to the Class M-1
Certificates and any Remittance Date, the difference, if any, between (i) the
sum of the amounts described in clauses (a), (b), (f) and (g) of the definition
of the term "Class M-1 Formula Distribution Amount" and (ii) the amount
available for distribution to the Class M-1 Certificateholders pursuant to
Section 8.03(a)(3)(i) and (ii) and Section 8.03(a)(7)(iii) and (iv) on such
Remittance Date.

         "Class M-2 Interest Deficiency Amount" means, as to the Class M-2
Certificates and any Remittance Date, the difference, if any, between (i) the
sum of the amounts described in clauses (a), (b), (f) and (g) of the definition
of the term "Class M-2 Formula Distribution Amount" and (ii) the amount
available for distribution to the Class M-2 Certificateholders pursuant to
Section 8.03(a)(4)(i) and (ii) and Section 8.03(a)(8)(iii) and (iv) on such
Remittance Date.

         "Class M-1 Interest Distribution Amount" means, as to any Remittance
Date, the amount specified in clause (a) of the definition of the term "Class
M-1 Formula Distribution Amount" plus the Unpaid Class M-1 Interest Shortfall,
if any.

         "Class M-2 Interest Distribution Amount" means, as to any Remittance
Date, the amount specified in clause (a) of the definition of the term "Class
M-2 Formula Distribution Amount" plus the Unpaid Class M-2 Interest Shortfall,
if any.

         "Class M-1 Interest Shortfall" means, as to any Remittance Date, the
difference, if any, between (A) the sum of (i) the amount distributed to Holders
of the Class M-1 Certificates on such Remittance Date pursuant to Section
8.03(a)(3)(i) and (ii), and (ii) any amount distributed to the Holders of the
Class M-1 Certificates pursuant to Section 8.03(c) on such Remittance Date, and
(B) the Class M-1 Interest Distribution Amount for such Remittance Date.

         "Class M-2 Interest Shortfall" means, as to any Remittance Date, the
difference, if any, between (A) the sum of (i) the amount distributed to Holders
of the Class M-2 Certificates on such Remittance Date pursuant to Section
8.03(a)(4)(i) and (ii), and (ii) any amount distributed to the Holders of the
Class M-2 Certificates pursuant to Section 8.03(c) on such Remittance Date, and
(B) the Class M-2 Interest Distribution Amount for such Remittance Date.

         "Class M-1 Liquidation Loss Amount" means, as to any Remittance Date,
the lesser of (x) the amount, if any, by which the sum of the Class A-1
Principal Balance and the Class M-1 Principal Balance for such Remittance Date
exceeds the sum of the Pre-Funded Amount plus the Pool Scheduled Principal
Balance for such Remittance Date (after giving effect to all distributions of
principal on the Class A and Class M-1 Certificates on such Remittance Date) and
(y) the Class M-1 Principal Balance (after giving effect to all distributions of
principal on the Class M-1 Certificates on such Remittance Date).


                                      1-12
<PAGE>

         "Class M-2 Liquidation Loss Amount" means, as to any Remittance Date,
the lesser of (x) the amount, if any, by which the sum of the Class A-1
Principal Balance, the Class M-1 Principal Balance and the Class M-2 Principal
Balance for such Remittance Date exceeds the sum of the Pre-Funded Amount plus
the Pool Scheduled Principal Balance for such Remittance Date (after giving
effect to all distributions of principal on the Class A, Class M-1 and Class M-2
Certificates on such Remittance Date) and (y) the Class M-2 Principal Balance
(after giving effect to all distributions of principal on the Class M-2
Certificates on such Remittance Date).

         "Class M-1 Liquidation Loss Interest Amount" means, as to any
Remittance Date, an amount equal to interest (calculated in the manner specified
in Section 1.03) at the Class M-1 Remittance Rate on the Class M-1 Liquidation
Loss Amount (if any) for the immediately preceding Remittance Date.

         "Class M-2 Liquidation Loss Interest Amount" means, as to any
Remittance Date, an amount equal to interest (calculated in the manner specified
in Section 1.03) at the Class M-2 Remittance Rate on the Class M-2 Liquidation
Loss Amount (if any) for the immediately preceding Remittance Date.

         "Class M-1 Liquidation Loss Interest Shortfall" means, as to any
Remittance Date, the amount, if any, by which the amount distributed to Holders
of the Class M-1 Certificates on such Remittance Date pursuant to Section
8.03(a)(7)(iii) is less than the Class M-1 Liquidation Loss Interest Amount for
such Remittance Date.

         "Class M-2 Liquidation Loss Interest Shortfall" means, as to any
Remittance Date, the amount, if any, by which the amount distributed to Holders
of the Class M-2 Certificates on such Remittance Date pursuant to Section
8.03(a)(8)(iii) is less than the Class M-2 Liquidation Loss Interest Amount for
such Remittance Date.

         "Class M-1 Percentage" means:

         (i)      as to any Remittance Date prior to the Class A-1 Cross-Over
                  Date and on which the Class M-1 Distribution Test is not
                  satisfied, 0%,

         (ii)     as to any Remittance Date on which the Class M-1 Distribution
                  Test is satisfied but the Class M-2 Distribution Test is not
                  satisfied, 100% minus the Class A-1 Percentage,

         (iii)    as to any Remittance Date on which both the Class M-1
                  Distribution Test and the Class M-2 Distribution Test are
                  satisfied but the Class B Distribution Test is not satisfied,
                  a fraction, expressed as a percentage, the numerator of which
                  is the Class M-1 Principal Balance (minus the Unpaid Class M-1
                  Principal Shortfall, if any) as of such Remittance Date, and
                  the denominator of which is the sum of the Class A-1 Principal
                  Balance, the Class M-1 Principal Balance (minus the Unpaid
                  Class M-1 Principal Shortfall, if any) and the Class M-2
                  Principal Balance (minus the Unpaid Class M-2 Principal
                  Shortfall, if any) as of the immediately preceding Remittance
                  Date,

                                      1-13
<PAGE>

         (iv)     as to any Remittance Date on which the Class M-1 Distribution
                  Test, the Class M-2 Distribution Test and the Class B
                  Distribution Test are satisfied, a fraction, expressed as a
                  percentage, the numerator of which is the Class M-1 Principal
                  Balance (minus the Unpaid Class M-1 Principal Shortfall, if
                  any) as of such Remittance Date, and the denominator of which
                  is the Pool Scheduled Principal Balance as of the immediately
                  preceding Remittance Date, and

         (v)      as to any Remittance Date after the later of the Class A-1
                  Cross-Over Date and on which the Class M-2 Distribution Test
                  and the Class B Distribution Test are not satisfied, 100%.

         "Class M-2 Percentage" means:

         (i)      as to any Remittance Date prior to the Class M-1 Cross-Over
                  Date and on which the Class M-2 Distribution Test is not
                  satisfied, 0%,

         (ii)     as to any Remittance Date on which the Class M-2 Distribution
                  Test is satisfied but the Class B Distribution Test is not
                  satisfied, 100% minus the sum of the Class A-1 Percentage and
                  the Class M-1 Percentage,

         (iii)    as to any Remittance Date on which both the Class M-2
                  Distribution Test and the Class B Distribution Test are
                  satisfied, a fraction, expressed as a percentage, the
                  numerator of which is the Class M-2 Principal Balance (minus
                  the Unpaid Class M-2 Principal Shortfall, if any) as of such
                  Remittance Date, and the denominator of which is the Pool
                  Scheduled Principal Balance as of the immediately preceding
                  Remittance Date, and

         (iv)     as to any Remittance Date after the Class M-2 Cross-Over Date
                  and on which the Class B Distribution Test is not satisfied,
                  100%.

         "Class M-1 Principal Balance" means, as to any Remittance Date, the
Original Class M-1 Principal Balance less all amounts previously distributed to
Holders of Class M-1 Certificates on account of principal.

         "Class M-2 Principal Balance" means, as to any Remittance Date, the
Original Class M-2 Principal Balance less all amounts previously distributed to
Holders of Class M-2 Certificates on account of principal.

         "Class M-1 Principal Shortfall" means, as to any Remittance Date, the
amount, if any, by which the amount distributed to Holders of Class M-1
Certificates on such Remittance Date pursuant to Sections 8.03(a)(7)(ii) is less
than the Class M-1 Percentage of the Formula Principal Distribution Amount for
such Remittance Date.

         "Class M-2 Principal Shortfall" means, as to any Remittance Date, the
amount, if any, by which the amount distributed to Holders of Class M-2
Certificates on such Remittance Date

                                      1-14
<PAGE>

pursuant to Sections 8.03(a)(8)(ii) is less than the Class M-2 Percentage of the
Formula Principal Distribution Amount for such Remittance Date.

         "Class M-1 Remittance Rate" means a floating rate (determined each Due
Period as of each Remittance Date) equal to the Weighted Average Contract Rate,
but in no event greater than 7.96% per annum.

         "Class M-2 Remittance Rate" means a floating rate (determined each Due
Period as of each Remittance Date) equal to the Weighted Average Contract Rate,
but in no event greater than 8.74% per annum.

         "Class M-S1 Interest" means a regular interest in the Subsidiary REMIC
which is held as an asset of the Master REMIC and is entitled to monthly
distributions as provided in Section 8.03(b).

         "Class M-S2 Interest" means a regular interest in the Subsidiary REMIC
which is held as an asset of the Master REMIC and is entitled to monthly
distributions as provided in Section 8.03(b).

         "Class Principal Balance" means, as to any Remittance Date and each
Class of Certificates, the Original Principal Balance of such Class less all
amounts previously distributed to Holders of such Class of Certificates on
account of principal.

         "Closing Date" means November 30, 1999.

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Collateral Security" means, with respect to any Contract, (i) the
security interests granted by or on behalf of the related Obligor with respect
thereto, including a first priority perfected security interest in the related
Manufactured Home, (ii) all other security interests or liens and property
subject thereto from time to time purporting to secure payment of such Contract,
whether pursuant to the agreement giving rise to such Contract or otherwise,
together with all financing statements signed by the Obligor describing any
collateral securing such Contract, (iii) all guarantees, insurance and other
agreements or arrangements of whatever character from time to time supporting or
securing payment of such Contract whether pursuant to the agreement giving rise
to such Contract or otherwise, and (iv) all records in respect of such Contract.

         "Computer Tape" means the computer tape generated by the Originator
which provides information relating to the Contracts and which was used by the
Originator in selecting the Contracts, and includes the master file and the
history file.

         "Contracts" means the manufactured housing installment sales contracts
and installment loan agreements, including any Land-and-Home Contracts,
described in the List of Contracts and constituting part of the corpus of the
Trust, which Contracts are to be assigned and conveyed by the Seller to the
Trust, and includes, without limitation, all related security interests and any
and all rights to receive payments which are due pursuant thereto on or after
the applicable Cut-off

                                      1-15
<PAGE>

Date, but excluding any rights to receive payments which are due pursuant
thereto prior to the applicable Cut-off Date.

         "Contract File" means, as to each Contract, other than a Land-and-Home
Contract, (a) the original copy of the Contract, (b) either (i) the original
title document for the related Manufactured Home or a duplicate certified by the
appropriate governmental authority which issued the original thereof or the
application for such title document or (ii) if the laws of the jurisdiction in
which the related Manufactured Home is located do not provide for the issuance
of title documents for manufactured housing, other evidence of ownership of the
related Manufactured Home which is customarily relied upon in such jurisdiction
as evidence of title to a manufactured housing unit, (c) evidence of one or more
of the following types of perfection of the security interest in the related
Manufactured Home granted by such Contract, as appropriate: (i) notation of such
security interest on the title document, (ii) a financing statement meeting the
requirements of the UCC, with evidence of recording indicated thereon, or (iii)
such other evidence of perfection of a security interest in a manufactured
housing unit as is customarily relied upon in the jurisdiction in which the
related Manufactured Home is located, (d) the assignment of the Contract from
the originator (if other than Conseco Finance Corp.) to the Originator, (e)
evidence of any other Collateral Security, including with respect to a
Land-in-Lieu Contract, the mortgage or deed of trust, and (f) any extension,
modification or waiver agreement(s).

         "Contract Rate" means, with respect to any particular Contract, the
rate of interest specified in that Contract and computed on a precomputed basis
with an actuarial rebate of unearned interest upon prepayment, provided that the
rebate upon prepayment of Contracts originated in California or Oklahoma may be
computed on the simple interest method if so required by applicable law or
regulations.

         "Corporate Trust Office" means the office of the Trustee at which at
any particular time its corporate trust business shall be principally
administered, which office at the date of the execution of this Agreement is
located at the address set forth in Section 12.08.

         "Corresponding Certificate Class" means, with respect to each Class of
Uncertificated Subsidiary Interests, as follows:


          Uncertificated Subsidiary Interest     Corresponding Certificate Class
          ----------------------------------     -------------------------------
                      Class A-S1                            Class A-1
                      Class M-S1                            Class M-1
                      Class M-S2                            Class M-2
                      Class B-S1                            Class B-1
                      Class B-S2                            Class B-2

         "Counsel for the Originator and Seller" means Dorsey & Whitney LLP, or
other legal counsel for the Originator and the Seller.


                                      1-16
<PAGE>

         "Cumulative Realized Losses" means, as to any Remittance Date, the sum
of the Realized Losses for that Remittance Date and each preceding Remittance
Date since the Cut-off Date.

         "Cumulative Realized Losses Test" means, to be considered "satisfied"
for any Remittance Date:

         (i)      if such Remittance Date occurs between January 1, 2004 and
                  December 31, 2004 (inclusive), that the Cumulative Realized
                  Losses as of such Remittance Date are less than or equal to
                  5.5% of the Cut-off Date Pool Principal Balance;

         (ii)     if such Remittance Date occurs between January 1, 2005 and
                  December 31, 2005 (inclusive), that the Cumulative Realized
                  Losses as of such Remittance Date are less than or equal to
                  7.0% of the Cut-off Date Pool Principal Balance;

         (iii)    if such Remittance Date occurs between January 1, 2006 and
                  December 31, 2006 (inclusive), that the Cumulative Realized
                  Losses as of such Remittance Date are less than or equal to
                  9.0% of the Cut-off Date Pool Principal Balance; and

         (iv)     if such Remittance Date occurs on or after January 1, 2007,
                  that the Cumulative Realized Losses as of such Remittance Date
                  are less than or equal to 10.5% of the Cut-off Date Pool
                  Principal Balance.

         "Current Realized Loss Ratio" means, as to any Remittance Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate
Realized Losses for such Remittance Date and each of the two immediately
preceding Remittance Dates, multiplied by four, and the denominator of which is
the arithmetic average of the Pool Scheduled Principal Balance as of the third
preceding Remittance Date and the Pool Scheduled Principal Balance as of such
Remittance Date.

         "Custodian" means at any time the Trustee or a financial institution
organized under the laws of the United States or any State, which is subject to
supervision and examination by Federal or State authorities and which is not the
Originator or an Affiliate of the Originator, that is acting at such time as
Custodian of the Land-and-Home Contract Files pursuant to Section 4.01.

         "Cut-off Date" means with respect to a portion of the Initial
Contracts, October 31, 1999 (or the date of origination of the Contract, if
later), and for the remainder of the Initial Contracts and the Additional
Contracts, November 30, 1999 (or the date of origination of the Contract, if
later).

         "Cut-off Date Pool Principal Balance" means the aggregate of the
Cut-off Date Principal Balances of the Contracts. With respect to any
Staged-Funding Contract, the Cut-off Date Principal Balance means the principal
amount stated on such Contract.


                                      1-17
<PAGE>

         "Cut-off Date Principal Balance" means, as to any Contract, the unpaid
principal balance thereof at the Cut-off Date, or Subsequent Cut-off Date if a
Subsequent Contract, after giving effect to all installments of principal due
prior thereto.

         "Defaulted Contract" means a Contract with respect to which the
Servicer commenced repossession or foreclosure procedures, made a sale of such
Contract to a third party for repossession, foreclosure or other enforcement, or
as to which there was a payment delinquent 180 or more days (excluding any
Contract deemed delinquent solely because the Obligor's required monthly payment
was reduced as a result of bankruptcy or similar proceedings).

         "Depository" means the initial Depository, The Depository Trust
Company, the nominee of which is CEDE & CO., as the registered Holder of:

         (i)      five Certificates evidencing $830,000,000 in initial aggregate
                  principal balance of the Class A-1 Certificates,

         (ii)     one Certificate evidencing $50,000,000 in initial aggregate
                  principal balance of the Class M-1 Certificates,

         (iii)    one Certificate evidencing $40,000,000 in initial aggregate
                  principal balance of the Class M-2 Certificates, and

         (iv)     one Certificate evidencing $30,000,000 in initial aggregate
                  principal balance of the Class B-1 Certificates,

         (v)      one Certificate evidencing $35,000,000 in initial aggregate
                  principal balance of the Class B-2 Certificates,

and any permitted successor depository. The Depository shall at all times be a
"clearing corporation" as defined in the Uniform Commercial Code of the State of
New York.

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

         "Determination Date" means the third Business Day preceding each
Remittance Date during the term of this Agreement.

         "Disqualified Organization" has the meaning assigned in Section
9.02(b)(3).

         "Due Date" means, as to any Contract, the date of the month on which
the scheduled monthly payment for such Contract is due.

         "Due Period" means with respect to any Remittance Date other than the
Remittance Date in January 2000, the period from and including the 16th day of
the second month preceding such Remittance Date, to and including the 15th day
of the month immediately preceding such

                                      1-18
<PAGE>

Remittance Date, and with respect to the Remittance Date in January 2000, the
period from and including the Cut-off Date for the related Contract to and
including December 15, 1999.

         "Electronic Ledger" means the electronic master record of installment
sale contracts of the Originator.

         "Eligible Account" means, at any time, an account which is any of the
following: (i) an account maintained with an Eligible Institution; (ii) a trust
account (which shall be a "segregated trust account") maintained with the
corporate trust department of a federal or state chartered depository
institution or trust company with trust powers and acting in its fiduciary
capacity for the benefit of the Trustee hereunder, which depository institution
or trust company shall have capital and surplus (or, if such depository
institution or trust company is a subsidiary of a bank holding company system,
the bank holding company shall have capital and surplus) of not less than
$50,000,000 and the securities of such depository institution or trust company
(or, if such depository institution or trust company is a subsidiary of a bank
holding company system and such depository institution's or trust company's
securities are not rated, the securities of the bank holding company) shall have
a credit rating from each of Moody's (if rated by Moody's), Standard & Poor's
(if rated by Standard & Poor's) and Fitch (if rated by Fitch) in one of its
generic credit rating categories which signifies investment grade; or (iii) an
account that will not cause Standard & Poor's and Moody's to downgrade or
withdraw their then-current ratings assigned to the Certificates, as confirmed
in writing by Standard & Poor's and Moody's.

         "Eligible Institution" means any depository institution (which may be
the Trustee or an Affiliate of the Trustee) organized under the laws of the
United States or any State, the deposits of which are insured to the full extent
permitted by law by the Bank Insurance Fund (currently administered by the
Federal Deposit Insurance Corporation), which is subject to supervision and
examination by federal or state authorities and whose short-term deposits have
been rated P-1 by Moody's (if rated by Moody's), A-1+ by Standard & Poor's (if
rated by Standard & Poor's) and F-1 by Fitch (if rated by Fitch), or whose
unsecured long-term debt has been rated in one of the two highest rating
categories by Moody's, Standard & Poor's (not lower than AA) and Fitch (if rated
by Fitch) in the case of unsecured long-term debt.

         "Eligible Investments" has the meaning assigned in Section 5.05(b).

         "Eligible Servicer" means the Originator or any Person qualified to act
as Servicer of the Contracts under applicable federal and state laws and
regulations, which Person services not less than an aggregate of $100,000,000 in
outstanding principal amount of manufactured housing conditional sales contracts
and installment loan agreements and, so long as any FHA/VA Contract is
outstanding, which Person is qualified under FHA/VA Regulations to act as a
servicer of all such FHA/VA Contracts.

         "Eligible Substitute Contract" means, as to any Replaced Contract for
which such Eligible Substitute Contract is being substituted pursuant to Section
3.06(b), a Contract that (a) as of the date of its substitution, satisfies all
of the representations and warranties (which, except when expressly stated to be
as of origination, shall be deemed to be determined as of the date of its
substitution rather than as of the Cut-off Date or the Closing Date) in Section
3.02 and

                                      1-19
<PAGE>

does not cause any of the representations and warranties in Section 3.04, after
giving effect to such substitution, to be incorrect, (b) after giving effect to
the scheduled payment due in the month of such substitution, has a Scheduled
Principal Balance that is not greater than the Scheduled Principal Balance of
such Replaced Contract, (c) has a Contract Rate that is at least equal to the
Contract Rate of such Replaced Contract, (d) has a remaining term to scheduled
maturity that is not greater than the remaining term to scheduled maturity of
the Replaced Contract, and (e) is a Land-and-Home Contract if the Replaced
Contract is a Land-and-Home Contract and is otherwise secured by a Manufactured
Home that is similar in type and value to the collateral serving the Replaced
Contract. If more than one Contract is being substituted pursuant to Section
3.06(b) for more than one Replaced Contract on a particular date, then the
conditions specified above shall be applied to the Contracts being substituted,
in the aggregate, and the Replaced Contracts, in the aggregate.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Errors and Omissions Protection Policy" means the employee errors and
omissions policy maintained by the Servicer or any similar replacement policy
covering errors and omissions by the Servicer's employees, and meeting the
requirements of Section 5.09, all as such policy relates to Contracts comprising
a portion of the corpus of the Trust.

         "Event of Termination" has the meaning assigned in Section 7.01.

         "Excess Interest" means, as to any Remittance Date, the sum of (a)
interest accrued on the Class A-S1 Subsidiary Interest Principal Balance as of
such Remittance Date at a rate per annum equal to the difference between the
Weighted Average Contract Rate as of such Remittance Date and the Class A-1
Remittance Rate, (b) interest accrued on the Class M-S1 Subsidiary Interest
Principal Balance at a rate per annum equal to the difference between the
Weighted Average Contract Rate as of such Remittance Date and the Class M-1
Remittance Rate, (c) interest accrued on the Class M-S2 Subsidiary Interest
Principal Balance at a rate per annum equal to the difference between the
Weighted Average Contract Rate as of such Remittance Date and the Class M-2
Remittance Rate, (d) interest accrued on the Class B-S1 Subsidiary Interest
Principal Balance at a rate per annum equal to the difference between the
Weighted Average Contract Rate as of such Remittance Date and the Class B-1
Remittance Rate, and (e) interest accrued on the Class B-S2 Subsidiary Interest
Principal Balance at a rate per annum equal to the difference between the
Weighted Average Contract Rate as of such Remittance Date and the Class B-2
Remittance Rate.

         "FHA/VA Contract" means a Contract that, at its origination, was
insured by the Federal Housing Administration or partially guaranteed by the
Veterans Administration.

         "FHA/VA Regulations" means, as to any FHA/VA Contract, the contractual
agreements and regulations of the Federal Housing Administration or the Veterans
Administration, as the case may be, providing or governing the terms of the
insurance for such Contract by the Federal Housing Administration or the partial
guarantee for such Contract by the Veterans Administration, as the case may be.


                                      1-20
<PAGE>

         "Fidelity Bond" means the fidelity bond maintained by the Servicer or
any similar replacement bond, meeting the requirements of Section 5.09, as such
bond relates to Contracts comprising a portion of the corpus of the Trust.

         "Final Remittance Date" means the Remittance Date on which the final
distribution in respect of the Certificates will be made pursuant to Section
12.03.

         "Fitch" means Fitch IBCA, Inc., or any successor thereto; provided that
if Fitch does not then have a rating outstanding on any of the Class A-1, Class
M-1, Class M-2 or Class B Certificates, then references herein to "Fitch" shall
be deemed to refer to the NRSRO then rating any Class of the Certificates (or,
if more than one such NRSRO is then rating any Class of the Certificates, to
such NRSRO as may be designated by the Servicer), and references herein to
ratings by or requirements of Fitch shall be deemed to have the equivalent
meanings with respect to ratings by or requirements of such NRSRO.

         "Formula Principal Distribution Amount" means, as of any Remittance
Date, the sum of:

         (i)      all scheduled payments of principal due on each outstanding
                  Contract during the related Due Period as specified in the
                  amortization schedule at the time applicable thereto (after
                  adjustments for previous Partial Principal Prepayments and any
                  adjustment to such amortization schedule by reason of any
                  bankruptcy of an Obligor or similar proceeding or any
                  moratorium or similar waiver or grace period, or by reason of
                  any other waiver modification or extension granted by the
                  Servicer in accordance with Section 5.06); plus

         (ii)     all Partial Principal Prepayments applied and all Principal
                  Prepayments in Full received during the related Due Period;
                  plus

         (iii)    the aggregate Scheduled Principal Balance of all Contracts
                  that became Liquidated Contracts during the related Due Period
                  plus the amount of any reduction in principal balance of any
                  Contract during the related Due Period pursuant to bankruptcy
                  proceedings involving the related Obligor; plus

         (iv)     the aggregate Scheduled Principal Balance of all Contracts
                  repurchased during the month preceding the related Due Period
                  pursuant to Section 3.06; plus

         (v)      with respect to the Remittance Date in February 2000 the
                  Unfunded Contract Shortfall, if any; plus

         (vi)     without duplication of the foregoing, all collections in
                  respect of principal on the Contracts received after the last
                  day of the related Due Period up to and including the third
                  Business Day prior to such Remittance Date (but in no event
                  later than the 25th day of the month in which such Remittance
                  Date occurs); minus

         (vii)    with respect to all Remittance Dates other than the Remittance
                  Date in January 2000, the amount, if any, included in the
                  Formula Principal Distribution Amount

                                      1-21
<PAGE>

                  for the preceding Remittance Date by virtue of clause (vi) of
                  the definition of Formula Principal Distribution Amount; plus

         (viii)   on the Post Funding Remittance Date, the Pre-Funded Amount;
                  minus

         (ix)     any amount paid by the Guarantor on the previous Remittance
                  Date pursuant to Section 8.04 in respect of a Class B-2
                  Liquidation Loss Amount.

         "Funding Termination Date" means the Business Day immediately preceding
the Remittance Date occurring in the calendar month that is the third calendar
month following the calendar month of the Closing Date, or January 31, 2000.

         "Guarantee Payment" means, the amount, if any, by which (A) the Class
B-2 Formula Distribution Amount for such Remittance Date exceeds (B) the
Remaining Amount Available.

         "Hazard Insurance Policy" means, with respect to each Contract, the
policy of fire and extended coverage insurance (and federal flood insurance, if
the Manufactured Home is secured by an FHA/VA Contract and such Manufactured
Home is located in a federally designated special flood area) required to be
maintained for the related Manufactured Home, as provided in Section 5.09, and
which, as provided in said Section 5.09, may be a blanket mortgage impairment
policy maintained by the Servicer in accordance with the terms and conditions of
said Section 5.09.

         "Independent" means, when used with respect to any specified Person,
Dorsey & Whitney LLP or any Person who (i) is in fact independent of the
Originator and the Servicer, (ii) does not have any direct financial interest or
any material indirect financial interest in the Originator or the Servicer or in
an Affiliate of either and (iii) is not connected with the Originator or the
Servicer as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions. Whenever it is provided herein
that any Independent Person's opinion or certificate shall be furnished to the
Trustee, such opinion or certificate shall state that the signatory has read
this definition and is Independent within the meaning set forth herein.

         "Initial Contracts" means certain Contracts identified in the List of
Contracts delivered pursuant to Section 2.02(a), all of which were originated on
or before October 30, 1999, and which have an aggregate principal balance as of
the Cut-off Date of approximately $514,039,720.08.

         "Insurance Proceeds" means proceeds paid by any insurer pursuant to any
insurance policy or contract or any FHA/VA Contract.

         "Land-and-Home Contract" means a Contract that is secured by a Mortgage
on real estate on which the related Manufactured Home is situated, and which
Manufactured Home is considered or classified as part of the real estate under
the laws of the jurisdiction in which it is located.


                                      1-22
<PAGE>

         "Land-and-Home Contract File" means, as to each Land-and-Home Contract,
(a) the original executed copy of the Land-and-Home Contract; (b) the original
related Mortgage with evidence of recording thereon (or, if the original
Mortgage has not yet been returned by the applicable recording office, a copy
thereof, certified by such recording office, which will be replaced by the
original Mortgage when it is so returned) and any title document for the related
Manufactured Home; (c) the assignment of the Land-and-Home Contract and the
related Mortgage from the originator (if other than Conseco Finance Corp.) to
the Originator; (d) an endorsement of such Land-and-Home Contract by the Seller
to the Trustee or in blank; (e) an assignment of the related Mortgage to the
Trustee or in blank; and (f) any extension, modification or waiver agreement(s).

         "Land-in-Lieu Contract" means a Contract that is secured by (i) a
security interest in a Manufactured Home and (ii) a mortgage or deed of trust on
real estate on which such Manufactured Home is situated, but such Manufactured
Home is not considered or classified as part of the real estate under the laws
of the jurisdiction in which it is located.

         "Limited Guarantee" means the obligation of the Guarantor to make
Guarantee Payments pursuant to Section 8.04.

         "Liquidated Contract" means any defaulted Contract as to which the
Servicer has determined that all amounts which it expects to recover from or on
account of such Contract have been recovered; provided that any defaulted
Contract in respect of which the related Manufactured Home and, in the case of
Land-and-Home Contracts, Mortgaged Property, have been realized upon and
disposed of and the proceeds of such disposition have been received shall be
deemed to be a Liquidated Contract.

         "Liquidation Expenses" means out-of-pocket expenses (exclusive of any
overhead expenses) which are incurred by the Servicer in connection with the
liquidation of any defaulted Contract, on or prior to the date on which the
related Manufactured Home and, in the case of Land-and-Home Contracts, Mortgaged
Property, are disposed of, including, without limitation, legal fees and
expenses, and any related and unreimbursed expenditures for property taxes,
property preservation or restoration of the property to marketable condition.

         "Liquidation Proceeds" means cash (including Insurance Proceeds)
received in connection with the liquidation of defaulted Contracts, whether
through repossession, foreclosure sale or otherwise, including any rental income
realized from the repossessed Manufactured Home.

         "List of Contracts" means the lists identifying each Contract
constituting part of the corpus of the Trust, and which lists are either
delivered pursuant to Section 2.02(a) of this Agreement or attached to a
Subsequent Transfer Instrument as Exhibit A, as such lists may be amended from
time to time pursuant to Section 3.06(b) to add Eligible Substitute Contracts
and delete Replaced Contracts. Each List of Contracts shall set forth as to each
Contract identified on it (i) the Cut-off Date Principal Balance, (ii) the
amount of monthly payments due from the Obligor, (iii) the Contract Rate and
(iv) the maturity date.


                                      1-23
<PAGE>

         "Loan-to-Value Ratio" means, (a) with respect to any Contract other
than a Land-in-Lieu Contract, one minus a fraction, the numerator of which is
the total amount down (which may include both cash (plus, in certain cases, fees
and insurance premiums financed, but not buydown points) and, for certain
Contracts, the amount of any equity in land on which a lien has been granted)
and the denominator of which is the sum of the original principal amount and
such amount down, and (b) with respect to Land-in-Lieu Contracts, one minus a
fraction, the numerator of which is the appraised value of land and the
denominator of which is the original principal amount.

         "Manufactured Home" means a unit of manufactured housing, including all
accessions thereto, securing the indebtedness of the Obligor under the related
Contract.

         "Master Certificates" means all of the Certificates other than the
Class C Subsidiary Certificates.

         "Master REMIC" means one of the two separate REMICs comprising the
corpus of the Trust created by this Agreement, the assets of which shall consist
of the Uncertificated Subsidiary Interests and the Limited Guarantee.

         "Maturity Date" means, as to any Certificate, other than a Class C
Certificate, and as to any Uncertificated Subsidiary Interest, the latest
possible maturity date for purposes of complying with the REMIC Provisions
governing "regular interests." The Maturity Dates for such Certificates and
Uncertificated Subsidiary Interests are set forth in Sections 2.05 (b) and (c).

         "Monthly Report" has the meaning assigned in Section 6.01.

         "Monthly Servicing Fee" means, as of any Remittance Date, one-twelfth
of the product of 0.50% and the Pool Scheduled Principal Balance for the
immediately preceding Remittance Date (or, with respect to the first Remittance
Date, the Cut-off Date Pool Principal Balance as of the Closing Date).

         "Moody's" means Moody's Investors Service, Inc., or any successor
thereto; provided that, if Moody's provided a rating on any of the Certificates,
as required by Section 2.02, and does not as of any subsequent date have a
rating outstanding on any of the Class A-1, Class M-1, Class M-2 or Class B
Certificates, then references herein to "Moody's" shall be deemed to refer to
the NRSRO then rating any Class of the Certificates (or, if more than one such
NRSRO is then rating any Class of the Certificates, to such NRSRO as may be
designated by the Servicer), and references herein to ratings by or requirements
of Moody's shall be deemed to have the equivalent meanings with respect to
ratings by or requirements of such NRSRO.

         "Mortgage" means the mortgage, deed of trust, security deed or similar
evidence of lien, creating a first lien on an estate in fee simple in the real
property securing a Land-and-Home Contract.

         "Mortgaged Property" means the property subject to the lien of a
Mortgage.


                                      1-24
<PAGE>

         "Net Liquidation Loss" means, as to a Liquidated Contract, the amount,
if any, by which (a) the outstanding principal balance of such Liquidated
Contract plus accrued and unpaid interest thereon to the date on which such
Liquidated Contract became a Liquidated Contract exceeds (b) the Net Liquidation
Proceeds for such Liquidated Contract.

         "Net Liquidation Proceeds" means, as to a Liquidated Contract, all
Liquidation Proceeds received on or prior to the last day of the month in which
such Contract became a Liquidated Contract, net of Liquidation Expenses.

         "NRSRO" means any nationally recognized statistical rating
organization.

         "Obligor" means each Person who is indebted under a Contract.

         "Officer's Certificate" means a certificate signed by the Chairman of
the Board, President or any Vice President of the Originator or the Seller and
delivered to the Trustee.

         "Opinion of Counsel" means a written opinion of counsel, who may,
except as expressly provided herein, be salaried counsel for the Originator or
the Seller, acceptable to the Trustee and the Originator or the Seller, provided
that any opinion of counsel relating to the qualification of the Subsidiary
REMIC or the Master REMIC as a REMIC or compliance with the REMIC Provisions
must be an opinion of Independent counsel.

         "Original Class A-1 Principal Balance" means the Original Principal
Balance of the Class A-1 Certificates.

         "Original Principal Balance" means as to each Class of Master
Certificates, the amount set forth with respect to such Class in Section
2.05(b).

         "Overcollateralization Amount" means, as of any Remittance Date, the
amount by which the aggregate outstanding Principal Balance of the Certificates
for such Remittance Date is less than the Pool Scheduled Principal Balance for
the immediately preceding Remittance Date.

         "Partial Principal Prepayment" means (a) any Principal Prepayment other
than a Principal Prepayment in Full and (b) any cash amount deposited in the
Certificate Account pursuant to the provision in Section 3.06(a) or pursuant to
Section 3.06(b).

         "Paying Agent" has the meaning assigned in Section 8.01(c).

         "Percentage Interest" means, as to any Certificate, the percentage
interest evidenced thereby in distributions made on the related Class, such
percentage interest being equal to, in the case of the Class A-1, Class M-1,
Class M-2, and Class B Certificates, the percentage (carried to eight places)
obtained from dividing the denomination of such Certificate by the Original
Principal Balance of the related Class; and in the case of the Class B-3I, Class
C Subsidiary Certificate and Class C Certificates, the percentage specified on
the face of such Certificate. The aggregate Percentage Interests for each Class
of Certificates shall equal 100%, respectively.


                                      1-25
<PAGE>

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

         "Plan" has the meaning assigned in Section 9.02(b)(2).

         "Pool Factor" means, at any time, the percentage derived from a
fraction, the numerator of which is the aggregate Principal Balance of each
Class of Certificates at such time and the denominator of which is the Cut-off
Date Pool Principal Balance.

         "Pool Scheduled Principal Balance" means, as of any Remittance Date,
the aggregate Scheduled Principal Balance of all Contracts that were outstanding
during the related Due Period.

         "Post-Funding Remittance Date" means the Remittance Date on, or the
first Remittance Date after, the last day of the Pre-Funding Period.

         "Pre-Funded Amount" means with respect to any date of determination,
the amount then on deposit in the Pre-Funding Account, after giving effect to
any sale of Subsequent Contracts to the Trust on such date, excluding any
investment earnings.

         "Pre-Funding Account" means the account so designated, established and
maintained pursuant to Section 8.07.

         "Pre-Funding Period" means the period beginning on the Closing Date and
ending on the earliest of (a) the date on which the amount on deposit in the
Pre-Funding Account is less than $10,000, (b) the Funding Termination Date or
(c) the date on which an Event of Termination occurs.

         "Pre-Funding Subaccount" means the subaccount, if any, so designated,
established and maintained pursuant to Section 8.07.

         "Principal Prepayment" means a payment or other recovery of principal
on a Contract (exclusive of Liquidation Proceeds) which is received in advance
of its scheduled due date and applied upon receipt (or, in the case of a Partial
Principal Prepayment, upon the next scheduled payment date on such Contract) to
reduce the outstanding principal amount due on such Contract prior to the date
or dates on which such principal amount is due.

         "Principal Prepayment in Full" means any Principal Prepayment of the
entire principal balance of a Contract.

         "Ratings Adjustment Date" has the meaning assigned in Section 3.08.

         "Realized Losses" means, as to any Remittance Date, the aggregate Net
Liquidation Losses of all Contracts that became Liquidated Contracts during the
immediately preceding month.

                                      1-26
<PAGE>

         "Record Date" means the Business Day immediately preceding the related
Remittance Date.

         "Regular Certificate" means a Class A-1, Class M, Class B or Class B-3I
Certificate.

         "Remaining Amount Available" means, as to any Remittance Date, the
Amount Available less all amounts distributed pursuant to Sections
8.03(a)(1)-(9).

         "REMIC" means a "real estate mortgage investment conduit" as defined in
Section 860D of the Code.

         "REMIC Provisions" means the provisions of the federal income tax law
relating to REMICs, which appear at Sections 860A through 860G of the Code, and
related provisions and any temporary, proposed or final regulations promulgated
thereunder, as the foregoing may be in effect from time to time.

         "Remittance Date" means the first day of each month during the term of
this Agreement, or if such day is not a Business Day, the next succeeding
Business Day, commencing on January 3, 2000.

         "Remittance Rate" means with respect to each Class of Certificates, the
rate set forth for such Class in Section 2.05(b).

         "Replaced Contract" has the meaning assigned in Section 3.06(b).

         "Repurchase Price" means, with respect to a Contract to be repurchased
pursuant to Section 3.06, an amount equal to (a) the remaining principal amount
outstanding on such Contract (or, with respect to an Unfunded Contract being
repurchased pursuant to Section 3.06(c), the Cut-off Date Principal Balance of
such Unfunded Contract), plus (b) interest at the Contract Rate on such Contract
from the end of the Due Period with respect to which the Obligor last made a
payment through the end of the immediately preceding Due Period.

         "Responsible Officer" means, with respect to the Trustee, the chairman
and any vice chairman of the board of directors, the president, the chairman and
vice chairman of any executive committee of the board of directors, every vice
president, assistant vice president, the secretary, every assistant secretary,
cashier or any assistant cashier, controller or assistant controller, the
treasurer, every assistant treasurer, every trust officer, assistant trust
officer and every other officer or assistant officer of the Trustee customarily
performing functions similar to those performed by persons who at the time shall
be such officers, respectively, or to whom a corporate trust matter is referred
because of knowledge of, familiarity with, and authority to act with respect to
a particular matter.

         "Scheduled Principal Balance" means, as to any Contract and any
Remittance Date, or the Cut-off Date or the Subsequent Cut-off Date, as
applicable, the principal balance of such Contract as of the Due Date in the
related Due Period or as of the Due Date immediately preceding the Cut-off Date
or the Subsequent Cut-off Date, as applicable, as the case may be, as

                                      1-27
<PAGE>

specified in the amortization schedule at the time relating thereto (after any
adjustment to such amortization schedule by reason of any bankruptcy of an
Obligor or similar proceeding or any moratorium or similar waiver or grace
period) after giving effect to any previous Partial Principal Prepayments and to
the payment of principal due on such Due Date and irrespective of any
delinquency in payment by, or extension granted to, the related Obligor.

         "Servicer" means the Originator until any Service Transfer hereunder
and thereafter means the new servicer appointed pursuant to Article VII.

         "Service Transfer" has the meaning assigned in Section 7.02.

         "Servicing Officer" means any officer of the Servicer involved in, or
responsible for, the administration and servicing of Contracts whose name
appears on a list of servicing officers appearing in an Officer's Certificate
furnished to the Trustee by the Originator, as the same may be amended from time
to time.

         "Sixty-Day Delinquency Ratio" means, as to any Remittance Date, a
fraction, expressed as a percentage, the numerator of which is the aggregate of
the outstanding balances of all Contracts that were delinquent 60 days or more
as of the end of the related Due Period (including Contracts in respect of which
the related Manufactured Homes have been repossessed but are still in
inventory), and the denominator of which is the Pool Scheduled Principal Balance
as of such Remittance Date.

         "Staged-Funding Contract" means an Initial Contract with respect to
which the Company has agreed to make multiple disbursements (up to the related
Cut-off Date Principal Balance) with respect to the purchase of the related
Manufactured Home and improvement of the related real estate, but not all such
disbursements have been made as of the Closing Date.

         "Staged-Funding Contract Reserve Account" means the account established
and maintained pursuant to Section 3.08.

         "Standard & Poor's" means Standard & Poor's Rating Services, a division
of The McGraw-Hill Companies, Inc., or any successor thereto; provided that if
Standard & Poor's does not then have a rating outstanding on any of the Class
A-1, Class M, or Class B Certificates, then references herein to "Standard &
Poor's" shall be deemed to refer to the NRSRO then rating any Class of the
Certificates (or, if more than one such NRSRO is then rating any Class of the
Certificates, to such NRSRO as may be designated by the Servicer), and
references herein to ratings by or requirements of Standard & Poor's shall be
deemed to have the equivalent meanings with respect to ratings by or
requirements of such NRSRO.

         "Step-up Rate Contract" means any Contract bearing interest during an
initial period or periods at a fixed rate or fixed rates that are lower than the
fixed rate borne thereafter.

         "Subsequent Contract" means a Contract sold by the Company to the Trust
pursuant to Section 2.03, such Contract being identified on Exhibit A attached
to a Subsequent Transfer Instrument.

                                      1-28
<PAGE>

         "Subsequent Cut-off Date" means, with respect to a Subsequent Contract,
the last day of the calendar month immediately following the related Subsequent
Transfer Date.

         "Subsequent Transfer Date" means, with respect to each Subsequent
Transfer Instrument, the date on which the related Subsequent Contracts are sold
to the Trust.

         "Subsequent Transfer Instrument" means each Subsequent Transfer
Instrument dated as of a Subsequent Transfer Date executed by the Trustee, the
Originator and the Seller substantially in the form of Exhibit P, by which the
Seller sells Subsequent Contracts to the Trust.

         "Subsidiary Interest Principal Balance" means, with respect to each
Class of Uncertificated Subsidiary Interests, the Principal Balance of the
Corresponding Certificate Class.

         "Subsidiary Interest Shortfall" means, with respect to each Class of
Uncertificated Subsidiary Interests and any Remittance Date, the amount, if any,
by which the amount distributed on such Class on such Remittance Date pursuant
to Section 8.03(b)(5) is less than the amount specified in Section 8.03(b)(5).

         "Subsidiary REMIC" means one of the two separate REMICs comprising the
corpus of the Trust created by this Agreement, the assets of which shall consist
of (a) all the rights, benefits, and obligations arising from and in connection
with each Contract and any related Mortgage, (b) all rights under any Hazard
Insurance Policy relating to a Manufactured Home securing a Contract for the
benefit of the creditor of such Contract and proceeds from the Errors and
Omissions Protection Policy and any blanket hazard policy to the extent such
proceeds relate to any Manufactured Home, (c) all rights under any FHA/VA
Regulation pertaining to any FHA/VA Contract, (d) all remittances, deposits and
payments made into the Certificate Account and amounts in the Certificate
Account (other than payments on the Subsidiary Interests and any Guarantee
Payments), (e) all proceeds in any way derived from any of the foregoing items,
and (f) all documents contained in the Contract Files or the Land-and-Home
Contract Files.

         "Transfer Agreement" means that certain Transfer Agreement between
Conseco Finance Securitizations Corp., as Purchaser, and Conseco Finance Corp.,
as Seller, dated as of November 1, 1999.

         "Trust" means the trust created by this Agreement, the corpus of which
consists of (a) all the rights, benefits, and obligations arising from and in
connection with each Contract and any related Mortgage, (b) all rights under any
Hazard Insurance Policy relating to a Manufactured Home securing a Contract for
the benefit of the creditor of such Contract and proceeds from the Errors and
Omissions Protection Policy and any blanket hazard policy to the extent such
proceeds relate to any Manufactured Home, (c) all rights under any FHA/VA
Regulation pertaining to any FHA/VA Contract, (d) all remittances, deposits and
payments made into the Certificate Account and amounts in the Certificate
Account, (e) all proceeds in any way derived from any of the foregoing items,
(f) all documents contained in the Contract Files or the Land- and-Home Contract
Files, together with the assignments of mortgage described in Section 2.02(i),
(g) the Limited Guarantee for the benefit of the Class B-2 Certificateholders,
if any,

                                      1-29
<PAGE>

(h) the obligations and related demand note of the Company delivered pursuant to
Section 3.06(c) and the related Staged-Funding Contract Reserve Account, if any,
(i) the Capitalized Interest Account and (j) the Pre-Funding Account.

         "Uncertificated Subsidiary Interests" means the Class A-S1, M-S1, M-S2,
B-S1 and B-S2 Interests, collectively.

         "Undelivered Contract" means as of any date of determination an Initial
or Additional Contract identified, on the exception report attached to the
Acknowledgement delivered by the Trustee under Section 2.04, as a Land-and-Home
Contract as to which the Trustee did not receive the related Land-and-Home
Contract File as of the Closing Date and has not received the related
Land-and-Home Contract File and remitted payment to the Seller pursuant to
Section 8.07(d).

         "Undelivered Contract Subaccount" means the subaccount so designated
and established and maintained pursuant to Section 8.07.

         "Underwriters" means Merrill Lynch, Pierce, Fenner & Smith
Incorporated, Banc of America Securities LLC and Lehman Brothers Inc.

         "Unfunded Contract" has the meaning specified in Section 3.06(c).

         "Unfunded Contract Shortfall" has the meaning specified in Section
3.06(c).

         "Unpaid Class A-1 Interest Shortfall" means, as to the Class A-1
Certificates and any Remittance Date, the amount, if any, of the Class A-1
Interest Shortfall for the prior Remittance Date, plus accrued interest (to the
extent payment thereof is legally permissible) at the related Remittance Rate on
the amount thereof from such prior Remittance Date to such current Remittance
Date (calculated in the manner specified in Section 1.03).

         "Unpaid Class A-1 Principal Shortfall" means, as to any Remittance
Date, the amount, if any, by which the aggregate of the Class A-1 Principal
Shortfalls for prior Remittance Dates is in excess of the amounts distributed on
prior Remittance Dates to Holders of Class A-1 Certificates pursuant to Section
8.03(a)(6)(ii).

         "Unpaid Class B-1 Interest Shortfall" means, as to any Remittance Date,
the amount, if any, of the Class B-1 Interest Shortfall for the prior Remittance
Date, plus accrued interest (to the extent payment thereof is legally
permissible) at the Class B-1 Remittance Rate on the amount thereof from such
prior Remittance Date to such current Remittance Date (calculated in the manner
specified in Section 1.03).

         "Unpaid Class B-2 Interest Shortfall" means, as to any Remittance Date,
the amount, if any, of the Class B-2 Interest Shortfall for the prior Remittance
Date, plus accrued interest (to the extent payment thereof is legally
permissible) at the Class B-2 Remittance Rate on the amount thereof from such
prior Remittance Date to such current Remittance Date (calculated in the manner
specified in Section 1.03).


                                      1-30
<PAGE>

         "Unpaid Class B-1 Liquidation Loss Interest Shortfall" means, as to any
Remittance Date, the sum of (i) the amount, if any, of the remainder of (x) the
Class B-1 Liquidation Loss Interest Amount, if any, for the immediately prior
Remittance Date, plus (y) the Unpaid Class B-1 Liquidation Loss Interest
Shortfall determined as of such immediately prior Remittance Date, minus (z) all
amounts distributed to the Holders of the Class B-1 Certificates on account of
any Unpaid Class B-1 Liquidation Loss Interest Shortfall pursuant to Section
8.03(a)(9)(iv) on such immediately prior Remittance Date, plus (ii) accrued
interest (to the extent payment thereof is legally permissible) at the Class B-1
Remittance Rate on the amount specified in clause (i) from such prior Remittance
Date to such current Remittance Date (calculated in the manner specified in
Section 1.03).

         "Unpaid Class B-1 Principal Shortfall" means, as to any Remittance
Date, the amount, if any, by which the aggregate of the Class B-1 Principal
Shortfalls for prior Remittance Dates is in excess of the amounts distributed on
prior Remittance Dates to Holders of Class B-1 Certificates pursuant to Section
8.03(a)(9)(i).

         "Unpaid Class B-2 Principal Shortfall" means, as to any Remittance
Date, the amount, if any, by which the aggregate of the Class B-2 Principal
Shortfalls for prior Remittance Dates is in excess of the amounts distributed on
prior Remittance Dates to Holders of Class B-2 Certificates pursuant to Section
8.03(a)(10)(iii), together with any Guarantee Payments allocable to principal.

         "Unpaid Class B-3I Shortfall" means, as to any Remittance Date, the
amount, if any, by which the aggregate of the Class B-3I Shortfalls for prior
Remittance Dates is in excess of the amounts distributed on prior Remittance
Dates to Holders of Class B-3I Certificates pursuant to Section 8.03(a)(13) in
respect of any Unpaid Class B-3I Shortfall.

         "Unpaid Class M-1 Interest Shortfall" means, as to any Remittance Date,
the amount, if any, of the Class M-1 Interest Shortfall for the prior Remittance
Date, plus accrued interest (to the extent payment thereof is legally
permissible) at the Class M-1 Remittance Rate on the amount thereof from such
prior Remittance Date to such current Remittance Date (calculated in the manner
specified in Section 1.03).

         "Unpaid Class M-2 Interest Shortfall" means, as to any Remittance Date,
the amount, if any, of the Class M-2 Interest Shortfall for the prior Remittance
Date, plus accrued interest (to the extent payment thereof is legally
permissible) at the Class M-2 Remittance Rate on the amount thereof from such
prior Remittance Date to such current Remittance Date (calculated in the manner
specified in Section 1.03).

         "Unpaid Class M-1 Liquidation Loss Interest Shortfall" means, as to any
Remittance Date, the sum of (i) the amount, if any, of the remainder of (x) the
Class M-1 Liquidation Loss Interest Amount, if any, for the immediately prior
Remittance Date, plus (y) the Unpaid Class M-1 Liquidation Loss Interest
Shortfall determined as of such immediately prior Remittance Date, minus (z) all
amounts distributed to the Holders of the Class M-1 Certificates on account of
any Unpaid Class M-1 Liquidation Loss Interest Shortfall pursuant to Section
8.03(a)(7)(iv) on such immediately prior Remittance Date, plus (ii) accrued
interest (to the extent payment thereof is legally permissible) at the Class M-1
Remittance Rate on the amount specified in clause (i)

                                      1-31
<PAGE>

from such prior Remittance Date to such current Remittance Date (calculated in
the manner specified in Section 1.03).

         "Unpaid Class M-2 Liquidation Loss Interest Shortfall" means, as to any
Remittance Date, the sum of (i) the amount, if any, of the remainder of (x) the
Class M-2 Liquidation Loss Interest Amount, if any, for the immediately prior
Remittance Date, plus (y) the Unpaid Class M-2 Liquidation Loss Interest
Shortfall determined as of such immediately prior Remittance Date, minus (z) all
amounts distributed to the Holders of the Class M-2 Certificates on account of
any Unpaid Class M-2 Liquidation Loss Interest Shortfall pursuant to Section
8.03(a)(8)(iv) on such immediately prior Remittance Date, plus (ii) accrued
interest (to the extent payment thereof is legally permissible) at the Class M-2
Remittance Rate on the amount specified in clause (i) from such prior Remittance
Date to such current Remittance Date (calculated in the manner specified in
Section 1.03).

         "Unpaid Class M-1 Principal Shortfall" means, as to any Remittance
Date, the amount, if any, by which the aggregate of the Class M-1 Principal
Shortfalls for prior Remittance Dates is in excess of the amounts distributed on
prior Remittance Dates to Holders of Class M-1 Certificates pursuant to Section
8.03(a)(7)(i).

         "Unpaid Class M-2 Principal Shortfall" means, as to any Remittance
Date, the amount, if any, by which the aggregate of the Class M-2 Principal
Shortfalls for prior Remittance Dates is in excess of the amounts distributed on
prior Remittance Dates to Holders of Class M-2 Certificates pursuant to Section
8.03(a)(8)(i).

         "Unpaid Subsidiary Interest Shortfall" means, as to any Remittance Date
and any Class of Uncertificated Subsidiary Interests, the amount, if any, of the
Subsidiary Interest Shortfall for the prior Remittance Date with respect to such
Class, plus accrued interest (to the extent payment thereof is legally
permissible) at 1/12th of the Weighted Average Contract Rate on the amount
thereof from such prior Remittance Date to such current Remittance Date.

         "Weighted Average Contract Rate" means, as to any Remittance Date, the
weighted average (determined by Scheduled Principal Balance) of the Contract
Rates of all Contracts that were outstanding during the prior related Due
Period.

         SECTION 1.03.  Calculations.

         All calculations of the amount of interest accrued on the Certificates
with respect to any Remittance Date shall be calculated on the basis of a
360-day year of twelve 30-day months.


                                      1-32
<PAGE>

                                   ARTICLE II

                  ESTABLISHMENT OF TRUST; TRANSFER OF CONTRACTS


         SECTION 2.01.  Closing.

         a. There is hereby created, by the Seller as settlor, a separate trust
which shall be known as Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificate Trust 1999-6. By the execution and delivery of this
Agreement, the Seller has agreed that it will elect or will cause an election to
be made to treat the pool of assets comprising each of the Subsidiary REMIC and
the Master REMIC, excluding the Staged-Funding Contract Reserve Account, the
obligation and related demand note of the Originator pursuant to Section
3.06(c), the Capitalized Interest Account and the Pre-Funding Account, as a
REMIC. The Trust shall be administered pursuant to the provisions of this
Agreement for the benefit of the Certificateholders.

         b. The Seller hereby transfers, assigns, delivers, sells, sets over and
otherwise conveys to the Trustee on behalf of the Trust, by execution of an
assignment substantially in the form of Exhibit D hereto, (1) all the right,
title and interest of the Seller in and to the Initial and Additional Contracts,
including, without limitation, all right, title and interest in and to the
Collateral Security, all rights to receive payments on or with respect to the
Initial and Additional Contracts (other than the principal and interest due on
the Contracts before the applicable Cut-off Date) and all rights of the Seller
under the Transfer Agreement, (2) all rights under every Hazard Insurance Policy
relating to a Manufactured Home securing an Initial or Additional Contract for
the benefit of the creditor of such Contract, (3) all rights under all FHA/VA
Regulations pertaining to any Initial and Additional Contract that is an FHA/VA
Contract, (4) the proceeds from the Errors and Omissions Protection Policy and
all rights under any blanket hazard insurance policy to the extent they relate
to the Manufactured Homes, (5) all documents contained in the Contract Files and
the Land-and-Home Contract Files relating to the Initial and Additional
Contracts, (6) $7,244,258.53 paid by the underwriters of the Certificates to the
Trustee by order of the Seller out of the proceeds of the sale of the
Certificates (which such underwriters shall, by order of the Trust, remit
directly to the Seller pursuant to Section 2.01(c)), (7) amounts on deposit in
the Capitalized Interest Account, (8) amounts on deposit in the Pre- Funding
Account and (9) all proceeds and products in any way derived from any of the
foregoing.

         c. The Seller hereby acknowledges receipt from the Trust of
$7,244,258.53 paid to the Seller by the underwriters of the Certificates by
order of the Trust, equal to the difference between the aggregate Cut-off Date
Principal Balances of the Staged-Funding Contracts and the principal balance of
the Staged-Funding Contracts as of the Closing Date. The Seller agrees, in
consideration for such funds, that it will use its best efforts (consistent with
prudent lending practices) to cause each Staged-Funding Contract to be fully
disbursed on or before the Funding Termination Date. The additional payment
obligations of any Obligor attributable to any further disbursements on any
Staged-Funding Contract made on or before the Funding Termination Date shall
automatically become the property of the Trust, without further action by the
Seller or the Trust. The payment to the Seller by the Trust and the transfer of
additional obligations to the

                                       2-1
<PAGE>

Trust pursuant to this Section 2.01(c) shall be a purchase by the Trust of
qualified mortgages pursuant to a fixed price contract within the meaning of
Section 860G(a)(3) of the Code.

         d. Although the parties intend that the conveyance of the Seller's
right, title and interest in and to the Contracts and the Collateral Security
pursuant to this Agreement and each Subsequent Transfer Instrument shall
constitute a purchase and sale and not a pledge of security for loans from the
Certificateholders, it is the intent of this Agreement that if such conveyances
are deemed to be a pledge of security for loans from the Certificateholders or
any other Persons (the "Secured Obligations"), the parties intend that the
rights and obligations of the parties to the Secured Obligations shall be
established pursuant to the terms of this Agreement. The parties also intend and
agree that the Seller shall be deemed to have granted to the Trustee, and the
Seller does hereby grant to the Trustee, a perfected first-priority security
interest in the items designated in Section 2.01(b)(1) through 2.01(b)(9) above
and in each Subsequent Transfer Instrument, and all proceeds thereof, to secure
the Secured Obligations, and that this Agreement shall constitute a security
agreement under applicable law. If the trust created by this Agreement
terminates prior to the satisfaction of the claims of any Person under any
Certificates or the Secured Obligations, the security interest created hereby
shall continue in full force and effect and the Trustee shall be deemed to be
the collateral agent for the benefit of such Person.

         SECTION 2.02.  Conditions to the Closing.

         On or before the Closing Date, the Seller shall deliver or cause to be
delivered the following documents to the Trustee:

                  a. The List of Contracts identifying all Initial and
         Additional Contracts, certified by the Chairman of the Board, President
         or any Vice President of the Seller.

                  b. A certificate of an officer of each of the Originator and
         Seller substantially in the form of Exhibit E hereto.

                  c. An Opinion of Counsel for each of the Originator and Seller
         substantially in the form of Exhibit F hereto.

                  d. The Trustee's acknowledgement in the form of Exhibit G
         hereto.

                  e. A letter acceptable to the Underwriters from
         PricewaterhouseCoopers LLP or another nationally recognized accounting
         firm, stating that such firm has reviewed the Initial Contracts on a
         statistical sampling basis and setting forth the results of such
         review.

                  f. Copies of resolutions of the board of directors of the
         Seller or of the executive committee of the board of directors of the
         Seller approving the execution, delivery and performance of this
         Agreement, the creation of the Trust and the transactions contemplated
         hereunder, certified in each case by the secretary or an assistant
         secretary of the Seller.


                                       2-2
<PAGE>

                  g. Officially certified recent evidence of due incorporation
         and good standing of the Seller under the laws of the State of
         Minnesota.

                  h. Evidence of filing with the Secretary of State of Minnesota
         of UCC-1 financing statements, (i) executed by the Originator as
         debtor, naming the Seller as secured party and listing the Contracts as
         collateral, and (ii) executed by the Seller as debtor, naming the
         Trustee as secured party and listing the Contracts as collateral.

                  i. The Land-and-Home Contract File for each Initial and
         Additional Contract that is a Land-and-Home Contract, together with an
         assignment of the related Mortgage to the Trustee or in blank.

                  j. An executed copy of the Assignments of the Originator and
         Seller substantially in the form of Exhibit D hereto.

                  k. An Officer's Certificate listing the Servicer's Servicing
         Officers.

                  l. Evidence of continued coverage of the Servicer under the
         Errors and Omissions Protection Policy.

                  m. Evidence of deposit in the Certificate Account of all funds
         received with respect to the Initial and Additional Contracts from the
         Cut-off Date to the Closing Date, other than amounts due before the
         Cut-off Date, together with an Officer's Certificate to the effect that
         such amount is correct.

                  n. An Officer's Certificate confirming that the Originator's
         internal audit department has reviewed the original or a copy of each
         Initial and Additional Contract and each related Contract File or
         Land-and-Home Contract File, as applicable, that each Initial and
         Additional Contract and related Contract File or Land-and-Home Contract
         File, as applicable, conforms in all material respects with the List of
         Contracts and that each such Contract File or Land-and-Home Contract
         File, as applicable, is complete in all material respects and that each
         Manufactured Home securing a Contract is covered by a Hazard Insurance
         Policy as required by Section 3.02(f).

                  o. A letter from Moody's confirming that the Class A-1
         Certificates have been assigned a rating of Aaa by Moody's and a letter
         from Standard & Poor's confirming that Class A-1 Certificates have been
         assigned a rating of AAA by Standard & Poor's.

                  p. A letter from Moody's confirming that the Class M-1
         Certificates have been assigned a rating of "Aa2" by Moody's and the
         Class M-2 Certificates have been assigned a rating of "A2" by Moody's
         and a letter from Standard & Poor's confirming that the Class M-1
         Certificates have been assigned a rating of "AA" by Standard & Poor's
         and the Class M-2 Certificates have been assigned a rating of "A" by
         Standard & Poor's.


                                       2-3
<PAGE>

                  q. A letter from Moody's confirming that the Class B-1
         Certificates have been assigned a rating of "Baa2" by Moody's and the
         Class B-2 Certificates have been assigned a rating of "Ba1" by Moody's
         and a letter from Standard & Poor's confirming that the Class B-1
         Certificates have been assigned a rating of "BBB+" by Standard & Poor's
         and the Class B-2 Certificates have been assigned a rating of "BBB-" by
         Standard & Poor's.

                  r. The demand note described in Section 3.06(c)(v).

                  s. Evidence of the deposit of $4,750,000 in the Capitalized
         Interest Account.

                  t. Evidence of the deposit of $219,315,703.17 in the
         Pre-Funding Account.

                  u. Evidence of the deposit in the Undelivered Contract
         Subaccount of an amount equal to the difference between the aggregate
         Cut-off Date Principal Balances of the Initial Contracts and the
         aggregate Cut-off Date Principal Balances of the Undelivered Contracts.

                  v. Any other documents or certificates that the Trustee may
         reasonably request.

         SECTION 2.03.  Conveyance of the Subsequent Contracts.

         a. Subject to the conditions set forth in paragraph (b) below, in
consideration of the Trustee's delivery on the related Subsequent Transfer Dates
to or upon the order of the Seller of all or a portion of the balance of funds
in the Pre-Funding Account, the Seller shall on any Subsequent Transfer Date
sell, transfer, assign, set over and convey to the Trust by execution and
delivery of a Subsequent Transfer Instrument, all the right, title and interest
of the Seller in and to the Subsequent Contracts identified on the List of
Contracts attached to the Subsequent Transfer Instrument, including all rights
to receive payments on or with respect to the Subsequent Contracts due after the
related Subsequent Cut-off Date, and all items with respect to such Subsequent
Contracts in the related Contract Files. The transfer to the Trustee by the
Seller of the Subsequent Contracts shall be absolute and is intended by the
Seller, the Trustee and the Certificateholders to constitute and to be treated
as a sale of the Subsequent Contracts by the Seller to the Trust.

         The purchase price paid by the Trustee shall be one hundred percent
(100%) of the aggregate Cut-off Date Principal Balances of such Subsequent
Contracts. The purchase price of Subsequent Contracts shall be paid solely with
amounts in the Pre-Funding Account. This Agreement shall constitute a fixed
price contract in accordance with Section 860G(a)(3)(A)(ii) of the Code.

         b. The Seller shall transfer to the Trustee the Subsequent Contracts,
and the Trustee shall release funds from the Pre-Funding Account, only upon the
satisfaction of each of the following conditions on or prior to the related
Subsequent Transfer Date:


                                       2-4
<PAGE>

                  (i) the Seller shall have provided the Trustee with an
         Addition Notice at least five Business Days prior to the Subsequent
         Transfer Date and shall have provided any information reasonably
         requested by the Trustee with respect to the Subsequent Contracts;

                  (ii) the Seller shall have delivered the related Land-and-Home
         Contract File for each Subsequent Land-and-Home Contract to the
         Custodian at least two Business Days prior to the Subsequent Transfer
         Date;

                  (iii) the Seller shall have delivered to the Trustee a duly
         executed Subsequent Transfer Instrument substantially in the form of
         Exhibit P, which shall include a List of Contracts identifying the
         related Subsequent Contracts;

                  (iv) as of each Subsequent Transfer Date, as evidenced by
         delivery of the Subsequent Transfer Instrument, the Seller shall not be
         insolvent nor shall it have been made insolvent by such transfer nor
         shall it be aware of any pending insolvency;

                  (v) such sale and transfer shall not result in a material
         adverse tax consequence to the Trust (including the Master REMIC and
         the Subsidiary REMIC) or the Certificateholders;

                  (vi) the Pre-Funding Period shall not have ended;

                  (vii) the Seller shall have delivered to the Trustee an
         Officer's Certificate, substantially in the form attached hereto as
         Exhibit Q, confirming the satisfaction of each condition precedent and
         the representations specified in this Section 2.03 and in Sections
         3.01, 3.02, 3.03, 3.04 and 3.05; and

                  (viii) the Seller and the Originator shall have delivered to
         the Trustee Opinions of Counsel addressed to Standard & Poor's, Moody's
         and the Trustee with respect to the transfer of the Subsequent
         Contracts substantially in the form of the Opinions of Counsel
         delivered to the Trustee on the Closing Date regarding certain
         bankruptcy, corporate and tax matters.

         c. Before the last day of the Pre-Funding Period, the Seller shall
deliver to the Trustee:

                  (i) A letter from PricewaterhouseCoopers LLP or another
         nationally recognized accounting firm retained by the Seller (with
         copies provided to Standard & Poor's, Moody's, the Underwriters and the
         Trustee) that is in form, substance and methodology the same as that
         delivered under Section 2.02(e) of this Agreement, except that it shall
         address the Subsequent Contracts and their conformity in all material
         respects to the characteristics described in Section 3.04(b) of this
         Agreement.

                  (ii) Evidence that as a result of the purchase by the Trust of
         the Subsequent Contracts, the Class A-1 Certificates shall not receive
         from Standard & Poor's or

                                       2-5
<PAGE>

         Moody's a lower credit rating than the rating assigned to such
         Certificates as of the Closing Date.

                  (iii) Evidence that the aggregate Cut-off Date Principal
         Balance of the Subsequent Contracts, not specifically identified as
         Subsequent Contracts as of the Closing Date, does not exceed 25% of the
         Original Principal Balance.

         SECTION 2.04.  Acceptance by Trustee.

         a. On the Closing Date and each Subsequent Transfer Date, if the
conditions set forth in Section 2.02 and 2.03, respectively, have been
satisfied, the Trustee shall deliver a certificate to the Seller substantially
in the form of Exhibit G hereto acknowledging conveyance of the Contracts,
identified on the applicable List of Contracts and the related Contract Files
and Land-and-Home Contract Files to the Trustee and declaring that the Trustee,
directly or through a custodian, will hold all Contracts that have been
delivered in trust, upon the terms herein set forth, for the use and benefit of
all Certificateholders and on the Closing Date the Trustee shall issue to or
upon the order of the Seller Certificates representing ownership of a beneficial
interest in 100% of the Trust.

         b. If, in its review of the Land-and-Home Contract Files as described
in Exhibit G, the Trustee or its Custodian discovers a breach of the
representations or warranties set forth in Sections 2.02(n), 3.02, 3.03, 3.04 or
3.05, the Seller and the Originator shall cure such breach or repurchase or
replace such Contract pursuant to Section 3.06.

         SECTION 2.05.  REMIC Provisions.

         a. The Originator, as Servicer, and the Class C Subsidiary
Certificateholder and the Class C Master Certificateholder, by acceptance
thereof, each agrees that, in accordance with the requirements of Section
860D(b)(1) of the Code, the federal tax return of each of the Subsidiary REMIC
and the Master REMIC for its first taxable year shall provide that the
Subsidiary REMIC or the Master REMIC, as the case may be (excluding the
Capitalized Interest Account, the obligation and related demand note of the
Originator pursuant to Section 3.06(c), the Staged- Funding Contract Reserve
Account and the Pre-Funding Account) elects to be treated as a REMIC for such
taxable year and all subsequent taxable years. In furtherance of the foregoing,
the Trustee (at the direction of the Originator, the Seller or the Servicer) and
the Originator, the Seller and the Servicer shall take, or refrain from taking,
all such action as is necessary to maintain the status of each of the Subsidiary
REMIC or the Master REMIC as a REMIC under the REMIC provisions of the Code,
including, but not limited to, the taking of such action as is necessary to cure
any inadvertent termination of REMIC status.

         b. The Regular Certificates are being issued in 6 classes and are
hereby designated by the Originator as constituting the "regular interests" in
the Master REMIC for the purposes of Section 860G(a)(1) of the Code. The
following terms of the Regular Certificates are irrevocably established as of
the Closing Date:

                                       2-6
<PAGE>

<TABLE>
<CAPTION>
                                                                 Original Class
                                      Pass-Through                  Principal
            Class                    Rate Per Annum                  Balance                Maturity Date
------------------------------   ----------------------       ---------------------      -------------------
<S>                              <C>                          <C>                        <C>
Class A-1                                7.36%                     $  830,000,000             July 1, 2031
Class M-1                               *7.96%                     $   50,000,000             July 1, 2031
Class M-2                               *8.74%                     $   40,000,000             July 1, 2031
Class B-1                               *9.20%                     $   30,000,000             July 1, 2031
Class B-2                               *9.20%                     $   35,000,000             July 1, 2031
Class B-3I                                                             **
</TABLE>

----------------
    * A floating rate (determined monthly on each Remittance Date) equal to the
Weighted Average Contract Rate, but in no event greater than the related
Remittance Rate specified above.

   ** The Class B-3I Certificates are interest-only Certificates entitled to the
payment of Excess Interest.

The Seller does not represent that any Class of Regular Certificates will, in
fact, mature on any given date. The Class C Master Certificates are being issued
in a single Class and are hereby designated by the Seller as constituting the
sole class of "residual interests" in the Master REMIC for purposes of Section
860G(a)(2) of the Code.

         c. The Uncertificated Subsidiary Interests are being issued in 5
classes and are hereby designated by the Seller as constituting the "regular
interests" in the Subsidiary REMIC for the purposes of Section 860G(a)(1) of the
Code. The following terms of the Uncertificated Subsidiary Interests are
irrevocably established as of the Closing Date:

<TABLE>
<CAPTION>
                                                                        Original
                                                                       Subsidiary
                                                                        Interest
                             Pass-Through Rate Per                     Principal                   Maturity
      Class                          Annum                              Balance                      Date
------------------    -----------------------------------        ----------------------        -----------------
<S>                   <C>                                        <C>                           <C>
                                Weighted Average Contract
Class A-S1                                           Rate        $          830,000,000             July 1, 2031
                                Weighted Average Contract
Class M-S1                                           Rate        $           50,000,000             July 1, 2031
                                Weighted Average Contract
Class M-S2                                           Rate        $           40,000,000             July 1, 2031
                                Weighted Average Contract
Class B-S1                                           Rate        $           30,000,000             July 1, 2031
                                Weighted Average Contract
Class B-S2                                           Rate        $           35,000,000             July 1,2031
</TABLE>

                                       2-7
<PAGE>

The Seller does not represent that any Class of Uncertificated Subsidiary
Interests will, in fact, mature on any given date. The Class C Subsidiary
Certificates are being issued in a single Class and are hereby designated by the
Seller as constituting the sole class of "residual interests" in the Subsidiary
REMIC for purposes of Section 860G(a)(2) of the Code.

         d. The Closing Date, which is the day on which each of the Subsidiary
REMIC and the Master REMIC will issue all of its regular and residual interests,
is hereby designated as the "startup day" of both the Subsidiary REMIC and the
Master REMIC within the meaning of Section 860G(a)(9) of the Code.

         e. After the Closing Date, neither the Trustee, the Originator, the
Seller nor any Servicer shall (i) accept any contribution of assets to the
Subsidiary REMIC or the Master REMIC, (ii) dispose of any portion of the
Subsidiary REMIC or the Master REMIC, other than as provided in Sections 3.06,
3.07 and 8.05, (iii) engage in any "prohibited transaction," as defined in
Sections 860F(a)(2) and (5) of the Code, except as may be contemplated by
Section 3.06(c), (iv) accept any contribution after the Closing Date that is
subject to the tax imposed by Section 860G(d) of the Code or (v) engage in any
activity or enter into any agreement that would result in the receipt by the
Subsidiary REMIC or the Master REMIC of any "net income from foreclosure
property" as defined in Section 860G(c)(2) of the Code, unless, prior to any
such action set forth in clauses (i), (ii), (iii), (iv) or (v) the Trustee shall
have received an unqualified Opinion of Counsel, which opinion shall not be an
expense of the Trust, stating that such action will not, directly or indirectly,
(A) adversely affect the status of the Subsidiary REMIC or the Master REMIC as a
REMIC or the status of the Uncertificated Subsidiary Interests as "regular
interests" in the Subsidiary REMIC, the status of the Class C Subsidiary
Certificates as the sole class of "residual interests" in the Subsidiary REMIC,
the status of the Regular Certificates as "regular interests" in the Master
REMIC, or the status of the Class C Master Certificates as the sole class of
"residual interests" in the Master REMIC, (B) affect the distributions payable
hereunder to the Certificateholders or (C) result in the imposition of any lien,
charge or encumbrance upon the Subsidiary REMIC or the Master REMIC.

         f. Upon the acquisition of any real property (including interests in
real property), or any personal property incident thereto, in connection with
the default of a Contract, the Servicer and the Trustee (at the direction of the
Servicer) shall take, or cause to be taken, such action as is necessary to sell
or otherwise dispose of such property within such period as is then required by
the Code in order for such property to qualify as "foreclosure property" within
the meaning of Section 860G(a)(8) of the Code, unless the Servicer and the
Trustee receive an Opinion of Counsel to the effect that the holding by the
Subsidiary REMIC or the Master REMIC of such property subsequent to the period
then permitted by the Code will not result in the imposition of any taxes on
"prohibited transactions" of the Subsidiary REMIC or the Master REMIC, as
defined in Section 860F of the Code, or cause the Subsidiary REMIC or the Master
REMIC to fail to qualify as a REMIC at any time that the Uncertificated
Subsidiary Interests, Class C Subsidiary Certificates, Regular Certificates or
Class C Master Certificates are outstanding. The Servicer shall manage,
conserve, protect and operate such real property, or any personal property
incident thereto, so that such property will not fail to qualify as "foreclosure
property," as defined in Section 860G(a)(8) of the Code, and that the
management, conservation, protection and operation of such property will not
result in the receipt by the Subsidiary REMIC or the Master REMIC of any "income
from nonpermitted assets," within the meaning of Section 860F(a)(2)(B) of the
Code.

                                       2-8
<PAGE>

                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

         Each of the Seller and Originator makes the following representations
and warranties on which the Trustee will rely in accepting the Contracts in
trust and issuing the Certificates on behalf of the Trust. The repurchase or
substitution obligation of the Originator set forth in Section 3.06 constitutes
the sole remedy available to the Trust or the Certificateholders for a breach of
a representation or warranty of the Originator set forth in Section 2.02(n),
3.02, 3.03, 3.04 or 3.05 of this Agreement.

         SECTION 3.01.  Representations and Warranties Regarding the Seller.

         The Seller represents and warrants to the Trustee and the
Certificateholders, effective on the Closing Date and each Subsequent Transfer
Date, that:

                  a. Organization and Good Standing. The Seller is a corporation
         duly organized, validly existing and in good standing under the laws of
         the jurisdiction of its organization and has the corporate power to own
         its assets and to transact the business in which it is currently
         engaged. The Seller is duly qualified to do business as a foreign
         corporation and is in good standing in each jurisdiction in which the
         character of the business transacted by it or properties owned or
         leased by it requires such qualification and in which the failure so to
         qualify would have a material adverse effect on the business,
         properties, assets, or condition (financial or other) of the Seller.

                  b. Authorization; Binding Obligations. The Seller has the
         power and authority to make, execute, deliver and perform this
         Agreement and all of the transactions contemplated under this
         Agreement, and to create the Trust and cause it to make, execute,
         deliver and perform its obligations under this Agreement and has taken
         all necessary corporate action to authorize the execution, delivery and
         performance of this Agreement and to cause the Trust to be created.
         When executed and delivered, this Agreement will constitute the legal,
         valid and binding obligation of the Seller enforceable in accordance
         with its terms, except as enforcement of such terms may be limited by
         bankruptcy, insolvency or similar laws affecting the enforcement of
         creditors' rights generally and by the availability of equitable
         remedies.

                  c. No Consent Required. The Seller is not required to obtain
         the consent of any other party or any consent, license, approval or
         authorization from, or registration or declaration with, any
         governmental authority, bureau or agency in connection with the
         execution, delivery, performance, validity or enforceability of this
         Agreement.

                  d. No Violations. The execution, delivery and performance of
         this Agreement by the Seller will not violate any provision of any
         existing law or regulation or any order or decree of any court or the
         Articles of Incorporation or Bylaws of the Seller, or constitute a
         material breach of any mortgage, indenture, contract or other agreement
         to which the Seller or Originator is a party or by which the Seller may
         be bound.

                                       3-1
<PAGE>

                  e. Litigation. No litigation or administrative proceeding of
         or before any court, tribunal or governmental body is currently
         pending, or to the knowledge of the Seller threatened, against the
         Seller or any of its properties or with respect to this Agreement or
         the Certificates which, if adversely determined, would in the opinion
         of the Seller have a material adverse effect on the transactions
         contemplated by this Agreement.

                  f. Licensing. The Seller is duly registered as a finance
         company in each state in which Contracts were originated, to the extent
         such registration is required by applicable law.

         SECTION 3.02.  Representations and Warranties Regarding Each Contract.

         The Originator has made the following representations and warranties to
the Seller in the Transfer Agreement, which representations and warranties the
Seller has assigned to the Trustee for the benefit of the Certificateholders, as
of the Closing Date with respect to each Initial or Additional Contract, and as
of the applicable Subsequent Transfer Date with respect to each Subsequent
Contract identified on the List of Contracts attached to the related Subsequent
Transfer Agreement:

                  a. List of Contracts. The information set forth in the
         applicable List of Contracts is true and correct as of its date.

                  b. Payments. As of the Cut-off Date, the most recent scheduled
         payment was made by or on behalf of the Obligor (without any advance
         from the Originator or any Person acting at the request of the
         Originator) or was not past due for more than 59 days (in the case of
         an Initial or Additional Contract) or 30 days (in the case of a
         Subsequent Contract).

                  c. No Waivers. The terms of the Contract have not been waived,
         altered or modified in any respect, except by instruments or documents
         identified in the Contract File or Land-and-Home Contract File, as
         applicable.

                  d. Binding Obligation. The Contract is the legal, valid and
         binding obligation of the Obligor thereunder and is enforceable in
         accordance with its terms, except as such enforceability may be limited
         by laws affecting the enforcement of creditors' rights generally.

                  e. No Defenses. The Contract is not subject to any right of
         rescission, setoff, counterclaim or defense, including the defense of
         usury, and the operation of any of the terms of the Contract or the
         exercise of any right thereunder will not render the Contract
         unenforceable in whole or in part or subject to any right of
         rescission, setoff, counterclaim or defense, including the defense of
         usury, and no such right of rescission, setoff, counterclaim or defense
         has been asserted with respect thereto.

                  f. Insurance Coverage. The Manufactured Home securing the
         Contract is covered by a Hazard Insurance Policy in the amount required
         by Section 5.09. Each

                                       3-2
<PAGE>

         Manufactured Home secured by an FHA/VA Contract which was, at the time
         of origination of the related Contract, located within a federally
         designated special flood hazard area is covered by insurance coverage
         at least equal to that required by Section 5.09 or such lesser coverage
         as may be available under the federal flood insurance program. With
         respect to any other Contract that is not an FHA/VA Contract, the
         Company has obtained: (a) a statement from the Obligor's insurance
         agent that the Manufactured Home was, at the time of origination of the
         Contract, not in a federally designated special flood hazard area; or
         (b) evidence that, at the time of origination, flood insurance was in
         effect, which coverage is at least equal to that required by Section
         5.09 or such lesser coverage as may be available under the federal
         flood insurance program. All premiums due as of the Closing Date on
         such insurance have been paid in full.

                  g. Origination. The Contract was originated by a manufactured
         housing dealer and purchased by the Originator, or originated by
         Conseco Finance Corp. directly, in the regular course of its business.

                  h. Lawful Assignment. The Contract was not originated in and
         is not subject to the laws of any jurisdiction whose laws would make
         the transfer of the Contract pursuant to this Agreement or pursuant to
         transfers of Certificates, or the ownership of the Contract by the
         Trust, unlawful or render the Contract unenforceable.

                  i. Compliance with Law. At the date of origination of the
         Contract, all requirements of any federal and state laws, rules and
         regulations applicable to the Contract, including, without limitation,
         usury, truth in lending and equal credit opportunity laws, have been
         complied with, and the Originator shall for at least the period of this
         Agreement, maintain in its possession, available for the Trustee's
         inspection, and shall deliver to the Trustee upon demand, evidence of
         compliance with all such requirements. Such compliance is not affected
         by the Trust's ownership of the Contract.

                  j. Contract in Force. The Contract has not been satisfied or
         subordinated in whole or in part or rescinded, and the Manufactured
         Home securing the Contract has not been released from the lien of the
         Contract in whole or in part.

                  k. Valid Security Interest. Each Contract (other than the
         Land-and-Home Contracts) creates a valid and enforceable perfected
         first priority security interest in favor of the Originator in the
         Manufactured Home covered thereby as security for payment of the
         Cut-off Date Principal Balance of such Contract. The Originator has
         assigned all of its right, title and interest in such Contract,
         including the security interest in the Manufactured Home covered
         thereby, to the Seller, and the Seller has assigned all of its right,
         title and interest in such Contract, including the security interest in
         the Manufactured Home covered thereby, to the Trustee. The Trustee has
         and will have a valid and perfected and enforceable first priority
         security interest in such Contract and Manufactured Home.

                  Each Mortgage is a valid first lien in favor of the Seller on
         real property securing the amount owed by the Obligor under the related
         Land-and-Home Contract subject only

                                       3-3
<PAGE>

         to (a) the lien of current real property taxes and assessments, (b)
         covenants, conditions and restrictions, rights of way, easements and
         other matters of public record as of the date of recording of such
         Mortgage, such exceptions appearing of record being acceptable to
         mortgage lending institutions generally in the area wherein the
         property subject to the Mortgage is located or specifically reflected
         in the appraisal obtained in connection with the origination of the
         related Land-and-Home Contract obtained by the Seller and (c) other
         matters to which like properties are commonly subject which do not
         materially interfere with the benefits of the security intended to be
         provided by such Mortgage. The Seller has assigned all of its right,
         title and interest in such Land-and-Home Contract and related Mortgage,
         including the security interest in the Manufactured Home covered
         thereby, to the Trustee. The Trustee has and will have a valid and
         perfected and enforceable first priority security interest in such
         Land-and-Home Contract.

                  l. Capacity of Parties. The signature(s) of the Obligor(s) on
         the Contract are genuine and all parties to the Contract had full legal
         capacity to execute the Contract.

                  m. Good Title. In the case of a Contract purchased from a
         manufactured housing dealer, the Originator purchased the Contract for
         fair value and took possession thereof in the ordinary course of its
         business, without knowledge that the Contract was subject to a security
         interest. The Originator has not sold, assigned or pledged the Contract
         to any person and prior to the transfer of the Contract by the
         Originator to the Seller under the terms of the Transfer Agreement, the
         Originator had good and marketable title thereto free and clear of any
         encumbrance, equity, loan, pledge, charge, claim or security interest
         and was the sole owner thereof with full right to transfer the Contract
         to the Seller. With respect to any Contract bearing a stamp indicating
         that such Contract has been sold to another party, such other party's
         interest in such Contract has been released.

                  n. No Defaults. As of the Cut-off Date or Subsequent Cut-off
         Date, as applicable, there was no default, breach, violation or event
         permitting acceleration existing under the Contract and no event which,
         with notice and the expiration of any grace or cure period, would
         constitute such a default, breach, violation or event permitting
         acceleration under such Contract (except payment delinquencies
         permitted by clause (b) above). The Company has not waived any such
         default, breach, violation or event permitting acceleration except
         payment delinquencies permitted by clause (b) above. As of the Closing
         Date or the Subsequent Transfer Date, as applicable, the related
         Manufactured Home is, to the best of the Company's knowledge, free of
         damage and in good repair. To the best of the Originator's knowledge,
         no Manufactured Home has suffered damage that is not covered by a
         Hazard Insurance Policy, including, but not limited to, hurricanes,
         earthquakes, floods, tornadoes, straight-line winds, sinkholes,
         mudslides, volcanic eruptions and other natural disasters.

                  o. No Liens. As of the Closing Date or the Subsequent Transfer
         Date, as applicable, there are, to the best of the Originator's
         knowledge, no liens or claims which have been filed for work, labor or
         materials affecting the Manufactured Home or any

                                       3-4
<PAGE>

         related Mortgaged Property securing the Contract which are or may be
         liens prior to, or equal or coordinate with, the lien of the Contract.

                  p. Equal Installments. Except for 237 Step-up Rate Contracts
         included among the Initial Contracts and 293 Step-up Rate Contracts
         included among the Additional Contracts, each Contract has a fixed
         Contract Rate and provides for level monthly payments which fully
         amortize the loan over its term. Of the Step-up Rate Contracts which
         are still bearing interest at their initial Contract Rates, 513 provide
         for two rate increases and the remainder provide for a single rate
         increase.

                  q. Enforceability. The Contract contains customary and
         enforceable provisions so as to render the rights and remedies of the
         holder thereof adequate for the realization against the collateral of
         the benefits of the security provided thereby.

                  r. One Original. There is only one original executed Contract
         (other than the original executed copy retained by the Obligor), which
         Contract has been delivered to the Trustee or its custodian on or
         before the Closing Date or the Subsequent Transfer Date, as applicable.
         Each Contract (other than the Land-and-Home Contracts) has been stamped
         to reflect the assignment of such Contract to the Trustee.

                  s. Loan-to-Value Ratio. At the time of their origination all
         of the Contracts had Loan-to-Value Ratios not greater than 100%; if the
         related Manufactured Home was new at the time such Contract was
         originated, the original principal balance of such Contract did not
         exceed 130% of the manufacturer's invoice price, plus 100% of the taxes
         and license fees, 130% of the freight charges, 100% of the dealer's
         cost of additional dealer-installed equipment (not to exceed 25% of the
         original principal balance of such Contract in all states except
         California; not to exceed 70% of the manufacturer's invoice price in
         California if required to meet park requirements) and up to $1,500 of
         set-up costs per module.

                  t. Primary Resident. At the time of origination of the
         Contract the Obligor was the primary resident of the related
         Manufactured Home.

                  u. Not Real Estate. With respect to each Contract other than a
         Land-and- Home Contract, the related Manufactured Home is not
         considered or classified as part of the real estate on which it is
         located under the laws of the jurisdiction in which it is located.

                  v. Notation of Security Interest. With respect to each
         Contract other than a Land-and-Home Contract, if the related
         Manufactured Home is located in a state in which notation of a security
         interest on the title document is required or permitted to perfect such
         security interest, the title document shows, or if a new or replacement
         title document with respect to such Manufactured Home is being applied
         for such title document will be issued within 180 days and will show,
         the Originator or its assignee as the holder of a first priority
         security interest in such Manufactured Home; if the related
         Manufactured Home is located in a state in which the filing of a
         financing statement under the UCC is required

                                       3-5
<PAGE>

         to perfect a security interest in manufactured housing, such filings or
         recordings have been duly made and show the Originator or its assignee
         as secured party. If the related Manufactured Home secures a
         Land-and-Home Contract, such Manufactured Home is subject to a Mortgage
         properly filed in the appropriate public recording office or such
         Mortgage will be properly filed in the appropriate public recording
         office within 180 days, naming the Seller as mortgagee. In either case,
         the Trustee has the same rights as the secured party of record would
         have (if such secured party were still the owner of the Contract)
         against all Persons (including the Seller and the Originator and any
         trustee in bankruptcy of the Seller or the Originator) claiming an
         interest in such Manufactured Home.

                  w. Secondary Mortgage Market Enhancement Act. The related
         Manufactured Home is a "manufactured home" within the meaning of 42
         United States Code, Section 5402(6). Each manufactured housing dealer
         from whom the Originator purchased such Contract, if any, was then
         approved by the Originator in accordance with the requirements of the
         Secretary of Housing and Urban Development set forth in 24 CFR ss.
         201.27. At the origination of each Contract, the Originator was
         approved for insurance by the Secretary of Housing and Urban
         Development pursuant to Section 2 of the National Housing Act.

                  x. Qualified Mortgage. The Contract represents a "qualified
         mortgage" within the meaning of Section 860G(a)(3) of the Code. The
         Originator represents and warrants that, either as of the date of
         origination or the Closing Date, the fair market value of the property
         securing each Contract was not less than 80% of the "adjusted issue
         price" (within the meaning of the REMIC Provisions) of such Contract.

         SECTION 3.03. Additional Representations and Warranties. The Seller
hereby represents and warrants to the Trustee for the benefit of the
Certificateholders and the Class C Certificateholders, as of the Closing Date
with respect to each Contract identified on the list of Contracts and as of each
Subsequent Transfer Date with respect to each Subsequent Contract identified on
the List of Contracts attached to the related Subsequent Transfer Instrument:

                  a. Lawful Assignment. The Contract was not originated in and
         is not subject to the laws of any jurisdiction whose laws would make
         the transfer of the Contract under this Agreement or pursuant to
         transfers of the Certificates or Class C Certificates unlawful or
         render the Contract unenforceable. The Seller has duly executed a valid
         blanket assignment of the Contracts transferred to the Trust, and has
         transferred all its right, title and interest in such Contracts. The
         blanket assignment, any and all documents executed and delivered by the
         Seller pursuant to Sections 2.01(b) and 2.03(b), and this Agreement
         each constitutes the legal, valid and binding obligation of the Seller
         enforceable in accordance with its respective terms.

                  b. Good Title. The Seller is the sole owner of the Contract
         and has the authority to sell, transfer and assign such Contract to the
         Trust under the terms of this Agreement. There has been no assignment,
         sale or hypothecation of the Contract by the Seller, which
         hypothecation terminates upon sale of the Contract to the Trust. The
         Seller has good and marketable title to the Contract, free and clear of
         any encumbrance, equity,

                                       3-6
<PAGE>

         loan, pledge, charge, claim, lien or encumbrance of any type and has
         full right to transfer the Contract to the Trust.

         SECTION 3.04.  Representations and Warranties Regarding the Contracts
                        in the Aggregate.

         The Originator has represented and warranted to the Seller in the
Transfer Agreement, which representations and warranties the Seller has assigned
to the Trustee for the benefit of the Certificateholders and the Class C
Certificateholders, as of the Closing Date with respect to the Initial and
Additional Contracts, and as of each Subsequent Transfer Date with respect to
the related Subsequent Contracts, that:

                  a. Amounts. The aggregate principal amounts payable by
         Obligors under the Contracts (assuming all Staged-Funding Contracts
         were fully disbursed) as of the Cut-off Date equal the Cut-off Date
         Pool Principal Balance. The aggregate principal amounts payable by
         Obligors under the Initial Contracts (assuming all Staged-Funding
         Contracts included among the Initial Contracts were fully disbursed) as
         of the Cut-off Date equal $514,039,720.08. The aggregate principal
         amounts payable by Obligors under the Initial and Additional Contracts
         (assuming all Staged-Funding Contracts included among the Additional
         Contracts were fully disbursed) as of the Cut-off Date equal
         $780,684,296.83.

                  b. Characteristics of Initial and Additional Contracts. The
         Initial and Additional Contracts have the following characteristics as
         of the Cut-off Date:

                           (i) the Obligors on not more than 10% of the Initial
                  and Additional Contracts by Cut-off Date Pool Principal
                  Balance are located in any one state, except North Carolina,
                  which represents approximately 10.11% of the Cut-off Date
                  Principal Balance of the Initial Contracts, the Obligors on
                  not more than 5% of the Contracts by Cut-off Date Pool
                  Principal Balance are located in an area with the same zip
                  code and the Obligors on not more than 1% of the Contracts by
                  Cut-off Date Pool Principal Balance are located in California
                  in an area with the same zip code;

                           (ii) no Initial or Additional Contract has a
                  remaining maturity of fewer than 4 months or more than 360
                  months;

                           (iii) the final scheduled payment date on the Initial
                  or Additional Contract with the latest maturity is in June
                  2030;

                           (iv) approximately 81% of the Initial and Additional
                  Contracts by Cut- off Date Pool Principal Balance is
                  attributable to loans for purchases of new Manufactured Homes
                  and approximately 19% is attributable to loans for purchases
                  of used Manufactured Homes;

                           (v) no less than 41% of the Initial and Additional
                  Contracts by Cut-off Date Pool Principal Balance is
                  attributable to Land-and-Home Contracts;

                                       3-7
<PAGE>

                           (vi) the Weighted Average Contract Rate of the
                  Initial and Additional Contracts as of the Cut-off Date is at
                  least 10.24% per annum;

                           (vii) at least 74% of the Initial and Additional
                  Contracts by Cut-off Date Pool Principal Balance is
                  attributable to loans for the purchase of multi-section
                  Manufactured Homes;

                           (viii) the weighted average (by Cut-off Date Pool
                  Principal Balance) loan to value ratio of the Initial and
                  Additional Contracts is not more than 87.28%;

                           (ix) no Initial or Additional Contract was originated
                  before April 1996; and

                           (x) not more than 26% of the Initial and Additional
                  Contracts by Cut- off Date Pool Principal Balance are secured
                  by Manufactured Homes located in a mobile home park.

                  c. Characteristics of All Contracts. The Contracts have the
         following characteristics as of the end of the Pre-Funding Period:

                           (i) the Weighted Average Contract Rate is not less
                  than 10.25%, and not more than 50.11% of the Cut-off Date Pool
                  Principal Balance is attributable to Contracts with a Contract
                  Rate of less than 9.95%;

                           (ii) the weighted average (by Cut-off Date Pool
                  Principal Balance) Loan-to-Value Ratio of the Contracts is not
                  more than 89%;

                           (iii) not less than 73% of the Cut-off Date Pool
                  Principal Balance is attributable to loans for purchases of
                  new Manufactured Homes;

                           (iv) not more than 35% of the Cut-off Date Pool
                  Principal Balance is attributable to loans for the purchase of
                  single-section Manufactured Homes, and not less than 65% of
                  the Cut-off Date Pool Principal Balance is attributable to
                  loans for the purchase of double-section Manufactured Homes;

                           (v) not less than 30% of the Cut-off Date Pool
                  Principal Balance is attributable to Land-and-Home Contracts;

                           (vi) not more than 34% of the Cut-off Date Pool
                  Principal Balance is attributable to loans secured by
                  Manufactured Homes located in parks; and

                           (vii) the final scheduled payment date on the
                  Contract with the latest maturity is in June 25, 2030.


                                       3-8
<PAGE>

                  d. Staged-Funding Contracts. Approximately $ 264,515,841.94 of
         the Initial and Additional Contracts, by Cut-off Date Principal
         Balance, are Staged-Funding Contracts that had not been fully disbursed
         by the Cut-off Date. Approximately $257,271,583.41 of such amount has
         been disbursed by the Closing Date, and approximately $7,244,258.53
         remains to be disbursed on or before the Funding Termination Date.

                  e. Computer Tape. The Computer Tape made available by the
         Originator was complete and accurate as of its date and includes a
         description of the same Contracts that are described in the List of
         Contracts.

                  f. Marking Records. By the Closing Date or Subsequent Transfer
         Date, as applicable, the Originator has caused the portions of the
         Electronic Ledger relating to the Contracts to be clearly and
         unambiguously marked to indicate that such Contracts constitute part of
         the Trust and are owned by the Trust in accordance with the terms of
         the trust created hereunder.

                  g. No Adverse Selection. Except for the effect of the
         representations and warranties made in Sections 3.02 and 3.03 hereof,
         no adverse selection procedures have been employed in selecting the
         Contracts.

         SECTION 3.05.  Representations and Warranties Regarding the Contract
                        Files.

         The Originator has represented and warranted to the Seller in the
Transfer Agreement, which representations and warranties the Seller has assigned
to the Trustee for the benefit of the Certificateholders and the Class C
Certificateholders, as of the Closing Date with respect to the Initial and
Additional Contracts, and as of each Subsequent Transfer Date with respect to
the related Subsequent Contracts, that:

                  a. Possession. Immediately prior to the Closing Date or the
         Subsequent Transfer Date, as applicable, the Originator will have
         possession of each original Contract and the related Contract File or
         Land-and-Home Contract File and there are and there will be no
         custodial agreements in effect materially and adversely affecting the
         rights of the Originator to make, or cause to be made, any delivery
         required hereunder.

                  b. Bulk Transfer Laws. The transfer, assignment and conveyance
         of the Contracts and the Contract Files and Land-and-Home Contract
         Files by the Originator pursuant to the Transfer Agreement is not
         subject to the bulk transfer or any similar statutory provisions in
         effect in any applicable jurisdiction.

         SECTION 3.06.  Repurchase of Contracts or Substitution of Contracts for
                        Breach of Representations and Warranties.

         a. The Originator shall repurchase a Contract, at its Repurchase Price,
not later than the last day of the month prior to the month that is 90 days
after the day on which the Originator, the Servicer, the Seller or the Trustee
first discovers or should have discovered a breach of a

                                       3-9
<PAGE>

representation or warranty of the Originator set forth in Sections 2.02(n),
3.02, 3.03 or 3.05 of this Agreement that materially adversely affects the
Trust's or the Certificateholders' interest in such Contract and which breach
has not been cured; provided, however, that (i) in the event that a party other
than the Originator first becomes aware of such breach, such discovering party
shall notify the Originator in writing within five Business Days of the date of
such discovery and (ii) with respect to any Contract incorrectly described on
the List of Contracts with respect to unpaid principal balance, which the
Originator would otherwise be required to repurchase pursuant to this Section,
the Originator may, in lieu of repurchasing such Contract, deliver to the Seller
for deposit in the Certificate Account no later than the first Determination
Date that is 90 or more days from the date of such discovery cash in an amount
sufficient to cure such deficiency or discrepancy. Any such cash so deposited
shall be distributed to Certificateholders on the immediately following
Remittance Date as a collection of principal or interest on such Contract,
according to the nature of the deficiency or discrepancy. Notwithstanding any
other provision of this Agreement, the obligation of the Originator under this
Section shall not terminate upon a Service Transfer pursuant to Article VII.
Notwithstanding the foregoing, the Originator shall repurchase any Land-and-Home
Contract, at such Contract's Repurchase Price, or substitute for it an Eligible
Substitute Contract as described in Section 3.06(b), if the Seller has failed to
deliver the related Land-and-Home Contract File to the Trustee within 30 days of
the Closing Date.

         b. On or prior to the date that is the second anniversary of the
Closing Date, the Originator, at its election, may substitute one or more
Eligible Substitute Contracts for any Contracts that it is obligated to
repurchase pursuant to Section 3.06(a) (such Contracts being referred to as the
"Replaced Contracts") upon satisfaction of the following conditions:

                  (i) the Originator shall have conveyed to the Seller the
         Contracts to be substituted for the Replaced Contracts and the Contract
         Files related to such Contracts and the Originator shall have marked
         the Electronic Ledger indicating that such Contracts constitute part of
         the Trust;

                  (ii) the Contracts to be substituted for the Replaced
         Contracts are Eligible Substitute Contracts and the Originator delivers
         an Officers' Certificate, substantially in the form of Exhibit L-2
         hereto, to the Trustee certifying that such Contracts are Eligible
         Substitute Contracts;

                  (iii) the Originator shall have delivered to the Seller
         evidence of filing of a UCC-1 financing statement executed by the
         Originator as debtor, naming the Seller as secured party and the Seller
         shall have delivered to the Trustee evidence of filing of a UCC-1
         financing statement executed by the Seller as debtor, naming the
         Trustee as secured party and filed in Minnesota, listing such Contracts
         as collateral, or shall have delivered to the Seller or the Trustee, as
         the case may be, an amended List of Contracts;

                  (iv) in respect of Eligible Substitute Contracts that are
         Land-and-Home Contracts:


                                      3-10
<PAGE>

                  (x)      the Originator shall have delivered to the Seller, or
                           its Custodian, the related Land-and-Home Contract
                           Files; and

                  (y)      if the sum of the aggregate principal balances of all
                           Land-and-Home Contracts then held by the Trustee (but
                           excluding those Land-and-Home Contracts, if any, that
                           are to become Replaced Contracts as a consequence of
                           the substitution) and the aggregate principal
                           balances of all Land-and- Home Contracts that are
                           included in the Eligible Substitute Contracts equals
                           or exceeds 10% of the Pool Scheduled Principal
                           Balance as of the Remittance Date immediately
                           preceding the substitution, the Originator shall have
                           delivered to the Trustee an opinion of counsel
                           satisfactory to the Trustee to the effect that the
                           Trustee holds a perfected first priority lien in the
                           real estate securing such Eligible Substitute
                           Contracts, or evidence of recordation of the
                           assignment to the Trustee on behalf of the Trust of
                           (A) each Mortgage securing such Eligible Contracts
                           or, if less (B) of the number of Mortgages securing
                           such Eligible Substitute Contracts needed to reduce
                           the aggregate principal balances of all Land-and-Home
                           Contracts with respect to which such assignments are
                           not so recorded to less than 10% of the Pool
                           Scheduled Principal Balance as of the Remittance Date
                           immediately preceding the substitution;

                  (v) the Originator shall have delivered to the Trustee an
         Opinion of Counsel (a) to the effect that the substitution of such
         Contracts for such Replaced Contracts will not cause the Trust to fail
         to qualify as a REMIC at any time under then applicable REMIC
         Provisions or cause any "prohibited transaction" that will result in
         the imposition of a tax under such REMIC Provisions and (b) to the
         effect of paragraph 9 of Exhibit F hereto; and

                  (vi) if the aggregate Scheduled Principal Balance of such
         Replaced Contracts is greater than the aggregate Scheduled Principal
         Balance of the Contracts being substituted, the Originator shall have
         delivered to the Seller for deposit in the Certificate Account the
         amount of such excess and shall have included in the Officers'
         Certificate required by clause (ii) above a certification that such
         deposit has been made.

         Upon satisfaction of such conditions, the Trustee shall add such
Contracts to, and delete such Replaced Contracts from, the List of Contracts.
Such substitution shall be effected prior to the first Determination Date that
occurs more than 90 days after the Originator becomes aware, or should have
become aware, or receives written notice from the Trustee, of the breach
referred to in Section 3.06(a). Promptly after any substitution of a Contract,
the Originator shall give written notice of such substitution to Standard &
Poor's and Moody's.

                  c.(i) On or before the Funding Termination Date, the
         Originator or the Seller shall deliver an Officer's Certificate to the
         Trustee, stating that each Staged-Funding Contract was fully disbursed
         in accordance with the terms of such Contract on or before the Funding
         Termination Date, or specifying any Staged-Funding Contracts which were
         not fully disbursed by the Funding Termination Date (each
         Staged-Funding Contract that

                                      3-11
<PAGE>

         was not so fully disbursed being hereinafter referred to as an
         "Unfunded Contract"), and the Cut-off Date Principal Balance of each
         Unfunded Contract.

                  (ii) On or before the Funding Termination Date, the Originator
         shall either repurchase any Unfunded Contract in accordance with
         Section 3.06(a) (or the unfunded portion thereof, by depositing in the
         Certificate Account any undisbursed amount with respect to such
         Unfunded Contract), or shall substitute an Eligible Substitute Contract
         for such Unfunded Contract in accordance with Section 3.06(b). With
         respect to the repurchase of an Unfunded Contract pursuant to this
         Section 3.06(c), an amount of the Repurchase Price equal to the
         Unfunded Contract Shortfall attributable to such Unfunded Contract
         shall be treated as a refund to the Trust of the purchase price paid by
         the Trust for additional obligations of the Obligor on such Contract
         under Section 2.01(c), and the remainder of the Repurchase Price shall
         be treated as paid to the Trust for such Unfunded Contract.

                  (iii) If the Originator shall have failed to repurchase an
         Unfunded Contract (or the unfunded portion thereof, by depositing in
         the Certificate Account any undisbursed amount with respect to such
         Unfunded Contract) or to substitute an Eligible Substitute Contract
         therefor in accordance with subsection (ii) above, then the disbursed
         principal balance of such Unfunded Contract as owned by the Trust shall
         not be increased after the Funding Termination Date, notwithstanding
         any further disbursements that may be made to the related Obligor by
         the Originator after the Funding Termination Date. The Servicer shall
         thereafter allocate principal and interest collected on the Contract
         between the Trust and the Originator on a pro rata basis in accordance
         with the disbursed principal balance as of the Funding Termination
         Date, with the result that payments of interest and principal collected
         with respect to such disbursed principal balance as of the Funding
         Termination Date shall be deemed collected by the Trust. The aggregate
         differential between the Cut-off Date Principal Balance of all such
         Unfunded Contracts as specified in the List of Contracts and the
         disbursed principal balance of such Unfunded Contracts as of the
         Funding Termination Date (the "Unfunded Contract Shortfall") shall be
         added to the Formula Principal Distribution Amount with respect to the
         Remittance Date in February 2000.

                  (iv) On the Business Day prior to each Remittance Date until
         and including the Remittance Date immediately following the funding
         Termination Date, the Originator shall pay any Class A-1 Interest
         Shortfall, Class M-1 Interest Shortfall, Class M-2 Interest Shortfall
         or Class B-1 Interest Shortfall occurring on such Remittance Date, if
         and to the extent such shortfall is caused by the difference between
         (A) the interest that would have been payable on all Staged-Funding
         Contracts in the related month had such Contracts been fully disbursed
         on the Closing Date and (B) the interest actually payable on such
         Contracts in the related month according to the terms of such
         Contracts.

                  (v) To further evidence its obligation to repurchase Unfunded
         Contracts pursuant to subsection (ii) above and to deposit any Class
         A-1 Interest Shortfall, Class M-1 Interest Shortfall, Class M-2
         Interest Shortfall and Class B-1 Interest Shortfall pursuant to
         subsection (iv) above, the Originator shall deliver to the Trustee, on
         the

                                      3-12
<PAGE>

         Closing Date, a demand note in an amount no less than the aggregate
         Cut-off Date Principal Balances of the Staged-Funding Contracts. After
         the Funding Termination Date or such earlier date on which the
         Originator either has fully disbursed or repurchased each
         Staged-Funding Contract as required herein, the Trustee shall return
         such demand note to the Originator for cancellation and/or destruction.

         d. Upon receipt by the Trust by deposit in the Certificate Account of
the Repurchase Price under subsection (a) or (c) above, or the delivery of an
Eligible Substitute Contract pursuant to subsection (b) or (c) above, and upon
receipt of a certificate of a Servicing Officer in the form attached hereto as
Exhibit L-1 or L-2, the Trustee shall convey and assign to the Originator all of
the Trust's right, title and interest in the repurchased Contract or Replaced
Contract without recourse, representation or warranty, except as to the absence
of liens, charges or encumbrances created by or arising as a result of actions
of the Trustee.

         e. The Originator shall defend and indemnify the Trustee and the
Certificateholders against all costs, expenses, losses, damages, claims and
liabilities, including reasonable fees and expenses of counsel, arising out of
any claims which may be asserted against or incurred by any of them as a result
of any third-party action arising out of any breach of any such representation
and warranty.

         SECTION 3.07.  No Repurchase or Substitution Under Certain
                        Circumstances.

         Notwithstanding any provision of this Agreement to the contrary, no
repurchase or substitution pursuant to Section 3.06 (other than a repurchase or
substitution pursuant to Section 3.06(c)) shall be made unless the Originator
obtains for the Trustee an Opinion of Counsel addressed to the Trustee that any
such repurchase or substitution would not, under the REMIC Provisions, (i) cause
the Subsidiary REMIC or the Master REMIC to fail to qualify as a REMIC while any
regular interest in the Subsidiary REMIC or the Master REMIC, respectively, is
outstanding, (ii) result in a tax on prohibited transactions within the meaning
of Section 860F(a)(2) of the Code or (iii) constitute a contribution after the
startup day subject to tax under Section 860G(d) of the Code. The Servicer shall
attempt to obtain such Opinion of Counsel. In the case of a repurchase or
deposit pursuant to Section 3.06(a) or 3.06(c), the Originator shall,
notwithstanding the absence of such opinion as to the imposition of any tax as
the result of such purchase or deposit, repurchase such Contract or make such
deposit and shall guarantee the payment of such tax by paying to the Trustee the
amount of such tax not later than five Business Days before such tax shall be
due and payable to the extent that amounts previously paid over to and then held
by the Trustee pursuant to Section 6.06 hereof are insufficient to pay such tax
and all other taxes chargeable under Section 6.06. Pursuant to Section 6.06, the
Servicer is hereby directed to withhold, and shall withhold and pay over to the
Trustee, an amount sufficient to pay such tax and any other taxes imposed on
"prohibited transactions" under Section 860F(a)(1) of the Code or imposed on
"contributions after start up date" under Section 860G(d) of the Code from
amounts otherwise distributable to Class C Subsidiary Certificateholders. The
Servicer shall give notice to the Trustee at the time of such repurchase of the
amounts due from the Originator pursuant to the guarantee of the Originator
described above and notice as to who should receive such payment.


                                      3-13
<PAGE>

         The Trustee shall have no obligation to pay any such amounts pursuant
to this Section other than from moneys provided to it by the Originator or from
moneys held in the funds and accounts created under this Agreement. The Trustee
shall be deemed conclusively to have complied with this Section if it follows
the directions of the Originator.

         In the event any tax that is guaranteed by the Originator pursuant to
this Section 3.07 is refunded to the Trust or otherwise is determined not to be
payable, the Originator shall be repaid the amount of such refund or that
portion of any guarantee payment made by the Originator that is not applied to
the payment of such tax.

         SECTION 3.08.  Staged-Funding Contract Reserve Account.

         a. Within one Business Day after any date prior to the Funding
Termination Date on which the Originator's long-term debt securities are rated
BB+ or lower by Standard & Poor's and Ba1 or lower by Moody's (the "Ratings
Adjustment Date"), the Originator shall give written and telephonic notice
thereof to the Trustee and shall deposit with the Trustee an amount equal to the
unfunded portion of the Contracts that were Unfunded Contracts on the Ratings
Adjustment Date. Upon receipt of such notice the Trustee shall establish the
Staged-Funding Contract Reserve Account on behalf of the Trust, which must be an
Eligible Account, and shall deposit therein the amount received from the
Originator pursuant to the previous sentence. The Account shall be entitled
"U.S. Bank National Association, as Trustee for the benefit of holders of
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates,
Series 1999-6."

         b. If the Originator fails to satisfy its obligations under Section
3.06(c)(ii) hereof the Trustee shall withdraw from the Staged-Funding Contract
Reserve Account that amount necessary to satisfy the Originator's obligations
under Section 3.06(c)(ii), and shall apply said funds in the fashion provided in
the second sentence in Section 3.06(c)(ii). Any amount so applied shall be
treated for all purposes under this Agreement as an amount paid by the
Originator to repurchase Contracts under Section 3.06(c).

         c. The Staged-Funding Contract Reserve Account shall be part of the
Trust but not part of the Subsidiary REMIC or Master REMIC. The Trustee on
behalf of the Trust shall be the legal owner of the Staged-Funding Contract
Reserve Account. The Originator shall be the beneficial owner of the
Staged-Funding Contract Reserve Account, subject to the foregoing power of the
Trustee to apply amounts in the Staged-Funding Contract Reserve Account to
satisfy the obligations of the Originator under Section 3.06(c)(ii). Funds in
the Staged-Funding Contract Reserve Account shall, at the direction of the
Originator, be invested in Eligible Investments that mature no later than the
Funding Termination Date. All net income and gain from such investments shall be
distributed to the Originator on the Funding Termination Date. Any losses on
such investments shall be deposited in the Staged-Funding Contract Reserve
Account by the Originator out of its own funds immediately as realized. All
amounts earned on amounts on deposit in the Staged-Funding Contract Reserve
Account shall be taxable to the Originator.

         d. Any funds remaining in the Staged-Funding Contract Reserve Account
after the Funding Termination Date shall be distributed to the Originator.

                                      3-14
<PAGE>

                                   ARTICLE IV

           PERFECTION OF TRANSFER AND PROTECTION OF SECURITY INTERESTS

         SECTION 4.01.  Custody of Contracts.

         a. Subject to the terms and conditions of this Section the Trustee
appoints the Servicer to maintain custody of the Contract Files for the benefit
of the Certificateholders and the Trustee. The Custodian shall maintain custody
of the Land-and-Home Contract Files. In the event that the Trustee is no longer
acting as Custodian of the Land-and-Home Contract Files, upon execution and
delivery of an agreement between the Trustee and the Person assuming the duties
of the Trustee hereunder as Custodian with respect to the Land-and-Home Contract
Files, the replacement Custodian shall concurrently execute an acknowledgment of
receipt of the Land- and-Home Contract Files substantially in the form of
Exhibit H hereto.

         b. The Servicer agrees to maintain the related Contract Files at its
office where they are currently maintained, or at such other offices of the
Servicer in the State of Minnesota as shall from time to time be identified to
the Trustee by written notice. The Servicer may temporarily move individual
Contract Files or any portion thereof without notice as necessary to conduct
collection and other servicing activities in accordance with its customary
practices and procedures.

         c. As custodian, the Servicer shall have and perform the following
powers and duties:

                  (i) hold the Contract Files on behalf of the
         Certificateholders and the Trustee, maintain accurate records
         pertaining to each Contract to enable it to comply with the terms and
         conditions of this Agreement, maintain a current inventory thereof,
         conduct annual physical inspections of Contract Files held by it under
         this Agreement and certify to the Trustee annually that it continues to
         maintain possession of such Contract Files;

                  (ii) implement policies and procedures, in writing and signed
         by a Servicing Officer, with respect to persons authorized to have
         access to the Contract Files on the Servicer's premises and the
         receipting for Contract Files taken from their storage area by an
         employee of the Servicer for purposes of servicing or any other
         purposes; and

                  (iii) attend to all details in connection with maintaining
         custody of the Contract Files on behalf of the Certificateholders and
         the Trustee.

         d. In performing its duties under this Section, the Servicer agrees to
act with reasonable care, using that degree of skill and care that it exercises
with respect to similar contracts owned and/or serviced by it. The Servicer
shall promptly report to the Trustee any failure by it to hold the Contract
Files as herein provided and shall promptly take appropriate action to remedy
any such failure. In acting as custodian of the Contract Files, the Servicer
agrees further not to assert any beneficial ownership interests in the Contracts
or the Contract Files. The Servicer agrees to indemnify the Certificateholders
and the Trustee for any and all

                                       4-1
<PAGE>

liabilities, obligations, losses, damages, payments, costs or expenses of any
kind whatsoever which may be imposed on, incurred or asserted against the
Certificateholders and the Trustee as the result of any act or omission by the
Servicer relating to the maintenance and custody of the Contract Files;
provided, however, that the Servicer will not be liable for any portion of any
such amount resulting from the negligence or willful misconduct of any
Certificateholder or the Trustee.

         SECTION 4.02.  Filings.

         On or prior to the Closing Date, the Originator shall cause the UCC-1
financing statement referred to in Section 2.02(h) to be filed. Trustee shall
cause to be filed all necessary continuation statements of the UCC-1 financing
statement. From time to time the Servicer shall take and cause to be taken such
actions and execute such documents as are necessary to perfect and protect the
Certificateholders' interest in the Contracts and their proceeds and the
Manufactured Homes against all other persons, including, without limitation, the
filing of financing statements, amendments thereto and continuation statements,
the execution of transfer instruments and the making of notations on or taking
possession of all records or documents of title. The Servicer will maintain the
Trustee's first priority perfected security interest in each Manufactured Home
and a first lien on each Mortgaged Property so long as the related Contract is
property of the Trust.

         SECTION 4.03.  Name Change or Relocation.

         a. During the term of this Agreement, the Originator shall change its
name, identity or structure or relocate its chief executive office without first
giving notice thereof to the Seller, the Trustee and the Servicer. In addition,
following any such change in the name, identity, structure or location of the
chief executive office of the Originator, the Originator shall given written
notice of any such change to Standard & Poor's and Moody's.

         b. If any change in the Originator's name, identity or structure or the
relocation of its chief executive office would make any financing or
continuation statement or notice of lien filed under this Agreement seriously
misleading within the meaning of applicable provisions of the UCC or any title
statute or would cause any such financing or continuation statement or notice of
lien to become unperfected (whether immediately or with lapse of time), the
Originator, no later than five days after the effective date of such change,
shall file, or cause to be filed, such amendments or financing statements as may
be required to preserve, perfect and protect the Certificateholders' interest in
the Contracts and proceeds thereof and in the Manufactured Homes.

         SECTION 4.04.  Chief Executive Office.

         During the term of this Agreement, the Originator will maintain its
chief executive office in one of the States of the United States, except
Tennessee.


                                       4-2
<PAGE>

         SECTION 4.05.  Costs and Expenses.

         The Servicer agrees to pay all reasonable costs and disbursements in
connection with the perfection and the maintenance of perfection, as against all
third parties, of the Certificateholders' right, title and interest in and to
the Contracts (including, without limitation, the security interests in the
Manufactured Homes granted thereby).

                                       4-3
<PAGE>

                                    ARTICLE V

                             SERVICING OF CONTRACTS

         SECTION 5.01.  Responsibility for Contract Administration.

         The Servicer will have the sole obligation to manage, administer,
service and make collections on the Contracts and perform or cause to be
performed all contractual and customary undertakings of the holder of the
Contracts to the Obligor. Conseco Finance Corp., if it is the Servicer, may
delegate some or all of its servicing duties to a wholly owned subsidiary of
Conseco Finance Corp., for so long as such subsidiary remains, directly or
indirectly, a wholly owned subsidiary of Conseco Finance Corp. Notwithstanding
any such delegation Conseco Finance Corp. shall retain all of the rights and
obligations of the Servicer hereunder. The Trustee, at the request of a
Servicing Officer, shall furnish the Servicer with any powers of attorney or
other documents necessary or appropriate to enable the Servicer to carry out its
servicing and administrative duties hereunder. Conseco Finance Corp. is hereby
appointed the Servicer until such time as any Service Transfer shall be effected
under Article VII.

         SECTION 5.02.  Standard of Care.

         In managing, administering, servicing and making collections on the
Contracts pursuant to this Agreement, the Servicer will exercise that degree of
skill and care consistent with the highest degree of skill and care that the
Servicer exercises with respect to similar contracts serviced by the Servicer;
provided, however, that (i) such degree of skill and care shall be at least as
favorable as the degree of skill and care generally applied by servicers of
manufactured housing installment sales contracts for institutional investors and
(ii) notwithstanding the foregoing, the Servicer shall not release or waive the
right to collect the unpaid balance on any Contract. The Servicer shall comply
with FHA/VA Regulations in servicing any FHA/VA Contracts (and will pay any
required premiums) so that the related insurance of the Federal Housing
Administration or partial guarantee of the Veterans Administration remains in
full force and effect, except for good faith disputes relating to FHA/VA
Regulations that will not cause the termination or reduction of such insurance
or guarantee.

         SECTION 5.03.  Records.

         The Servicer shall, during the period it is servicer hereunder,
maintain such books of account and other records as will enable the Trustee to
determine the status of each Contract.

         SECTION 5.04.  Inspection; Computer Tape.

         a. At all times during the term hereof, the Servicer shall afford the
Trustee and its authorized agents reasonable access during normal business hours
to the Servicer's records, which have not previously been provided to the Trust,
relating to the Contracts and will cause its personnel to assist in any
examination of such records by the Trustee or its authorized agents. The
examination referred to in this Section will be conducted in a manner which does
not unreasonably interfere with the Servicer's normal operations or customer or
employee relations.

                                       5-1
<PAGE>

Without otherwise limiting the scope of the examination the Trustee may make,
the Trustee may, using generally accepted audit procedures, verify the status of
each Contract and review the Electronic Ledger and records relating thereto for
conformity to Monthly Reports prepared pursuant to Article VI and compliance
with the standards represented to exist as to each Contract in this Agreement.

         b. At all times during the term hereof, the Servicer shall keep
available a copy of the List of Contracts at its principal executive office for
inspection by Certificateholders.

         c. On or before the ninth Business Day of each related Due Period, the
Servicer will provide to the Trustee a Computer Tape setting forth a list of all
the outstanding Contracts and the outstanding principal balance of each such
Contract as of the end of the next related Due Period.

         SECTION 5.05.  Certificate Account.

         a. On or before the Closing Date, the Servicer shall establish the
Certificate Account on behalf of the Trust, which must be an Eligible Account.
The Certificate Account shall be entitled "U.S. Bank National Association as
Trustee for the benefit of holders of Manufactured Housing Contract Pass-Through
Certificates, Series 1999-6 (Conseco Finance Corp., Servicer)." The Servicer
shall pay into the Certificate Account as promptly as practicable (not later
than the next Business Day) following receipt thereof all payments from Obligors
and Net Liquidation Proceeds, other than late payment penalty fees, extension
fees and assumption fees, which shall be retained by the Servicer as additional
compensation for servicing the Contracts. All amounts paid into the Certificate
Account under this Agreement shall be held in trust for the Trustee and the
Certificateholders until payment of any such amounts is authorized under this
Agreement. Only the Trustee may withdraw funds from the Certificate Account.

         b. If the Servicer so directs, the institution maintaining the
Certificate Account shall, in the name of the Trustee in its capacity as such,
invest the amounts in the Certificate Account in Eligible Investments that
mature not later than one Business Day prior to the next succeeding Remittance
Date. Once such funds are invested, such institution shall not change the
investment of such funds. All income and gain from such investments shall be
added to the Certificate Account and distributed on such Remittance Date
pursuant to Section 8.03(a). An amount equal to any net loss on such investments
shall be deposited in the Certificate Account by the Class C Subsidiary
Certificateholder out of its own funds immediately as realized. The Servicer and
the Trustee shall in no way be liable for losses on amounts invested in
accordance with the provisions hereof. Funds in the Certificate Account not so
invested must be insured to the extent permitted by law by the Federal Deposit
Insurance Corporation. "Eligible Investments" are any of the following:

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

                                       5-2
<PAGE>

                  (ii) (A) demand and time deposits in, certificates of deposit
         of, bankers' acceptances issued by, or federal funds sold by any
         depository institution or trust company (including the Trustee or any
         Affiliate of the Trustee, acting in its commercial capacity)
         incorporated under the laws of the United States of America or any
         State thereof and subject to supervision and examination by federal
         and/or state authorities, so long as, at the time of such investment or
         contractual commitment providing for such investment, the commercial
         paper or other short-term deposits of such depository institution or
         trust company (or, in the case of a depository institution which is the
         principal subsidiary of a holding company, the commercial paper or
         other short-term debt obligations of such holding company) are rated at
         least P-1 by Moody's, at least A-1 by Standard & Poor's and at least
         F-1 by Fitch (if rated by Fitch) and (B) any other demand or time
         deposit or certificate of deposit which is fully insured by the Federal
         Deposit Insurance Corporation;

                  (iii) shares of an investment company registered under the
         Investment Company Act of 1940, whose shares are registered under the
         Securities Act of 1933 and have the highest credit rating then
         available from Moody's and Fitch (if rated by Fitch) and are rated AAAm
         or AAAm-G by Standard & Poor's and whose only investments are in
         securities described in clauses (i), (ii) above and (iv) below;

                  (iv) repurchase obligations with respect to (A) any security
         described in clause (i) above or (B) any other security issued or
         guaranteed by an agency or instrumentality of the United States of
         America, in either case entered into with a depository institution or
         trust company (acting as principal) described in clause (ii)(A) above;

                  (v) securities bearing interest or sold at a discount issued
         by any corporation incorporated under the laws of the United States of
         America or any State thereof which have a credit rating of at least Aa2
         from Moody's, at least AAA by Standard & Poor's and in one of the two
         highest rating categories from Fitch (if rated by Fitch) at the time of
         such investment; provided, however, that securities issued by any
         particular corporation will not be Eligible 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
         corpus of the Trust to exceed 10% of amounts held in the Certificate
         Account;

                  (vi) commercial paper having a rating of at least A-1+ from
         Standard & Poor's and at least P-1 from Moody's (if rated by Moody's)
         at the time of such investment or pledge as a security; and

                  (vii) other obligations or securities that are acceptable to
         both Moody's and Standard & Poor's as an Eligible Investment hereunder
         and will not reduce the rating assigned to any Class of Certificates by
         either Moody's or Standard & Poor's below the lower of the then-current
         rating or the rating assigned to such Certificates as of the Closing
         Date by either Moody's or Standard & Poor's, as evidenced in writing;


                                       5-3
<PAGE>

provided that any such investment must constitute a "cash flow investment"
within the meaning of the REMIC Provisions.

Notwithstanding the foregoing, securities that represent the right to receive
payments only of interest due on underlying obligations shall not be included as
Eligible Investments, whether or not such securities otherwise fall within (i)
through (vi) above.

The Trustee may trade with itself or an Affiliate in the purchase or sale of
such Eligible Investments.

         c. If at any time the Trustee receives notice (from Standard & Poor's,
Moody's or the Servicer or otherwise) that the Certificate Account has ceased to
be an Eligible Account, the Trustee must, as soon as practicable but in no event
later than 5 Business Days of the Trustee's receipt of such notice, transfer the
Certificate Account and all funds and Eligible Investments therein to an
Eligible Account. Following any such transfer, the Trustee must notify each of
Standard & Poor's, Moody's and the Servicer of the location of the Certificate
Account.

         SECTION 5.06.  Enforcement.

         a. The Servicer shall, consistent with customary servicing procedures
and the terms of this Agreement, act with respect to the Contracts in such
manner as will maximize the receipt of principal and interest on such Contracts
and Liquidation Proceeds with respect to Liquidated Contracts.

         b. The Servicer may sue to enforce or collect upon Contracts, in its
own name, if possible, or as agent for the Trust. If the Servicer elects to
commence a legal proceeding to enforce a Contract, the act of commencement shall
be deemed to be an automatic assignment of the Contract to the Servicer for
purposes of collection only. If, however, in any enforcement suit or legal
proceeding it is held that the Servicer may not enforce a Contract on the ground
that it is not a real party in interest or a holder entitled to enforce the
Contract, the Trustee on behalf of the Trust shall, at the Servicer's expense,
take such steps as the Servicer deems necessary to enforce the Contract,
including bringing suit in its name or the names of the Certificateholders.

         c. The Servicer shall exercise any rights of recourse against third
persons that exist with respect to any Contract in accordance with the
Servicer's usual practice. In exercising recourse rights, the Servicer is
authorized on the Trustee's behalf to reassign the Contract or to resell the
related Manufactured Home to the person against whom recourse exists at the
price set forth in the document creating the recourse.

         d. So long as Conseco Finance Corp. is the Servicer, the Servicer may
grant to the Obligor on any Contract any rebate, refund or adjustment out of the
Certificate Account that the Servicer in good faith believes is required because
of prepayment in full of the Contract. The Servicer will not permit any
rescission or cancellation of any Contract.

         e. So long as Conseco Finance Corp. is the Servicer, the Servicer may,
consistent with its customary servicing procedures and consistent with Section
5.02, grant to the Obligor on

                                       5-4
<PAGE>

any Contract an extension of payments due under such Contract, provided that
Obligors may not be solicited for extensions, no such extension may extend
beyond the final scheduled payment date of the Contract with the latest
maturity, as specified in Section 3.04(c), and no more than one extension of
payments under a Contract may be granted in any twelve-month period.

         f. The Servicer may enforce any due-on-sale clause in a Contract if
such enforcement is called for under its then current servicing policies for
obligations similar to the Contracts, provided that such enforcement is
permitted by applicable law and will not adversely affect any applicable
insurance policy. If an assumption of a Contract is permitted by the Servicer
upon conveyance of the related Manufactured Home, the Servicer shall use its
best efforts to obtain an assumption agreement in connection therewith and add
such assumption agreement to the related Contract File or Land-and-Home Contract
File.

         g. Any provision of this Agreement to the contrary notwithstanding, the
Servicer shall not agree to the modification or waiver of any provision of a
Contract if such modification or waiver would be treated as a taxable exchange
under the REMIC Provisions.

         SECTION 5.07.  Trustee to Cooperate.

         a. Upon payment in full on any Contract, the Servicer will notify the
Trustee and Conseco Finance Corp. (if Conseco Finance Corp. is not the Servicer)
on the next succeeding Remittance Date by certification of a Servicing Officer
(which certification shall include a statement to the effect that all amounts
received in connection with such payments which are required to be deposited in
the Certificate Account pursuant to Section 5.05 have been so deposited). The
Servicer is authorized to execute an instrument in satisfaction of such Contract
and to do such other acts and execute such other documents as the Servicer deems
necessary to discharge the Obligor thereunder and eliminate the lien on the
related real estate. The Servicer shall determine when a Contract has been paid
in full; to the extent that insufficient payments are received on a Contract
credited by the Servicer as prepaid or paid in full and satisfied, the shortfall
shall be paid by the Servicer out of its own funds.

         b. From time to time as appropriate for servicing and foreclosure in
connection with any Land-and-Home Contract, the Trustee shall, upon written
request of a Servicing Officer and delivery to the Trustee of a receipt signed
by such Servicing Officer, cause the original Land-and- Home Contract and the
related Land-and-Home Contract File to be released to the Servicer and shall
execute such documents as the Servicer shall deem necessary to the prosecution
of any such proceedings. The Trustee shall stamp the face of each such
Land-and-Home Contract to be released to the Servicer with a notation that the
Land-and-Home Contract has been assigned to the Trustee. Upon request of a
Servicing Officer, the Trustee shall perform such other acts as reasonably
requested by the Servicer and otherwise cooperate with the Servicer in
enforcement of the Certificateholders' and Class C Certificateholders' rights
and remedies with respect to Contracts.

         c. The Servicer's receipt of a Land-and-Home Contract and/or
Land-and-Home Contract File shall obligate the Servicer to return the original
Land-and-Home Contract and the

                                       5-5
<PAGE>

related Land-and-Home Contract File to the Trustee when its need by the Servicer
has ceased unless the Contract shall be liquidated or repurchased or replaced as
described in Section 3.06.

         SECTION 5.08.  Costs and Expenses.

         All costs and expenses incurred by the Servicer in carrying out its
duties hereunder, including all fees and expenses incurred in connection with
the enforcement of Contracts (including enforcement of defaulted Contracts and
repossessions of Manufactured Homes securing such Contracts) shall be paid by
the Servicer and the Servicer shall not be entitled to reimbursement hereunder,
except that the Servicer shall be reimbursed out of the Liquidation Proceeds of
a Liquidated Contract for Liquidation Expenses incurred by it. The Servicer
shall not incur such Liquidation Expenses unless it determines in its good faith
business judgment that incurring such expenses will increase the Net Liquidation
Proceeds on the related Contract.

         SECTION 5.09.  Maintenance of Insurance.

         a. Except as otherwise provided in subsection (b) of this Section 5.09,
the Servicer shall cause to be maintained with respect to each Contract one or
more Hazard Insurance Policies which provide, at a minimum, the same coverage as
a standard form fire and extended coverage insurance policy that is customary
for manufactured housing, issued by a company authorized to issue such policies
in the state in which the related Manufactured Home is located and in an amount
which is not less than the maximum insurable value of such Manufactured Home or
the principal balance due from the Obligor on the related Contract, whichever is
less; provided, however, that the amount of coverage provided by each Hazard
Insurance Policy shall be sufficient to avoid the application of any
co-insurance clause contained therein; and provided, further, that such Hazard
Insurance Policies may provide for customary deductible amounts. With respect
to: (a) a Manufactured Home securing an FHA/VA Contract, if such Manufactured
Home's location was, at the time of origination of the related FHA/VA Contract,
within a federally designated special flood hazard area, the Servicer shall also
cause such flood insurance to be maintained, which coverage shall be at least
equal to the minimum amount specified in the preceding sentence or such lesser
amount as may be available under the federal flood insurance program; and (b)
any Contract that is not an FHA/VA Contract, the Originator shall obtain (i) a
statement from the Obligor's insurance agent that the Manufactured Home was, at
the time of origination of the Contract, not in a federally designated special
flood hazard area, or (ii) evidence that, at the time of origination, flood
insurance was in effect, which coverage was at least equal to the minimum amount
specified in the preceding sentence or such lesser amount as may be available
under the federal flood insurance program. Each Hazard Insurance Policy caused
to be maintained by the Servicer shall contain a standard loss payee clause in
favor of the Servicer and its successors and assigns. If any Obligor is in
default in the payment of premiums on its Hazard Insurance Policy or Policies,
the Servicer shall pay such premiums out of its own funds and may separately add
such premium to the Obligor's obligation as provided by the Contract, but shall
not add such premium to the remaining principal balance of the Contract.

         b. The Servicer may, in lieu of causing individual Hazard Insurance
Policies to be maintained with respect to each Manufactured Home pursuant to
subsection (a) of this Section 5.09, and shall, to the extent that the related
Contract does not require the Obligor to maintain a

                                       5-6
<PAGE>

Hazard Insurance Policy with respect to the related Manufactured Home, maintain
one or more blanket insurance policies covering losses on the Obligor's interest
in the Contracts resulting from the absence or insufficiency of individual
Hazard Insurance Policies. Any such blanket policy shall be substantially in the
form and in the amount carried by the Servicer as of the date of this Agreement.
The Servicer shall pay the premium for such policy on the basis described
therein and shall deposit into the Certificate Account from its own funds any
deductible amount with respect to claims under such blanket insurance policy
relating to the Contracts. The Servicer shall not, however, be required to
deposit any deductible amount with respect to claims under individual Hazard
Insurance Policies maintained pursuant to subsection (a) of this Section. If the
insurer under such blanket insurance policy shall cease to be acceptable to the
Servicer, the Servicer shall exercise its best reasonable efforts to obtain from
another insurer a replacement policy comparable to such policy.

         c. With respect to each Manufactured Home that has been repossessed in
connection with a defaulted Contract, the Servicer shall either (i) maintain one
or more Hazard Insurance Policies thereon or (ii) self-insure such Manufactured
Homes and deposit into the Certificate Account from its own funds any losses
caused by damage to such Manufactured Home that would have been covered by a
Hazard Insurance Policy.

         d. The Servicer shall keep in force throughout the term of this
Agreement (i) a policy or policies of insurance covering errors and omissions
for failure to maintain insurance as required by this Agreement and (ii) a
fidelity bond. Such policy or policies and such fidelity bond shall be in such
form and amount as is generally customary among Persons which service a
portfolio of manufactured housing installment sales contracts and installment
loan agreements having an aggregate principal amount of $100,000,000 or more and
which are generally regarded as servicers acceptable to institutional investors.

         SECTION 5.10.  Repossession.

         Notwithstanding the standard of care specified in Section 5.02, the
Servicer shall commence procedures for the repossession of any Manufactured Home
or the foreclosure upon any Mortgaged Property or take such other steps that in
the Servicer's reasonable judgment will maximize the receipt of principal and
interest or Net Liquidation Proceeds with respect to the Contract secured by
such Manufactured Home or Mortgaged Property (which may include retitling or
filing a recorded assignment of the Mortgage) subject to the requirements of the
applicable state and federal law, no later than five Business Days after the
time when such Contract becomes a Defaulted Contract; provided that if the
Servicer has actual knowledge that a Mortgaged Property is affected by hazardous
waste, then the Servicer shall not cause the Company to acquire title to such
Mortgaged Property in a foreclosure or similar proceeding. For purposes of the
proviso in the preceding sentence, the Servicer shall not be deemed to have
actual knowledge that a Mortgaged Property is affected by hazardous waste unless
it shall have received written notice that hazardous waste is present on such
property and such written notice has been made a part of the Land-and-Home
Contract File with respect to the related Contract. In connection with such
foreclosure or other conversion, the Servicer shall follow such practices and
procedures as it shall deem necessary or advisable and as shall be consistent
with Section 5.02. In the event that title to any Mortgaged Property is acquired
in foreclosure or by deed in

                                       5-7
<PAGE>

lieu of foreclosure, the deed or certificate of sale shall be issued to the
Trustee, as Trustee, or, at its election, to its nominee on behalf of the
Trustee, as Trustee.

         SECTION 5.11.  Commingling of Funds.

         So long as Conseco Finance Corp. is Servicer, any collections in
respect of Contracts collected by Conseco Finance Corp. shall, prior to the
deposit thereof in the Certificate Account, be held in bank accounts entitled
substantially as follows: "[name of depository], as agent for U.S. Bank National
Association as Trustee, other trustees, and Conseco Finance Corp., as their
interests may appear."

         SECTION 5.12.  Retitling; Security Interests.

         a. If, at any time, a Service Transfer has occurred and Conseco Finance
Corp. is no longer the Servicer and the new Servicer is unable to foreclose upon
a Manufactured Home because the title document for such Manufactured Home does
not show such Servicer or the Trustee as the holder of the first priority
security interest in the Manufactured Home, such Servicer shall take all
necessary steps to apply for a replacement title document showing it or the
Trustee as the secured party.

         b. In order to facilitate the Servicer's actions, as described in
subsection (a) of this section, Conseco Finance Corp. will provide the Servicer
with any necessary power of attorney permitting it to retitle the Manufactured
Home.

         c. If the Servicer is still unable to retitle the Manufactured Home,
Conseco Finance Corp. will take all actions necessary to act with the Servicer
to foreclose upon the Manufactured Home, including, as appropriate, the filing
of any UCC-1 or UCC-2 financing statements necessary to perfect the security
interest in any Manufactured Home that constitutes a fixture under the laws of
the jurisdiction in which it is located and all actions necessary to perfect the
security interest in any Manufactured Home that is considered or classified as
part of the real estate on which it is located under the laws of the
jurisdiction in which it is located.

         d. If the aggregate Cut-off Date Principal Balances of all
Land-and-Home Contracts equals or exceeds 10% of the Cut-off Date Pool Principal
Balance, the Originator shall (i) within 60 days of the Post-Funding Remittance
Date (or the Closing Date if the Pre-Funded Amount on the Closing Date is less
than $10,000) submit to the appropriate recording offices the assignments to the
Trustee on behalf of the Trust of the number of Mortgages securing Land-and-
Home Contracts needed to reduce the aggregate Cut-off Date Principal Balances of
all Land-and- Home Contracts with respect to which such assignments are not so
recorded to less than 10% of the Cut-off Date Pool Principal Balance or (ii) on
the Post-Funding Remittance Date (or the Closing Date if the Pre-Funded Amount
on the Closing Date is less than $10,000), deliver an Opinion of Counsel
satisfactory to the Trustee to the effect that the Trustee holds a perfected
first priority lien in the real estate securing the Land-and-Home Contracts,
with the exception of real estate located in such states as may be identified in
such Opinion of Counsel, provided that the Land-and-Home Contracts secured by
real estate located in such identified states does not exceed

                                       5-8
<PAGE>

10% of the Cut-off Date Pool Principal Balance as of the Post-Funding Remittance
Date, or Closing Date, as applicable.

         If at any time during the term of this Agreement, the Trustee receives
written notice from the Originator or the Servicer that the Originator does not
have a long-term senior debt rating from Moody's of Baa3 or higher, from
Standard & Poor's of BBB- or higher and from Fitch's of BBB or higher, or if the
Trustee otherwise becomes aware of the same, the Trustee, at the Originator's
expense, shall file promptly in the appropriate recording offices the
assignments to the Trustee on behalf of the Trust of each Mortgage securing a
Land-and-Home Contract, unless the Originator obtains confirmation from both
Standard & Poor's and Moody's that failure to file such assignments will not
result in Standard & Poor's or Moody's (as applicable) lowering, withdrawing or
qualifying its rating of any Class of Certificates.

         SECTION 5.13. Covenants, Representations and Warranties of Servicer. By
its execution and delivery of this Agreement, the Servicer makes the following
representations, warranties and covenants on which the Trust relies in accepting
the Contracts and issuing the Certificates.

         (a) Organization and Good Standing. The Servicer is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization and has the corporate power to own its assets
and to transact the business in which it is currently engaged. The Servicer is
duly qualified to do business as a foreign corporation and is in good standing
in each jurisdiction in which the character of the business transacted by it or
properties owned or leased by it requires such qualification and in which the
failure so to qualify would have a material adverse effect on the business,
properties, assets, or condition (financial or other) of the Servicer.

         (b) Authorization; Binding Obligations. The Servicer has the power and
authority to make, execute, deliver and perform this Agreement and all of the
transactions contemplated under this Agreement and has taken all necessary
corporate action to authorize the execution, delivery and performance of this
Agreement. When executed and delivered, this Agreement will constitute the
legal, valid and binding obligation of the Servicer enforceable in accordance
with its terms, except as enforcement of such terms may be limited by
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally and by the availability of equitable remedies.

         (c) No Consent Required. The Servicer is not required to obtain the
consent of any other party or any consent, license, approval or authorization
from, or registration or declaration with, any governmental authority, bureau or
agency in connection with the execution, delivery, performance, validity or
enforceability of this Agreement, except for such consents, licenses, approvals
and authorizations as have been obtained.

         (d) No Violations. The execution, delivery and performance by the
Servicer of this Agreement and the fulfillment of its terms will not violate any
provision of any existing law or regulation or any order or decree of any court
or the related Certificate of Incorporation or

                                       5-9
<PAGE>

Bylaws of the Servicer, or constitute a material breach of any mortgage,
indenture, contract or other agreement to which the Servicer is a party or by
which the Servicer may be bound.

         (e) Litigation. No litigation or administrative proceeding of or before
any court, tribunal or governmental body is currently pending, or to the
knowledge of the Servicer threatened, against the Servicer or any of its
properties or with respect to this Agreement or the Certificates which, if
adversely determined, would in the opinion of the Servicer have a material
adverse effect on the transactions contemplated by this Agreement.

         (f) Chief Executive Office. The chief executive office of the Servicer
is at 1100 Landmark Towers, 345 St. Peter Street, St. Paul, Minnesota
55102-1639.

         (g) No Default. The Servicer is not in default with respect to any
order or decree of any court or any order, regulation or demand of any federal,
state, municipal or governmental agency, which default would materially and
adversely affect its condition (financial or other) or operations or its
properties or the consequences of which would materially and adversely affect
its performance hereunder. The Servicer is not in default under any agreement
involving financial obligations or on any outstanding obligation which would
materially adversely impact its financial condition or operations or legal
documents associated with the transaction contemplated by this Agreement.

         (h) No Impairment. The Servicer shall do nothing to impair the rights
of the Trust, or the Certificateholders in the Certificates.

         (i) No Amendments. The Servicer shall not extend or otherwise amend the
terms of any Contract, except in accordance with Section 5.06.


                                      5-10
<PAGE>

                                   ARTICLE VI

                             REPORTS AND TAX MATTERS

         SECTION 6.01.  Monthly Reports.

         a. No later than 1:00 p.m. on each Determination Date, the Servicer
shall deliver to the Trustee, the Paying Agent, the Company (if the Company is
not the Servicer), Standard & Poor's and Moody's a "Monthly Report,"
substantially in the form of Exhibit N hereto.

         b. If the applicable Monthly Report indicates that there is a Class M-1
Interest Deficiency Amount, a Class M-2 Interest Deficiency Amount and/or a
Class B-1 Interest Deficiency Amount, the Servicer shall promptly notify the
Trustee, by telephone, of the aggregate amount of such Class M-1 Interest
Deficiency Amount, Class M-2 Interest Deficiency Amount and Class B-1 Interest
Deficiency Amount. On the day one Business Day prior to the related Remittance
Date, the Trustee shall determine the total amount of funds in the Certificate
Account available to pay such deficiency in accordance with Section 8.03(b) and
shall promptly notify the Servicer of such amount. If the total amount of funds
in the Certificate Account is not sufficient to pay the deficiency, the Trustee
shall promptly notify the Servicer, and shall reflect such deficiency in the
reports delivered to Certificateholders pursuant to Section 6.05.

         SECTION 6.02.  Certificate of Servicing Officer.

         Each Monthly Report pursuant to Section 6.01 shall be accompanied by a
certificate of a Servicing Officer substantially in the form of Exhibit I,
certifying the accuracy of the Monthly Report and that no Event of Termination
or event that with notice or lapse of time or both would become an Event of
Termination has occurred, or if such event has occurred and is continuing,
specifying the event and its status.

         SECTION 6.03.  Other Data.

         In addition, the Originator and (if different from the Originator) the
Servicer shall, on request of the Trustee, Standard & Poor's, Moody's or a
Certificateholder, furnish the Trustee and/or Standard & Poor's, Moody's or a
Certificateholder such underlying data as may be reasonably requested.

         SECTION 6.04.  Annual Report of Accountants.

         On or before May 1 of each year, commencing May 1, 2000, the Servicer
at its expense shall cause a firm of independent public accountants which is a
member of the American Institute of Certified Public Accountants to issue to the
Servicer a report that such firm has examined selected documents, records and
management's assertions relating to loans serviced by the Servicer and stating
that, on the basis of such examination, such servicing has been conducted in
compliance with the minimum servicing standards identified in the Mortgage
Bankers Association of America's Uniform Single Attestation Program for Mortgage
Bankers, or any

                                       6-1
<PAGE>

successor uniform program, except for such significant exceptions or errors in
records that, in the opinion of such firm, generally accepted attestation
standards requires it to report.

         SECTION 6.05.  Statements to Certificateholders.

         a. The Servicer shall prepare and furnish to the Trustee the statements
specified below relating to the Class A-1 Certificates, Class M-1 Certificates,
Class M-2 Certificates, Class B-1 Certificates, Class B-2 Certificates and Class
B-3I Certificates on or before the third Business Day next preceding each
Remittance Date. The Trustee and the Servicer shall inform any
Certificateholder, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Banc of
America Securities LLC and Lehman Brothers Inc. inquiring by telephone of the
information contained in the most recent Monthly Report.

         b. Concurrently with each distribution charged to the Certificate
Account the Trustee, so long as it has received the Monthly Report from the
Servicer, shall forward or cause to be forwarded by mail to each Holder of a
Class A-1 Certificate and (if the Originator is not the Servicer) the Originator
a statement setting forth the following:

         (i)      the amount of such distribution to Holders of Class A-1
                  Certificates allocable to interest, separately identifying any
                  Unpaid Class A-1 Interest Shortfall included in such
                  distribution and any remaining Unpaid Class A-1 Interest
                  Shortfall after giving effect to such distribution;

         (ii)     the amount of such distribution to Holders of Class A-1
                  Certificates allocable to principal, separately identifying
                  the aggregate amount of any Principal Prepayments included
                  therein, and any remaining Unpaid Class A-1 Principal
                  Shortfall after giving effect to such distribution;

         (iii)    the Class A-1 Principal Balance, after giving effect to the
                  distribution of principal on such Remittance Date;

         (i)      the Class A-1 Percentage for such Remittance Date and the
                  following Remittance Date;

         (v)      the Pool Scheduled Principal Balance of the Contracts for such
                  Remittance Date;

         (vi)     the Pool Factor;

         (vii)    the number and aggregate principal balances of Contracts
                  delinquent (a) 30-59 days and (b) 60 or more days;

         (viii)   the number of Manufactured Homes that were repossessed during
                  the month ending immediately prior to such Remittance Date;


                                       6-2
<PAGE>

         (ix)     the number of Manufactured Homes that were repossessed but
                  remain in inventory as of the last day of the related Due
                  Period ending immediately prior to such Remittance Date;

         (x)      the Class M-1 Distribution Test (as set forth in Exhibit N
                  hereto);

         (xi)     the Class M-2 Distribution Test (as set forth in Exhibit N
                  hereto);

         (xii)    the Class B Distribution Test (as set forth in Exhibit N
                  hereto);

         (xiii)   the Weighted Average Contract Rate of all outstanding
                  Contracts;

         (xiv)    the Class M-1 Interest Deficiency Amount, if any, for such
                  Remittance Date;

         (xv)     the Class M-2 Interest Deficiency Amount, if any, for such
                  Remittance Date;

         (xvi)    the Class B-1 Interest Deficiency Amount, if any, for such
                  Remittance Date;

         (xvii)   the Overcollateralization Amount, if any, for such Remittance
                  Date; and

         (xviii)  the Additional Principal Distribution Amount, if any, for such
                  Remittance Date.

         In the case of information furnished pursuant to clauses (i) through
(iv) above, the amounts shall be expressed as a dollar amount per Class A-1
Certificate with a 1% Percentage Interest or per $1,000 denomination of Class
A-1 Certificate.

         Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Class A-1 Certificate a
statement containing the information with respect to interest accrued and
principal paid on its Certificates during such calendar year. Such obligation of
the Trustee shall be deemed to have been satisfied to the extent that
substantially comparable information shall be provided by the Trustee pursuant
to any requirements of the Code as from time to time in force.

         c. On each Remittance Date, the Trustee shall forward or cause to be
forwarded by mail to each Holder of a Class M-1 Certificate a copy of the
Monthly Report forwarded to the Holders of Class A-1 Certificates on such
Remittance Date. The Servicer shall also furnish to the Trustee, which shall
forward such report to the Class M-1 Certificateholders as part of the Monthly
Report, the following information:

         (i)      the amount of such distribution to Holders of Class M-1
                  Certificates allocable to interest, separately identifying any
                  Unpaid Class M-1 Interest Shortfall included in such
                  distribution, any remaining Unpaid Class M-1 Interest
                  Shortfall after giving effect to such distribution, any Class
                  M-1 Liquidation Loss Interest Amount included in such
                  distribution and any remaining unpaid Class M-1 Liquidation
                  Loss Interest Shortfall after giving effect to such
                  distribution;

                                       6-3
<PAGE>

         (ii)     the amount of such distribution to Holders of Class M-1
                  Certificates allocable to principal, separately identifying
                  the aggregate amount of any Principal Prepayments included
                  therein and any remaining Unpaid Class M-1 Principal Shortfall
                  after giving effect to such distribution;

         (iii)    the Class M-1 Principal Balance and the Class M-1 Adjusted
                  Principal Balance (if different) after giving effect to the
                  distribution of principal on such Remittance Date;

         (iv)     the Class M-1 Percentage for such Remittance Date and the
                  following Remittance Date; and

         (v)      the information described above in Section 6.05(b)(vi) through
                  (xvii).

         In the case of the information in clauses (i) through (iv) above, the
amounts shall be expressed as a dollar amount per Class M-1 Certificate with a
1% Percentage Interest or per $1,000 denomination of Class M-1 Certificate.

         Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Class M-1 Certificate a
statement containing the applicable distribution information provided pursuant
to this Section aggregated for such calendar year or applicable portion thereof
during which such Person was the Holder of a Class M-1 Certificate. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time enforced.

         d. On each Remittance Date, the Trustee shall forward or cause to be
forwarded by mail to each Holder of a Class M-2 Certificate a copy of the
Monthly Report forwarded to the Holders of Class A-1 Certificates and Class M-1
Certificates on such Remittance Date. The Servicer shall also furnish to the
Trustee, which shall forward such report to the Class M-2 Certificateholders as
part of the Monthly Report, the following information:

         (i)      the amount of such distribution to Holders of Class M-2
                  Certificates allocable to interest, separately identifying any
                  Unpaid Class M-2 Interest Shortfall included in such
                  distribution, any remaining Unpaid Class M-2 Interest
                  Shortfall after giving effect to such distribution, any Class
                  M-2 Liquidation Loss Interest Amount included in such
                  distribution and any remaining unpaid Class M-2 Liquidation
                  Loss Interest Shortfall after giving effect to such
                  distribution;

         (ii)     the amount of such distribution to Holders of Class M-2
                  Certificates allocable to principal, separately identifying
                  the aggregate amount of any Principal Prepayments included
                  therein and any remaining Unpaid Class M-2 Principal Shortfall
                  after giving effect to such distribution;


                                       6-4
<PAGE>

         (iii)    the Class M-2 Principal Balance and the Class M-2 Adjusted
                  Principal Balance (if different) after giving effect to the
                  distribution of principal on such Remittance Date;

         (iv)     the Class M-2 Percentage for such Remittance Date and the
                  following Remittance Date; and

         (v)      the information described above in Section 6.05(b)(vi) through
                  (xvii).

         In the case of the information in clauses (i) through (iv) above, the
amounts shall be expressed as a dollar amount per Class M-2 Certificate with a
1% Percentage Interest or per $1,000 denomination of Class M-2 Certificate.

         Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Class M-2 Certificate a
statement containing the applicable distribution information provided pursuant
to this Section aggregated for such calendar year or applicable portion thereof
during which such Person was the Holder of a Class M-2 Certificate. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time enforced.

         e. On each Remittance Date, the Trustee shall forward or cause to be
forwarded by mail to each Holder of a Class B-1 Certificate a copy of the
Monthly Report forwarded to the Holders of Class A-1, Class M-1 and Class M-2
Certificates on such Remittance Date. The Servicer shall also furnish to the
Trustee, which shall forward such report to the Class B-1 Certificateholders as
part of the Monthly Report, the following information:

         (i)      the amount of such distribution to Holders of Class B-1
                  Certificates allocable to interest, separately identifying any
                  Unpaid Class B-1 Interest Shortfall included in such
                  distribution, any remaining Unpaid Class B-1 Interest
                  Shortfall after giving effect to such distribution, any Class
                  B-1 Liquidation Loss Interest Amount included in such
                  distribution and any remaining Unpaid Class B-1 Liquidation
                  Loss Interest Shortfall after giving effect to such
                  distribution;

         (ii)     the amount of such distribution to Holders of Class B-1
                  Certificates allocable to principal, separately identifying
                  the aggregate amount of any Principal Prepayments included
                  therein, and any remaining Unpaid Class B-1 Principal
                  Shortfall after giving effect to such distribution;

         (iii)    the Class B-1 Principal Balance and the Class B-1 Adjusted
                  Principal Balance (if different) after giving effect to the
                  distribution of principal on such Remittance Date;

         (iv)     the Class B Percentage for such Remittance Date and the
                  following Remittance Date; and

                                       6-5
<PAGE>

         (v)      the information described above in Section 6.05(b)(vi) through
                  (xvii).

         In the case of the information in clauses (i) through (iv) above, the
amounts shall be expressed as a dollar amount per Class B-1 Certificate with a
1% Percentage Interest or per $1,000 denomination of Class B-1 Certificate.

         Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Class B-1 Certificate a
statement containing the applicable distribution information provided pursuant
to this Section aggregated for such calendar year or applicable portion thereof
during which such Person was the Holder of a Class B-1 Certificate. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time enforced.

         f. On each Remittance Date, the Trustee shall forward or cause to be
forwarded by mail to each Holder of a Class B-2 Certificate a copy of the
Monthly Report forwarded to the Holders of Class A-1, Class M-1, Class M-2 and
Class B-1 Certificates on such Remittance Date. The Servicer shall also furnish
to the Trustee, which shall forward such report to the Class B-2
Certificateholders as part of the Monthly Report, the following information:

         (i)      the amount of such distribution to Holders of Class B-2
                  Certificates allocable to interest, separately identifying any
                  Unpaid Class B-2 Interest Shortfall included in such
                  distribution and any remaining Unpaid Class B-2 Interest
                  Shortfall after giving effect to such distribution;

         (ii)     the amount of such distribution to Holders of Class B-2
                  Certificates allocable to principal, separately identifying
                  the aggregate amount of any Principal Prepayments included
                  therein, and any Unpaid Class B-2 Principal Shortfall after
                  giving effect to such distribution;

         (iii)    the amount, if any, by which the Class B-2 Formula
                  Distribution Amount for such Remittance Date exceeds the
                  Remaining Amount Available for such Remittance Date;

         (iv)     the Class B-2 Principal Balance after giving effect to the
                  distribution of principal on such Remittance Date;

         (v)      the Class B Percentage for such Remittance Date and the
                  following Remittance Date;

         (vi)     the information described above in Section 6.05(b)(vi) through
                  (xvii);

         (vii)    the Class B-2 Liquidation Loss Amount, if any, for such
                  Remittance Date;

         (viii)   the Guarantee Payment, if any, for such Remittance Date; and

                                       6-6
<PAGE>

         (ix)     the Weighted Average Contract Rate of all outstanding
                  Contracts.

         In the case of the information in clauses (i) through (iv) above, the
amounts shall be expressed as a dollar amount per Class B-2 Certificate with a
1% Percentage Interest or per $1,000 denomination of Class B-2 Certificate.

         Within a reasonable period of time after the end of each calendar year,
the Trustee shall furnish or cause to be furnished to each Person who at any
time during the calendar year was the Holder of a Class B-2 Certificate a
statement containing the applicable distribution information provided pursuant
to this Section aggregated for such calendar year or applicable portion thereof
during which such Person was the Holder of a Class B-2 Certificate. Such
obligation of the Trustee shall be deemed to have been satisfied to the extent
that substantially comparable information shall be provided by the Trustee
pursuant to any requirements of the Code as from time to time enforced.

         g. On each Remittance Date, the Trustee shall forward or cause to be
forwarded by mail to each Holder of a Class B-3I Certificate a copy of the
Monthly Report forwarded to the Holders of Class A-1, Class M-1, Class M-2,
Class B-1 and Class B-2 Certificates on such Remittance Date. The Servicer shall
also furnish to the Trustee, which shall forward such report to the Class B-3I
Certificateholders as part of the Monthly Report, the following information:

         (i)      the Class B-3I Formula Distribution Amount for such Remittance
                  Date, including any Unpaid Class B-3I Shortfall immediately
                  prior to such Remittance Date;

         (ii)     the Class B-3I Distribution Amount for such Remittance Date;
                  and

         (iii)    the Unpaid Class B-3I Shortfall immediately following such
                  Distribution Date.

         h. Copies of all reports provided to the Trustee for the
Certificateholders shall also be provided to Standard & Poor's and Moody's and
to the Class C Certificateholders. In addition, Certificate Owners may receive
copies of any reports provided to the Trustee for the Certificateholders, upon
written request together with a certification that they are Certificate Owners
and payment of reproduction and postage expenses associated with the
distribution of such reports, from the Trustee at the Corporate Trust Office.

         SECTION 6.06.  Payment of Taxes.

         The Servicer shall be responsible for and agrees to prepare, make and
file all federal, state, local or other tax returns, information statements and
other returns and documents of every kind and nature whatsoever required to be
made or filed by or on behalf of the Subsidiary REMIC or Master REMIC pursuant
to the Code and other applicable tax laws and regulations. Each such return,
statement and document shall, to the extent required by the Code or other
applicable law and at the request of the Servicer, be signed on behalf of the
Subsidiary REMIC or Master REMIC by the Trustee. The Trustee shall have no
responsibility whatsoever for the accuracy or completeness of any such return,
statement or document. The Servicer agrees to indemnify the Trustee and hold it
harmless for, from, against and in respect to any and all

                                       6-7
<PAGE>

liability, loss, damage and expense which may be incurred by the Trustee based
upon or as a result of the Trustee's execution of any and all such tax returns,
statements and documents. The Servicer, if and for so long as it is a Class C
Certificateholder, shall be designated the "tax matters person" on behalf of the
Subsidiary REMIC and the Master REMIC, respectively, in the same manner as a
partnership may designate a "tax matters partner," as such term is defined in
Section 6231(a)(7) of the Code. To the extent permitted by the REMIC Provisions,
any subsequent holder of a Class C Certificate, by acceptance thereof,
irrevocably designates and appoints the Servicer as its agent to perform the
responsibilities of the "tax matters person" on behalf of the Subsidiary REMIC
and the Master REMIC, respectively, if, and during such time as, the Servicer is
not the holder of a Class C Certificate. The Servicer may, at its expense,
retain such outside assistance as it deems necessary in the performance of its
obligations under this paragraph.

         Each of the Holders of the Certificates, by acceptance thereof, agrees
to file tax returns consistent with and in accordance with any elections,
decisions or other reports made or filed with regard to federal, state or local
taxes on behalf of the Subsidiary REMIC or the Master REMIC. The Company, as
agent for the tax matters person, shall represent the Subsidiary REMIC or the
Master REMIC in connection with all examinations of the Subsidiary REMIC's or
the Master REMIC's affairs by tax authorities, including resulting
administrative and judicial proceedings. Each of the holders of the
Certificates, by acceptance thereof, agrees to cooperate with the Company in
such matters and to do or refrain from doing any or all things reasonably
required by the Company to conduct such proceedings, provided that no such
action shall be required by the Company of any Certificateholder that would
entail unnecessary or unreasonable expenses for such Certificateholder in the
performance of such action.

         The Class C Subsidiary Certificateholders and the Class C Master
Certificateholders shall pay, on behalf of the Subsidiary REMIC or the Master
REMIC, respectively, any foreign, federal, state or local income, property,
excise, sales, receipts or any other similar or related taxes or charges which
may be imposed upon the Subsidiary REMIC or the Master REMIC as a REMIC or
otherwise and shall, to the extent provided in Section 10.06, be entitled to be
reimbursed out of the Certificate Account or, if such tax or charge results from
a failure by the Trustee, the Originator or any Servicer to comply with the
provisions of Section 2.04 or 3.07, the Trustee, the Originator or such
Servicer, as the case may be, shall indemnify the Class C Certificateholders for
the payment of any such tax or charge. The Trustee shall be entitled to withhold
from amounts otherwise distributable to the Class C Certificateholders any taxes
or charges payable by the Class C Certificateholders hereunder.

         In the event a Class C Certificate is transferred to a "disqualified
organization," within the meaning of Section 860E(e)(5) of the Code, pursuant to
Section 860D(a)(6)(B) of the Code the Seller shall provide to the Internal
Revenue Service and the persons specified in Sections 860E(e)(3) and (6) of the
Code all information necessary for the application of Section 860E(e) and any
other applicable provision of the Code with respect to the transfer of such
Class C Certificate to such a disqualified organization including, without
limitation, a computation showing the present value of the total anticipated
excess inclusions with respect to such Class C Certificate for periods after the
transfer as defined in the REMIC Provisions. In addition, to the extent required
by the REMIC Provisions, the Seller shall, upon the written request of persons

                                       6-8
<PAGE>

designated in Section 860E(e)(3) of the Code, furnish to such requesting party
and the Internal Revenue Service information sufficient to compute the present
value of anticipated excess inclusions within 60 days of the receipt of such
written request.

                                       6-9
<PAGE>

                                   ARTICLE VII

                                SERVICE TRANSFER

         SECTION 7.01.  Event of Termination.

         "Event of Termination" means the occurrence of any of the following:

         a. Any failure by the Servicer to make any deposit into an account
required to be made hereunder and the continuance of such failure for a period
of five Business Days after the Servicer has become aware, or should have become
aware, that such deposit was required;

         b. Failure on the Servicer's part to observe or perform in any material
respect any covenant or agreement in this Agreement (other than a covenant or
agreement which is elsewhere in this Section specifically dealt with) which
continues unremedied for 30 days after the date on which written notice of such
failure, requiring the same to be remedied, shall have been given to the
Servicer by the Trustee or to the Servicer and the Trustee by Holders of Class
A-1 Certificates, Class M-1 Certificates, Class M-2 Certificates and Class B
Certificates evidencing, as to any such Class, Percentage Interests aggregating
not less than 25%;

         c. Any assignment by the Servicer of its duties hereunder except as
specifically permitted hereunder, or any attempt to make such an assignment;

         d. A court or other governmental authority having jurisdiction in the
premises shall have entered a decree or order for relief in respect of the
Servicer in an involuntary case under any applicable 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 Servicer, as the case may be, or for any substantial liquidation of its
affairs, and such order remains undischarged and unstayed for at least 60 days;

         e. The Servicer shall have commenced a voluntary case under any
applicable bankruptcy, insolvency or other similar law now or hereafter in
effect, or shall have consented to the entry of an order for relief in an
involuntary case under any such law, or shall have consented to the appointment
of or taking possession by a receiver, liquidator, assignee, trustee, custodian
or sequestrator (or other similar official) of the Servicer or for any
substantial part of its property, or shall have made any general assignment for
the benefit of its creditors, or shall have failed to, or admitted in writing
its inability to, pay its debts as they become due, or shall have taken any
corporate action in furtherance of the foregoing; or

         f. The failure of the Servicer to be an Eligible Servicer.

         SECTION 7.02.  Transfer.

         If an Event of Termination has occurred and is continuing, either the
Trustee or Certificateholders with aggregate Percentage Interests representing
25% or more of the Trust, by notice in writing to the Servicer (and to the
Trustee if given by the Certificateholders) may

                                       7-1
<PAGE>

terminate all (but not less than all) of the Servicer's management,
administrative, servicing and collection functions (such termination being
herein called a "Service Transfer"). On receipt of such notice (or, if later, on
a date designated therein), or upon resignation of the Servicer in accordance
with Section 12.01, all authority and power of the Servicer under this
Agreement, whether with respect to the Contracts, the Contract Files, the
Land-and-Home Contract Files or otherwise (except with respect to the
Certificate Account, the transfer of which shall be governed by Section 7.06),
shall pass to and be vested in the Trustee pursuant to and under this Section
7.02; and, without limitation, the Trustee is authorized and empowered to
execute and deliver on behalf of the Servicer, as attorney-in-fact or otherwise,
any and all documents and other instruments (including, without limitation,
documents required to make the Trustee or a successor servicer the sole
lienholder or legal title holder of record of each Manufactured Home) and to do
any and all acts or things necessary or appropriate to effect the purposes of
such notice of termination. Each of the Originator and the Servicer agrees to
cooperate with the Trustee in effecting the termination of the responsibilities
and rights of the Servicer hereunder, including, without limitation, the
transfer to the Trustee for administration by it of all cash amounts which shall
at the time be held by the Servicer for deposit, or have been deposited by the
Servicer, in the Certificate Account, or for its own account in connection with
its services hereafter or thereafter received with respect to the Contracts and
the execution of any documents required to make the Trustee or a successor
servicer the sole lienholder or legal title holder of record in respect of each
Manufactured Home. The Servicer shall be entitled to receive any other amounts
which are payable to the Servicer under the Agreement, at the time of the
termination of its activities as Servicer. The Servicer shall transfer to the
new servicer (i) the Servicer's records relating to the Contracts in such
electronic form as the new servicer may reasonably request and (ii) any
Contracts, Contract Files and Land-and-Home Contract Files in the Servicer's
possession.

         SECTION 7.03.  Trustee to Act; Appointment of Successor.

         On and after the time the Servicer receives a notice of termination
pursuant to Section 7.02 or the resignation of the Servicer in accordance with
Section 12.01, the Trustee shall be the successor in all respects to the
Servicer in its capacity as servicer under this Agreement and the transactions
set forth or provided for herein and shall be subject to all the
responsibilities, duties and liabilities relating thereto placed on the Servicer
by the terms and provisions hereof and the Servicer shall be relieved of such
responsibilities, duties and liabilities arising after such Service Transfer;
provided, however, that (i) the Trustee will not assume any obligations of the
Originator pursuant to Section 3.06 and (ii) the Trustee shall not be liable for
any acts or omissions of the Servicer occurring prior to such Service Transfer
or for any breach by the Servicer of any of its obligations contained herein or
in any related document or agreement. As compensation therefor, the Trustee
shall be entitled to receive reasonable compensation out of the Monthly
Servicing Fee. Notwithstanding the above, the Trustee may, if it shall be
unwilling so to act, or shall, if it is legally unable so to act, appoint, or
petition a court of competent jurisdiction to appoint, an Eligible Servicer as
the successor to the Servicer hereunder in the assumption of all or any part of
the responsibilities, duties or liabilities of the Servicer hereunder. Pending
appointment of a successor to the Servicer hereunder, unless the Trustee is
prohibited by law from so acting, the Trustee shall act in such capacity as
hereinabove provided. In connection with such appointment and assumption, the
Trustee may make such arrangements for the

                                       7-2
<PAGE>

compensation of such successor out of payments on Contracts as it and such
successor shall agree; provided, however, that no such monthly compensation
shall, without the written consent of 100% of the Certificateholders, exceed the
Monthly Servicing Fee. The Trustee and such successor shall take such action,
consistent with this Agreement, as shall be necessary to effectuate any such
succession.

         SECTION 7.04.  Notification to Certificateholders.

         a. Promptly following the occurrence of any Event of Termination, the
Servicer shall give written notice thereof to the Trustee, Standard & Poor's,
Moody's and the Certificateholders at their respective addresses appearing on
the Certificate Register.

         b. Within ten days following any termination or appointment of a
successor to the Servicer pursuant to this Article VII, the Trustee shall give
written notice thereof to Standard & Poor's, Moody's and the Certificateholders
at their respective addresses appearing on the Certificate Register.

         c. The Trustee shall give written notice to Standard & Poor's and
Moody's at least 30 days prior to the date upon which any Eligible Servicer
(other than the Trustee) is to assume the responsibilities of Servicer pursuant
to Section 7.03, naming such successor Servicer.

         SECTION 7.05.  Effect of Transfer.

         a. After the Service Transfer, the Trustee or new Servicer may notify
Obligors to make payments directly to the new Servicer that are due under the
Contracts after the effective date of the Service Transfer.

         b. After the Service Transfer, the replaced Servicer shall have no
further obligations with respect to the management, administration, servicing or
collection of the Contracts and the new Servicer shall have all of such
obligations, except that the replaced Servicer will transmit or cause to be
transmitted directly to the new Servicer for its own account, promptly on
receipt and in the same form in which received, any amounts (properly endorsed
where required for the new Servicer to collect them) received as payments upon
or otherwise in connection with the Contracts.

         c. A Service Transfer shall not affect the rights and duties of the
parties hereunder (including but not limited to the indemnities of the Servicer
and the Originator pursuant to Article X and Sections 3.06, 11.06 and 11.11(f))
other than those relating to the management, administration, servicing or
collection of the Contracts.

         SECTION 7.06.  Transfer of Certificate Account.

         Notwithstanding the provisions of Section 7.02, if the Certificate
Account shall be maintained with the Servicer and an Event of Termination shall
occur and be continuing, the Servicer shall, after five days' written notice
from the Trustee, or in any event within ten days after the occurrence of the
Event of Termination, establish an Eligible Account with an

                                       7-3
<PAGE>

institution other than the Servicer and promptly transfer all funds in the
Certificate Account to such new account, which shall thereafter be deemed the
Certificate Account for the purposes hereof.

                                       7-4
<PAGE>

                                  ARTICLE VIII

                                    PAYMENTS

         SECTION 8.01.  Monthly Payments.

         a. Subject to the terms of this Article VIII, each Holder of a
Certificate as of a Record Date shall be paid on the next succeeding Remittance
Date by check mailed on such Remittance Date to such Certificateholder at the
address for such Certificateholder appearing on the Certificate Register (or, if
such Certificateholder holds a Class of Class A-1 Certificates, Class M
Certificates, or Class B Certificates with an aggregate Percentage Interest of
at least 5% or a Class B-3I, Class C Subsidiary or Class C Master
Certificateholder holds Class B-3I, Class C Subsidiary or Class C Master
Certificates with an aggregate Percentage Interest of at least 20% and so
requests, by wire transfer pursuant to instructions delivered to the Trustee at
least ten days prior to such Remittance Date), the sum equal to such
Certificateholder's Percentage Interest of all amounts distributed on the
applicable Class of Certificates. Final payment of any Certificate shall be made
only upon presentation of such Certificate at the office or agency of the Paying
Agent.

         b. Each distribution with respect to a Book-Entry Certificate shall be
paid to the Depository, which shall credit the amount of such distribution to
the accounts of its Depository Participants in accordance with its normal
procedures. Each Depository Participant shall be responsible for disbursing such
distribution to the Certificate Owners that it represents and to each indirect
participating brokerage firm (a "brokerage firm" or "indirect participating
firm") for which it acts as agent. Each brokerage firm shall be responsible for
disbursing funds to the Certificate Owners that it represents. All such credits
and disbursements with respect to a Book- Entry Certificate are to be made by
the Depository and the Depository Participants in accordance with the provisions
of the Book Entry Certificates. Neither the Trustee, the Certificate Registrar,
the Originator, the Seller nor the Servicer shall have any responsibility
therefor except as otherwise provided by applicable law. To the extent
applicable and not contrary to the rules of the Depository, the Trustee shall
comply with the provisions of the forms of the Class A-1, Class M, and Class B
Certificates as set forth in Exhibits A, B and C hereto.

         c. The Trustee shall either act as the paying agent or shall appoint an
institution meeting the eligibility requirements set forth in Section 11.06 to
be the paying agent (in either case, the "Paying Agent") and cause it to make
the payments to the Certificateholders required hereunder. The Trustee's
Corporate Trust Office at 180 East Fifth Street, St. Paul, Minnesota 55101,
Attention: Tamara Schultz-Fugh, shall initially act as Paying Agent. The Trustee
shall require the Paying Agent (if other than the Trustee) to agree in writing
that all amounts held by the Paying Agent for payment hereunder will be held in
trust for the benefit of the Certificateholders and that it will notify the
Trustee of any failure by the Servicer to make funds available to the Paying
Agent for the payment of amounts due on the Certificates.


                                       8-1
<PAGE>

         SECTION 8.02.  Permitted Withdrawals from the Certificate Account.

         The Trustee may, from time to time as provided herein, make withdrawals
from the Certificate Account of amounts deposited in said account pursuant to
Section 5.05 that are attributable to the Contracts for the following purposes:

                  a. to make payments in the amounts and in the manner provided
         for in Section 8.03;

                  b. to pay to the Company with respect to each Contract or
         property acquired in respect thereof that has been repurchased or
         replaced pursuant to Section 3.06, all amounts received thereon and not
         required to be distributed to Certificateholders as of the date on
         which the related Scheduled Principal Balance or Repurchase Price is
         determined;

                  c. to reimburse the Servicer out of Liquidation Proceeds for
         Liquidation Expenses incurred by it, to the extent such reimbursement
         is permitted pursuant to Section 5.08;

                  d. to withdraw any amount deposited in the Certificate Account
         that was not required to be deposited therein; or

                  e. to make any rebates or adjustments deemed necessary by the
         Servicer pursuant to Section 5.06(d).

         Since, in connection with withdrawals pursuant to clause (b), the
Company's entitlement thereto is limited to collections or other recoveries on
the related Contract, the Servicer shall keep and maintain separate accounting,
on a Contract by Contract basis, for the purpose of justifying any withdrawal
from the Certificate Account pursuant to such clause.

         SECTION 8.03.  Payments.

         a. On each Remittance Date the Trustee shall withdraw from the
Certificate Account the Amount Available (as determined on the immediately
preceding Determination Date), plus on the Post-Funding Remittance Date any
Pre-Funded Amount, and on the Remittance Dates in January 2000 and February 2000
any amount withdrawn from the Capitalized Interest Account and deposited in the
Certificate Account, and apply such funds to make payment in the following order
of priority, subject to Section 8.03(d):

                  1. if neither the Conseco Finance Corp. nor a wholly owned
         subsidiary of the Conseco Finance Corp. is the Servicer, to pay the
         Monthly Servicing Fee and any other compensation owed to the Servicer
         pursuant to Section 7.03;

                  2. after payment of the amount specified in clause (1) above,
         to the Class A-1 Certificateholders as follows:


                                       8-2
<PAGE>

                  (i)      the amount in clause (a) of the definition of Class
                           A-1 Formula Distribution Amount;

                  (ii)     the aggregate Unpaid Class A-1 Interest Shortfall;

                  3. after payment of the amounts specified in clauses (1) - (2)
         above, to the Class M-1 Certificateholders as follows:

                  (i)      the amount in clause (a) of the definition of Class
                           M-1 Formula Distribution Amount;

                  (ii)     any Unpaid Class M-1 Interest Shortfall;

                  4. after payment of the amounts specified in clauses (1) - (3)
         above, to the Class M-2 Certificateholders as follows:

                  (i)      the amount in clause (a) of the definition of Class
                           M-2 Formula Distribution Amount;

                  (ii)     any Unpaid Class M-2 Interest Shortfall;

                  5. after payment of the amounts specified in clauses (1) - (4)
         above, to the Class B-1 Certificateholders as follows:

                  (i)      the amount in clause (a) of the definition of Class
                           B-1 Formula Distribution Amount;

                  (ii)     any Unpaid Class B-1 Interest Shortfall;

                  6. after payment of the amounts specified in clauses (1) - (5)
         above, to the Class A-1 Certificateholders as follows:

                  (i)      any Unpaid Class A-1 Principal Shortfall;

                  (ii)     the Class A-1 Percentage of the Formula Principal
                           Distribution Amount, but in no event more than the
                           Class A-1 Principal Balance;

                  7. after payment of the amounts specified in clauses (1) - (6)
         above, to the Class M-1 Certificateholders as follows:

                  (i)      any Unpaid Class M-1 Principal Shortfall;

                  (ii)     the Class M-1 Percentage of the Formula Principal
                           Distribution Amount (plus, if such Remittance Date is
                           on the Class A-1 Cross-Over Date, the amount by which
                           the Class A-1 Percentage of the Formula Principal

                                       8-3
<PAGE>

                           Distribution Amount exceeds the Class A-1 Principal
                           Balance on such date), but in no event more than the
                           Class M-1 Principal Balance;

                  (iii)    any Class M-1 Liquidation Loss Interest Amount;

                  (iv)     any Unpaid Class M-1 Liquidation Loss Interest
                           Shortfall;

                  8. after payment of the amounts specified in clauses (1) - (7)
         above, to the Class M-2 Certificateholders as follows:

                  (i)      any Unpaid Class M-2 Principal Shortfall;

                  (ii)     the Class M-2 Percentage of the Formula Principal
                           Distribution Amount (plus, if such Remittance Date is
                           on the Class M-1 Cross-Over Date, the amount, if any,
                           by which the sum of the Class A-1 Percentage and the
                           Class M-1 Percentage of the Formula Principal
                           Distribution Amount exceeds the sum of the Class A-1
                           and Class M-1 Principal Balances on such date), but
                           in no event more than the Class M-2 Principal
                           Balance;

                  (iii)    any Class M-2 Liquidation Loss Interest Amount;

                  (iv)     any Unpaid Class M-2 Liquidation Loss Interest
                           Shortfall;

                  9. after payment of the amounts specified in clauses (1) - (8)
         above, to the Class B-1 Certificateholders as follows:

                  (i)      any Unpaid Class B-1 Principal Shortfall;

                  (ii)     the Class B Percentage of the Formula Principal
                           Distribution Amount (plus, if such Remittance Date is
                           on the Class M-2 Cross-Over Date, the amount, if any,
                           by which the sum of the Class A-1, Class M-1 and
                           Class M-2 Percentages of the Formula Principal
                           Distribution Amount exceeds the sum of the Class A-1,
                           Class M-1 and Class M-2 Principal Balances on such
                           date), but in no event more than the Class B-1
                           Principal Balance;

                  (iii)    any Class B-1 Liquidation Loss Interest Amount;

                  (iv)     any Unpaid Class B-1 Liquidation Loss Interest
                           Shortfall;

                  10. after payment of the amounts specified in clauses (1) -
         (9) above, to the Class B-2 Certificateholders as follows:

                  (i)      the amount in clause (a) of the definition of Class
                           B-2 Formula Distribution Amount;

                  (ii)     any Unpaid Class B-2 Interest Shortfall;

                                       8-4
<PAGE>

                  (iii)    any Unpaid Class B-2 Principal Shortfall;

                  (iv)     if such Remittance Date is on or after the Class B-1
                           Cross-Over Date, the Class B Percentage of the
                           Formula Principal Distribution Amount (minus, if such
                           Remittance Date is on the Class B-1 Cross-Over Date,
                           the amount of the Class B Percentage of the Formula
                           Principal Distribution Amount actually distributed to
                           the Class B-1 Certificateholders on such date, and
                           plus, if such Remittance Date is on the Class B-1
                           Cross-Over Date, the amount, if any, by which the
                           Formula Principal Distribution Amount exceeds the sum
                           of the Class A-1 Principal Balance, the Class M-1
                           Principal Balance, the Class M-2 Principal Balance
                           and the Class B-1 Principal Balance on such date);

                  11. if the Company or a wholly owned subsidiary of the Company
         is the Servicer, after payment of the amounts specified in clauses (1)-
         (10) above, to pay the Monthly Servicing Fee and any other compensation
         owed to the Servicer pursuant to Section 7.02;

                  12. after payment of the amounts specified in clauses (1) -
         (11) above, to the Certificateholders, the Additional Principal
         Distribution Amount, but only if clause (i) or (ii) below applies:

                  (i) if the aggregate Additional Principal Distribution Amount
                  distributed on prior Remittance Dates does not exceed
                  $5,000,000, and the Additional Principal Distribution Amount
                  to be distributed on such Remittance Date, when added to the
                  aggregate Additional Principal Distribution Amount distributed
                  on prior Remittance Dates, shall be limited such that the
                  aggregate Additional Principal Distribution Amount distributed
                  is equal to $5,000,000; such Additional Principal Distribution
                  Amount shall be allocated among the classes of Certificates in
                  accordance with the Class A-1 Percentage, the Class M-1
                  Percentage, the Class M-2 Percentage and the Class B
                  Percentage, and between the Class B Certificates, to the Class
                  B-1 Certificates prior to the Class B-1 Cross-Over Date and
                  thereafter to the Class B-2 Certificates; or

                  (ii) if such Additional Principal Distribution Amount is being
                  distributed pursuant to Section 8.05(f), such Additional
                  Principal Distribution Amount shall be allocated among the
                  Class M-1, Class M-2, Class B-1 and Class B-2 Certificates pro
                  rata based upon the outstanding Principal Balance of each such
                  Class on such Remittance Date;

                  13. after payment of the amounts specified in clauses (1) -
         (12) above, to pay the Class B-3I Distribution Amount to the Class B-3I
         Certificateholders;

                  14. after payment of the amounts specified in clauses (1) -
         (13) above, to reimburse the Class C Certificateholders for expenses
         incurred by and reimbursable to them pursuant to Section 10.06; and

                                       8-5
<PAGE>

                  15. after payment of the amounts specified in clauses (1) -
         (14) above, any remaining funds shall be paid to the Class C Master
         Certificateholders.

         b. On each Remittance Date, the Uncertificated Subsidiary Interests
shall receive distributions, to the extent of the Adjusted Amount Available, in
the following order of priority:

                  1. The Class A-1 Uncertificated Subsidiary Interests shall
         receive a distribution of principal in an amount equal to the amount of
         principal distributed to its respective Corresponding Certificate Class
         pursuant to Section 8.03(a)(6);

                  2. The Class M-S1 Interest shall receive a distribution of
         principal in an amount equal to the amount of principal distributed to
         the Class M-1 Certificates pursuant to Section 8.03(a)(7);

                  3. The Class M-S2 Interest shall receive a distribution of
         principal in an amount equal to the amount of principal distributed to
         the Class M-2 Certificates pursuant to Section 8.03(a)(8);

                  4. The Class B-S1 and Class B-S2 Interests shall receive
         distributions of principal in an amount equal to the amount of
         principal distributed to its respective Corresponding Certificate Class
         pursuant to Section 8.03(a)(9)-(10);

                  5. Each Class of Uncertificated Subsidiary Interests shall
         receive distributions of interest, pro rata in an amount equal to (i)
         1/12th of the Weighted Average Contract Rate times the outstanding
         Subsidiary Interest Principal Balance of such Class of Uncertificated
         Subsidiary Interests, plus (ii) any Unpaid Subsidiary Interest
         Shortfall with respect to such Class; and

                  6. Any remaining Amount Available shall be distributed to the
         Class C Subsidiary Certificateholders.

         On each Remittance Date the Trustee shall be deemed to deposit in the
Certificate Account, for distribution to the holders of the Certificates in the
priority set forth in Section 8.03(a), the amount distributed to the Trustee as
holder of the Uncertificated Subsidiary Interests under Section 8.04(b).

         c. If the applicable Monthly Report indicates a Class M-1 Interest
Deficiency Amount, a Class M-2 Interest Deficiency Amount and/or a Class B-1
Interest Deficiency Amount for such Remittance Date, the Trustee shall withdraw
from the Certificate Account (to the extent of funds on deposit therein one
Business Day prior to such Remittance Date, after distribution of the Amount
Available pursuant to Section 8.03(a)) an amount equal to the Class M-1 Interest
Deficiency Amount, the Class M-2 Interest Deficiency Amount and the Class B-1
Interest Deficiency Amount (or the amount of such funds in the Certificate
Account, if less) and distribute such amount, first to the Class M-1
Certificateholders up to the amount of the Class M-1 Interest Deficiency Amount
(or pro rata, if such funds are less than the Class M-1 Interest Deficiency
Amount), if any, then to the Class M-2 Certificateholders up to the amount of
the

                                       8-6
<PAGE>

Class M-2 Interest Deficiency Amount (or pro rata, if such funds are less than
the Class M-2 Interest Deficiency Amount), if any, and then to the Class B-1
Certificateholders up to the amount of the Class B-1 Interest Deficiency Amount
(or pro rata, if such remaining funds are less than the Class B-1 Interest
Deficiency Amount); provided, however, that (i) no such withdrawal shall be made
with respect to the Class M-1 Interest Deficiency Amount if the Cumulative
Realized Losses as of such Remittance Date are greater than $195,000,000; (ii)
no such withdrawal shall be made with respect to the Class M-2 Interest
Deficiency Amount if the Cumulative Realized Losses as of such Remittance Date
are greater than $162,500,000; (iii) no withdrawal with respect to Class B-1
Interest Deficiency Amount shall be made if the Cumulative Realized Losses as of
such Remittance Date are greater than $130,000,000; (iv) no withdrawal with
respect to a Class M-1 Interest Deficiency Amount shall be made if the aggregate
withdrawals with respect to all prior Class M-1 Interest Deficiency Amounts
equal $3,000,000; (v) no withdrawal with respect to a Class M-2 Interest
Deficiency Amount shall be made if the aggregate withdrawals with respect to all
prior Class M-2 Interest Deficiency Amounts equal $2,500,000; and (vi) no
withdrawal with respect to a Class B-1 Interest Deficiency Amount shall be made
if the aggregate withdrawals with respect to all prior Class B-1 Interest
Deficiency Amounts equal $1,500,000. If such applicable Monthly Report indicates
that the Class B-2 Formula Distribution Amount for such Remittance Date exceeds
the Remaining Amount Available, the Trustee shall withdraw from the Certificate
Account (to the extent of funds on deposit therein as a consequence of a deposit
made by the Company pursuant to Section 8.04(a)) an amount equal to the
Guarantee Payment and distribute such amount to the Class B-2
Certificateholders.

         d. Notwithstanding the priorities set forth above, any Pre-Funded
Amount deposited in the Certificate Account shall be applied solely to pay
principal of the Class A-1 Certificates and any amount withdrawn from the
Capitalized Interest Account and deposited in the Certificate Account shall be
applied solely as described in Section 8.06.

         e. If the Trustee shall not have received the applicable Monthly Report
by any Remittance Date, the Trustee shall distribute all funds then in the
Certificate Account to Certificateholders in accordance with Section 8.03(a), to
the extent of such funds, on such Remittance Date.

         SECTION 8.04.  Limited Guarantee.

         a. No later than the third Business Day prior to each Remittance Date,
the Servicer (if other than the Guarantor) shall notify the Guarantor of the
amount of the Guarantee Payment (if any) for such Remittance Date. Not later
than the Business Day preceding each Remittance Date, the Guarantor shall
deposit the Guarantee Payment, if any, for such Remittance Date into the
Certificate Account.

         b. The obligations of the Guarantor under this Section shall not
terminate upon or otherwise be affected by a Service Transfer pursuant to
Article VII of this Agreement.

         c. The obligation of the Guarantor to provide the Limited Guarantee
under this Agreement shall terminate on the Final Remittance Date.

                                       8-7
<PAGE>

         d. The obligation of the Guarantor to make the Guarantee Payments
described in subsection (a) above shall be unconditional and irrevocable. The
Guarantor acknowledges that its obligation to make the Guarantee Payments
described in subsection (a) above shall be deemed a guarantee by the Guarantor
of indebtedness of the Trust for money borrowed from the Class B-2
Certificateholders.

         e. If the Guarantor fails to make a Guarantee Payment in whole or in
part, the Guarantor shall promptly notify the Trustee, and the Trustee shall
promptly notify Standard & Poor's and Moody's.

         f. The Class C Subsidiary Certificateholders may at any time, but are
not obligated to, supplement the Guarantor's Limited Guarantee by depositing
assets in a "qualified reserve fund," within the meaning of ss. 860G(a)(7) of
the Code in accordance with ss. 860G(d)(2)(D) of the Code.

         SECTION 8.05.  Class C Subsidiary Certificateholder's Purchase Option;
                        Auction Sale; Additional Prinicipal Distribution Amount.

         a. Subject to the conditions in subsection (b) below, the Class C
Subsidiary Certificateholder shall have the option to purchase all of the
Contracts and all property acquired in respect of any Contract remaining in the
Trust at a price (such price being referred to as the "Minimum Purchase Price")
equal to the greater of:

         A.       the sum of (x) 100% of the principal balance of each Contract
                  (other than any Contract as to which title to the underlying
                  property has been acquired and whose fair market value is
                  included pursuant to clause (y) below), plus (y) the fair
                  market value of such acquired property (as determined by the
                  Originator as of the close of business on the third Business
                  Day next preceding the date upon which notice of any such
                  termination is furnished to Certificateholders pursuant to
                  Section 12.04) or

         B.       the aggregate fair market value (as determined by the
                  Originator as of the close of business on such third Business
                  Day) of all of the assets of the Trust,

plus, in either case, any Unpaid Class A-1 Interest Shortfall, any Unpaid Class
M-1 Interest Shortfall, any Unpaid Class M-1 Liquidation Loss Interest
Shortfall, any Unpaid Class M-2 Interest Shortfall, any Unpaid Class M-2
Liquidation Loss Interest Shortfall, any Unpaid Class B-1 Interest Shortfall,
any Unpaid Class B-1 Liquidation Loss Interest Shortfall and any Unpaid Class
B-2 Interest Shortfall as well as one month's interest at the applicable
Contract Rate on the Scheduled Principal Balance of each Contract (including any
Contract as to which the related Manufactured Home has been repossessed).

         b. The purchase by the Class C Subsidiary Certificateholder of all of
the Contracts pursuant to Section 8.05(a) above shall be at the option of the
Class C Subsidiary Certificateholder, but shall be conditioned upon (1) the Pool
Scheduled Principal Balance, at the time of any such purchase, aggregating not
more than 20% of the Cut-off Date Pool Principal

                                       8-8
<PAGE>

Balance, (2) such purchase being made pursuant to a plan of complete liquidation
of each of the Subsidiary REMIC and the Master REMIC in accordance with Section
860F of the Code, as provided in Section 12.03, (3) the Class C Subsidiary
Certificateholder having provided the Trustee and the Depository (if any) with
at least 30 days' written notice and (4) the Originator or the Servicer (as
applicable) shall have delivered to the Trustee an unqualified Opinion of
Counsel stating that payment of the purchase price to the Certificateholders
will not constitute a voidable preference or fraudulent transfer under the
United States Bankruptcy Code. If such option is exercised, the Class C
Subsidiary Certificateholder, as applicable, shall provide to the Trustee the
certification required by Section 12.03, which certificate shall constitute a
plan of complete liquidation of each of the Subsidiary REMIC and the Master
REMIC within the meaning of Section 860F of the Code, and the Trustee shall
promptly sign such certification and release to the Class C Subsidiary
Certificateholder, the Contract Files and Land-and-Home Contract Files
pertaining to the Contracts being repurchased.

         c. The Class C Subsidiary Certificateholder may assign its rights under
this Section 8.05, separately from its other rights as Holder of the Class C
Subsidiary Certificates, by giving written notice of such assignment to the
Trustee. Following the Trustee's receipt of such notice of assignment, the
Trustee shall recognize only such assignee (or its assignee in turn) as the
Person entitled to exercise the purchase option set forth in Section 8.05(a).

         d. The Servicer shall notify the Trustee and the Class C Subsidiary
Certificateholder (whether or not the Class C Subsidiary Certificateholder has
then assigned its rights under this Section 8.05 pursuant to subsection (c)) no
later than two Business Days after the Determination Date relating to the first
Due Period which includes the date on which the Pool Scheduled Principal Balance
first becomes less than or equal to 20% of the Cut-off Date Pool Principal
Balance, to the effect that the Pool Scheduled Principal Balance is then less
than or equal to 20% of the Cut-off Date Pool Principal Balance.

         e. If the Class C Subsidiary Certificateholder (or its assignee) has
not delivered to the Trustee the notice of exercise of its purchase option
required by subsection (b) by the Remittance Date occurring in the month
following the Determination Date specified in subsection (d), then promptly
after the following Remittance Date the Trustee shall begin a process for
soliciting bids in connection with an auction for the Contracts. The Trustee
shall provide the Class C Subsidiary Certificateholder (or its assignee) written
notice of such auction at least 10 Business Days prior to the date bids must be
received in such auction (the "Auction Date").

         If at least two bids are received, the Trustee shall solicit and
resolicit new bids from all participating bidders until only one bid remains or
the remaining bidders decline to resubmit bids. The Trustee shall accept the
highest of such remaining bids if it is equal to or in excess of the greater of
(i) the Minimum Purchase Price and (ii) the fair market value of the Contracts
and related property (such amount being referred to as the "Minimum Auction
Price"). If less than two bids are received or the highest bid after the
resolicitation process is completed is not equal to or in excess of the Minimum
Auction Price, the Trustee shall not consummate such sale. If a bid meeting the
Minimum Purchase Price is received, then the Trustee may, and if so requested by
the Class C Subsidiary Certificateholder shall, consult with a financial
advisor, which may be

                                       8-9
<PAGE>

an underwriter of the Certificates, to determine if the fair market value of the
Contracts and related property has been offered.

         If the first auction conducted by the Trustee does not produce any bid
at least equal to the Minimum Auction Price, then the Trustee shall, beginning
on the Remittance Date occurring approximately three months after the Auction
Date for the failed first auction, commence another auction in accordance with
the requirement of this subsection (e). If such second auction does not produce
any bid at least equal to the Minimum Auction Price, then the Trustee shall,
beginning on the Remittance Date occurring approximately three months after the
Auction Date for the failed second auction, commence another auction in
accordance with the requirements of this subsection (e), and shall continue to
conduct similar auctions approximately every three months thereafter until the
earliest of (i) delivery by the Class C Subsidiary Certificateholder or its
assignee of notice of exercise of its purchase option under subsection (a), (ii)
receipt by the Trustee of a bid meeting the conditions specified in the
preceding paragraph, or (iii) the Remittance Date on which the principal balance
of all the Contracts is reduced to zero.

         If the Trustee receives a bid meeting the conditions specified in this
subsection (e), then the Trustee's written acceptance of such bid shall
constitute a plan of complete liquidation with the meaning of Section 860F of
the Code, and the Trustee shall release to the winning bidder, upon payment of
the bid purchase price, the Contract Files pertaining to the Contracts being
purchased.

         f. If the Class C Subsidiary Certificateholder (or its assignee) has
not delivered to the Trustee the notice of exercise of its purchase option
required by subsection (b) by the Remittance Date occurring in the month
following the Determination Date specified in subsection (d), then on the
following Remittance Date and each Remittance Date thereafter the Class M-1,
Class M-2, Class B-1 and Class B-2 Certificates shall be entitled to receive the
Additional Principal Distribution Amount, allocated among such classes pro rata
based upon the outstanding Principal Balance of each such Class on each such
Remittance Date.

         SECTION 8.06.  Capitalized Interest Account.

         a. On or before the Closing Date, the Trustee shall establish the
Capitalized Interest Account on behalf of the Trust, which must be an Eligible
Account, and shall deposit therein $4,750,000 received from the Seller pursuant
to Section 2.02(s). The Capitalized Interest Account shall be entitled "U.S.
Bank National Association as Trustee for the benefit of holders of Manufactured
Housing Contract Senior/Subordinate Pass-Through Certificates Series 1999-6." On
the Remittance Dates occurring in January 2000 and February 2000, if the Monthly
Report for such Remittance Date indicates that the Amount Available (after
payment of the amount specified in clause (1) of Section 8.03(a) and including
in the Amount Available only payments in respect of interest on the Contracts)
is not sufficient to pay the Class A-1 Interest Distribution Amount, plus the
Class M-1 Interest Distribution Amount, plus the Class M-2 Interest Distribution
Amount, plus the Class B-1 Interest Distribution Amount, the Trustee shall
withdraw the amount of such deficiency, or the amount of funds in the
Capitalized Interest Account (net of any investment earnings thereon), if less,
and shall deposit such funds in the Certificate Account for distribution on such
Remittance Date in order first to pay any deficiency

                                      8-10
<PAGE>

in the Amount Available to pay the Class A-1 Interest Distribution Amount,
second to pay any deficiency in the Amount Available to pay the Class M-1
Interest Distribution Amount, third to pay any deficiency in the Amount
Available to pay the Class M-2 Interest Distribution Amount, and fourth to pay
any deficiency in the Amount Available to pay the Class B-1 Interest
Distribution Amount.

         b. The Capitalized Interest Account shall be part of the Trust but not
part of the Subsidiary REMIC or the Master REMIC. The Trustee on behalf of the
Trust shall be the legal owner of the Capitalized Interest Account. Green Tree
Finance Corp.--Two shall be the beneficial owner of the Capitalized Interest
Account, subject to the foregoing power of the Trustee to transfer amounts in
the Capitalized Interest Account to the Certificate Account. Funds in the
Capitalized Interest Account shall, at the direction of Green Tree Finance
Corp.--Two, be invested in Eligible Investments that mature no later than the
Business Day prior to the next succeeding Remittance Date. All net income and
gain from such investments shall be distributed to Green Tree Finance Corp.--Two
on such Remittance Date. All amounts earned on amounts on deposit in the
Capitalized Interest Account shall be taxable to Green Tree Finance Corp.--Two.

         c. Any funds remaining in the Capitalized Interest Account after the
Remittance Date in February 2000 shall be distributed to Green Tree Finance
Corp.--Two. After such date no further amounts shall be deposited in or
withdrawn from the Capitalized Interest Account. Any losses on such investments
shall be deposited in the Capitalized Interest Account by Green Tree Finance
Corp.--Two out of its own funds immediately as realized.

         SECTION 8.07.  Pre-Funding Account.

         a. On or before the Closing Date, the Trustee shall establish the
Pre-Funding Account on behalf of the Trust, which must be an Eligible Account.
The Pre-Funding Account shall be entitled "Pre-Funding Account, U.S. Bank
National Association as Trustee for the benefit of holders of Certificates,
Series 1999-6." The Trustee shall maintain within the Pre- Funding Account two
subaccounts, the Pre-Funding Subaccount and the Undelivered Contract Subaccount.
The Undelivered Contract Subaccount pertains to those Land-and-Home Contracts
transferred to the Trust on the Closing Date that are Undelivered Contracts.
Funds deposited in the Pre-Funding Account shall be held in trust by the Trustee
for the Holders of the Certificates for the uses and purposes set forth herein.

         b. The Trustee shall deposit in the Pre-Funding Subaccount the amount
received from the Seller pursuant to Section 2.02(t). Amounts on deposit in the
Pre-Funding Subaccount shall be withdrawn by the Trustee as follows:

                  (i) On any Subsequent Transfer Date, the Trustee shall
         withdraw an amount equal to 100% of the Cut-off Date Principal Balance
         of each Subsequent Contract transferred and assigned to the Trustee on
         such Subsequent Transfer Date and pay such amount to or upon the order
         of the Seller upon satisfaction of the conditions set forth in Section
         2.03(b) with respect to such transfer and assignment.


                                      8-11
<PAGE>

                  (ii) On the Business Day immediately preceding the
         Post-Funding Remittance Date, the Trustee shall deposit into the
         Certificate Account any amounts remaining in the Pre-Funding
         Subaccount, net of investment earnings.

         c. The Trustee shall deposit in the Undelivered Contract Subaccount the
amount received from the Seller pursuant to Section 2.02(u). Amounts on deposit
in the Undelivered Contract Subaccount shall be withdrawn by the Trustee as
follows:

                  (i) If the Seller delivers the related Land-and-Home Contract
         File for an Undelivered Contract to the Trustee at least two Business
         Days before the last day of the Pre-Funding Period, the Trustee shall
         withdraw an amount equal to 100% of the Cut-off Date Principal Balance
         of such Contract and pay such amount to or upon the order of the
         Seller.

                  (ii) [Reserved]

                  (iii) The Seller shall give the Trustee telephonic notice of
         its intended delivery of Land-and-Home Contract Files. The Trustee will
         use reasonable efforts to process the Land-and-Home Contract Files and
         remit any amount payable for them to the Seller in a timely manner.

                  (iv) On the Business Day immediately preceding the
         Post-Funding Remittance Date, the Trustee shall deposit into the
         Certificate Account any amounts remaining in the Undelivered Contract
         Subaccount, net of investment earnings.

         d. The Pre-Funding Account shall be part of the Trust but not part of
the Master REMIC or Subsidiary REMIC. The Trustee on behalf of the Trust shall
be the legal owner of the Pre-Funding Account. The Seller shall be the
beneficial owner of the Pre-Funding Account, subject to the foregoing power of
the Trustee to transfer amounts in the Pre-Funding Account to the Certificate
Account. Funds in the Pre-Funding Account shall, at the direction of the
Servicer, be invested in Eligible Investments of the kind described in clauses
(i) and (ii)(A) of the definition of "Eligible Investment" and that mature no
later than the Business Day prior to the next succeeding Payment Date. All
amounts earned on deposits in the Pre-Funding Account shall be taxable to the
Seller. The Trustee shall release to the Seller all investment earnings in the
Pre-Funding Account on the Post-Funding Remittance Date.

                                      8-12
<PAGE>

                                   ARTICLE IX

            THE CERTIFICATES AND UNCERTIFICATED SUBSIDIARY INTERESTS

         SECTION 9.01.  The Certificates.

         a. The Uncertificated Subsidiary Interests shall be issued as
nontransferable (except to a successor Trustee) uncertificated interests
evidencing, as to each such Class, 100% of the interest in distributions
required to made to such Class, and having the original Subsidiary Interest
Principal Balance specified with respect to such Class of Uncertificated
Subsidiary Interests. The Class C Subsidiary Certificates shall be substantially
in the form set forth in Exhibit J hereto, and shall, on original issue, be
executed by the Trustee on behalf of the Trust upon the order of the Originator.
The Class C Subsidiary Certificates shall be issuable in Percentage Interests,
and shall be evidenced by a single Class C Subsidiary Certificate issued on the
Closing Date to Green Tree Finance Corp.-Two.

         b. The Class A-1, the Class M, the Class B, the Class B-3I and the
Class C Master Certificates shall be substantially in the forms set forth in
Exhibits A, B, C-1, C-2 and K, respectively, and shall, on original issue, be
executed by the Trustee on behalf of the Trust to or upon the order of the
Originator. The Class A-1, the Class M, and the Class B Certificates shall be
evidenced by (i) one or more Class A-1 Certificates representing $830,000,000
initial aggregate principal balance, (ii) one or more Class M-1 Certificates
representing $50,000,000 initial aggregate principal balance, (iii) one or more
Class M-2 Certificates representing $40,000,000 initial aggregate principal
balance, (iv) one or more Class B-1 Certificates representing $30,000,000
initial aggregate principal balance, (v) one or more Class B-2 Certificates
representing $35,000,000 initial aggregate principal balance, beneficial
ownership of such Classes of Certificates to be held through Book-Entry
Certificates in minimum dollar denominations of $1,000 and integral dollar
multiples of $1,000 in excess thereof. The Class B-3I, Class C Master, and Class
C Subsidiary Certificates shall be issuable in Percentage Interests and shall
each be evidenced by a single certificate issued on the Closing Date to Green
Tree Finance Corp.--Two.

         c. The Certificates shall be executed by manual signature on behalf of
the Trustee by a duly authorized Responsible Officer or authorized signatory.
Certificates bearing the signatures of individuals who were at any time the
proper officers of the Trustee shall bind the Trustee, notwithstanding that such
individuals or any of them have ceased to hold such offices prior to the
execution and delivery of such Certificate or did not hold such offices at the
date of such Certificates. No Certificate shall be entitled to any benefit under
this Agreement, or be valid for any purpose, unless such Certificate has been
executed by manual signature in accordance with this Section, and such signature
upon any Certificate shall be conclusive evidence, and the only evidence, that
such Certificate has been duly executed and delivered hereunder. All
Certificates shall be dated the date of their execution, except for those
Certificates executed on the Closing Date, which shall be dated the Closing
Date.


                                       9-1
<PAGE>

         SECTION 9.02.  Registration of Transfer and Exchange of Certificates.

         a. The Trustee shall keep at the office or agency to be maintained in
accordance with Section 12.02 a "Certificate Register" in which the Trustee
shall provide for the registration of Certificates and of transfers and
exchanges of Certificates as herein provided. The Trustee initially appoints
itself to be the "Certificate Registrar" and transfer agent for the purpose of
registering Certificates and transfers and exchanges of Certificates as provided
herein. The Trustee will give prompt written notice to Certificateholders and
the Servicer of any change in the Certificate Registrar.

         b. (1) Subject to clause (3) below, no transfer of a Class A-1 or Class
M-1 Certificate shall be made by any Person unless such Person represents that
(A) it is a "Qualified Institutional Buyer" (as defined in Rule 144A under the
Securities Act of 1933 (the "Act")); (B) agrees that it will not resell or
otherwise transfer such Certificate except to (i) Conseco Finance Corp. or any
subsidiary thereof, (ii) a Qualified Institutional Buyer in compliance with Rule
144A under the Act, (iii) pursuant to the exemption from registration provided
by Rule 144 under the Act (if applicable) or in accordance with another
exemption from the registration requirements of the Act, or (iv) pursuant to an
effective registration statement under the Act, and, in each case, in accordance
with any applicable securities law of any state of the United States or any
other applicable jurisdiction; and (C) agrees that it will deliver to each
person to whom such Certificate is transferred a notice substantially to the
effect of this paragraph. If the proposed transfer is pursuant to clause (iii)
above, the holder must, prior to such transfer, furnish to the Trustee, such
certifications, legal opinions or other information as it may reasonably require
to confirm that such transfer is being made pursuant to an exemption from, or in
a transaction not subject to, the registration requirements of the Act.

                  (2) Subject to clauses (3) and (4) below, no transfer of a
Class B-3I Certificate, Class C Subsidiary Certificate or Class C Master
Certificate shall be made by the Originator or any other Person unless such
transfer is exempt from the registration requirements of the Act, as amended,
and any applicable state securities laws or is made in accordance with the Act
and laws. In the event that any such transfer is to be made, (A) the Originator
may require a written Opinion of Counsel acceptable to and in form and substance
satisfactory to the Originator that such transfer may be made pursuant to an
exemption, describing the applicable exemption and the basis therefor, from the
Act and laws or is being made pursuant to the Act and laws, which Opinion of
Counsel shall not be an expense of the Trustee or the Originator, and (B) the
Trustee shall require the transferee to execute an investment letter
substantially in the form of Exhibit M attached hereto, which investment letter
shall not be an expense of the Trustee or the Originator. Any Class B-3I
Certificateholder, Class C Subsidiary Certificateholder or Class C Master
Certificateholder desiring to effect such transfer shall, and does hereby agree
to, indemnify the Trustee, the Originator and the Certificate Registrar against
any liability that may result if the transfer is not so exempt or is not made in
accordance with such federal and state laws.

                  (3) No transfer of a Class M-1 Certificate, a Class M-2
Certificate, a Class B Certificate, a Class B-3I Certificate, a Class C
Subsidiary Certificate or a Class C Master Certificate or any interest therein
shall be made to any employee benefit plan, trust or account

                                       9-2
<PAGE>

that is subject to ERISA, or that is described in Section 4975(e)(1) of the Code
(each, a "Plan"), unless the prospective transferee of a Certificate or interest
therein provides the Servicer and the Trustee with a certification of facts and,
at its own expense, an Opinion of Counsel which establish to the satisfaction of
the Servicer and the Trustee that such transfer will not result in a violation
of Section 406 of ERISA or Section 4975 of the Code or cause the Servicer, the
Originator or the Trustee to be deemed a fiduciary of such Plan or result in the
imposition of an excise tax under Section 4975 of the Code.

                  (4) Notwithstanding anything to the contrary contained herein,
(A) neither the Class C Subsidiary Certificate nor the Class C Master
Certificate, nor any interest therein, shall be transferred, sold or otherwise
disposed of to a "disqualified organization," within the meaning of Section
860E(e)(5) of the Code (a "Disqualified Organization"), including, but not
limited to, (i) the United States, a state or political subdivision thereof, a
foreign government, an international organization or an agency or
instrumentality of any of the foregoing, (ii) an organization (other than a
cooperative described in Section 521 of the Code) which is exempt from the taxes
imposed by Chapter 1 of the Code and not subject to the tax imposed on unrelated
business income by Section 511 of the Code, or (iii) a cooperative described in
Section 1381(a)(2)(C) of the Code, and (B) prior to any registration of any
transfer, sale or other disposition of the Class C Subsidiary Certificate or
Class C Master Certificate, the proposed transferee shall deliver to the
Trustee, under penalties of perjury, an affidavit that such transferee is not a
Disqualified Organization, with respect to which the Trustee shall have no
actual knowledge that such affidavit is false, and the transferor and the
proposed transferee shall each deliver for the Trustee an affidavit with respect
to any other information reasonably required by the Trustee pursuant to the
REMIC Provisions, including, without limitation, information regarding the
transfer of noneconomic residual interests and transfers of any residual
interest to or by a foreign person; provided, however, that, upon the delivery
to the Trustee of an Opinion of Counsel, in form and substance satisfactory to
the Trustee and rendered by Independent counsel, to the effect that the
beneficial ownership of the Class C Subsidiary Certificate or the Class C Master
Certificate, as the case may be, by any Disqualified Organization will not
result in the imposition of federal income tax upon the Subsidiary REMIC or the
Master REMIC or any Certificateholder or any other person or otherwise adversely
affect the status of the Subsidiary REMIC or the Master REMIC as a REMIC, the
foregoing prohibition on transfers, sales and other dispositions, as well as the
foregoing requirement to deliver a certificate prior to any registration
thereof, shall, with respect to such Disqualified Organization, terminate.
Notwithstanding any transfer, sale or other disposition of the Class C
Subsidiary Certificate or Class C Master Certificate, or any interest therein,
to a Disqualified Organization or the registration thereof in the Certificate
Register, such transfer, sale or other disposition and any registration thereof,
unless accompanied by the Opinion of Counsel described in the preceding
sentence, shall be deemed to be void and of no legal force or effect whatsoever
and such Disqualified Organization shall be deemed to not be the Class C
Subsidiary or Class C Master Certificateholder, as the case may be, for any
purpose hereunder, including, but not limited to, the receipt of distributions
on the Class C Subsidiary Certificate or Class C Master Certificate, and shall
be deemed to have no interest whatsoever in the Class C Subsidiary Certificate
or Class C Master Certificate. Each Class C Subsidiary or Class C Master
Certificateholder, by his acceptance thereof, shall be deemed for all purposes
to have consented to the provisions of this Section 9.02(b)(3).

                                       9-3
<PAGE>

                  (5) Any transfer, sale or other disposition not in compliance
with the provisions of this Section 9.02(b) shall be deemed to be void and of no
legal force or effect whatsoever and such transferee shall be deemed to not be
the Certificateholder for any purpose hereunder, including, but not limited to,
the receipt of distributions on such Certificate, and shall be deemed to have no
interest whatsoever in such Certificate.

                  (6) The Trustee shall give notice to Standard & Poor's and
Moody's promptly following any transfer, sale or other disposition of a Class
B-3I, Class C Subsidiary or Class C Master Certificate.

         c. At the option of a Certificateholder, Certificates may be exchanged
for other Certificates of authorized denominations of a like aggregate original
denomination, upon surrender of such Certificates to be exchanged at such
office. Whenever any Certificates are so surrendered for exchange, the Trustee
shall execute and deliver the Certificates which the Certificateholder making
the exchange is entitled to receive. Every Certificate presented or surrendered
for transfer or exchange shall be duly endorsed by, or shall be accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder thereof or his or her attorney
duly authorized in writing.

         d. Except as provided in paragraph (e) below, the Book-Entry
Certificates shall at all times remain registered in the name of the Depository
or its nominee and at all times: (i) registration of the Class A-1, Class M-1,
Class M-2 and Class B-1 Certificates may not be transferred by the Trustee
except to another Depository; (ii) the Depository shall maintain book- entry
records with respect to the Certificate Owners and with respect to ownership and
transfers of such Class A-1, Class M-1, Class M-2 and Class B-1 Certificates;
(iii) ownership and transfers of registration of the Class A-1, Class M-1, Class
M-2 and Class B-1 Certificates on the books of the Depository shall be governed
by applicable rules established by the Depository; (iv) the Depository may
collect its usual and customary fees, charges and expenses from its Depository
Participants; (v) the Trustee shall deal with the Depository, Depository
Participants and indirect participating firms as representatives of the
Certificate Owners of the Class A-1, Class M and Class B for purposes of
exercising the rights of Holders under this Agreement, and requests and
directions for and votes of such representatives shall not be deemed to be
inconsistent if they are made with respect to different Certificate Owners; and
(vi) the Trustee may rely and shall be fully protected in relying upon
information furnished by the Depository with respect to its Depository
Participants and furnished by the Depository Participants with respect to
indirect participating firms and persons shown on the books of such indirect
participating firms as direct or indirect Certificate Owners.

         All transfers by Certificate Owners of Book-Entry Certificates shall be
made in accordance with the procedures established by the Depository Participant
or brokerage firm representing such Certificate Owner. Each Depository
Participant shall only transfer Book-Entry Certificates of Certificate Owners it
represents or of brokerage firms for which it acts as agent in accordance with
the Depository's normal procedures.

         e. If (x) the Seller or the Depository advises the Trustee in writing
that the Depository is no longer willing or able properly to discharge its
responsibilities as Depository

                                       9-4
<PAGE>

and (y) the Trustee or the Originator is unable to locate a qualified successor
or (z) the Originator at its sole option advises the Trustee in writing that it
elects to terminate the book-entry system through the Depository, the Trustee
shall notify all Certificate Owners, through the Depository, of the occurrence
of any such event and of the availability of definitive, fully registered Class
A-1 Certificates, Class M Certificates and Class B-1 Certificates (the
"Definitive Certificates") to Certificate Owners requesting the same. Upon
surrender to the Trustee of the Class A-1 Certificates, Class M-1 Certificates,
Class M-2 Certificates and Class B-1 Certificates by the Depository, accompanied
by registration instructions from the Depository for registration, the Trustee
shall issue the Definitive Certificates. Neither the Originator 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 all references herein to
obligations imposed upon or to be performed by the Depository shall be deemed to
be imposed upon and performed by the Trustee, to the extent applicable with
respect to such Definitive Certificates and the Trustee shall recognize the
Holders of the Definitive Certificates as Certificateholders hereunder.

         f. On or prior to the Closing Date, there shall be delivered to the
Depository five Class A-1 Certificates, one Class M-1 Certificate, one Class M-2
Certificate, one Class B-1 Certificate and one Class B-2 Certificate, each in
registered form registered in the name of the Depository's nominee, Cede & Co.,
the total face amount of which represents 100% of the related Original Principal
Balance, respectively. If, however, the aggregate principal amount of a Class of
Class A-1 Certificates, Class M Certificates or Class B Certificates exceeds
$200,000,000, one such Class A-1 Certificate, Class M Certificate and/or Class B
Certificate will be issued with respect to each $200,000,000 of principal amount
and an additional Certificate of such Class or Classes will be issued with
respect to any remaining principal amount. Each such Class A-1, Class M and
Class B Certificate registered in the name of the Depository's nominee shall
bear the following legend:

         "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
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."

         SECTION 9.03.  No Charge; Disposition of Void Certificates.

         No service charge shall be made to a Certificateholder for any transfer
or exchange of Certificates, but the Certificate Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any transfer or exchange of Certificates. All
Certificates surrendered for transfer and exchange shall be disposed of in a
manner approved by the Trustee.


                                       9-5
<PAGE>

         SECTION 9.04.  Mutilated, Destroyed, Lost or Stolen Certificates.

         If (a) 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 (b) there is delivered to
the Certificate Registrar and the Trustee such security or indemnity as may be
required by each to save it harmless, then in the absence of notice to the
Certificate Registrar or the Trustee that such Certificate has been acquired by
a bona fide purchaser, the Trustee shall execute and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new
Certificate of like tenor and original denomination. Upon the issuance of any
new Certificate under this Section 9.04, the Trustee may require the payment of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto and any other expenses connected therewith. Any
duplicate Certificate issued pursuant to this Section 9.04 shall constitute
complete and indefeasible evidence of ownership of the Percentage Interest, as
if originally issued, whether or not the mutilated, destroyed, lost or stolen
Certificate shall be found at any time.

         SECTION 9.05.  Persons Deemed Owners.

         Prior to due presentation of a Certificate for registration of
transfer, the Servicer, the Seller, the Trustee, the Paying Agent and the
Certificate Registrar may treat the person in whose name any Certificate is
registered as the owner of such Certificate for the purpose of receiving
remittances pursuant to Section 8.01 and for all other purposes whatsoever, and
none of the Servicer, the Seller, the Trustee, the Certificate Registrar, the
Paying Agent or any agent of the Servicer, the Seller, the Trustee, the Paying
Agent or the Certificate Registrar shall be affected by notice to the contrary.

         SECTION 9.06.  Access to List of Certificateholders' Names and
                        Addresses.

         The Certificate Registrar will furnish to the Trustee and the Servicer,
within five days after receipt by the Certificate Registrar of a request
therefor from the Trustee in writing, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Certificateholders as of
the most recent Record Date. If Holders of Certificates evidencing, as to any
Class, Percentage Interests representing 25% or more (hereinafter referred to as
"Applicants") 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 this Agreement or under the Certificates and is
accompanied by a copy of the communication which such Applicants propose to
transmit, then the Trustee shall, within five Business Days after the receipt of
such application, afford such Applicants access during normal business hours to
the most recent list of Certificateholders held by the Trustee. If such list is
as of a date more than 90 days prior to the date of receipt of such Applicants'
request, the Trustee shall promptly request from the Certificate Registrar a
current list as provided above, and shall afford such Applicants access to such
list promptly upon receipt. Every Certificateholder, by receiving and holding a
Certificate, agrees with the Certificate Registrar and the Trustee that none of
the Originator, the Certificate Registrar or the 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.

                                       9-6
<PAGE>

         SECTION 9.07.  Authenticating Agents.

         The Trustee may appoint one or more Authenticating Agents with power to
act on its behalf and subject to its direction in the execution and delivery of
the Certificates. For all purposes of this Agreement, the execution and delivery
of Certificates by the Authenticating Agent pursuant to this Section shall be
deemed to be the execution and delivery of Certificates "by the Trustee."

                                       9-7
<PAGE>

                                    ARTICLE X

                                   INDEMNITIES

         SECTION 10.01.  Company's Indemnities.

         The Seller and Originator will jointly and severally defend and
indemnify the Trust, the Trustee (including the Custodian, the Paying Agent and
any other agents of the Trustee) and the Certificateholders against any and all
costs, expenses, losses, damages, claims and liabilities, including reasonable
fees and expenses of counsel and expenses of litigation of any third-party
claims (i) arising out of or resulting from the origination of any Contract
(including but not limited to truth in lending requirements) or the servicing of
such Contract prior to its transfer to the Trust (but only to the extent such
cost, expense, loss, damage, claim or liability is not provided for by the
Originator's repurchase of such Contract pursuant to Section 3.06) or (ii)
arising out of or resulting from the use or ownership of any Manufactured Homes
by the Originator or the Servicer or any Affiliate of either. Notwithstanding
any other provision of this Agreement, the obligation of the Originator under
this Section shall not terminate upon a Service Transfer pursuant to Article
VII, except that the obligation of the Originator under this Section shall not
relate to the actions of any subsequent Servicer after a Service Transfer.

         SECTION 10.02.  Liabilities to Obligors.

         No obligation or liability to any Obligor under any of the Contracts is
intended to be assumed by the Trust or the Certificateholders under or as a
result of this Agreement and the transactions contemplated hereby and, to the
maximum extent permitted and valid under mandatory provisions of law, the Trust
and the Certificateholders expressly disclaim such assumption.

         SECTION 10.03.  Tax Indemnification.

         The Originator agrees to pay, and to indemnify, defend and hold
harmless the Trust, the Trustee (including the Custodian, the Paying Agent and
any other agents of the Trustee) and the Certificateholders from, any taxes
which may at any time be asserted with respect to, and as of the date of, the
transfer of the Contracts to the Trust, including, without limitation, any
sales, gross receipts, general corporation, personal property, privilege or
license taxes (but not including any federal, state or other taxes arising out
of the creation of the Trust and the issuance of the Certificates), any tax
imposed on the Trust as a result of the Originator's repurchase of any Contract
pursuant to Section 3.06(c), and costs, expenses and reasonable counsel fees in
defending against the same, whether arising by reason of the acts to be
performed by the Originator, the Seller, the Servicer or the Trustee under this
Agreement or imposed against the Trust, a Certificateholder or otherwise.

         SECTION 10.04.  Servicer's Indemnities.

         The Servicer shall defend and indemnify the Trust, the Trustee
(including the Custodian, the Paying Agent and any other agents of the Trustee)
and the Certificateholders against any and

                                      10-1
<PAGE>

all costs, expenses, losses, damages, claims and liabilities, including
reasonable fees and expenses of counsel and expenses of litigation, in respect
of any action taken or omitted to be taken by the Servicer with respect to any
Contract. This indemnity shall survive any Service Transfer (but the original
Servicer's obligations under this Section 10.04 shall not relate to any actions
of any subsequent Servicer after a Service Transfer) and any payment of the
amount owing under, or any repurchase by the Originator of, any such Contract.

         SECTION 10.05.  Operation of Indemnities.

         Indemnification under this Article shall include, without limitation,
reasonable fees and expenses of counsel and expenses of litigation. If the
Originator or the Servicer has made any indemnity payments to the Trustee
pursuant to this Article and the Trustee thereafter collects any of such amounts
from others, the Trust will repay such amounts collected to the Originator or
the Servicer, as the case may be, without interest.

         SECTION 10.06.  REMIC Tax Matters.

         If Class C Subsidiary Certificateholders or Class C Master
Certificateholders, pursuant to Section 6.06, pay any taxes or charges imposed
upon the Subsidiary REMIC or the Master REMIC, as the case may be, as a REMIC or
otherwise, such taxes or charges, except to the extent set forth in the
following proviso, shall be expenses and costs of the Trust and the Class C
Subsidiary Certificateholders or Class C Master Certificateholders shall be
entitled to be reimbursed therefor out of the Certificate Account as provided in
Section 8.03; provided, however, that any such taxes or charges shall not be
expenses or costs of the Trust, nor will the Class C Subsidiary
Certificateholders or Class C Master Certificateholders be entitled to
reimbursement therefor out of the Certificate Account, if and to the extent that
such taxes or charges resulted from a failure by the Originator, the Trustee or
any Servicer to comply with the provisions of Section 2.04.

                                      10-2
<PAGE>

                                   ARTICLE XI

                                   THE TRUSTEE

         SECTION 11.01.  Duties of Trustee.

         The Trustee, prior to the occurrence of an Event of Termination and
after the curing of all Events of Termination which may have occurred,
undertakes to perform such duties and only such duties as are specifically set
forth in this Agreement. If an Event of Termination has occurred (which has not
been cured), the Trustee shall exercise such of the rights and powers vested in
it by this Agreement, and 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.

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

         Subject to Section 11.03, no provision of this Agreement shall be
construed to relieve the Trustee from liability for its own negligent action,
its own negligent failure to act or its own misconduct; provided, however, that:

                  a. Prior to the occurrence of an Event of Termination, and
         after the curing of all such Events of Termination which may have
         occurred, the duties and obligations of the Trustee shall be determined
         solely by the express provisions of this Agreement, the Trustee shall
         not be liable except for the performance of such duties and obligations
         as are specifically set forth in this Agreement, no implied covenants
         or obligations shall be read into this Agreement against the Trustee
         and, in the absence of bad faith on the part of the Trustee, the
         Trustee may conclusively rely, as to the truth of the statements and
         the correctness of the opinions expressed therein, upon any
         certificates or opinions furnished to the Trustee and conforming to the
         requirements of this Agreement;

                  b. The Trustee shall not be liable for an error of judgment
         made in good faith by a Responsible Officer of the Trustee, unless it
         shall be proved that the Trustee was negligent in ascertaining the
         pertinent facts;

                  c. The Trustee shall not be personally liable with respect to
         any action taken, suffered or omitted to be taken by it in good faith
         in accordance with the direction of the Certificateholders with
         aggregate Percentage Interests representing 25% or more of the Trust
         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 this Agreement; and

                  d. The Trustee shall not be charged with knowledge of any
         event referred to in Section 7.01 unless a Responsible Officer of the
         Trustee at the Corporate Trust Office obtains actual knowledge of such
         event or the Trustee receives written notice of such

                                      11-1
<PAGE>

         event from the Servicer or the Holders of Certificates evidencing, as
         to any Class, Percentage Interests representing 25% or more.

         None of the provisions contained in this 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 Originator, the Seller or the Servicer under
this 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 this 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 hereunder, or in the exercise
of any of its rights or powers, if there is reasonable ground for believing that
the repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.

         SECTION 11.02.  Certain Matters Affecting the Trustee.

         Except as otherwise provided in Section 11.01:

                  a. The Trustee may rely and shall be protected in acting or
         refraining from acting upon any resolution, Officer's Certificate,
         certificate of a Servicing Officer, 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;

                  b. The Trustee may consult with counsel and any opinion of any
         counsel for the Originator, the Seller or the Servicer shall be full
         and complete authorization and protection in respect of any action
         taken or suffered or omitted by it hereunder in good faith and in
         accordance with such Opinion of Counsel;

                  c. The 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 hereunder or in relation hereto, at
         the request, order or direction of any of the Certificateholders,
         pursuant to the provisions of this Agreement, unless such
         Certificateholders shall have offered to the Trustee reasonable
         security or indemnity against the costs, expenses and liabilities which
         may be incurred therein or thereby; provided, however, that nothing
         contained herein shall relieve the Trustee of the obligations, upon the
         occurrence of an Event of Termination (which has not been cured), to
         exercise such of the rights and powers vested in it by this 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;

                  d. Prior to the occurrence of an Event of Termination and
         after the curing of all Events of Termination which 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 so to do
         by Holders of Certificates evidencing, as to any Class, Percentage
         Interests representing 25% or more; provided,

                                      11-2
<PAGE>

         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 is, in the opinion of the Trustee, not
         reasonably assured to the Trustee by the security afforded to it by the
         terms of this 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 Servicer or, if paid by the Trustee, shall be reimbursed by
         the Servicer upon demand; and

                  e. 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 and shall not be liable for
         any acts or omissions of such agents, attorneys or custodians if
         appointed by it with due care hereunder.

         SECTION 11.03.  Trustee Not Liable for Certificates or Contracts.

         The Trustee assumes no responsibility for the correctness of the
recitals contained herein or in the Certificates (other than the Trustee's
execution thereof). The Trustee makes no representations as to the validity or
sufficiency of this Agreement, of the Certificates (other than its execution
thereof) or of any Contract, Contract File, Land-and-Home Contract File or
related document. The Trustee shall not be accountable for the use or
application by the Servicer, the Originator or the Seller of funds paid to the
Originator or the Seller, as applicable, in consideration of conveyance of the
Contracts to the Trust by the Originator and the Seller or deposited into or
withdrawn from the Certificate Account by the Servicer.

         SECTION 11.04.  Rights of Certificateholders to Direct Trustee and to
                         Waive Event of Termination.

         Holders of Class A-1 Certificates, Holders of Class M Certificates and
Holders of Class B Certificates evidencing, as to each such Class, Percentage
Interests representing 25% or more shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee, or exercising any trust or power conferred on the Trustee; provided,
however, that, subject to Section 11.01, the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel
determines that the action so directed may not lawfully be taken, or if the
Trustee in good faith shall, by a Responsible Officer or Officers of the
Trustee, determine that the proceedings so directed would be illegal or involve
it in personal liability or be unduly prejudicial to the rights of
Certificateholders not parties to such direction; and provided further that
nothing in this Agreement shall impair the right of the Trustee to take any
action deemed proper by the Trustee and which is not inconsistent with such
direction by the Certificateholders; and provided further that the Trustee shall
instead follow the directions of Holders of Class A-1 Certificates, Holders of
Class M Certificates and Holders of Class B Certificates evidencing, as to each
such Class, Percentage Interests aggregating 51% or more whenever it receives
conflicting directions from Class A-1 Certificateholders, Class M
Certificateholders and Class B Certificateholders. Holders of Class A-1
Certificates, Holders of Class M Certificates and Holders of Class B
Certificates evidencing, as to each such Class, Percentage Interests
representing 51% or more may on behalf of Certificateholders waive any past
Event of Termination hereunder and its consequences, except a default in respect
of a

                                      11-3
<PAGE>

covenant or provision hereof which under Section 12.07 cannot be modified or
amended without the consent of all Certificateholders, and upon any such waiver,
such Event of Termination shall cease to exist and shall be deemed to have been
cured for every purpose of this Agreement; but no such waiver shall extend to
any subsequent or other Event of Termination or impair any right consequent
thereon. Following the Class M-2 Cross-Over Date, if all distributions payable
to the Class A-1 Certificateholders and the Class M Certificateholders have
either been made or pro vided for in accordance with this Agreement, then the
Holders of Class B-1 Certificates may exercise the rights given to the Class A-1
Certificateholders, the Class M Certificateholders and Class B-1
Certificateholders under this Section. Following the Class B-1 Cross-Over Date,
if all distributions payable to the Class A-1 Certificateholders and the Class M
Certificateholders have either been made or provided for in accordance with this
Agreement, then the Holders of Class B-2 Certificates may exercise the rights
given to the Class A-1 Certificateholders, the Class M Certificateholders and
Class B-1 Certificateholders under this Section.

         SECTION 11.05.  The Servicer to Pay Trustee's Fees and Expenses.

         The Servicer agrees:

                  a. to pay to the Trustee reasonable compensation for all
         services rendered by it hereunder (which compensation shall not be
         limited by any provision of law in regard to the compensation of a
         trustee of an express trust) including the services provided in
         connection with any auctions pursuant to Section 8.05(e);

                  b. except as otherwise expressly provided herein, to reimburse
         the Trustee, to the extent requested by the Trustee, for all reasonable
         expenses, disbursements and advances incurred or made by the Trustee in
         accordance with any provision of this Agreement (including the
         reasonable compensation and the expenses and disbursements of its
         agents and counsel, and reasonable compensation expenses and
         disbursements in connection with any auctions pursuant to Section
         8.05(e)), except any such expense, disbursement or advance as may be
         attributable to its negligence or bad faith; and

                  c. to indemnify the Trustee for, and to hold it harmless
         against, any loss, liability or expense incurred without negligence or
         bad faith on its part, arising out of or in connection with the
         acceptance or administration of this trust and its duties hereunder,
         including the costs and expenses of defending itself against any claim
         or liability in connection with the exercise or performance of any of
         its powers or duties hereunder.

         All such payments by the Servicer shall be made from its own funds. The
covenants in this Section 11.05 shall be for the benefit of the Trustee in its
capacities as Trustee, Paying Agent and Certificate Registrar hereunder, and
shall survive the termination of this Agreement.

         SECTION 11.06.  Eligibility Requirements for Trustee.

         The Trustee hereunder shall at all times be a financial institution
organized and doing business under the laws of the United States of America or
any State, authorized under such laws to exercise corporate trust powers and a
Title I approved lender pursuant to FHA Regulations,

                                      11-4
<PAGE>

shall not be an Affiliate of the Originator, and shall have a combined capital
and surplus of at least $50,000,000 or shall be a member of a bank holding
system the aggregate combined capital and surplus of which is $50,000,000,
provided that the Trustee's separate capital and surplus shall at all times be
at least the amount required by Section 310(a)(2) of the Trust Indenture Act of
1939, as amended. If such Person publishes reports of condition at least
annually, pursuant to law or to the requirements of a supervising or examining
authority, then for the purposes of this Section 11.06, the combined capital and
surplus of such Person shall be deemed to be its combined capital and surplus as
set forth in its most recent report of condition so published. In addition, the
Trustee shall at all times have a long-term deposit rating (or, if the Trustee
is a wholly owned subsidiary of a bank holding company system and not rated, the
bank holding company shall have a long-term senior unsecured debt rating) from
Standard & Poor's of at least BBB or as shall be otherwise acceptable to
Standard & Poor's and a rating from Moody's (if rated by Moody's) of at least
[Baa3] or as shall be otherwise acceptable to Moody's. In case at any time the
Trustee shall cease to be eligible in accordance with the provisions of this
Section 11.06, the Trustee shall resign immediately in the manner and with the
effect specified in Section 11.07.

         SECTION 11.07.  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 and the
Originator. A copy of any such notice shall be sent to Standard & Poor's and
Moody's. Upon receiving such notice of resignation, the Originator shall
promptly appoint a successor Trustee by written instrument, in duplicate, one
copy of which instrument shall be delivered to each of the Servicer and the
Originator and one copy to the successor Trustee. If no successor Trustee shall
have been so appointed and shall 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 11.06 and shall fail to resign after written
request therefor by the Originator, 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
Originator may remove the Trustee. If the Originator shall have removed the
Trustee under the authority of the immediately preceding sentence, the
Originator shall promptly appoint a successor Trustee by written instrument, in
duplicate, one copy of which instrument shall be delivered to the Trustee so
removed and one copy to the successor Trustee.

         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 11.07 shall
not become effective until acceptance of appointment by the successor Trustee as
provided in Section 11.08.


                                      11-5
<PAGE>

         SECTION 11.08.  Successor Trustee.

         Any successor Trustee appointed as provided in Section 11.07 shall
execute, acknowledge and deliver to the Servicer, the Originator and to its
predecessor Trustee an instrument accepting such appointment hereunder, 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 hereunder, with like effect as if originally
named as Trustee. The predecessor Trustee shall deliver or cause to be delivered
to the successor Trustee the Contracts, Contract Files and Land-and-Home
Contract Files and any related documents and statements held by it hereunder;
and, if the Land-and-Home Contract Files are then held by a custodian pursuant
to a custodial agreement, the predecessor Trustee and the custodian shall amend
such custodial agreement to make the successor Trustee the successor to the
predecessor Trustee thereunder; and the Servicer, the Originator 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 11.08 unless at the time of such acceptance such successor Trustee shall
be eligible under the provisions of Section 11.06.

         Upon acceptance of appointment by a successor Trustee as provided in
this Section 11.08, the Servicer shall cause notice of the succession of such
Trustee hereunder to be mailed to each Certificateholder at their addresses as
shown in the Certificate Register. If the Servicer fails to mail such notice
within ten days after acceptance of appointment by the successor Trustee, the
successor Trustee shall cause such notice to be mailed at the expense of the
Servicer.

         SECTION 11.09.  Merger or Consolidation of Trustee.

         Any Person into which the Trustee may be merged or converted or with
which it may be consolidated, or any Person resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any Person
succeeding to the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder, provided such Person shall be eligible under
the provisions of Section 11.06, without the execution or filing of any paper or
any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding. The Trustee shall promptly notify Standard & Poor's
and Moody's in the event it is a party to any merger, conversion or
consolidation.

         SECTION 11.10.  Tax Returns.

         Upon the Servicer's request, the Trustee will furnish the Servicer with
all such information as the Servicer may reasonably require in connection with
preparing all tax returns of the Subsidiary REMIC and the Master REMIC and the
Trustee shall execute such returns.


                                      11-6
<PAGE>

         SECTION 11.11.  Obligor Claims.

         In connection with any offset defenses, or affirmative claims for
recovery, asserted in legal actions brought by Obligors under one or more
Contracts based upon provisions therein complying with, or upon other rights or
remedies arising from, any legal requirements applicable to the Contracts,
including, without limitation, the Federal Trade Commission's Trade Regulation
Rule Concerning Preservation of Consumers' Claims and Defenses (16 C.F.R. ss.
433) as amended from time to time:

                  a. The Trustee is not, and shall not be deemed to be, either
         in any individual capacity, as trustee hereunder or otherwise, a
         creditor, or a joint venturer with or an Affiliate of, or acting in
         concert or cooperation with, any seller of home improvements, in the
         arrangement, origination or making of Contracts. The Trustee is the
         holder of the Contracts only as trustee on behalf of the
         Certificateholders, and not as a principal or in any individual or
         personal capacity;

                  b. The Trustee shall not be personally liable for or obligated
         to pay Obligors any affirmative claims asserted thereby, or responsible
         to Certificateholders for any offset defense amounts applied against
         Contract payments, pursuant to such legal actions;

                  c. The Trustee will pay, solely from available Trust monies,
         affirmative claims for recovery by Obligors only pursuant to final
         judicial orders or judgments, or judicially approved settlement
         agreements, resulting from such legal actions;

                  d. The Trustee will comply with judicial orders and judgments
         which require its actions or cooperation in connection with Obligors'
         legal actions to recover affirmative claims against Certificateholders.

                  e. The Trustee will cooperate with and assist
         Certificateholders in their defense of legal actions by Obligors to
         recover affirmative claims if such cooperation and assistance is not
         contrary to the interests of the Trustee as a party to such legal
         actions and if the Trustee is satisfactorily indemnified for all
         liability, costs and expenses arising therefrom; and

                  f. The Originator hereby agrees to indemnify, hold harmless
         and defend the Trustee, Certificateholders from and against any and all
         liability, loss, costs and expenses of the Trustee, Certificateholders
         resulting from any affirmative claims for recovery asserted or
         collected by Obligors under the Contracts. Notwithstanding any other
         provision of this Agreement, the obligation of the Originator under
         this Section 11.11(f) shall not terminate upon a Service Transfer
         pursuant to Article VII.

         SECTION 11.12.  Appointment of Co-Trustee or Separate Trustee.

         The Originator shall have the power from time to time to appoint one or
more persons or corporations to act either as co-trustees jointly with the
Trustee, or as separate trustees, or as custodians, for the purpose of
conforming to any legal requirement, restriction or condition

                                      11-7
<PAGE>

(i) with respect to the holding of the Contracts, the Contract Files and the
Land-and-Home Contract Files or (ii) with respect to the enforcement of a
Contract in any state in which a Manufactured Home is located or in any state in
which any portion of the Trust is located. The separate trustees, co-trustees,
or custodians so appointed shall be trustees or custodians for the benefit of
all Certificateholders and shall, subject to the provisions of the following
paragraph, have such powers, rights and remedies as shall be specified in the
instrument of appointment; provided, however, that no such appointment shall, or
shall be deemed to, constitute the appointee an agent of the Trustee.

         Every separate trustee, co-trustee and custodian shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

                  (A) all powers, duties, obligations and rights conferred upon
         the Trustee in respect of the receipt, custody and payment of monies
         shall be exercised solely by the Trustee;

                  (B) all other rights, powers, duties and obligations conferred
         or imposed upon the Trustee, to the extent also imposed upon such
         separate trustees, co-trustees or custod ians, shall be conferred or
         imposed upon and exercised or performed by the Trustee and such
         separate trustee, co-trustee, or custodian jointly, 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 holding of the Trust or any
         portion thereof in any such jurisdiction) shall be exercised and
         performed by such separate trustee, co-trustee, or custodian;

                  (C) no separate trustee, co-trustee or custodian hereunder
         shall be personally liable by reason of any act or omission of any
         other separate trustee, co-trustee or custodian hereunder; and

                  (D) the Company may at any time accept the resignation of or
         remove any separate trustee, co-trustee or custodian, so appointed by
         it.

         If any separate trustee, co-trustee or custodian 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 or custodian. The reasonable fees and expenses of any such separate
trustee, co-trustee or custodian shall be treated as additional fees and
expenses of the Trustee subject to Section 11.05 and payable by the Servicer if
and only to the extent the Servicer shall have consented in writing to his or
its appointment, which consent shall not be unreasonably withheld.

         SECTION 11.13.  Agents of Trustee.

         To the extent not prohibited by law and not inconsistent with the terms
of this Agreement (including, without limitation, Section 11.12), the Trustee
may, with the prior consent of the

                                      11-8
<PAGE>

Originator, appoint one or more agents to carry out ministerial matters on
behalf of the Trustee under this Agreement.

                                      11-9
<PAGE>

                                   ARTICLE XII

                                  MISCELLANEOUS

         SECTION 12.01.  Servicer Not to Assign Duties or Resign; Delegation of
                         Servicing Functions.

         The Servicer may not sell or assign its rights and duties as Servicer
hereunder, except as expressly provided for herein, provided that the Servicer
may pledge or assign the right to receive all or any portion of the Monthly
Servicing Fee payable to it. The Servicer shall not resign from the obligations
and duties hereby imposed on it except upon determination that the performance
of its duties hereunder is no longer permissible under applicable law or is in
material conflict by reason of applicable law with any other activities carried
on by it. Any such determination permitting the resignation of the Servicer
shall be evidenced by an Opinion of Counsel for the Servicer to such effect
addressed and 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 Sections
7.02 and 7.03.

         Notwithstanding the foregoing:

                  a. Any person into which the Servicer may be merged or
         consolidated, or any corporation resulting from any merger, conversion
         or consolidation to which the Servicer shall be a party, or any Person
         succeeding to the business of the Servicer, shall be the successor of
         the Servicer hereunder, without the execution or filing of any paper or
         any further act on the part of any of the parties hereto, anything
         herein to the contrary notwithstanding; provided, however, that the
         successor or surviving Person to the Servicer shall satisfy the
         criteria set forth in the definition of an Eligible Servicer. The
         Servicer shall promptly notify Standard & Poor's and Moody's of any
         such merger to which it is a party.

                  b. Conseco Finance Corp., if it is the Servicer, may delegate
         some or all of its servicing duties to a wholly owned subsidiary of
         Conseco Finance Corp., for so long as said subsidiary remains, directly
         or indirectly, a wholly owned subsidiary of Conseco Finance Corp.
         Notwithstanding any such delegation Conseco Finance Corp. shall retain
         all of the rights and obligations of the Servicer hereunder.

         SECTION 12.02.  Maintenance of Office or Agency.

         The Trustee will maintain in St. Paul, Minnesota, an office or agency
where Certificates may be surrendered for registration of transfer or exchange
and where notices and demands to or upon the Trustee in respect of the
Certificates and this Agreement may be served. On the date hereof the Trustee's
office for such purposes is located at 180 East Fifth Street, St. Paul,
Minnesota 55101 Attention: Tamara Schultz-Fugh. The Trustee will give prompt
written notice to Certificateholders of any change in the location of the
Certificate Register or any such office or agency.


                                      12-1
<PAGE>

         SECTION 12.03.  Termination.

         a. This Agreement shall terminate (after distribution of all amounts
due to Certificateholders pursuant to Sections 8.01 and 8.03) on the earlier of
(a) the Remittance Date on which the Pool Scheduled Principal Balance is reduced
to zero and all amounts payable to Certificateholders on such Remittance Date
have been distributed to Certificateholders or (b) the Remittance Date on which
the Class C Subisidiary Certificateholder purchases the Contracts pursuant to
Section 8.05; provided, that in no event shall the trust created hereby continue
beyond 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, living on the date hereof; and provided further, that
the Servicer's and the Originator's representations and warranties and
indemnities by the Originator and the Servicer shall survive termination.

         b. Notice of any termination, specifying the Final Remittance Date
(which shall be a date that would otherwise be a Remittance Date) upon which all
Certificateholders may surrender their Certificates to the Trustee for payment
of the final distribution and cancellation, shall be given promptly by the
Trustee (upon direction by the Originator ten days prior to the date such notice
is to be mailed) by letter to Standard & Poor's, Moody's and the
Certificateholders mailed no later than the fifth Business Day of the month of
the Final Remittance Date specifying (1) the Final Remittance Date upon which
final payment on the Certificates will be made upon presentation and surrender
of Certificates at the office or agency of the Trustee therein designated; (2)
the amount of any such final payment; and (3) that the Record Date otherwise
applicable to such Remittance Date is not applicable, payments being made only
upon presentation and surrender of the Certificates at the office or agency of
the Trustee therein specified. Any notice of purchase of Contracts by the
Originator or the Servicer pursuant to Section 8.05 shall constitute the
adoption by the Trustee on behalf of the Certificateholders of a plan of
complete liquidation of the Subsidiary REMIC and the Master REMIC within the
meaning of Section 860F of the Code on the date such notice is given when signed
by the Trustee. Each such notice shall, to the extent required by the REMIC
Provisions or other applicable law, be signed on behalf of the Subsidiary REMIC
and the Master REMIC by the Trustee. The Trustee shall give such notice to the
Certificate Registrar at the time such notice is given to the
Certificateholders. In the event such notice is given in connection with the
sale of the Contracts pursuant to Section 8.05, the Class C Subsidiary
Certificateholder or the Trustee, as applicable, shall deposit in the
Certificate Account on the Final Remittance Date in immediately available funds
an amount equal to the above-described purchase price and upon such deposit
Certificateholders will be entitled to the amount of such purchase price but not
amounts in excess thereof, all as provided herein. Upon certification to the
Trustee by a Servicing Officer, following such final deposit the Trustee shall
promptly release to the purchaser of the Contracts pursuant to Section 8.05 the
Contract Files for the remaining Contracts, and the Trustee shall execute all
assignments, endorsements and other instruments necessary to effectuate such
transfer.

         c. Upon presentation and surrender of the Certificates, the Trustee
shall cause to be distributed from the Certificate Account, in the following
order of priority, to Certificateholders on the Final Remittance Date in
proportion to their respective Percentage Interests an amount equal to (i) as to
Class A Certificates, the Class A-1 Principal Balance, together with any Unpaid

                                      12-2
<PAGE>

Class A-1 Interest Shortfall and one month's interest at the related Remittance
Rate on the related Class, respectively (calculated in the manner specified in
Section 1.03), (ii) as to Class M-1 Certificates, the Class M-1 Principal
Balance together with any Unpaid Class M-1 Interest Shortfall, any Unpaid Class
M-1 Liquidation Loss Interest Shortfall and one month's interest at the Class
M-1 Remittance Rate on the Class M-1 Principal Balance, (iii) as to Class M-2
Certificates, the Class M-2 Principal Balance together with any Unpaid Class M-2
Interest Shortfall, any Unpaid Class M-2 Liquidation Loss Interest Shortfall and
one month's interest at the Class M-2 Remittance Rate on the Class M-2 Principal
Balance, (iv) as to Class B-1 Certificates, the Class B-1 Principal Balance
together with any Unpaid Class B-1 Interest Shortfall, any Unpaid Class B-1
Liquidation Loss Interest Shortfall and one month's interest at the Class B-1
Remittance Rate on the Class B-1 Principal Balance, (v) as to Class B-2
Certificates, the Class B-2 Principal Balance together with any Unpaid Class B-2
Interest Shortfall and one month's interest at the Class B-2 Remittance Rate on
the Class B-2 Principal Balance, (vi) as to Class B-3I Certificates, any Unpaid
Class B-3I Shortfall, and (vii) as to Class C Master Certificates, the amount
which remains on deposit in the Certificate Account (other than amounts retained
to meet claims) after application pursuant to clauses (i)-(vi) above; provided
that any Guarantee Payment deposited in the Certificate Account shall be
distributed only to the Class B-2 Certificateholders. The distribution on the
Final Remittance Date shall be in lieu of the distribution otherwise required to
be made on such Remittance Date in respect of each Class of Certificates.

         d. In the event that all of the Certificateholders do not surrender
their Certificates for cancellation within three months after the time specified
in the above-mentioned written notice, the Originator 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 three months after the second notice all the Certificates
shall not have been surrendered for cancellation, the Originator shall transfer
to itself all amounts remaining on deposit in the Certificate Account, to hold
in trust for Certificateholders who have not surrendered their Certificates for
cancellation, together with the final record list of Certificateholders, and the
Originator shall 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 which remain in trust hereunder.

         e. Each Certificateholder hereby irrevocably approves and appoints the
Trustee as its attorney-in-fact for the purposes of adoption of the plan of
complete liquidation.

         SECTION 12.04.  Acts of Certificateholders.

         a. Except as otherwise specifically provided herein, whenever
Certificateholder approval, authorization, direction, notice, consent, waiver or
other action is required hereunder, such approval, authorization, direction,
notice, consent, waiver or other action shall be deemed to have been given or
taken on behalf of, and shall be binding upon, all Certificateholders if agreed
to by Holders of Certificates of the specified Class or Classes evidencing, as
to each such Class, Percentage Interests aggregating 51% or more.


                                      12-3
<PAGE>

         b. Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Agreement to be given or taken by
Certificateholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Certificateholders in person or by
agent 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 required, to the Servicer. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Agreement and (subject to Section 11.01)
conclusive in favor of the Trustee, the Servicer and the Originator if made in
the manner provided in this Section.

         c. The fact and date of the execution by any Certificateholder of any
such instrument or writing may be proved in any reasonable manner which the
Trustee deems sufficient.

         d. The ownership of Certificates shall be proved by the Certificate
Register.

         e. Any request, demand, authorization, direction, notice, consent,
waiver or other act by a Certificateholder shall bind every holder of every
Certificate issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof, in respect of anything done, or omitted to be done
by the Trustee, the Servicer or the Originator in reliance thereon, whether or
not notation of such action is made upon such Security.

         f. The Trustee may require such additional proof of any matter referred
to in this Section as it shall deem necessary.

         SECTION 12.05.  Calculations.

         Except as otherwise provided in this Agreement, all interest rate and
basis point calculations under this Agreement will be made on the basis of a
360-day year and twelve 30-day months and will be carried out to at least three
decimal places.

         SECTION 12.06.  Assignment or Delegation by Originator.

         Except as specifically authorized hereunder, and except for its
obligations as Servicer which are dealt with under Article V and Article VII,
the Originator may not convey and assign or delegate any of its rights or
obligations hereunder absent the prior written consent of Holders of
Certificates of each Class evidencing, as to each such Class, Percentage
Interests aggregating 66 2/3% or more, and any attempt to do so without such
consent shall be void. It is understood that the foregoing does not prohibit the
pledge or assignment by the Originator of any right to payment pursuant to
Article VIII.

         Notwithstanding the foregoing, any person into which the Originator may
be merged or consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Originator shall be a party, or any
Person succeeding to the business of the Originator, shall be the successor of
the Originator hereunder, without the execution or filing of any paper or any
further act on the part of any of the parties hereto, anything herein to the
contrary

                                      12-4
<PAGE>

notwithstanding. The Originator shall promptly notify Standard & Poor's and
Moody's of any such merger to which it is a party.

         SECTION 12.07.  Amendment.

         a. This Agreement may be amended from time to time by the Originator,
the Servicer and the Trustee, without the consent of any of the
Certificateholders, to correct manifest error, to cure any ambiguity, to correct
or supplement any provisions herein which may be inconsistent with any other
provisions herein, as the case may be, to make such changes as are necessary to
maintain the status of each of the Subsidiary REMIC and the Master REMIC as a
"real estate mortgage investment conduit" under the REMIC Provisions of the Code
or to otherwise effectuate the benefits of such status to the Subsidiary REMIC,
the Master REMIC and the Certificateholders, including, without limitation, to
implement any provision permitted by law that would enable a REMIC to avoid the
imposition of any tax, to add or amend any provision as required by Standard &
Poor's, Moody's, or any other nationally recognized statistical rating
organization in order to improve or maintain the rating of any Class of Class
A-1 Certificates, Class M Certificates or Class B Certificates, or to make any
other provisions with respect to matters or questions arising under this
Agreement that shall not be inconsistent with the provisions of this Agreement;
provided, however, that such action shall not, as evidenced by an Opinion of
Counsel for the Company, adversely affect in any material respect the interests
of any Certificateholder.

         b. This Agreement may also be amended from time to time by the
Servicer, the Originator and the Trustee, with the consent of Holders of
Certificates of each Class affected thereby evidencing, as to each such Class,
Percentage Interests aggregating 51% or more, 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, however, that no such amendment shall (a) reduce
in any manner the amount of, or delay the timing of, collections of payments on
the Contracts or distributions which are required to be made on any Certificate,
(b) reduce the aforesaid percentage required to consent to any such amendment,
without the consent of the holders of all Certificates then outstanding, (c)
result in the disqualification of the either the Subsidiary REMIC or the Master
REMIC as a REMIC under the Code, (d) adversely affect the status of either the
Subsidiary REMIC or the Master REMIC as a REMIC or the status of the Regular
Certificates as "regular interests" in the Master REMIC or (e) cause any tax
(other than any tax imposed on "net income from foreclosure property" under
Section 860G(c)(1) of the Code that would be imposed without regard to such
amendment) to be imposed on the Trust, including, without limitation, any tax
imposed on "prohibited transactions" under Section 860F(a)(1) of the Code or on
"contributions after the startup date" under Section 860G(d)(1) of the Code.
This Agreement may not be amended without the consent of all Class C
Certificateholders, for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Agreement which would
modify in any manner the rights of the Class C Certificateholders.

         c. This Agreement shall not be amended under this Section without the
consent of 100% of Certificateholders if such amendment would result in the
disqualification of either Subsidiary REMIC or the Master REMIC as a REMIC under
the Code.

                                      12-5
<PAGE>

         d. Concurrently with the solicitation of any consent pursuant to this
Section 12.07, the Trustee shall furnish written notification to Standard &
Poor's and Moody's of such solicitation. Promptly after the execution of any
amendment pursuant to this Section 12.07, the Trustee shall furnish written
notification of the substance of such amendment to Standard & Poor's, Moody's
and each Certificateholder.

         e. It shall not be necessary for the consent of Certificateholders
under this Section 12.07 to approve the particular form of any proposed
amendment, but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by Certificateholders shall be subject to
such reasonable requirements as the Trustee may prescribe.

         f. 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
this Agreement or otherwise.

         g. In connection with any amendment pursuant to this Section, the
Trustee shall be entitled to receive an unqualified Opinion of Counsel to the
Servicer to the effect that such amendment is authorized or permitted by the
Agreement.

         h. In the absence of the consent described in subsection (c) of this
Section, in connection with any amendment pursuant to this Section, the Trustee
shall have received an unqualified Opinion of Counsel, the expense of which
shall not be an expense of the Trust, stating that any such amendment (i) will
not adversely affect the status of the Subsidiary REMIC or the Master REMIC as a
REMIC or the status of the Regular Certificates as "regular interests" in the
Master REMIC, and (ii) will not cause any tax (other than any tax imposed on
"net income from foreclosure property" under Section 860G(c)(1) of the Code that
would be imposed without regard to such amendment) to be imposed on the Trust,
including, without limitation, any tax imposed on "prohibited transactions"
under Section 860F(a)(1) of the Code or on "contributions after the startup
date" under Section 860G(d)(1) of the Code.

         i. Upon the execution of any amendment or consent pursuant to this
Section 12.07, this Agreement shall be modified in accordance therewith, and
such amendment or consent shall form a part of this Agreement for all purposes,
and every Certificateholder hereunder shall be bound thereby.


                                      12-6
<PAGE>

         SECTION 12.08.  Notices.

         All communications and notices pursuant hereto to the Servicer, the
Originator and the Trustee shall be in writing and delivered or mailed to it at
the appropriate following address:

         If to the Seller:

                  Conseco Finance Securitizations Corp.
                  300 Landmark Towers
                  345 St. Peter Street
                  St. Paul, Minnesota 55102-1639
                  Attention: Chief Financial Officer
                  Telecopier Number:  (651) 293-5746

         If to the Originator, the Guarantor:

                  Conseco Finance Corp.
                  1100 Landmark Towers
                  345 St. Peter Street
                  St. Paul, Minnesota  55102-1639
                  Attention:  Chief Financial Officer
                  Telecopier Number:  (651) 293-5746

         If to the Trustee:

                  U.S. Bank National Association
                  180 East Fifth Street
                  St. Paul, Minnesota  55101
                  Attention: Tamara Schultz-Fugh
                  Telecopier Number:  (651) 244-0089

         If to Standard & Poor's:

                  Standard & Poor's Rating Services,
                    a division of The McGraw-Hill Companies, Inc.
                  55 Water Street, 40th Floor
                  New York, New York 10041
                  Attention:  Asset Backed Securities Surveillance Group
                  Telecopier Number:  (212) 208-1582


                                      12-7
<PAGE>

         If to Moody's:

                  Moody's Investors Service, Inc.
                  99 Church Street
                  New York, New York 10004
                  Attention: Structured Financing, Manufactured Housing
                             Surveillance Group
                  Telecopier Number: (212) 553-4948

or at such other address as the party may designate by notice to the other
parties hereto, which notice shall be effective when received.

         All communications and notices pursuant hereto to a Certificateholder
shall be in writing and delivered or mailed at the address shown in the
Certificate Register.

         SECTION 12.09.  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 12.10.  Headings.

         The headings herein are for purposes of reference only and shall not
otherwise affect the meaning or interpretation of any provision hereof.

         SECTION 12.11.  Governing Law.

         This Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Minnesota.

                                      12-8
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their respective officers thereunto duly authorized this 30th
day of November, 1999.

                                     CONSECO FINANCE CORP.


                                     By   /s/ Phyllis A. Knight
                                       -----------------------------------------
                                       Phyllis A. Knight
                                       Senior Vice President and Treasurer



                                     CONSECO FINANCE SECURITIZATIONS CORP.

                                     By   /s/ Phyllis A. Knight
                                       -----------------------------------------
                                       Phyllis A. Knight
                                       Senior Vice President and Treasurer



                                       U.S. BANK NATIONAL ASSOCIATION
                                       not in its individual capacity but
                                         solely as Trustee


                                       By   /s/ Laurie A. Howard
                                         ---------------------------------------
                                         Laurie A. Howard
                                         Vice President

                                      12-9
<PAGE>

                                                                       EXHIBIT A

                          FORM OF Class A-1 CERTIFICATE

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE.

THE CERTIFICATE (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER
REPRESENTS THAT (1) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE 1933 ACT); (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE
TRANSFER THE NOTE EVIDENCED HEREBY EXCEPT TO (A) CONSECO FINANCE CORP. OR ANY
SUBSIDIARY THEREOF, (B) A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE 1933 ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE 1933 ACT (IF APPLICABLE) OR IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, OR (D)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, AND, IN EACH
CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THE CERTIFICATE EVIDENCED HEREBY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFER IS
PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH
TO THE TRUSTEE SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT.

                                       A-1
<PAGE>

Class A-1                                      No.
(Senior)

Cut-off Date:  as defined in the               Remittance Rate:  7.36%
Pooling and Servicing Agreement                Denomination:  $___________
dated as of November 1, 1999

First Remittance Date:                         Aggregate Denomination of
January 3, 2000                                All Class A-1-[1]
                                               Certificates:  $___________

Servicer:                                      Maturity Date: July 1, 2031
Conseco Finance Corp                           (or if such day is not a
                                               Business Day, then the next
                                               succeeding Business Day)

                                               CUSIP:  _____


                          MANUFACTURED HOUSING CONTRACT
                  SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES,
                        SERIES 1999-6, Class A-1 (SENIOR)


         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN
CONSECO FINANCE CORP. OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH
IN THE AGREEMENT.

         This certifies that Cede & Co. is the registered owner of the undivided
Percentage Interest represented by the original principal amount set forth above
in Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate
Trust 1999-6 (the "Trust"), which includes among its assets a pool of
manufactured housing installment sale contracts and installment loan agreements
(including, without limitation, all related security interests and any and all
rights to receive payments which are due pursuant thereto on or after the
applicable Cut-off Date. The Trust has been created pursuant to a Pooling and
Servicing Agreement (the "Agreement"), dated as of November 1, 1999, among
Conseco Finance Corp., as Originator, Servicer and Guarantor (the "Originator"),
Conseco Finance Securitizations Corp., as Seller (the "Seller"), and U.S. Bank
National Association, as Trustee of the Trust (the "Trustee"). This Certificate
is one of the Certificates described in the Agreement and is issued pursuant and
subject to the Agreement. By acceptance of this Certificate the holder assents
to and becomes bound by the Agreement. To the extent not defined herein, all
capitalized terms have the meanings assigned to such terms in the Agreement.

         The Agreement contemplates, subject to its terms, payment on the first
day (or if such day is not a Business Day, the next succeeding Business Day)
(the "Remittance Date") of each month commencing in January 2000, so long as the
Agreement has not been terminated, by check (or, if such Certificateholder holds
a Class A-1 Certificates with an aggregate Percentage Interest of at least 5%
and so desires, by wire transfer pursuant to instructions delivered to the
Trustee at least 10 days

                                       A-2
<PAGE>

prior to such Remittance Date) to the registered Certificateholder at the
address appearing on the Certificate Register as of the Business Day immediately
preceding such Remittance Date, in an amount equal to the Certificateholder's
Percentage Interest of the portion of the Class A-1 Distribution Amount to be
distributed to such Class A-1 Certificates. The Maturity Date of this
Certificate is July 1, 2031 or the next succeeding Business Day if such July 1
is not a Business Day.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds in the Certificate Account to the extent
available for distribution to the Certificateholder as provided in the Agreement
for payment hereunder and that the Trustee in its individual capacity is not
personally liable to the Certificateholder for any amounts payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement. By acceptance of this Certificate,
the Certificateholder agrees to disclosure of his, her or its name and address
to other Certificateholders under the conditions specified in the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and immunities of the Trustee. Copies of the Agreement
and all amendments thereto will be provided to any Certificateholder free of
charge upon a written request to the Trustee.

         As provided in the Agreement and subject to the limitations set forth
therein, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Trustee in
St. Paul, Minnesota, accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the
holder thereof or his or her attorney duly authorized in writing, and thereupon
one or more new Certificates evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

         [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
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.]

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

                                       A-3
<PAGE>

         IN WITNESS WHEREOF, Manufactured Housing Contract Senior/ Subordinate
Pass- Through Certificate Trust 1999-6 has caused this Certificate to be duly
executed by the manual signature of a duly authorized officer of the Trustee.

Dated:                                 MANUFACTURED HOUSING CONTRACT
                                       SENIOR/SUBORDINATE
                                       PASS-THROUGH CERTIFICATE
                                       TRUST 1999-6



                                       By   U.S. BANK NATIONAL ASSOCIATION


                                       By
                                         ------------------------------------
                                          Authorized Signatory

                                       A-4
<PAGE>

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________________________ the within Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificate and does hereby irrevocably
constitute and appoint ______________________________ Attorney to transfer the
said certificate on the Certificate Register maintained by the Trustee, with
full power of substitution in the premises.

Dated:                                               By
                                                       -------------------------
                                                       Signature

                                       A-5
<PAGE>

                                                                       EXHIBIT B


                       FORM OF CLASS M-[1][2] CERTIFICATE


         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE.

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Class A-1
CERTIFICATES [AND THE CLASS M-1 CERTIFICATES] AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE MAY NOT BE RESOLD OR TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 9.02 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

[THE CERTIFICATE (OR ITS PREDECESSOR) EVIDENCED HEREBY HAS NOT BEEN REGISTERED
UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT") OR ANY STATE
SECURITIES LAWS, AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT AS SET
FORTH IN THE FOLLOWING SENTENCE. BY ITS ACQUISITION HEREOF, THE HOLDER
REPRESENTS THAT (1) IT IS A "QUALIFIED INSTITUTIONAL BUYER" (AS DEFINED IN RULE
144A UNDER THE 1933 ACT); (2) AGREES THAT IT WILL NOT RESELL OR OTHERWISE
TRANSFER THE NOTE EVIDENCED HEREBY EXCEPT TO (A) CONSECO FINANCE CORP. OR ANY
SUBSIDIARY THEREOF, (B) A QUALIFIED INSTITUTIONAL BUYER IN COMPLIANCE WITH RULE
144A UNDER THE 1933 ACT, (C) PURSUANT TO THE EXEMPTION FROM REGISTRATION
PROVIDED BY RULE 144 UNDER THE 1933 ACT (IF APPLICABLE) OR IN ACCORDANCE WITH
ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE 1933 ACT, OR (D)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, AND, IN EACH
CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAW OF ANY STATE OF THE
UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (3) AGREES THAT IT WILL
DELIVER TO EACH PERSON TO WHOM THE CERTIFICATE EVIDENCED HEREBY IS TRANSFERRED A
NOTICE SUBSTANTIALLY TO THE EFFECT OF THIS LEGEND. IF THE PROPOSED TRANSFER IS
PURSUANT TO CLAUSE 2(C) ABOVE, THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH
TO THE TRUSTEE SUCH CERTIFICATIONS, LEGAL OPINIONS OR OTHER INFORMATION AS IT
MAY REASONABLY REQUIRE TO CONFIRM THAT SUCH TRANSFER IS BEING MADE PURSUANT TO
AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT.]

                                       B-1
<PAGE>

Class M-[1][2]                           No.
(Subordinate)




Cut-off Date:  as defined in the         Remittance Rate:  Floating Rate equal
Pooling and Servicing Agreement          to the Weighted Average Contract Rate
dated as of November 1, 1999             (subject to a maximum of ______%)

First Remittance Date:                   Denomination:  $_____________
January 3, 2000
                                         Aggregate Denomination of
                                         All Class M-[1][2] Certificates:
Servicer:                                $----------------
Conseco Finance Corp.
                                         Maturity Date:  July 1, 2031
                                         (or if such day is not a
                                         Business Day, then the next
                                         succeeding Business Day)

                                         CUSIP:  _____



                          MANUFACTURED HOUSING CONTRACT
                  SENIOR/SUBORDINATE PASS-THROUGH CERTIFICATES,
                   SERIES 1999-6, CLASS M-[1][2] (SUBORDINATE)


         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN
CONSECO FINANCE CORP. OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH
IN THE AGREEMENT.

         This certifies that Cede & Co. is the registered owner of the undivided
Percentage Interest represented by the original principal amount set forth above
in Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate
Trust 1999-6 (the "Trust"), which includes among its assets a pool of
manufactured housing installment sale contracts and installment loan agreements
(including, without limitation, all related security interests and any and all
rights to receive payments which are due pursuant thereto on or after the
applicable Cut-off Date. The Trust has been created pursuant to a Pooling and
Servicing Agreement (the "Agreement"), dated as of November 1, 1999 among
Conseco Finance Corp., as Originator, Servicer and Guarantor (the "Originator"),
Conseco Finance Securitizations Corp., as Seller (the "Seller"), and U.S. Bank
National Association, as Trustee of the Trust (the "Trustee"). This Certificate
is one of the Certificates described in the Agreement and is issued pursuant and
subject to the Agreement. By acceptance of this Certificate the holder assents
to and becomes bound by the Agreement. To the extent not defined herein, all
capitalized terms have the meanings assigned to such terms in the Agreement.


                                       B-2
<PAGE>

         The Agreement contemplates, subject to its terms, payment on the first
day (or if such day is not a Business Day, the next succeeding Business Day)
(the "Remittance Date") of each month commencing in January 2000, so long as the
Agreement has not been terminated, by check (or, if such Certificateholder holds
a Class M-[1][2] Certificate with an aggregate Percentage Interest of at least
5% and so desires, by wire transfer pursuant to instructions delivered to the
Trustee at least 10 days prior to such Remittance Date) to the registered
Certificateholder at the address appearing on the Certificate Register as of the
Business Day immediately preceding such Remittance Date, in an amount equal to
the Certificateholder's Percentage Interest of the portion of the Class
[M-1/M-2] Distribution Amount for such Remittance Date. The Maturity Date of
this Certificate is July 1, 2031 or the next succeeding Business Day if such
July 1 is not a Business Day.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds in the Certificate Account to the extent
available for distribution to the Certificateholder as provided in the Agreement
for payment hereunder and that the Trustee in its individual capacity is not
personally liable to the Certificateholder for any amounts payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement. By acceptance of this Certificate,
the Certificateholder agrees to disclosure of his, her or its name and address
to other Certificateholders under the conditions specified in the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and immunities of the Trustee. Copies of the Agreement
and all amendments thereto will be provided to any Certificateholder free of
charge upon a written request to the Trustee.

         As provided in the Agreement and subject to the limitations set forth
therein, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Trustee in
St. Paul, Minnesota, accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the
holder thereof or his or her attorney duly authorized in writing, and thereupon
one or more new Certificates evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

         [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
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.]

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

                                       B-3
<PAGE>

         IN WITNESS WHEREOF, Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificate Trust 1999-6 has caused this Certificate to be duly
executed by the manual signature of a duly authorized officer of the Trustee.

Dated:                              MANUFACTURED HOUSING CONTRACT
                                    SENIOR/SUBORDINATE
                                    PASS-THROUGH CERTIFICATE
                                    TRUST 1999-6



                                    By   U.S. BANK NATIONAL ASSOCIATION


                                    By
                                      ------------------------------------
                                       Authorized Signatory

                                       B-4
<PAGE>

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _____________________________ the within Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificate and does hereby irrevocably
constitute and appoint _____________________________ Attorney to transfer the
said certificate on the Certificate Register maintained by the Trustee, with
full power of substitution in the premises.

Dated:                                               By
                                                       -------------------------
                                                        Signature

                                       B-5
<PAGE>

                                                                     EXHIBIT C-1

                       FORM OF CLASS B-[1][2] CERTIFICATE


         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE.

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Class A-1
CERTIFICATES, THE CLASS M-1 CERTIFICATES [,] [AND] THE CLASS M-2 CERTIFICATES
[AND THE CLASS B-1 CERTIFICATES] AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE MAY NOT BE RESOLD OR TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 9.02 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.


Class B-[1][2]                          No.
(Subordinate)


Cut-off Date:  as defined in the        Remittance Rate:  Floating Rate equal
Pooling and Servicing Agreement         to the Weighted Average Contract Rate
dated as of November 1, 1999            (subject to a maximum of  ____%)
                                        Denomination:  $___________
First Remittance Date:
January 3, 2000                         Aggregate Denomination of
                                        All Class B-[1][2] Certificates:
                                        $-----------
Servicer:
Conseco Finance Corp.                   Maturity Date:  July 1, 2031
                                        (or if such day is not a
                                        Business Day, then the next
                                        succeeding Business Day)

                                        CUSIP:  _____




                MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
     PASS-THROUGH CERTIFICATES, SERIES 1999-6, CLASS B-[1][2] (SUBORDINATE)



                                      C-1-1
<PAGE>

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN
CONSECO FINANCE CORP. OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH
IN THE AGREEMENT.

         This certifies that Cede & Co. is the registered owner of the undivided
Percentage Interest represented by the original principal amount set forth above
in Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate
Trust 1999-6 (the "Trust"), which includes among its assets a pool of
manufactured housing installment sale contracts and installment loan agreements
(including, without limitation, all related security interests and any and all
rights to receive payments which are due pursuant thereto on or after the
applicable Cut-off Date. The Trust has been created pursuant to a Pooling and
Servicing Agreement (the "Agreement"), dated as of November 1, 1999, among
Conseco Finance Corp., as Originator, Servicer and Guarantor (the "Originator"),
Conseco Finance Securitizations Corp., as Seller (the "Seller"), and U.S. Bank
National Association, as Trustee of the Trust (the "Trustee"). This Certificate
is one of the Certificates described in the Agreement and is issued pursuant and
subject to the Agreement. By acceptance of this Certificate the holder assents
to and becomes bound by the Agreement. To the extent not defined herein, all
capitalized terms have the meanings assigned to such terms in the Agreement.

         The Agreement contemplates, subject to its terms, payment on the first
day (or if such day is not a Business Day, the next succeeding Business Day)
(the "Remittance Date") of each month commencing in January 3, 2000 so long as
the Agreement has not been terminated, by check (or, if such Certificateholder
holds a Class of Class B Certificates with an aggregate Percentage Interest of
at least 5% and so desires, by wire transfer pursuant to instructions delivered
to the Trustee at least 10 days prior to such Remittance Date) to the registered
Certificateholder at the address appearing on the Certificate Register as of the
Business Day immediately preceding such Remittance Date, in an amount equal to
the Certificateholder's Percentage Interest of the Class [B-1/B-2] Distribution
Amount for such Remittance Date. The Maturity Date of this Certificate is July
1, 2031, or the next succeeding Business Day if such July 1 is not a Business
Day.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds in the Certificate Account [and the
Limited Guarantee of Conseco Finance Corp.] to the extent available for
distribution to the Certificateholder as provided in the Agreement for payment
hereunder and that the Trustee in its individual capacity is not personally
liable to the Certificateholder for any amounts payable under this Certificate
or the Agreement or, except as expressly provided in the Agreement, subject to
any liability under the Agreement. By acceptance of this Certificate, the
Certificateholder agrees to disclosure of his, her or its name and address to
other Certificateholders under the conditions specified in the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and immunities of the Trustee. Copies of the Agreement
and all amendments thereto will be provided to any Certificateholder free of
charge upon a written request to the Trustee.

         As provided in the Agreement and subject to the limitations set forth
therein, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender

                                      C-1-2
<PAGE>

of this Certificate for registration of transfer at the office or agency
maintained by the Trustee in St. Paul, Minnesota, accompanied by a written
instrument of transfer in form satisfactory to the Trustee and the Certificate
Registrar duly executed by the holder thereof or his or her attorney duly
authorized in writing, and thereupon one or more new Certificates evidencing the
same aggregate Percentage Interest will be issued to the designated transferee
or transferees.

         [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
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.]

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

                                      C-1-3
<PAGE>

         IN WITNESS WHEREOF, Manufactured Housing Contract Senior/ Subordinate
Pass-Through Certificate Trust 1999-6 has caused this Certificate to be duly
executed by the manual signature of a duly authorized officer of the Trustee.

Dated:                                  MANUFACTURED HOUSING CONTRACT
                                        SENIOR/SUBORDINATE
                                        PASS-THROUGH CERTIFICATE
                                        TRUST 1999-6


                                        By   U.S. BANK NATIONAL ASSOCIATION


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

                                      C-1-4
<PAGE>

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________________________ the within Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificate and does hereby irrevocably
constitute and appoint ______________________________ Attorney to transfer the
said certificate on the Certificate Register maintained by the Trustee, with
full power of substitution in the premises.

Dated:                                               By
                                                       -------------------------
                                                        Signature

                                      C-1-5
<PAGE>

                                                                     EXHIBIT C-2

                         FORM OF CLASS B-3I CERTIFICATE




         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"REGULAR INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL REVENUE
CODE.

         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Class A-1
CERTIFICATES, THE CLASS M CERTIFICATES AND THE CLASS B CERTIFICATES AS DESCRIBED
IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 9.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

Class B-3I                              No. ___
(Subordinate)


Cut-off Date:  as defined in the        Percentage Interest:  _____%
Pooling and Servicing Agreement
dated as of November 1, 1999

First Remittance Date:                  Maturity Date:
January 3, 2000                         July 1, 2031
                                        (or if such day is not a
                                        Business Day, then the next
Servicer:                               succeeding Business Day)
Conseco Finance Corp.





                MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
       PASS-THROUGH CERTIFICATES, SERIES 1999-6, CLASS B-3I (SUBORDINATE)



                                      C-2-1
<PAGE>

         THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN
CONSECO FINANCE CORP. OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH
IN THE AGREEMENT.

         This certifies that Green Tree Finance Corp.--Two is the registered
owner of the undivided Percentage Interest set forth above in Manufactured
Housing Contract Senior/Subordinate Pass- Through Certificate Trust 1999-6 (the
"Trust"), which includes among its assets a pool of manufactured housing
installment sale contracts and installment loan agreements (including, without
limitation, all related security interests and any and all rights to receive
payments which are due pursuant thereto on or after the applicable Cut-off Date.
The Trust has been created pursuant to a Pooling and Servicing Agreement (the
"Agreement"), dated as of November 1, 1999, among Conseco Finance Corp., as
Originator, Servicer and Guarantor (the "Originator"), Conseco Finance
Securitizations Corp., as Seller (the "Seller"), and U.S. Bank National
Association, as Trustee of the Trust (the "Trustee"). This Certificate is one of
the Certificates described in the Agreement and is issued pursuant and subject
to the Agreement. By acceptance of this Certificate the holder assents to and
becomes bound by the Agreement. To the extent not defined herein, all
capitalized terms have the meanings assigned to such terms in the Agreement.

         The Agreement contemplates, subject to its terms, payment on the first
day (or if such day is not a Business Day, the next succeeding Business Day)
(the "Remittance Date") of each related Due Period commencing in January 2000 so
long as the Agreement has not been terminated, by check (or, if such
Certificateholder holds Class B-3I Certificates with an aggregate Percentage
Interest of at least 5% and so desires, by wire transfer pursuant to
instructions delivered to the Trustee at least 10 days prior to such Remittance
Date) to the registered Certificateholder at the address appearing on the
Certificate Register as of the Business Day immediately preceding such
Remittance Date, in an amount equal to the Certificateholder's Percentage
Interest of the Class B-3I Distribution Amount for such Remittance Date. The
Maturity Date of this Certificate is July 1, 2031 or the next succeeding
Business Day if such July 1 is not a Business Day.

         THIS CERTIFICATE IS AN INTEREST ONLY CERTIFICATE.  THE HOLDER OF THIS
CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS OF PRINCIPAL WITH
RESPECT TO THE CONTRACTS.

         The Certificateholder, by its acceptance of this Certificate, agrees
that it will look solely to the funds in the Certificate Account to the extent
available for distribution to the Certificateholder as provided in the Agreement
for payment hereunder and that the Trustee in its individual capacity is not
personally liable to the Certificateholder for any amounts payable under this
Certificate or the Agreement or, except as expressly provided in the Agreement,
subject to any liability under the Agreement. By acceptance of this Certificate,
the Certificateholder agrees to disclosure of his, her or its name and address
to other Certificateholders under the conditions specified in the Agreement.

         This Certificate does not purport to summarize the Agreement and
reference is made to the Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds and duties evidenced hereby
and the rights, duties and immunities of the Trustee. Copies of the Agreement
and all amendments thereto will be provided to any Certificateholder free of
charge upon a written request to the Trustee.

                                      C-2-2
<PAGE>

         As provided in the Agreement and subject to the limitations set forth
therein, the transfer of this Certificate is registrable in the Certificate
Register of the Certificate Registrar upon surrender of this Certificate for
registration of transfer at the office or agency maintained by the Trustee in
St. Paul, Minnesota, accompanied by a written instrument of transfer in form
satisfactory to the Trustee and the Certificate Registrar duly executed by the
holder thereof or his or her attorney duly authorized in writing, and thereupon
one or more new Certificates evidencing the same aggregate Percentage Interest
will be issued to the designated transferee or transferees.

         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
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.

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

                                      C-2-3
<PAGE>

         IN WITNESS WHEREOF, Manufactured Housing Contract Senior/ Subordinate
Pass-Through Certificate Trust 1999-6 has caused this Certificate to be duly
executed by the manual signature of a duly authorized officer of the Trustee.

Dated:                                MANUFACTURED HOUSING CONTRACT
                                      SENIOR/SUBORDINATE
                                      PASS-THROUGH CERTIFICATE
                                      TRUST 1999-6


                                      By   U.S. BANK NATIONAL ASSOCIATION


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

                                      C-2-4
<PAGE>

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________________________ the within Manufactured Housing Contract
Senior/Subordinate Pass-Through Certificate and does hereby irrevocably
constitute and appoint ______________________________ Attorney to transfer the
said certificate on the Certificate Register maintained by the Trustee, with
full power of substitution in the premises.

Dated:                                               By
                                                       -------------------------
                                                        Signature

                                      C-2-5
<PAGE>

                                                                       EXHIBIT D

                               FORM OF ASSIGNMENT


         In accordance with the Pooling and Servicing Agreement (the
"Agreement") dated as of November 1, 1999 among Conseco Finance Corp., as
Originator, Servicer and Guarantor (the "Originator"), Conseco Finance
Securitizations Corp., as Seller (the "Seller") and U.S. Bank National
Association, as Trustee (the "Trustee"), the Originator and Seller does hereby
transfer, assign, set over and otherwise convey to the Trustee (i) all the
right, title and interest of the Company in and to the Initial and Additional
Contracts, including, without limitation, all right, title and interest in and
to the Collateral Security and all rights to receive payments on or with respect
to the Initial and Additional Contracts (other than the principal and interest
due on the Initial and Additional Contracts before the applicable Cut-off Date),
(ii) all rights under every Hazard Insurance Policy relating to a Manufactured
Home securing an Initial or Additional Contract for the benefit of the creditor
of such Initial or Additional Contract, (iii) all rights under all FHA/VA
Regulations pertaining to any Initial or Additional Contract that is an FHA/VA
Contract, (iv) all rights of the Seller under the Transfer Agreement, (v) the
proceeds from the Errors and Omissions Protection Policy and all rights under
any blanket hazard insurance policy to the extent they relate to the
Manufactured Homes, (vi) all documents contained in the Contract Files and the
Land-and-Home Contract Files relating to the Initial and Additional Contracts,
(vii) an amount equal to the difference between the aggregate Cut-off Date
Principal Balances of the Staged-Funding Contracts and the principal balance of
the Staged-Funding Contracts as of the Closing Date paid by the underwriters of
the Certificates to the Trust by order of the Company out of the proceeds of the
sale of the Certificates, (viii) amounts on deposit in the Capitalized Interest
Account and in the Pre-Funding Account, and (ix) all proceeds and products in
any way derived from any of the foregoing. Capitalized terms used herein but not
defined herein have the meanings assigned to them in the Agreement.

         This Assignment is made pursuant to and upon the representation and
warranties on the part of the undersigned contained in Article III of the
Agreement and no others.

         IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed this _____ day of November.

                                      [CONSECO FINANCE CORP.]
                                      [CONSECO FINANCE SECURITIZATIONS CORP.]


[Seal]                                By
                                        ----------------------------------------
                                        [Name]
                                        [Title]

                                       D-1
<PAGE>

                                                                       EXHIBIT E

                         FORM OF CERTIFICATE OF OFFICER


                             [CONSECO FINANCE CORP.]
                     [CONSECO FINANCE SECURITIZATIONS CORP.]

                              OFFICER'S CERTIFICATE

                  We, _________________________ hereby certify that we are the
duly elected _________________________________________________, respectively, of
[Conseco Finance Corp. ("Conseco Finance")] [Conseco Finance Securitizations
Corp. ("Conseco Securitizations")], and that as such we are duly authorized to
execute and deliver this Certificate on behalf of Conseco Finance and Conseco
Securitizations in connection with the Pooling and Servicing Agreement, dated as
of November 1, 9999 (the "Pooling and Servicing Agreement") among Conseco
Finance Corp., Conseco Finance Securitizations Corp. and U.S. Bank National
Association, as Trustee, and the Underwriting Agreement relating to the Class
A-1, Class M-1, Class M-2 and Class B Certificates, dated (the "Underwriting
Agreement"), among Conseco Finance Corp., Lehman Brothers Inc., Banc of America
Securities LLC, and Conseco Finance Securitizations Corp. (the "Underwriters")
(all capitalized terms used herein without definition having the respective
meanings specified in the Pooling and Servicing Agreement and the Underwriting
Agreement) and further certify as follows:

                  1. Attached hereto as Exhibits I and II, respectively, are
         true and correct copies of the [Certificate] [Articles] of
         Incorporation and [Restated] Bylaws of [Conseco Finance] [Conseco
         Securitizations], together with all amendments thereto, both of which
         are in full force and effect on the date hereof.

                  2.  No proceedings looking toward merger, liquidation,
         dissolution or bankruptcy of [Conseco Finance] [Conseco
         Securitizations] are pending or contemplated.

                  3. There is no litigation pending, or to our knowledge,
         threatened, which, if determined adversely to [Conseco Finance]
         [Conseco Securitizations], would affect adversely the sale of the
         Contracts, the execution, delivery or enforceability of the Pooling and
         Servicing Agreement and the Underwriting Agreement[, or the ability of
         Conseco Finance to service and administer the Contracts in accordance
         with the terms of the Pooling and Servicing Agreement].

                  4. Each person who, as an officer or representative of
         [Conseco Finance] [Conseco Securitizations], signed the Pooling and
         Servicing Agreement, the Underwriting Agreement, or any other document
         delivered prior hereto or on the date hereof in connection with the
         sale and servicing of the Contracts in accordance with the Pooling and
         Servicing Agreement or the Underwriting Agreement was at the time of
         such signing and is as of the date hereof duly elected or appointed,
         qualified and acting as such officer or representative, and the
         signatures of such persons appearing on such documents are their
         genuine signatures.


                                       E-1
<PAGE>

                  5. Neither the execution and delivery by [Conseco Finance]
         [Conseco Securitizations] of the Pooling and Servicing Agreement or the
         Underwriting Agreement, nor its compliance with the terms and
         provisions thereof, will conflict with, or result in a breach of, any
         of the terms of, or constitute a default under, any judgment, order,
         injunction or decree of any domestic court or governmental authority to
         which [Conseco Finance] [Conseco Securitizations] is subject or any
         indenture, agreement, contract or commitment to which [Conseco Finance]
         [Conseco Securitizations] is a party or by which it is bound, which
         conflict, breach or default presents a reasonable possibility of having
         a materially adverse effect on the business or operations of [Conseco
         Finance] [Conseco Securitizations]. No UCC-1 financing statements or
         statements of assignment listing [Conseco Finance] [Conseco
         Securitizations] as debtor and describing any of the Contracts as
         collateral other than the UCC-1 financing statement in favor of the
         Trustee, have been signed on behalf of [Conseco Finance] [Conseco
         Securitizations] and filed by any person after ______________ and prior
         to the date hereof.

                  6. Attached hereto as Exhibit IV is a certified true copy of
         the resolutions of the Board of Directors of [Conseco Finance] [Conseco
         Securitizations] (the "Resolutions") adopted with respect to the
         authorization of [Conseco Finance] [Conseco Securitizations] to take
         such actions and enter into such agreements as are necessary to sell
         and service the Contracts in accordance with the Pooling and Servicing
         Agreement and the Underwriting Agreement; said resolutions have not
         been amended, modified, annulled or revoked and are in full force and
         effect on the date hereof.

                  [7. The Registration Statement and the Prospectus, at the time
         the Registration Statement became effective did comply, and as of the
         date hereof comply, in all material respects with the requirements of
         the Securities Act of 1933, as amended (the "1933 Act") and the
         Regulations. The Registration Statement, at the time it became
         effective did not, and as of the date hereof does not, contain 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. The Prospectus as of the date thereof did not,
         and as of the date hereof does not, contain any untrue statement of a
         material fact or omit to state a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading; provided, however, that the
         representations and warranties in this subsection shall not apply to
         statements in, or omissions from, the Registration Statement or
         Prospectus made in reliance upon and in conformity with information
         furnished to [Conseco Finance] [Conseco Securitizations] in writing by
         the Underwriters expressly for use in the Registration Statement or
         Prospectus. The conditions to the use by [Conseco Finance] [Conseco
         Securitizations] of registration statement on Form S-3 under the 1933
         Act, as set forth in the General Instructions to Form S-3, have been
         satisfied with respect to the Registration Statement and the
         Prospectus. There are no contracts or documents of [Conseco Finance]
         [Conseco Securitizations] which are required to be filed as exhibits to
         the Registration Statement pursuant to the 1933 Act or the Regulations
         which have not been so filed.]

                  8. Each of the representations and warranties contained in
         Sections 3.01 and 3.05 of the Pooling and Servicing Agreement and
         Section 1 of the Underwriting Agreement


                                       E-2
<PAGE>

         is true and correct on and as of the date hereof. To the best of our
         knowledge, the representations and warranties of [Conseco Finance]
         [Conseco Securitizations] contained in Sections 3.02 and 3.03 of the
         Pooling and Servicing Agreement are true and correct on the date
         hereof.

                  9. [Conseco Finance] [Conseco Securitizations] has complied
         with all the agreements by which it is bound in connection with the
         transactions contemplated by the Pooling and Servicing Agreement and
         Underwriting Agreement, and has satisfied all the conditions on its
         part to be performed or satisfied prior to the Closing Date in
         connection with the transactions contemplated by the Pooling and
         Servicing Agreement and the Underwriting Agreement.

                  10. The Pooling and Servicing Agreement and the Underwriting
         Agreement have been duly executed by [Conseco Finance] [Conseco
         Securitizations] pursuant to and in compliance with the Resolutions.

                  11. No event with respect to [Conseco Finance] [Conseco
         Securitizations] has occurred or is continuing which would constitute
         an Event of Termination or an event that with notice or lapse of time
         or both would become an Event of Termination under the Pooling and
         Servicing Agreement.

          IN WITNESS WHEREOF, I have affixed hereunto my signature this ______
day of November, 1999.

                                         [CONSECO FINANCE CORP.]


                                         By  ________________________________
                                         [Name]
                                         [Title]


                                         [CONSECO FINANCE SECURITIZATIONS CORP.]


                                         By ______________________________
                                         [Name]
                                         [Title]


                                       E-3
<PAGE>

                                                                       EXHIBIT F

                  FORM OF OPINION OF COUNSEL FOR THE ORIGINATOR


         The opinion of Dorsey & Whitney LLP shall be to the effect that
(capitalized terms have the meanings set forth in the Pooling and Servicing
Agreement):

         1. The Originator is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Delaware, with corporate
power to execute, deliver and perform its obligations under the Pooling and
Servicing Agreement (including the Limited Guarantee contained therein). The
Originator is duly qualified to do business as a foreign corporation and is in
good standing in each jurisdiction in which the performance of its duties under
the Pooling and Servicing Agreement would require such qualification.

         2. The Pooling and Servicing Agreement has been duly authorized by all
requisite corporate action, duly executed and delivered by the Originator, and
constitutes the valid and binding obligations of the Originator enforceable in
accordance with their terms. The Certificates have been duly authorized by all
requisite corporate action and, when duly and validly executed by the Trustee in
accordance with the Pooling and Servicing Agreement, will be validly issued and
outstanding and entitled to the benefits of the Pooling and Servicing Agreement.

         3. No consent, approval, authorization or order of any state or federal
court or governmental agency or body is required to be obtained by the
Originator for the consummation of the transactions contemplated by the Pooling
and Servicing Agreement, except such as may be required under blue sky laws
under any jurisdiction in connection with the offering of the Regular
Certificates by the Underwriter pursuant to the Underwriting Agreement.

         4. The Pooling and Servicing Agreement is not required to be qualified
under the Trust Indenture Act of 1939, as now in effect, and the Trust is not
required to be registered as an investment company under the Investment Company
Act of 1940.

         5. Neither the transfer of the Contracts to the Trustee acting on
behalf of the Trust, nor the assignment of the Originator's security interest in
the related Manufactured Homes, nor the issuance or sale of the Certificates,
nor the execution and delivery of the Pooling and Servicing Agreement (including
the Limited Guarantee contained therein), nor the consummation of any other of
the transactions contemplated in the Pooling and Servicing Agreement, nor the
fulfillment of the terms of the Certificates or the Pooling and Servicing
Agreement by the Originator will conflict with, or result in a breach, violation
or acceleration of, or constitute a default under, any term or provision of the
Certificate of Incorporation or Bylaws of the Originator or of any indenture or
other agreement or instrument known to us to which the Originator is a party or
by which it is bound, or result in a violation of, or contravene the terms of
any statute, order or regulation, applicable to the Originator, of any court,
regulatory body, administrative agency or governmental body having jurisdiction
over it.



                                       F-1
<PAGE>

         6. There are no actions or proceedings pending or, to the best of our
knowledge, actions, proceedings or investigations pending or overtly threatened
against the Originator before any court, administrative agency or other tribunal
(A) asserting the invalidity of the Pooling and Servicing Agreement, the
Certificates, the hazard or flood insurance policies applicable to any Contracts
or the Errors and Omissions Protection Policy, (B) seeking to prevent the
issuance of the Certificates or the consummation of any of the transactions
contemplated by the Pooling and Servicing Agreement, (C) which is likely
materially and adversely to affect the performance by the Originator of its
obligations under, or the validity or enforceability of the Pooling and
Servicing Agreement, the Certificates, or (D) seeking adversely to affect the
federal income tax attributes of the Certificates described in the Prospectus
under the heading " Federal Income Tax Consequences."

         7. The transfer of the Initial and Additional Contracts to the Trust in
accordance with Section 2.01 of the Pooling and Servicing Agreement would not be
avoidable as a preferential transfer under Section 547 of the United States
Bankruptcy Code (11 U.S.C. ss. 547), as in effect on the date hereof, in the
event that the Originator became a debtor under the United States Bankruptcy
Code.

         8. Pursuant to the Pooling and Servicing Agreement the Seller has
transferred to the Trustee acting on behalf of the Trust all of the Originator's
right, title and interest in the Initial and Additional Contracts, free and
clear of any and all other assignments, encumbrances, options, rights, claims,
liens or security interests (except tax or possessory liens) that may affect the
right of the Trustee in and to such Contracts, and has delivered the
Land-and-Home Contract Files relating to the Initial and Additional Contracts to
the Trustee or its custodian. No filing or other action, other than the filing
of a financing statement on Form UCC-1 with the Secretary of State of the State
of Minnesota identifying the Contracts as collateral and naming the Originator
as debtor and the Trust as secured party, and the filing of continuation
statements as required by Section 4.02 of the Pooling and Servicing Agreement,
is necessary to perfect as against third parties the assignment of the Initial
and Additional Contracts by the Originator to the Trust. We have separately
provided you with our opinion concerning whether such assignment could be
recharacterized as a pledge rather than a sale in the event the Originator
became a debtor under the United States Bankruptcy Code. However, in the event
such assignment were characterized as a pledge securing a loan from the
Certificateholders to the Originator, it is our opinion that the Trustee would
be deemed to have a valid and perfected security interest in the Initial and
Additional Contracts and the proceeds thereof, which security interest would be
prior to any other security interest that may be perfected under the Uniform
Commercial Code as in effect in the State of Minnesota and over any "lien
creditor" (as defined in Minn. Stat. ss.336.9-301(3)) who becomes such after the
Closing Date, except that a subsequent purchaser of any Initial and Additional
Contract who gives new value and takes possession thereof in the ordinary course
of his business would have priority over the Trustee's security interest in such
Contract, if such purchaser acts without knowledge that such Contract was
subject to a security interest. We have assumed for the purposes of this opinion
that during the term of the Pooling and Servicing Agreement the Trustee, or its
custodian, shall maintain possession of the Land-and-Home Contract Files for the
purpose of perfecting the assignment to the Trustee of the Land-and-Home
Contracts.

     9. In reliance upon certain representations and warranties set forth in the
Pooling and Servicing Agreement and assuming that the Originator and the Trustee
comply with the requirements


                                       F-2
<PAGE>

of the Pooling and Servicing Agreement, including the filing of a proper
election, as of the date hereof each of the Subsidiary REMIC and the Master
REMIC created pursuant to the Pooling and Servicing Agreement will qualify as a
REMIC. Further, the Regular Certificates will evidence ownership of the "regular
interests" and the Class C Certificate will evidence ownership of the single
class of "residual interest" in the Master REMIC. For Minnesota income tax
purposes, and subject to the foregoing assumptions, and the provisions of
Minnesota law as of the date hereof, such Trust will not be subject to tax and
the income of such Trust will be taxable to the holders of interests therein,
all in accordance with the provisions of the Code concerning REMICs as amended
through December 31, 1998. Moreover, ownership of a Certificate will not be a
factor in determining whether such owner is subject to Minnesota income taxes.
Therefore, if the owner of a Certificate is not otherwise subject to Minnesota
income or franchise taxes in the State of Minnesota, such owner will not become
subject to such Minnesota taxes solely by virtue of owning a Certificate.

         10. The transfer of the Initial and Additional Contracts and the
proceeds thereof by the Seller to the Trustee on the date hereof pursuant to the
Pooling and Servicing Agreement would not be avoidable as a fraudulent transfer
under the Uniform Fraudulent Transfer Act as in effect in Minnesota on the date
hereof (Minn. Stat. ss.ss. 513.41 through 513.51), nor, should the Seller or the
Originator become a debtor under the United States Bankruptcy Code, as a
fraudulent transfer under Section 548 of the United States Bankruptcy Code (11
U.S.C. ss. 548) as in effect on the date hereof.


                                       F-3
<PAGE>

                                                                       EXHIBIT G

                        FORM OF TRUSTEE'S ACKNOWLEDGMENT


         U.S. Bank National Association, a national banking association, acting
as trustee (the "Trustee") of the trust created pursuant to the Pooling and
Servicing Agreement, dated as of November 1, 1999, among Conseco Finance Corp.
("Conseco Finance"), Conseco Finance Securitizations Corp. (the "Seller") and
the Trustee (the "Pooling and Servicing Agreement") (all capitalized terms used
herein without definition having the respective meanings specified in the
Pooling and Servicing Agreement), acknowledges, pursuant to Section 2.03 of the
Pooling and Servicing Agreement, that the Trustee has received and holds in
trust thereunder the following (i) all the right, title and interest in and to
the manufactured housing contracts identified on the list (the "Contracts")
[delivered pursuant to Section 2.02(a) of the Agreement] [delivered with the
Subsequent Transfer Instrument], including, without limitation, all right, title
and interest in and to the Collateral Security and all rights to receive
payments on or with respect to the Contracts (other than the principal and
interest due on the Contracts before the applicable Cut-off Date), (ii) all
rights under every Hazard Insurance Policy relating to a Manufactured Home
securing a Contract for the benefit of the creditor of such Contract, (iii) all
rights under all FHA/VA Regulations pertaining to any FHA/VA Contract, (iv) the
proceeds from the Errors and Omissions Protection Policy and all rights under
any blanket hazard insurance policy to the extent they relate to the
Manufactured Homes, (v) all rights under the Transfer Agreement dated November
__, 1999 between Conseco Finance and Seller, (vi) all documents contained in the
Contract Files and the Land-and-Home Contract Files, [(vii) $______  paid by the
underwriters of the Certificates to the Trust by order of the Seller pursuant to
Section 2.01(b) of the Pooling and Servicing Agreement out of the proceeds of
the sale of the Certificates,] (viii) amounts on deposit in the Capitalized
Interest Account and the Pre-Funding Account and (ix) all proceeds and products
in any way derived from any of the foregoing.

         The Trustee further acknowledges receipt of the Land-and-Home Contract
Files, and acknowledges that it will, within 90 days of the Closing Date,
conduct a cursory review of the Land- and-Home Contract Files and confirm that
each Land-and-Home Contract File included (a) an original copy of the
Land-and-Home Contract, (b) an original or a copy of a mortgage or deed of trust
or similar evidence of a lien on the real estate on which the related
Manufactured Home is situated, (c) the assignment of the Land-and-Home Contract
and the mortgage or deed of trust from the originator (if other than the Conseco
Finance) to the Conseco Finance, (d) if such Land-and- Home Contract was
originated by the Conseco Finance, an endorsement of such Land-and-Home Contract
by the Conseco Finance, (e) an assignment of the related Mortgage to the Trustee
or in blank, and (f) any extension, modification or waiver agreement(s), except
as noted on the document exception listing to be attached to such confirmation.
The Trustee will not otherwise review the Contracts and Land-and-Home Contract
Files for compliance with the terms of the Pooling and Servicing Agreement.

         The Trustee further acknowledges that the Trustee, directly or through
a custodian, will hold said rights, interests and proceeds in trust for the use
and benefit of all Certificateholders.


                                       G-1
<PAGE>

         IN WITNESS WHEREOF, U.S. Bank National Association, as Trustee, has
caused this acknowledgement to be executed by its duly authorized officer and
its corporate seal affixed hereto as of this day of November, 1999.

                                       U.S. BANK NATIONAL ASSOCIATION,
                                            as Trustee


                                       By _________________________________
                                            Name:  Laurie A. Howard
                                            Title: Vice President




                                       G-2
<PAGE>

                                                                       EXHIBIT H

                       FORM OF CUSTODIAN'S ACKNOWLEDGMENT


         U.S. Bank Trust National Association, a national banking association
(the "Custodian") acting as Custodian under a Custodial Agreement dated as of
November 1, 1999, between the Custodian and U.S. Bank National Association, as
Trustee (the "Trustee") (the "Custodial Agreement") under the Pooling and
Servicing Agreement dated as of November 1, 1999 among Conseco Finance Corp. as
Originator, Servicer and Guarantor (the "Originator"), Conseco Finance
Securitizations Corp., as Seller (the "Seller") and the Trustee, pursuant to
which the Custodian holds on behalf of the Trustee certain "Land-and-Home
Contract Files," as described in the Pooling and Servicing Agreement, hereby
acknowledges receipt of such Land-and-Home Contract Files. The Custodian further
acknowledges that it will, within 90 days of the date of the Custodial
Agreement, conduct a cursory review of the Land-and-Home Contract Files and
confirm to the Trustee and the Originator that each Land-and-Home Contract File
included (a) an original copy of the Land-and-Home Contract, (b) an original or
a copy of a mortgage or deed of trust or similar evidence of a lien on the real
estate on which the related Manufactured Home is situated, (c) the assignment of
the Land-and-Home Contract and the mortgage or deed of trust from the originator
(if other than the Conseco Finance Corp.) to Conseco Finance Corp., (d) if such
Land and Home Contract was originated by Conseco Finance Corp., an endorsement
of such Land-and-Home Contract by Conseco Finance Corp., (e) an assignment of
the related Mortgage to the Trustee or in blank, and (f) any extension,
modification or waiver agreement(s), except as noted on the document exception
listing to be attached to such confirmation. The Custodian will not otherwise
review the Contracts and Land-and-Home Contract Files for compliance with the
terms of the Pooling and Servicing Agreement.

         IN WITNESS WHEREOF, U.S. Bank Trust National Association has caused
this acknowledgment to be executed by its duly authorized officer and its
corporate seal affixed hereto as of this ___ day of November, 1999.

                                       U.S. BANK TRUST NATIONAL ASSOCIATION,
                                            as Custodian


                                       By ______________________________________
                                            Its ________________________________




[Seal]


                                       H-1
<PAGE>

                                                                       EXHIBIT I

                    FORM OF CERTIFICATE OF SERVICING OFFICER


                              CONSECO FINANCE CORP.

         The undersigned certifies that he is a [title] of Conseco Finance
Corp., a Delaware corporation (the "Company"), and that as such he is duly
authorized to execute and deliver this certificate on behalf of the Company
pursuant to Section 6.02 of the Pooling and Servicing Agreement (the
"Agreement") dated as of November 1, 1999 among the Conseco Finance Corp.,
Conseco Finance Securitizations Corp. and U.S. Bank National Association, as
Trustee (all capitalized terms used herein without definition having the
respective meanings specified in the Agreement), and further certifies that:

                  1. The Monthly Report for the period from _________________
         to _________________ attached to this certificate is complete and
         accurate in accordance with the requirements of Sections 6.01 and
         6.02 of the Agreement; and

                  2. As of the date hereof, no Event of Termination or event
         that with notice or lapse of time or both would become an Event of
         Termination has occurred.

         IN WITNESS WHEREOF, I have affixed hereunto my signature this __ day of
November, 1999.

                                       CONSECO FINANCE CORP.


                                       By ______________________________________
                                            [Name]
                                            [Title]


                                       I-1
<PAGE>

                                                                       EXHIBIT J

                     FORM OF CLASS C SUBSIDIARY CERTIFICATE



         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE
UNCERTIFICATED SUBSIDIARY INTERESTS AS DESCRIBED IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 9.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE MAY NOT BE RESOLD OR TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 9.02 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE. THIS CERTIFICATE MAY ONLY BE TRANSFERRED TO A PERMITTED TRANSFEREE
(AS DEFINED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN); ANY SUCH
TRANSFER MUST ALSO SATISFY THE OTHER REQUIREMENTS OF SECTION 9.02 OF SUCH
POOLING AND SERVICING AGREEMENT.

Class C Subsidiary                   No.
(Subordinate)



Cut-off Date:  as defined in the     January 3, 2000 Percentage Interest: ___
Pooling and Servicing Agreement
dated as of November 1, 1999


First Remittance Date:

_________________


                MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE


                                       J-1
<PAGE>

          PASS-THROUGH CERTIFICATES, SERIES 1999-6, CLASS C SUBSIDIARY
                               (RESIDUAL INTEREST)

                Cut-off Date Pool Principal Balance: $___________

         This certifies that Green Tree Finance Corp.--Two is the registered
owner of the Residual Interest represented by this Certificate, and entitled to
certain distributions out of Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificate Trust 1999-6 (the "Trust"), which includes among its
assets a pool of manufactured housing installment sale contracts and installment
loan agreements (including, without limitation, all related security interests
and any and all rights to receive payments which are due pursuant thereto on or
after the Cut-off Date) (the "Contracts"). The Trust has been created pursuant
to a Pooling and Servicing Agreement (the "Agreement"), dated as of November 1,
1999, among Conseco Finance Corp., as Originator, Servicer and Guarantor (the
"Originator"), Conseco Finance Securitizations Corp., as Seller (the "Seller"),
and U.S. Bank National Association, as Trustee of the Trust (the "Trustee").
This Class C Subsidiary Certificate is one of the Class C Subsidiary
Certificates described in the Agreement and is issued pursuant and subject to
the Agreement. By acceptance of this Class C Subsidiary Certificate the holder
assents to and becomes bound by the Agreement. To the extent not defined herein,
all capitalized terms have the meanings assigned to such terms in the Agreement.

         The Agreement contemplates, subject to its terms, payment on the first
day (or if such day is not a Business Day, the next succeeding Business Day)
(the "Remittance Date") of each month commencing in January 2000, so long as the
Agreement has not been terminated, by check (or, if such Class C Subsidiary
Certificateholder holds Class C Subsidiary Certificates with an aggregate
Percentage Interest of at least 20% and so desires, by wire transfer pursuant to
instructions delivered to the Trustee at least ten days prior to such Remittance
Date) to the registered Class C Subsidiary Certificateholder at the address
appearing on the Certificate Register as of the Business Day immediately
preceding such Remittance Date, in an amount equal to the Class C Subsidiary
Distribution Amount.

         The Class C Subsidiary Certificateholder, by its acceptance of this
Certificate, agrees that it will look solely to the funds in the Certificate
Account to the extent available for distribution to the Class C Subsidiary
Certificateholder as provided in the Agreement for payment hereunder and that
the Trustee in its individual capacity is not personally liable to the Class C
Subsidiary Certificateholder for any amounts payable under this Certificate or
the Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement. By acceptance of this Certificate, the
Certificateholder agrees to disclosure of his, her or its name and address to
other Certificateholders under the conditions specified in the Agreement.

         This Class C Subsidiary Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and immunities of the Trustee. Copies of the
Agreement and all amendments thereto will be provided to any Class C
Certificateholder free of charge upon a written request to the Trustee.



                                       J-2
<PAGE>

         As provided in the Agreement and subject to the limitations set forth
therein, the transfer of this Class C Subsidiary Certificate is registrable in
the Certificate Register of the Certificate Registrar upon surrender of this
Class C Subsidiary Certificate for registration of transfer at the office or
agency maintained by the Trustee in St. Paul, Minnesota, accompanied by a
written instrument of transfer in form satisfactory to the Trustee and the
Certificate Registrar duly executed by the holder thereof or his or her attorney
duly authorized in writing, and thereupon one or more new Class C Subsidiary
Certificates evidencing the same aggregate amount of Class C Subsidiary
Certificates will be issued to the designated transferee or transferees.

         As provided in the Agreement and subject to certain limitations therein
set forth, this Class C Subsidiary Certificate is exchangeable for new Class C
Subsidiary Certificates of authorized denominations evidencing the same
aggregate Percentage Interest as requested by the holder surrendering the same.

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

         The holder of this Class C Subsidiary Certificate, by acceptance
hereof, agrees that, in accordance with the requirements of Section 860D(b)(1)
of the Code, the federal tax return of the Trust for its first taxable year
shall provide that the Subsidiary REMIC elects to be treated as a "real estate
mortgage investment conduit" (a "REMIC") under the Code for such taxable year
and all subsequent taxable years. The Uncertificated Subsidiary Interests shall
be "regular interests" in the Subsidiary REMIC and the Class C Subsidiary
Certificates shall be the "residual interest" in the Subsidiary REMIC. In
addition, the holder of this Class C Subsidiary Certificate, by acceptance
hereof, (i) agrees to file tax returns consistent with and in accordance with
any elections, decisions or other reports made or filed with regard to federal,
state or local taxes on behalf of the Subsidiary REMIC, and (ii) agrees to
cooperate with the Originator in connection with examinations of the Subsidiary
REMIC's affairs by tax authorities, including administrative and judicial
proceedings, and (iii) makes the additional agreements, designations and
appointments, and undertakes the responsibilities, set forth in Section 6.06 of
the Agreement.


                                       J-3
<PAGE>

         IN WITNESS WHEREOF, Manufactured Housing Contract Senior/ Subordinate
Pass-Through Certificate Trust 1999-6 has caused this Certificate to be duly
executed by the manual signature of a duly authorized officer of the Trustee.

Dated:                                 MANUFACTURED HOUSING CONTRACT
                                            SENIOR/SUBORDINATE
                                            PASS-THROUGH CERTIFICATE
                                            TRUST 1999-6


                                       By   U.S. BANK NATIONAL ASSOCIATION


                                       By _____________________________________
                                            Authorized Officer


                                       J-4
<PAGE>

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ___________________________ the within Manufactured Housing Contract
Senior/Subordinate Pass- Through Certificate, and does hereby irrevocably
constitute and appoint ______________________________________ Attorney to
transfer the said certificate on the Certificate Register maintained by the
Trustee, with full power of substitution in the premises.

Dated:                                 By ___________________________________
                                            Signature


                                       J-5
<PAGE>

                                                                       EXHIBIT K

                       FORM OF CLASS C MASTER CERTIFICATE


         THIS CERTIFICATE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE Class A-1
CERTIFICATES, THE CLASS M CERTIFICATES, THE CLASS B-1 CERTIFICATES, THE CLASS
B-2 CERTIFICATES AND THE CLASS B-3I CERTIFICATES AS DESCRIBED IN THE POOLING AND
SERVICING AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY
NOT BE RESOLD OR TRANSFERRED UNLESS IT IS REGISTERED PURSUANT TO SUCH ACT AND
LAWS OR IS SOLD OR TRANSFERRED IN TRANSACTIONS WHICH ARE EXEMPT FROM
REGISTRATION UNDER SUCH ACT AND UNDER APPLICABLE STATE LAW AND IS TRANSFERRED IN
ACCORDANCE WITH THE PROVISIONS OF SECTION 9.02 OF THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.

         THIS CERTIFICATE MAY NOT BE RESOLD OR TRANSFERRED EXCEPT IN ACCORDANCE
WITH THE PROVISIONS OF SECTION 9.02 OF THE POOLING AND SERVICING AGREEMENT
REFERRED TO HEREIN.

         SOLELY FOR U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE IS A
"RESIDUAL INTEREST" IN A "REAL ESTATE MORTGAGE INVESTMENT CONDUIT" AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G AND 860D OF THE INTERNAL
REVENUE CODE. THIS CERTIFICATE MAY ONLY BE TRANSFERRED TO A PERMITTED TRANSFEREE
(AS DEFINED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN); ANY SUCH
TRANSFER MUST ALSO SATISFY THE OTHER REQUIREMENTS OF SECTION 9.02 OF SUCH
POOLING AND SERVICING AGREEMENT.

Class C Master                         No.
(Subordinate)



Cut-off Date:  as defined in the       January 2000 Percentage Interest:
Pooling and Servicing Agreement
dated as of November 1, 1999

First Remittance Date:

_________________


                MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
            PASS-THROUGH CERTIFICATES, SERIES 1999-6, CLASS C MASTER


                                       K-1
<PAGE>

                               (RESIDUAL INTEREST)

                Cut-off Date Pool Principal Balance: $___________

         This certifies that Green Tree Finance Corp.--Two is the registered
owner of the Residual Interest represented by this Certificate, and entitled to
certain distributions out of Manufactured Housing Contract Senior/Subordinate
Pass-Through Certificate Trust 1999-6 (the "Trust"), which includes among its
assets a pool of manufactured housing installment sale contracts and installment
loan agreements (including, without limitation, all related security interests
and any and all rights to receive payments which are due pursuant thereto on or
after the Cut-off Date) (the "Contracts"). The Trust has been created pursuant
to a Pooling and Servicing Agreement (the "Agreement"), dated as of November 1,
1999, among Conseco Finance Corp., as Originator, Servicer and Guarantor (the
"Originator"), Conseco Finance Securitizations Corp., as Seller (the "Seller"),
and U.S. Bank National Association, as Trustee of the Trust (the "Trustee").
This Class C Master Certificate is one of the Class C Master Certificates
described in the Agreement and is issued pursuant and subject to the Agreement.
By acceptance of this Class C Master Certificate the holder assents to and
becomes bound by the Agreement. To the extent not defined herein, all
capitalized terms have the meanings assigned to such terms in the Agreement.

         The Agreement contemplates, subject to its terms, payment on the first
day (or if such day is not a Business Day, the next succeeding Business Day)
(the "Remittance Date") of each month commencing in January 2000, so long as the
Agreement has not been terminated, by check (or, if such Class C Master
Certificateholder holds Class C Master Certificates with an aggregate Percentage
Interest of at least 20% and so desires, by wire transfer pursuant to
instructions delivered to the Trustee at least ten days prior to such Remittance
Date) to the registered Class C Master Certificateholder at the address
appearing on the Certificate Register as of the Business Day immediately
preceding such Remittance Date, in an amount equal to the Class C Master
Distribution Amount.

         The Class C Master Certificateholder, by its acceptance of this
Certificate, agrees that it will look solely to the funds in the Certificate
Account to the extent available for distribution to the Class C Master
Certificateholder as provided in the Agreement for payment hereunder and that
the Trustee in its individual capacity is not personally liable to the Class C
Master Certificateholder for any amounts payable under this Certificate or the
Agreement or, except as expressly provided in the Agreement, subject to any
liability under the Agreement. By acceptance of this Certificate, the
Certificateholder agrees to disclosure of his, her or its name and address to
other Certificateholders under the conditions specified in the Agreement.

         This Class C Master Certificate does not purport to summarize the
Agreement and reference is made to the Agreement for information with respect to
the interests, rights, benefits, obligations, proceeds and duties evidenced
hereby and the rights, duties and immunities of the Trustee. Copies of the
Agreement and all amendments thereto will be provided to any Class C Master
Certificateholder free of charge upon a written request to the Trustee.

         As provided in the Agreement and subject to the limitations set forth
therein, the transfer of this Class C Master Certificate is registrable in the
Certificate Register of the Certificate Registrar


                                       K-2
<PAGE>

upon surrender of this Class C Master Certificate for registration of transfer
at the office or agency maintained by the Trustee in St. Paul, Minnesota,
accompanied by a written instrument of transfer in form satisfactory to the
Trustee and the Certificate Registrar duly executed by the holder thereof or his
or her attorney duly authorized in writing, and thereupon one or more new Class
C Master Certificates evidencing the same aggregate amount of Class C Master
Certificates will be issued to the designated transferee or transferees.

         As provided in the Agreement and subject to certain limitations therein
set forth, this Class C Master Certificate is exchangeable for new Class C
Master Certificates of authorized denominations evidencing the same aggregate
Percentage Interest as requested by the holder surrendering the same.

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

         The holder of this Class C Master Certificate, by acceptance hereof,
agrees that, in accordance with the requirements of Section 860D(b)(1) of the
Code, the federal tax return of the Trust for its first taxable year shall
provide that the Master REMIC elects to be treated as a "real estate mortgage
investment conduit" (a "REMIC") under the Code for such taxable year and all
subsequent taxable years. The Regular Certificates shall be "regular interests"
in the Master REMIC and the Class C Master Certificates shall be the "residual
interest" in the Master REMIC. In addition, the holder of this Class C Master
Certificate, by acceptance hereof, (i) agrees to file tax returns consistent
with and in accordance with any elections, decisions or other reports made or
filed with regard to federal, state or local taxes on behalf of the Master
REMIC, and (ii) agrees to cooperate with the Originator in connection with
examinations of the Master REMIC's affairs by tax authorities, including
administrative and judicial proceedings, and (iii) makes the additional
agreements, designations and appointments, and undertakes the responsibilities,
set forth in Section 6.06 of the Agreement.


                                       K-3
<PAGE>

         IN WITNESS WHEREOF, Manufactured Housing Contract Senior/ Subordinate
Pass-Through Certificate Trust 1999-6 has caused this Certificate to be duly
executed by the manual signature of a duly authorized officer of the Trustee.

Dated:                                 MANUFACTURED HOUSING CONTRACT
                                            SENIOR/SUBORDINATE
                                            PASS-THROUGH CERTIFICATE
                                            TRUST 1999-6


                                       By   U.S. BANK NATIONAL ASSOCIATION


                                       By _____________________________________
                                          Authorized Officer


                                       K-4
<PAGE>

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers\ unto ______________________________ the within Manufactured Housing
Contract Senior/Subordinate Pass-Through Certificate, and does hereby
irrevocably constitute and appoint _________________________________ Attorney to
transfer the said certificate on the Certificate Register maintained by the
Trustee, with full power of substitution in the premises.

Dated:                                 By _____________________________________
                                          Signature


                                       K-5
<PAGE>

                                                                     EXHIBIT L-1

               FORM OF CERTIFICATE REGARDING REPURCHASED CONTRACTS


                              CONSECO FINANCE CORP.

                   CERTIFICATE REGARDING REPURCHASED CONTRACTS

         The undersigned certifies that he is a [title] of Conseco Finance
Corp., a Delaware corporation (the "Company"), and that as such he is duly
authorized to execute and deliver this certificate on behalf of the Company
pursuant to Section 3.06 of the Pooling and Servicing Agreement (the
"Agreement"), dated as of November 1, 1999 among the Company, Conseco Finance
Securitizations Corp. and U.S. Bank National Association, as Trustee (all
capitalized terms used herein without definition having the respective meanings
specified in the Agreement), and further certifies that:

                  1. The Contracts on the attached schedule are to be
         repurchased by the Company on the date hereof pursuant to Section 3.06
         of the Agreement.

                  2. Upon deposit of the Repurchase Price for such Contracts,
         such Contracts may, pursuant to Section 3.06 of the Agreement, be
         assigned by the Trustee to the Company.

         IN WITNESS WHEREOF, I have affixed hereunto my signature this ___ day
of November, 1999.

                                        CONSECO FINANCE CORP.


                                        By __________________________________
                                           [Name]
                                           [Title]


                                      L-1-1
<PAGE>

                                                                     EXHIBIT L-2

               FORM OF CERTIFICATE REGARDING SUBSTITUTED CONTRACTS


                              CONSECO FINANCE CORP.

                   CERTIFICATE REGARDING SUBSTITUTED CONTRACTS

         The undersigned certify that they are [title] and [title], respectively
of Conseco Finance Corp., a corporation organized under the laws of Delaware
("the Company"), and that as such they are duly authorized to execute and
deliver this certificate on behalf of the Company pursuant to Section 3.06(b) of
the Pooling and Servicing Agreement (the "Agreement"), dated as of November s1,
1999 among the Company, Conseco Finance Securitizations Corp. and U.S. Bank
National Association, as Trustee (all capitalized terms used herein without
definition having the respective meanings specified in the Agreement), and
further certify that:

                  1. The Contract and Contract File [or Land-and-Home Contract
         File, as applicable] for each such Eligible Substitute Contract [are
         being held by the Company, as Servicer] [have been delivered to
         ___________________, the successor Servicer].

                  2. The Contracts on the attached schedule are to be
         substituted on the date hereof pursuant to Section 3.06(b) of the
         Agreement and each such Contract is an Eligible Substitute Contract
         [description how the Contracts satisfy the definition of "Eligible
         Substitute Contract"].

                  3. The UCC-1 financing statements in respect of the Contracts
         to be substituted, in the form required by Section 3.06 (b)(iii) of the
         Agreement, have been filed with the appropriate offices.

                  4. (x) the Company shall have delivered to the Trustee, or its
         Custodian, the related Land-and-Home Contract files; and

                     (y) if the sum of the aggregate principal balances of
         all Land-and-Home Contracts then held by the Trustee (but excluding
         those Land-and-Home Contracts, if any, that are to become Replaced
         Contracts as a consequence of the substitution) and the aggregate
         principal balances of all Land-and-Home Contracts that are included in
         the Eligible Substitute Contracts equals or exceeds 10% of the Pool
         Scheduled Principal Balance as of the Remittance Date immediately
         preceding the substitution, the Company has delivered to the Trustee an
         opinion of counsel satisfactory to the Trustee to the effect that the
         Trustee holds a perfected first priority lien in the real estate
         securing such Eligible Substitute Contracts, or evidence of recordation
         of the assignment to the Trustee on behalf of the Trust of (A) each
         Mortgage securing such Eligible Contracts or, if less (B) of the number
         of Mortgages securing such Eligible Substitute Contracts needed to
         reduce the aggregate principal balances of all Land-and-Home Contracts
         with respect to which such assignments


                                      L-2-1
<PAGE>

         are not so recorded to less than 10% of the Pool Scheduled Principal
         Balance as of the Remittance Date immediately preceding the
         substitution.

                  5. There has been deposited in the Certificate Account the
         amounts listed on the schedule attached hereto as the amount by which
         the Scheduled Principal Balance of each Replaced Contract exceeds the
         Scheduled Principal Balance of each Contract being substituted
         therefor.

         IN WITNESS WHEREOF, we have affixed hereunto our signatures this ____
day of November, 1999.

                                        CONSECO FINANCE CORP.


                                        By ____________________________________
                                           [Name]
                                           [Title]


                                      L-2-2
<PAGE>

                                                                       EXHIBIT M

                          FORM OF REPRESENTATION LETTER


U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota  55101

Conseco Finance Securitizations Corp.
300 Landmark Towers
345 St. Peter Street
St. Paul, Minnesota  55102-1639

         RE:   Manufactured Housing Contract Senior/Subordinate Pass-Through
               Certificates, Series 1999-6, Class [B-3I/C Subsidiary/C Master]

         [The undersigned purchaser (the "Purchaser") understands that the
purchase of the above- referenced certificates (the "Certificates") may be made
only by institutions which are "Accredited Investors" under Regulation D, as
promulgated under the Securities Act of 1933, as amended (the "1933 Act"), which
includes banks, savings and loan associations, registered brokers and dealers,
insurance companies, investment companies, and organizations described in
Section 501(c)(3) of the Internal Revenue Code, corporations, business trusts
and partnerships, not formed for the specific purpose of acquiring the
Certificates offered, with total assets in excess of $5,000,000. The undersigned
represents on behalf of the Purchaser that the Purchaser is an "Accredited
Investor" within the meaning of such definition. The Purchaser is urged to
review carefully the responses, representations and warranties it is making
herein.]

Representations and Warranties

         The Purchaser makes the following representations and warranties in
order to permit the Trustee, Conseco Finance Securitizations Corp., and
[underwriter of the Class B-3I/Class C Subsidiary/Class C Master Certificates]
to determine its suitability as a purchaser of Certificates and to determine
that the exemption from registration relied upon by Conseco Finance
Securitizations Corp. under Section 4(2) of the 1933 Act is available to it.

         1. The Purchaser understands that the Certificates have not been and
will not be registered under the 1933 Act and may be resold (which resale is not
currently contemplated) only if registered pursuant to the provisions of the
1933 Act or if an exemption from registration is available, that Conseco Finance
Securitizations Corp. is not required to register the Certificates and that any
transfer must comply with Section 9.02 of the Pooling and Servicing Agreement
relating to the Certificates.

         2. The Purchaser will comply with all applicable federal and state
securities laws in connection with any subsequent resale of the Certificates.



                                       M-1
<PAGE>

         3. [The Purchaser is a sophisticated institutional investor and has
knowledge and experience in financial and business matters and is capable of
evaluating the merits and risks of its investment in the Certificates and is
able to bear the economic risk of such investment. The Purchaser has reviewed
the Prospectus dated November 16, 1999 and related Prospectus Supplement dated
November 16, 1999, with respect to the Certificates, and has been given such
information concerning the Certificates, the underlying installment sale
contracts and Conseco Finance Securitizations Corp. as it has requested.]

         4. The Purchaser is acquiring the Certificates as principal for its own
account (or for the account of one or more other institutional investors for
which it is acting as duly authorized fiduciary or agent) for the purpose of
investment and not with a view to or for sale in connection with any
distribution thereof, subject nevertheless to any requirement of law that the
disposition of the Purchaser's property shall at all times be and remain within
its control.

         5. The Purchaser does not qualify as (i) an employee benefit plan (a
"Plan") as defined in section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA"), whether or not it is subject to the
provisions of Title I of ERISA, (ii) a plan described in section 4975(e)(1) of
the Internal Revenue Code of 1986 (also a "Plan"), or (iii) an entity whose
underlying assets are deemed to be assets of a Plan by reason of such Plan's
investment in the entity (as determined under Department of Labor Regulations,
29 C.F.R. ss.2510.3-101 (1990)).

         6. The Purchaser understands that such Certificate will bear a legend
substantially as set forth in the form of Certificate included in the Pooling
and Servicing Agreement.

         7. The Purchaser, as holder of the Class B-3I/C Subsidiary/C Master
Certificate, acknowledges (i) it may incur tax liabilities in excess of any cash
flows generated by the interest and (ii) it intends to pay the taxes associated
with holding the Class B-3I/C Subsidiary/C Master Certificate as they become
due.

         8. The Purchaser agrees that it will obtain from any purchaser of the
Certificates from it the same representations, warranties and agreements
contained in the foregoing paragraphs 1 through 7 and in this paragraph 8.

         The representations and warranties contained herein shall be binding
upon the heirs, executors, administrators and other successors of the
undersigned. If there is more than one signatory hereto, the obligations,
representations, warranties and agreements of the undersigned are made jointly
and severally.


                                       M-2
<PAGE>

         Executed at __________________________, ______________________, this
__________ day of __________________.


                                      Purchaser's Name (Print)

                                      By _____________________________________
                                         Signature

                                      Its


                                      Address of Purchaser ____________________
                                      _________________________________________

                                      Purchaser's Taxpayer Identification Number
                                      _________________________________________
                                      _________________________________________




                                       M-3
<PAGE>

                                                                       EXHIBIT N

                             FORM OF MONTHLY REPORT


                MANUFACTURED HOUSING CONTRACT SENIOR/SUBORDINATE
                    PASS-THROUGH CERTIFICATES, SERIES 1999-6

                                                   Distribution Date:
                                                                      ----------
Class A-1 Certificates
----------------------

1   (a)  Amount Available (including Monthly
         Servicing Fee)
                                                                      ----------

    (b)  Class M-1 Interest Deficiency Amount (if any), Class M-2
         Interest Deficiency Amount (if any) and Class B-1 Interest
         Deficiency Amount (if any) withdrawn for prior
         Remittance Date
                                                                      ----------

    (c)  Amount Available after giving effect to withdrawal of Class
         M-1 Interest Deficiency Amount, the Class M-2 Interest
         Deficiency Amount and Class B-1 Interest Deficiency Amount
         for prior  Remittance Date
                                                                      ----------

    (d)  Amount withdrawn from [Capitalized Interest]
         [Pre-Funding] Account
                                                                      ----------

Interest
--------

Class A-1 Certificates
----------------------

2.  Aggregate Class A-1 interest

    (a)  Class A-1 Remittance Rate (7.36%)                                     %
                                                                      ---------
    (b)  Class A-1 Interest
                                                                      ----------

3.  Amount applied to

    (a)  Unpaid Class A-1 Interest Shortfall
                                                                      ----------

4.  Remaining

    (a)  Unpaid Class A-1 Interest Shortfall
                                                                      ----------


                                      N-1
<PAGE>

Class M-1 Certificates
----------------------

5.  Class M-1 Interest on Class M-1 Adjusted
    Principal Balance
                                                                      ----------

    (a)  Class M-1 Adjusted Principal Balance
                                                                      ----------

    (b)  Class M-1 Remittance Rate (7.96%,
         unless the Weighted Average Contract Rate
         is less than 7.96%)
                                                                      ----------

    (c)  Interest on Class M-1 Adjusted
         Principal Balance
                                                                      ----------

6.  Amount applied to Unpaid Class M-1
    Interest Shortfall
                                                                      ----------

7.  Remaining Unpaid Class M-1
    Interest Shortfall
                                                                      ----------

Class M-2 Certificates

8.  Class M-2 Interest on Class M-2 Adjusted
    Principal Balance
                                                                      ----------

    (a)  Class M-2 Adjusted Principal Balance
                                                                      ----------

    (b)  Class M-2 Remittance Rate (8.74%,
         unless the Weighted Average Contract Rate
         is less than 8.74%)
                                                                      ----------

    (c)  Interest on Class M-2 Adjusted
         Principal Balance
                                                                      ----------

9.  Amount applied to Unpaid Class M-2
    Interest Shortfall
                                                                      ----------

10. Remaining Unpaid Class M-2
    Interest Shortfall
                                                                      ----------

Class B-1 Certificates

11. Class B-1 interest on Class B-1 Adjusted
    Principal Balance

    (a)  Class B-1 Adjusted Principal Balance
                                                                      ----------


                                       N-2
<PAGE>

    (b)  Class B-1 Remittance Rate (9.20%,
         unless the Weighted Average Contract Rate
         is less than 9.20%)
                                                                      ----------

    (c)  Interest on Class B-1 Adjusted
         Principal Balance
                                                                      ----------

12. Amount applied to Unpaid
    Class B-1 Interest Shortfall
                                                                      ----------

13. Remaining Unpaid Class B-1
    Interest Shortfall
                                                                      ----------

Principal
---------

14. Formula Principal Distribution Amount:
                                                                      ----------

    (a)  Scheduled principal
                                                                      ----------
    (b)  Principal Prepayments
                                                                      ----------
    (c)  Liquidated Contracts
                                                                      ----------
    (d)  Repurchases
                                                                      ----------
    (e)  Plus principal received during the
         first 10 days of the next Due Period
                                                                      ----------
    (f)  Minus principal received during the
         first 10 days of the prior Due Period
                                                                      ----------

15. Pool Scheduled Principal Balance
                                                                      ----------

16. Overcollateralization Amount
                                                                      ----------

17. Unpaid Class A-1 Principal Shortfall
    (if any) following prior Remittance Date
                                                                      ----------

18. Class A-1 Percentage for such
    Remittance Date
                                                                      ----------

19. Class A-1 Percentage for the following
    Remittance Date
                                                                      ----------

20. Class A-1 principal distribution:
                                                                      ----------

21. Class A-1 Principal Balance:
                                                                      ----------

22. Unpaid Class A-1 Principal Shortfall
    (if any) following current
    Remittance Date
                                                                      ----------


                                       N-3
<PAGE>

23. Additional Principal Distribution Amount
                                                                      ----------

Class M-1 Distribution Test, Class M-2 Distribution Test and
-------------------------------------------------------------
Class B-1 Distribution Test
----------------------------
(applicable on and after the Remittance Date occurring in
January 2000)

24. Average Sixty-Day Delinquency Ratio Test

    (a)  Sixty-Day Delinquency Ratio for
         current Remittance Date
                                                                      ----------

    (b)  Average Sixty-Day Delinquency Ratio
         (arithmetic average of ratios for this
         month and two preceding months;
         may not exceed 5.0%)
                                                                      ----------

25. Cumulative Realized Losses Test

    (a)  Cumulative Realized Losses
         for current Remittance Date
         (as a percentage of Cut-off Date
         Pool Principal Balance; may not
         exceed 5.5% from January 1, 2004
         to December 31, 2004; 7.0% from
         January 1, 2005 to December 31, 2005;
         9.0% from January 1, 2006 to
         December 31, 2006; and 10.5% thereafter)
                                                                      ----------

26. Current Realized Losses Test

    (a)  Current Realized Losses
         for current Remittance Date
                                                                      ----------

    (b)  Current Realized Loss Ratio (total Realized Losses for most
         recent three months, multiplied by 4, divided by arithmetic
         average of Pool Scheduled Principal Balances for third
         preceding Remittance Date and for current Remittance
         Date; may not exceed 2.75%)
                                                                      ----------

27. Class M-1 Principal Balance Test

    (a)  Sum of Class M-1 Principal Balance,
         Class M-2 Principal Balance, Class B



                                       N-4
<PAGE>

         Principal Balance and the Overcollateralization Amount before
         distributions on current Remittance Date) divided by Pool
         Scheduled Principal Balance as of preceding Remittance
         Date is equal to or greater than 26.25%.
                                                                      ----------

28. Class M-2 Principal Balance Test

    (a)  Sum of Class M-2 Principal Balance, Class B Principal Balance
         and the Overcollateralization Amount (before distributions on
         current Remittance Date) divided by Pool Scheduled Principal
         Balance as of preceding Remittance Date is equal to or
         greater than 18.75%.
                                                                      ----------

29. Class B Principal Balance Test

    (a)  The Class B Principal Balance
         (before any distributions on current
         Remittance Date) as of such Remittance
         Date is greater than $20,000,000
                                                                      ----------

    (b)  Sum of Class B Principal Balance and the Overcollateralizatio
         Amount (before distributions on current Remittance Date)
         divided by Pool Scheduled Principal Balance as of preceding
         Remittance Date is equal to or greater
         than 12.75%.
                                                                      ----------

30. Class M-1 Percentage for such
    Remittance Date
                                                                      ----------

31. Class M-1 Percentage for the following
    Remittance Date
                                                                      ----------

32. Class M-1 principal distribution:

    (a)  Class M-1 (current)
                                                                      ----------

    (b)  Unpaid Class M-1 Principal Shortfall
         (if any) following prior Remittance Date
                                                                      ----------

33. Unpaid Class M-1 Principal Shortfall
    (if any) following current


                                       N-5
<PAGE>

    Remittance Date
                                                                      ----------

34. Class M-1 Liquidation Loss Interest

    (a)  Class M-1 Liquidation Loss Amount
                                                                      ----------

    (b)  Amount applied to Class M-1
         Liquidation Loss Interest Amount
                                                                      ----------

    (c)  Remaining Class M-1 Liquidation Loss
         Interest Amount
                                                                      ----------

    (d)  Amount applied to Unpaid Class M-1
         Loss Interest Shortfall
                                                                      ----------

    (e)  Remaining Unpaid Class M-1
         Liquidation Loss Interest Shortfalls
                                                                      ----------

35. Class M-2 Percentage for such
    Remittance Date
                                                                      ----------

36. Class M-2 Percentage for the following
    Remittance Date
                                                                      ----------

37. Class M-2 principal distribution:

    (a)  Class M-2 (current)
                                                                      ----------

    (b)  Unpaid Class M-2 Principal Shortfall
         (if any) following prior Remittance Date
                                                                      ----------

38. Unpaid Class M-2 Principal Shortfall
    (if any) following current
    Remittance Date
                                                                      ----------

39. Class M-2 Liquidation Loss Interest

    (a)  Class M-2 Liquidation Loss Amount
                                                                      ----------

    (b)  Amount applied to Class M-2
         Liquidation Loss Interest Amount
                                                                      ----------

    (c)  Remaining Class M-2 Liquidation Loss
         Interest Amount
                                                                      ----------

    (d)  Amount applied to Unpaid Class M-2


                                       N-6
<PAGE>

         Loss Interest Shortfall
                                                                      ----------

    (e)  Remaining Unpaid Class M-2
         Liquidation Loss Interest Shortfalls
                                                                      ----------

40. (a)  Class B Percentage for such
         Remittance Date
                                                                      ----------

    (b)  Class B Percentage for the following
         Remittance Date
                                                                      ----------

41. Current Principal (Class B Percentage of
    Formula Principal Distribution Amount)
                                                                      ----------

42. (a)  Class B-1 Principal Shortfall
                                                                      ----------

    (b)  Unpaid Class B-1 Principal Shortfall
                                                                      ----------

43. Class B Principal Balance
                                                                      ----------

44. Class B-1 Principal Balance
                                                                      ----------

45. Class B-1 Liquidation Loss Interest

    (a)  Class B-1 Liquidation Loss Amount
                                                                      ----------

    (b)  Amount applied to Class B-1
         Liquidation Loss Interest Amount
                                                                      ----------

    (c)  Remaining Class B-1 Liquidation Loss
         Interest Amount
                                                                      ----------

    (d)  Amount applied to Unpaid Class B-1
         Liquidation Loss Interest Shortfall
                                                                      ----------

    (e)  Remaining Unpaid Class B-1 Liquidation
         Loss Interest Shortfall
                                                                      ----------

Class B-2 Certificates
----------------------

46. Remaining Amount Available
                                                                      ----------

Interest
--------

47. Class B-2 Remittance Rate (9.20%,
    unless the Weighted Average Contract Rate


                                       N-7
<PAGE>

    is less than 9.20%)                                                        %
                                                                      ---------

48. Class B-2 Interest
                                                                      ----------

49. Current interest
                                                                      ----------

50. Amount applied to Unpaid Class
    B-2 Interest Shortfall
                                                                      ----------

51. Remaining Unpaid Class B-2
    Interest Shortfall
                                                                      ----------

Principal
---------

52. Unpaid Class B-2 Principal Shortfall
    (if any) following prior Remittance Date
                                                                      ----------

53. Class B-2 Principal Liquidation Loss
    Amount
                                                                      ----------

54. Current principal (zero until Class B-1
    paid down; thereafter, Class B Percentage
    of Formula Principal Distribution Amount)
                                                                      ----------

55. Guarantee Payment
                                                                      ----------

56. Class B-2 Principal Balance
                                                                      ----------

57. Remaining Amount Available (after payment
    of Class B-2 Distribution Amount)
                                                                      ----------

58. Excess Interest
                                                                      ----------

Class A-1, Class M and Class B Certificates
-------------------------------------------

Aggregate Scheduled Balances of delinquent Contracts as of
Determination Date

59. 30 - 59 days
                                                                      ----------

60. 60 days or more
                                                                      ----------

61. Manufactured Homes repossessed
                                                                      ----------

62. Manufactured Homes repossessed
    but remaining in inventory
                                                                      ----------


                                       N-8
<PAGE>

63. Weighted Average Contract Rate
    of all outstanding Contracts
                                                                      ----------

Class M and Class B Certificates
--------------------------------

64. Class M-1 Interest Deficiency on
    such Remittance Date
                                                                      ----------

65. Class M-2 Interest Deficiency on
    such Remittance Date
                                                                      ----------

66. Class B-1 Interest Deficiency on
    such Remittance Date
                                                                      ----------

67. Class B-2 Interest Deficiency on
    such Remittance Date
                                                                      ----------

Repossessed Contracts
---------------------

68. Repossessed Contracts
                                                                      ----------

69. Repossessed Contracts Remaining in Inventory
                                                                      ----------

Class B-3I Certificates
-----------------------

70. Class B-3I Formula Distribution Amount (all
    Excess Interest plus Unpaid Class B-3I Shortfall)
                                                                      ----------

71. Class B-3I Distribution Amount (remaining
    Amount Available)
                                                                      ----------

72. Class B-3I Shortfall (59 - 60)
                                                                      ----------

73. Unpaid Class B-3I Shortfall
                                                                      ----------


Please contact Bondholder Services Department of U.S. Bank National Association,
1-800-934-6802 with any questions regarding this Statement or your Distribution.


                                       N-9
<PAGE>

                                                                       EXHIBIT O

                             FORM OF ADDITION NOTICE


                                                               November __, 1999

U.S. Bank National Association
180 East Fifth Street
St. Paul, Minnesota  55101

     Re:  Pooling and Servicing Agreement (the "Agreement"), dated as of
          November 1, 1999, among Conseco Finance Corp. (the "Company"), Conseco
          Finance Securitizations Corp. (the "Seller") and U.S. Bank National
          Association as Trustee (the "Trustee") relating to Manufactured
          Housing Contract Senior/Subordinate Pass-Through Certificates, Series
          1999-6

Ladies and Gentlemen:

         Capitalized terms not otherwise defined in this Notice have the
meanings given them in the Agreement. The Seller hereby notifies the Trustee of
an assignment to the Trust of Subsequent Contracts on the date and in the
amounts set forth below:

         Subsequent Transfer Date:  _________________

         Cut-off Date Principal Balance of Subsequent Contracts to be assigned
         to Trust on Subsequent Transfer Date: $_____________

         Please acknowledge your receipt of this notice by countersigning the
enclosed copy in the space indicated below and returning it to the attention of
the undersigned.

                                       Very truly yours,

                                       CONSECO FINANCE SECURITIZATIONS CORP.

                                       By  _________________________________
                                           Name:
                                           Title:

ACKNOWLEDGED AND AGREED:

U.S. BANK NATIONAL ASSOCIATION

By _________________________________
   Name:
   Title:


                                       O-1
<PAGE>

                                                                       EXHIBIT P

                     FORM OF SUBSEQUENT TRANSFER INSTRUMENT


         In accordance with the Pooling and Servicing Agreement (the
"Agreement") dated as of November 1, 1999, among the undersigned as originator
(the "Originator"), Conseco Finance Securitizations Corp. (the "Seller") and
U.S. Bank National Association as Trustee (the "Trustee"), the undersigned does
hereby transfer, assign, set over and otherwise convey, without recourse, to
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificates,
Series 1999-6, created by the Agreement, to be held in trust as provided in the
Agreement, (i) all the right, title and interest of the Originator in and to the
Subsequent Contracts identified on the list attached hereto as Exhibit A (the
"Subsequent Contracts"), including, without limitation, all right, title and
interest in and to the Collateral Security and all rights to receive payments on
or with respect to the Subsequent Contracts (other than the principal and
interest due on the Subsequent Contracts before the applicable Cut-off Date),
(ii) all rights under every Hazard Insurance Policy relating to a Manufactured
Home securing a Subsequent Contract for the benefit of the creditor of such
Subsequent Contract, (iii) all rights under all FHA/VA Regulations pertaining to
any Subsequent Contract that is an FHA/VA Contract, (iv) the proceeds from the
Errors and Omissions Protection Policy and all rights under any blanket hazard
insurance policy to the extent they relate to the Manufactured Homes, (v) all
documents contained in the Contract Files and the Land-and-Home Contract Files
relating to the Subsequent Contracts, and (vii) all proceeds and products of the
foregoing and all rights of the Seller under the Subsequent Transfer Agreement
between the Seller and the undersigned.

         This Assignment is made pursuant to and upon the representation and
warranties on the part of the undersigned contained in Section 2.03 and Article
III of the Agreement and no others. All undefined capitalized terms used in this
Assignment have the meanings given them in the Agreement.

         IN WITNESS WHEREOF, the undersigned has caused this Assignment to be
duly executed this __ day of November, 1999.


                                       CONSECO FINANCE CORP.


                                       By ________________________________
                                          Name:
                                          Title:


                                       P-1
<PAGE>

                                                                       EXHIBIT Q

               FORM OF OFFICER'S CERTIFICATE (SUBSEQUENT TRANSFER)


         The undersigned certifies that he is a [title] of Conseco Finance
Corp., a Delaware corporation (the "Company"), and that as such he is duly
authorized to execute and deliver this certificate on behalf of the Company in
connection with the Pooling and Servicing Agreement dated as of November 1, 1999
(the "Agreement") among the Company, Conseco Finance Securitizations Corp. and
U.S. Bank National Association as Trustee. All capitalized terms used herein
without definition have the respective meanings specified in the Agreement. The
undersigned further certifies that:

                  1. This Certificate is delivered in connection with the sale
         to the Trust on __________________ (the "Subsequent Transfer Date") of
         Contracts (the "Subsequent Contracts") identified in the List of
         Contracts attached to the Subsequent Transfer Instrument of even date
         herewith.

                  2. As of the Subsequent Transfer Date, all representations and
         warranties in Section 3.02 of the Agreement are true and correct; all
         representations and warranties in Sections 2.03(c), 3.02, 3.04 and 3.05
         of the Agreement with respect to the Subsequent Contracts are true to
         the best of his knowledge; and all representations in Section 3.05 of
         the Agreement with respect to the Subsequent Contracts are true and
         correct.

                  3. All conditions precedent to the sale of the Subsequent
         Contracts to the Trust under Section 2.03 of the Agreement have been
         satisfied.

         IN WITNESS WHEREOF, I have affixed hereunto my signature this ___ day
of November, 1999.

                                        By ___________________________________
                                           Name:
                                           Title:


                                       Q-1
<PAGE>

               FORM OF OFFICER'S CERTIFICATE (SUBSEQUENT TRANSFER)


         The undersigned certifies that he is a [title] of Conseco Finance
Securitizations Corp., a Minnesota corporation (the "Company"), and that as such
he is duly authorized to execute and deliver this certificate on behalf of the
Company in connection with the Pooling and Servicing Agreement dated as of
November 1, 1999 (the "Agreement") among the Company, Conseco Finance Corp. and
U.S. Bank National Association as Trustee. All capitalized terms used herein
without definition have the respective meanings specified in the Agreement. The
undersigned further certifies that:

                  1. This Certificate is delivered in connection with the sale
         to the Trust on __________________ (the "Subsequent Transfer Date") of
         Contracts (the "Subsequent Contracts") identified in the List of
         Contracts attached to the Subsequent Transfer Instrument of even date
         herewith.

                  2. As of the Subsequent Transfer Date, all representations and
         warranties in Section 3.01 of the Agreement are true and correct; all
         representations and warranties in Sections 2.03(c), 3.01, and 3.03 of
         the Agreement with respect to the Subsequent Contracts are true to the
         best of his knowledge; and all representations in Section 3.05 of the
         Agreement with respect to the Subsequent Contracts are true and
         correct.

                  3. All conditions precedent to the sale of the Subsequent
         Contracts to the Trust under Section 2.03 of the Agreement have been
         satisfied.

         IN WITNESS WHEREOF, I have affixed hereunto my signature this ___ day
of November, 1999.

                                       By ________________________________
                                          Name:
                                          Title:


                                       Q-2