<PAGE>

                                                                     Exhibit 4.2

                      GREEN TREE FLOORPLAN FUNDING CORP.

                                  Transferor

                             CONSECO FINANCE CORP.

                                   Servicer

                                      and

                       WELLS FARGO BANK MINNESOTA, N.A.

                                    Trustee

               on behalf of the Series 2001-1 Certificateholders

                              _____________________

                           SERIES 2001-1 SUPPLEMENT

                         Dated as of __________, 2001

                                      to

                        POOLING AND SERVICING AGREEMENT

                         Dated as of December 1, 1995

                            _____________________


                 GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST

             $__________ Floating Rate Floorplan Receivable Trust
                     Certificates, Series 2001-1, Class A

             $__________ Floating Rate Floorplan Receivable Trust
                     Certificates, Series 2001-1, Class B

             $__________ Floating Rate Floorplan Receivable Trust
                     Certificates, Series 2001-1, Class C

             $__________ Floating Rate Floorplan Receivable Trust
                     Certificates, Series 2001-1, Class D
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                       Page
                                                                                                       ----
<S>                                                                                                    <C>
SECTION 1.    Designation.............................................................................   1

SECTION 2.    Definitions.............................................................................   1

SECTION 3.    Optional Repurchase.....................................................................  19

SECTION 4.    Delivery and Payment for the Series 2001-1 Certificates.................................  19

SECTION 5.    Form of Delivery of Series 2001-1 Certificates..........................................  19

SECTION 6.    Article IV of Agreement.................................................................  19

ARTICLE IV -  RIGHTS OF CERTIFICATEHOLDERS AND ALLOCATION
              AND APPLICATION OF COLLECTIONS..........................................................  19
Section 4.4   Rights of Certificateholders............................................................  19
Section 4.5   Collections and Allocation; Payments on Exchangeable Transferor
              Certificate.............................................................................  20
Section 4.6   Determination of Monthly Interest for the Series 2001-1 Certificates....................  21
Section 4.7   Determination of Principal Amounts......................................................  23
Section 4.8   Shared Principal Collections............................................................  26
Section 4.9   Application of Funds on Deposit in the Collection Account
              for the Certificates....................................................................  26
Section 4.10  Coverage of Required Amount for the Series 2001-1 Certificates..........................  34
Section 4.11  Payment of Certificate Interest.........................................................  34
Section 4.12  Payment of Certificate Principal........................................................  34
Section 4.13  Investor Charge-Off.....................................................................  35
Section 4.14  Reallocated Principal Collections for the Series 2001-1 Certificates....................  36
Section 4.15  Determination of LIBOR..................................................................  37
Section 4.16  Determination of Accumulation Period Length.............................................  38
Section 4.17  Pre-Funding Account.....................................................................  38
Section 4.18  Withdrawals from the Pre-Funding Account................................................  39

SECTION 7.    Article V of the Agreement..............................................................  40

ARTICLE V -   DISTRIBUTIONS AND REPORTS TO INVESTOR
              CERTIFICATEHOLDERS......................................................................  40
Section 5.1   Distributions...........................................................................  40
Section 5.2   Certificateholders' Statement...........................................................  41

SECTION 8.    Series 2001-1 Pay Out Events............................................................  43
</TABLE>

                                      -i-

<PAGE>

<TABLE>
<S>                                                                          <C>
SECTION 9.    Series 2001-1 Termination..................................... 44

SECTION 10.   Legends; Transfer and Exchange; Restrictions on Transfer of
              Series 2001-1 Certificates; Tax Treatment..................... 44

SECTION 11.   Additional Restrictions on Transfers of Class C Certificates;
              Withholding Requirements; Tax Treatment....................... 48

SECTION 12.   Ratification of Agreement..................................... 51

SECTION 13.   Counterparts.................................................. 51

SECTION 14.   Governing Law................................................. 51

SECTION 15.   Instructions in Writing....................................... 51
</TABLE>


EXHIBITS
--------

EXHIBIT A     Form of Class A Investor Certificate

EXHIBIT B     Form of Class B Investor Certificate

EXHIBIT C     Form of Class C Investor Certificate

EXHIBIT D     Form of Class D Investor Certificate

EXHIBIT E     Form of Monthly Certificateholder's Statement

EXHIBIT F     Form of Representation Letter and Certification

                                     -ii-
<PAGE>

         SERIES 2001-1 SUPPLEMENT, dated as of __________, 2001 (the "Series
Supplement") by and among GREEN TREE FLOORPLAN FUNDING CORP., a corporation
organized and existing under the laws of the State of Delaware, as Transferor
(the "Transferor"), CONSECO FINANCE CORP., a corporation organized and existing
under the laws of Delaware, as Servicer (the "Servicer"), and WELLS FARGO BANK
MINNESOTA, N.A., a national banking association, as trustee (together with its
successors in trust thereunder as provided in the Agreement referred to below,
the "Trustee"), under the Pooling and Servicing Agreement dated as of December
1, 1995 and amended by Amendment No. 1 thereto dated as of March 11, 1998 (as
amended and supplemented, the "Agreement") among the Transferor, the Servicer
and the Trustee.

         Section 6.9 of the Agreement provides, among other things, that the
Transferor and the Trustee may at any time and from time to time enter into a
supplement to the Agreement for the purpose of authorizing the issuance by the
Trustee to the Transferor, for execution and redelivery to the Trustee for
authentication, of one or more Series of Certificates.

         Pursuant to this Series Supplement, the Transferor and the Trustee
shall create a new Series of Investor Certificates and shall specify the
Principal Terms thereof.

         SECTION 1. Designation. There is hereby created a Series of Investor
Certificates to be issued pursuant to the Agreement and this Series Supplement
to be known generally as the "Series 2001-1 Certificates." The Series 2001-1
Certificates shall be issued in four Classes, which shall be designated
generally as the Floating Rate Floorplan Receivable Trust Certificates, Series
2001-1, Class A (the "Class A Certificates"), the Floating Rate Floorplan
Receivable Trust Certificates, Series 2001-1, Class B (the "Class B
Certificates"), the Floating Rate Floorplan Receivable Trust Certificates,
Series 2001-1, Class C (the "Class C Certificates") and the Floating Rate
Floorplan Receivable Trust Certificates, Series 2001-1, Class D (the "Class D
Certificates"). The Series 2001-1 Certificates shall be paired with the Series
1998-2 and the Series 1999-1 Certificates, in the manner and to the extent
provided herein.

         SECTION 2. Definitions. In the event that any term or provision
contained herein shall conflict with or be inconsistent with any provision
contained in the Agreement, the terms and provisions of this Series Supplement
shall govern with respect to the Series 2001-1 Certificates. All Article,
Section or subsection references herein shall mean Article, Section or
subsections of the Agreement, as amended or supplemented by this Series
Supplement, except as otherwise provided herein. All capitalized terms not
otherwise defined herein are defined in the Agreement. Each capitalized term
defined herein shall relate only to the Series 2001-1 Certificates and no other
Series of Certificates issued by the Trust.

         "ABC Fixed/Floating Allocation Percentage" means, for any Business Day,
the percentage equivalent of a fraction, the numerator of which is the sum of
the Class A Invested Amount, the Class B Invested Amount and the Class C
Invested Amount at the end of the last day of the Revolving Period and the
denominator of which is the greater of (a) the sum of the aggregate amount of
the Pool Balance and the amount on deposit in the Excess Funding Account at the
end of the preceding Business Day and (b) the sum of the numerators used to
calculate the allocation percentages with respect to Principal Collections for
all Series.
<PAGE>

         "ABC Investor Default Amount" means, for any Business Day, an amount
equal to the product of (a) the sum of the Class A Floating Allocation
Percentage, the Class B Floating Allocation Percentage and the Class C Floating
Allocation Percentage applicable on such Business Day and (b) the aggregate
principal amount (exclusive of the portion thereof allocable to the Discount
Factor, if any) of Defaulted Receivables identified since the prior reporting
date.

         "Accumulation Period Commencement Date" means the first day of the
________ 200_ Monthly Period if the Accumulation Period Length is four months,
the first day of the _______ 200_ Monthly Period if the Accumulation Period
Length is three months, the first day of the ________ 200_ Monthly Period if the
Accumulation Period Length is two months, and the first day of the ________ 200_
Monthly Period if the Accumulation Period Length is one month; provided,
however, if the Accumulation Period Length has been determined to be less than
four months and, after such determination, any outstanding Series enters into an
early amortization period, the Accumulation Period Commencement Date shall be
the earlier of (x) the date on which such other outstanding Series entered its
early amortization period and (y) the Accumulation Period Commencement Date as
previously determined.

         "Accumulation Period Length" means the one, two, three or four month(s)
period determined on _______ 13, 200_, and shall be calculated as the product,
rounded upwards to the nearest integer, of (a) four and (b) a fraction, the
numerator of which is the Invested Amount as of ______ 13, 200_ (after giving
effect to all changes therein on such date) and the denominator of which is the
sum of such Invested Amount and the invested amounts as of ______ 13, 200_
(after giving effect to all changes therein on such date) of all other
outstanding Series whose respective revolving periods are not scheduled to end
before the last day of the ________ 200_ Monthly Period.

         "Accumulation Shortfall" means, for the succeeding Monthly Period, the
amount by which the Controlled Deposit Amount exceeds the amount deposited in
the Principal Account for any Monthly Period.

         "Additional Class D Invested Amount" means any increase in the Class D
Invested Amount agreed to in connection with an increase by the Transferor in
any of the percentages used to calculate the Overconcentration Amounts.

         "Additional Interest" means, at any time of determination, the sum of
Class A Additional Interest, Class B Additional Interest, Class C Additional
Interest and Class D Additional Interest.

         "Base Rate" means the sum of (i) the weighted average of the Class A
Certificate Rate, the Class B Certificate Rate, the Class C Certificate Rate and
the Class D Certificate Rate, plus (ii) 2% per annum.

         "Carryover Class A Interest" means (a) any Class A Monthly Interest due
but not paid on any previous Distribution Date plus (b) any Class A Additional
Interest.

         "Carryover Class B Interest" means (a) any Class B Monthly Interest due
but not paid on any previous Distribution Date plus (b) any Class B Additional
Interest.

                                      -2-
<PAGE>

         "Carryover Class C Interest" means (a) any Class C Monthly Interest due
but not paid on any previous Distribution Date plus (b) any Class C Additional
Interest.

         "Carryover Class D Interest" means (a) any Class D Monthly Interest due
but not paid on any previous Distribution Date plus (b) any Class D Additional
Interest.

         "Cash Equivalents" mean, unless otherwise provided in this Series
Supplement, (a) negotiable instruments or securities represented by instruments
in bearer or registered form which evidence (i) obligations of or fully
guaranteed by the United States of America; (ii) time deposits, promissory
notes, or certificates of deposit of any depositary institution or trust
company; provided, however, that at the time of the Trust's investment or
contractual commitment to invest therein, the certificates of deposit or short-
term deposits of such depositary institution or trust company shall have a
credit rating from Standard & Poor's of A-1+, from Moody's of P-1 and from Fitch
of F-1+ if rated by Fitch; (iii) commercial paper having, at the time of the
Trust's investment or contractual commitment to invest therein, a rating from
Standard & Poor's of A-1+, from Moody's of P-1 and from Fitch of F-1+ if rated
by Fitch; (iv) banker's acceptances issued by any depositary institution or
trust company described in clause (a)(ii) above; and (v) investments in money
market funds rated AAA-m or AAA-mg by Standard & Poor's, Aaa by Moody's and AAA
by Fitch if rated by Fitch or otherwise approved in writing by Moody's, Standard
& Poor's and Fitch; (b) time deposits and demand deposits in the name of the
Trust or the Trustee in any depositary institution or trust company referred to
in clause (a)(ii) above; (c) securities not represented by an instrument that
are registered in the name of the Trustee or its nominee (which may not be
Conseco Finance Corp. or an Affiliate) upon books maintained for that purpose by
or on behalf of the issuer thereof and identified on books maintained for that
purpose by the Trustee as held for the benefit of the Trust or the
Certificateholders, and consisting of (x) shares of an open end diversified
investment company which is registered under the Investment Company Act which
(i) invests its assets exclusively in obligations of or guaranteed by the United
States of America or any instrumentality or agency thereof having in each
instance a final maturity date of less than one year from their date of purchase
or other Cash Equivalents, (ii) guarantees to maintain a constant net asset
value per share, (iii) has aggregate net assets of not less than $100,000,000 on
the date of purchase of such shares and (iv) which each Rating Agency designates
in writing will not result in a withdrawal or downgrading of its then current
rating of any Series rated by it or (y) Eurodollar time deposits of a depository
institution or trust company that are rated A-1+ by Standard & Poor's, P-1 by
Moody's and F-1+ by Fitch if rated by Fitch; provided, however, that at the time
of the Trust's investment or contractual commitment to invest therein, the
Eurodollar deposits of such depositary institution or trust company shall have a
credit rating from Standard & Poor's of A-1+, from Moody's of P-1 and from Fitch
of F-1+ if rated by Fitch; and (d) any other investment if each Rating Agency
confirms in writing that such investment will not adversely affect its then
current rating of the Investor Certificates. Cash Equivalents may be purchased
by or through the Trustee or any of its Affiliates.

         "Class A Additional Interest" shall have the meaning specified in
subsection 4.6(a).

         "Class A Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus _____% per annum or (ii) the
applicable Net Receivables Rate.

                                      -3-
<PAGE>

         "Class A Certificateholder" means the Person in whose name a Class A
Certificate is registered in the Certificate Register.

         "Class A Certificateholders' Interest" means the portion of the Series
2001-1 Certificateholders' Interest evidenced by the Class A Certificates.

         "Class A Certificates" means any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit A hereto.

         "Class A Fixed/Floating Allocation Percentage" means, for any Business
Day, the percentage equivalent of a fraction, the numerator of which is the
Class A Invested Amount at the end of the last day of the Revolving Period and
the denominator of which is the greater of (a) the sum of the Pool Balance and
the amount on deposit in the Excess Funding Account at the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.

         "Class A Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class A Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.

         "Class A Initial Invested Amount" means the aggregate initial principal
amount of the Class A Certificates, which is $__________.

         "Class A Interest Shortfall" shall have the meaning specified in
subsection 4.6(a).

         "Class A Invested Amount" means an amount equal to

                  (a) the initial principal balance of the Class A Certificates,
         minus (i) the Class A Percentage of the Pre-Allocated Invested Amount,
         plus (ii) the Class A Percentage of (x) any withdrawals from the
         Pre-Funding Account pursuant to Section 4.18(b) in connection with the
         addition of Receivables to the Trust and (y) after Series 1998-2 and
         Series 1999-1 are paid in full, the Pre-Allocated Invested Amount less
         the amount in clause (x) above and the amount, if any, in clause (iii),
         plus (iii) the Class A Percentage of any withdrawals from the
         Pre-Funding Account pursuant to Section 4.18(c), at the end of the
         Funding Period, for deposit into the Excess Funding Account, minus

                  (b) the aggregate amount of principal payments (except
         principal payments made from the Pre-Funding Account) made to Class A
         Certificateholders prior to such date, minus

                  (c) the aggregate amount of Class A Investor Charge-Offs for
         all prior Determination Dates, and plus

                                      -4-
<PAGE>

                  (d) the aggregate amount allocated and available on all prior
         Business Days pursuant to subsection 4.9(a)(vi) (including amounts
         applied pursuant to such subsection but funded pursuant to Section
         4.10(a) and (b) and Section 4.14(a), (b) and (c)) for the purpose of
         reimbursing amounts deducted pursuant to the foregoing clause (c).

         "Class A Investor Charge-Off" shall have the meaning specified in
subsection 4.13(d).

         "Class A Monthly Interest" means the interest distributable in respect
of the Class A Certificates as calculated in accordance with subsection 4.6(a).

         "Class A Percentage" means the percentage derived from the fraction,
the numerator of which is the Class A Initial Invested Amount and the
denominator of which is the sum of the Class A Initial Invested Amount, the
Class B Initial Invested Amount and the Class C Initial Invested Amount.

         "Class A Pre-Funded Amount" means the product of the Pre-Funded Amount
and the Class A Percentage.

         "Class A Principal" means the principal distributable in respect of the
Class A Certificates as calculated in accordance with subsection 4.7(a).

         "Class A Required Amount" means the amount determined by the Servicer
on each Business Day in a Monthly Period equal to the excess, if any, of

                  (x) the sum of (i) Class A Monthly Interest for the prior
         Monthly Period, (ii) any Class A Monthly Interest due but not paid on
         any previous Distribution Date plus any Class A Additional Interest
         previously due but not paid to the Class A Certificateholders on a
         prior Distribution Date, (iii) if Conseco Finance Corp. or an Affiliate
         of Conseco Finance Corp. is no longer the Servicer, the Class A
         Floating Allocation Percentage of the Servicing Fee for the prior
         Monthly Period and (iv) the Class A Floating Allocation Percentage of
         the Investor Default Amount, to the extent not previously paid, for any
         Business Day in the prior Monthly Period over

                  (y) the Series Available Interest Collections plus any Excess
         Interest Collections from other Series allocated with respect to the
         amounts described in clauses (x)(i) through (iv).

         "Class A Scheduled Payment Date" means the Distribution Date in
________ 200_.

         "Class B Additional Interest" shall have the meaning specified in
subsection 4.6(b).

         "Class B Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus ____% per annum or (ii) the
applicable Net Receivables Rate.

                                      -5-
<PAGE>

         "Class B Certificateholder" means the Person in whose name a Class B
Certificate is registered in the Certificate Register.

         "Class B Certificateholders' Interest" means the portion of the Series
2001-1 Certificateholders' Interest evidenced by the Class B Certificates.

         "Class B Certificates" means any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit B hereto.

         "Class B Daily Principal Amount" shall have the meaning specified in
subsection 4.9(c)(ii).

         "Class B Fixed/Floating Allocation Percentage" means, for any Business
Day, the percentage equivalent of a fraction, the numerator of which is the
Class B Invested Amount at the end of the last day of the Revolving Period and
the denominator of which is the greater of (a) the sum of the Pool Balance and
the amount on deposit in the Excess Funding Account at the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.

         "Class B Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class B Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.

         "Class B Initial Invested Amount" means the aggregate initial principal
amount of the Class B Certificates, which is $__________.

         "Class B Interest Shortfall" shall have the meaning specified in
subsection 4.6(b).

         "Class B Invested Amount" for any date means an amount equal to

                  (a) the initial principal balance of the Class B Certificates,
         minus (i) the Class B Percentage of the Pre-Allocated Invested Amount,
         plus (ii) the Class B Percentage of (x) any withdrawals from the
         Pre-Funding Account pursuant to Section 4.18(b) in connection with the
         addition of Receivables to the Trust and (y) after Series 1998-2 and
         Series 1999-1 are paid in full, the Pre-Allocated Invested Amount less
         the amount in clause (x) above and the amount, if any, in clause (iii),
         plus (iii) the Class B Percentage of any withdrawals from the
         Pre-Funding Account pursuant to Section 4.18(c), at the end of the
         Funding Period, for deposit into the Excess Funding Account, minus

                  (b) the aggregate amount of principal payments (except
         principal payments made from the Pre-Funding Account) made to Class B
         Certificateholders prior to such date, minus

                                      -6-
<PAGE>

                  (c) the aggregate amount of the Class B Investor Charge-Offs
         for all prior Determination Dates equal to the amount by which the
         Class B Invested Amount has been reduced to fund the Investor Default
         Amounts on all prior Determination Dates pursuant to Section 4.13(c),
         minus

                  (d) the aggregate amount of Reallocated Class B Principal
         Collections for which neither the Class D Invested Amount nor the Class
         C Invested Amount has been reduced for all prior Distribution Dates,
         and plus

                  (e) the aggregate amount allocated and available on all prior
         Business Days pursuant to subsection 4.9(a)(viii) (including amounts
         applied pursuant to such subsection but funded pursuant to Section
         4.10(a) and (b) and Section 4.14(a) and (b)) for the purpose of
         reimbursing amounts deducted pursuant to the foregoing clauses (c) and
         (d).

         "Class B Investor Charge-Off" shall have the meaning specified in
subsection 4.13(c).

         "Class B Monthly Interest" means the interest distributable in respect
of the Class B Certificates as calculated in accordance with subsection 4.6(b).

         "Class B Percentage" means the percentage derived from the fraction the
numerator of which is the Class B Initial Invested Amount and the denominator of
which is the sum of the Class A Initial Invested Amount, the Class B Initial
Invested Amount and the Class C Initial Invested Amount.

         "Class B Pre-Funded Amount" means the product of the Pre-Funded Amount
and the Class B Percentage.

         "Class B Principal" means the principal distributable in respect of the
Class B Certificates as calculated in accordance with subsection 4.7(b).

         "Class B Principal Commencement Date" means the earliest of (a) the
Class B Scheduled Payment Date, (b) the Distribution Date during the Early
Amortization Period on which the Class A Invested Amount is paid in full or, if
there are no Principal Collections allocable to the Series 2001-1 Investor
Certificates remaining after payments have been made to the Class A Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class A Invested Amount is paid in full and (c) the Distribution
Date following a sale or repurchase of the Receivables as set forth in Sections
2.4(d), 9.2, 10.2, 12.1 or 12.2 of the Agreement and Section 3 of this Series
Supplement.

         "Class B Required Amount" means the amount determined by the Servicer
on each Business Day in a Monthly Period equal to the excess, if any, of

                  (x) the sum of (i) Class B Monthly Interest for the prior
         Monthly Period, (ii) any Class B Monthly Interest due but not paid on
         any previous Distribution Date plus any Class B Additional Interest
         previously due but not paid

                                      -7-
<PAGE>

         to the Class B Certificateholders on a prior Distribution Date, (iii)
         if Conseco Finance Corp. or an Affiliate of Conseco Finance Corp. is no
         longer the Servicer, the Class B Floating Allocation Percentage of the
         Servicing Fee for the prior Monthly Period and (iv) the Class B
         Floating Allocation Percentage of the Investor Default Amount, to the
         extent not previously paid, for any Business Day in the prior Monthly
         Period over

                  (y) the Series Available Interest Collections plus any Excess
         Interest Collections from other Series allocated with respect to the
         amounts described in clauses (x)(i) through (iv).

         "Class B Scheduled Payment Date" means the Distribution Date in
________ 200_.

         "Class C Additional Interest" shall have the meaning specified in
subsection 4.6(c).

         "Class C Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus ____% per annum or (ii) the
applicable Net Receivables Rate.

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

         "Class C Certificateholders' Interest" means the portion of the Series
2001-1 Certificateholders' Interest evidenced by the Class C Certificates.

         "Class C Certificates" means any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit C hereto.

         "Class C Daily Principal Amount" shall have the meaning specified in
subsection 4.9(c)(iii).

         "Class C Fixed/Floating Allocation Percentage" means, for any Business
Day, the percentage equivalent of a fraction, the numerator of which is the
Class C Invested Amount at the end of the last day of the Revolving Period and
the denominator of which is the greater of (a) the sum of the Pool Balance and
the amount on deposit in the Excess Funding Account at the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.

         "Class C Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class C Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account as of the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.

         "Class C Initial Invested Amount" means the aggregate initial principal
amount of the Class C Certificates, which is $__________.

                                      -8-
<PAGE>

         "Class C Interest Shortfall" shall have the meaning specified in
subsection 4.6(c).

         "Class C Invested Amount" for any date means an amount equal to

                  (a) the initial principal balance of the Class C Certificates,
         minus (i) the Class C Percentage of the Pre-Allocated Invested Amount,
         plus (ii) the Class C Percentage of (x) any withdrawals from the
         Pre-Funding Account pursuant to Section 4.18(b) in connection with the
         addition of Receivables to the Trust and (y) after Series 1998-2 and
         Series 1999-1 are paid in full, the Pre-Allocated Invested Amount less
         the amount in clause (x) above and the amount, if any, in clause (iii),
         plus (iii) the Class C Percentage of any withdrawals from the
         Pre-Funding Account pursuant to Section 4.18(c), at the end of the
         Funding Period, for deposit into the Excess Funding Account, minus

                  (b) the aggregate amount of principal payments (except
         principal payments made from the Pre-Funding Account) made to Class C
         Certificateholders prior to such date, minus

                  (c) the aggregate amount of the Class C Investor Charge-Offs
         for all prior Distribution Dates equal to the amount by which the Class
         C Invested Amount has been reduced to fund the Investor Default Amounts
         on all prior Distribution Dates pursuant to Section 4.13(b), minus

                  (d) the aggregate amount of Reallocated Class C Principal
         Collections for which the Class D Invested Amount has not been reduced
         for all prior Distribution Dates (provided that the Class C Invested
         Amount may not be reduced below zero), and plus

                  (e) the aggregate amount allocated and available on all prior
         Business Days pursuant to subsection 4.9(a)(ix) (including amounts
         applied pursuant to such subsection but funded pursuant to Section
         4.10(a) and (b) and Section 4.14(a)) for the purpose of reimbursing
         amounts deducted pursuant to the foregoing clauses (c) and (d).

         "Class C Investor Charge-Off" shall have the meaning specified in
subsection 4.13(b).

         "Class C Monthly Interest" means the interest distributable in respect
of the Class C Certificates as calculated in accordance with subsection 4.6(c).

         "Class C Percentage" means the percentage derived from the fraction the
numerator of which is the Class C Invested Initial Amount and the denominator of
which is the sum of the Class A Initial Invested Amount, the Class B Initial
Invested Amount and the Class C Initial Invested Amount.

         "Class C Pre-Funded Amount" means the product of the Pre-Funded Amount
and the Class C Percentage.

                                      -9-
<PAGE>

         "Class C Principal" means the principal distributable in respect of the
Class C Certificates as calculated in accordance with Section 4.7(c).

         "Class C Principal Commencement Date" means the earlier of (a) the
Distribution Date on which the Class B Invested Amount is paid in full or, if
there are no Principal Collections allocable to the Series 2001-1 Investor
Certificates remaining after payments have been made to the Class B Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class B Invested Amount is paid in full and (b) the Distribution
Date following a sale or repurchase of the Receivables as set forth in the
Pooling and Servicing Agreement and the 2001-1 Series Supplement.

         "Class C Required Amount" means the amount determined by the Servicer
on each Business Day in a Monthly Period equal to the excess, if any, of (x) the
sum of (i) if the Class A Certificates and Class B Certificates have been
reduced to zero, interest accrued on the Class C Certificates for the prior
Monthly Period, (ii) if the Class A Certificates and Class B Certificates have
been reduced to zero, any interest due on the Class C Certificates but not paid
on any previous Distribution Date plus any Class C Additional Interest
previously due but not paid to the Class C Certificateholders on a prior
Distribution Date, (iii) if Conseco Finance Corp. or an Affiliate of Conseco
Finance Corp. is no longer the Servicer, the Class C Floating Allocation
Percentage of the Servicing Fee for the prior Monthly Period and (iv) the Class
C Floating Allocation Percentage of the Investor Default Amount, to the extent
not previously paid, for any Business Day in the prior Monthly Period over (y)
the Series Available Interest Collections plus any Excess Interest Collections
from other Series allocated with respect to the amounts described in clauses
(x)(i) through (iv).

         "Class D Additional Interest" shall have the meaning specified in
subsection 4.6(d).

         "Class D Certificate Rate" means, with respect to any Interest Accrual
Period, the lesser of (i) the applicable LIBOR plus ____% per annum or (ii) the
applicable Net Receivables Rate.

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

         "Class D Certificateholders' Interest" means the portion of the Series
2001-1 Certificateholders' Interest evidenced by the Class D Certificates.

         "Class D Certificates" means any of the certificates executed by the
Transferor and authenticated by or on behalf of the Trustee, substantially in
the form of Exhibit D hereto.

         "Class D Fixed/Floating Allocation Percentage" means, for any Business
Day, the percentage equivalent of a fraction, the numerator of which is the
Class D Invested Amount at the end of the last day of the Revolving Period and
the denominator of which is the greater of (a) the sum of the Pool Balance and
the amount on deposit in the Excess Funding Account as of the end of the
preceding Business Day and (b) the sum of the numerators used to calculate the
allocation percentages with respect to Principal Collections for all Series.

                                     -10-
<PAGE>

         "Class D Floating Allocation Percentage" means, with respect to any
Business Day, the percentage equivalent of a fraction, the numerator of which is
the Class D Invested Amount as of the end of the preceding Business Day and the
denominator of which is the greater of (a) the sum of the Pool Balance and the
amount on deposit in the Excess Funding Account at the end of the preceding
Business Day and (b) the sum of the numerators used to calculate the allocation
percentages with respect to Principal Collections for all Series.

         "Class D Incremental Invested Amount" means, for any Monthly Period,
the product of (a) a fraction, the numerator of which the Invested Amount
(exclusive of the Class D Incremental Invested Amount) on the last day of the
immediately preceding Monthly Period and the denominator of which is the Pool
Balance on such last day, times (b) the Overconcentration Amount for the
Distribution Date related to such Monthly Period.

         "Class D Initial Invested Amount" means the aggregate initial principal
amount of the Class D Certificates (exclusive of the Class D Incremental
Invested Amount), which is $__________.

         "Class D Invested Amount" means an amount equal to

                  (a) the Class D Initial Invested Amount, plus

                  (b) the Class D Incremental Invested Amount for the related
         Monthly Period, minus

                  (c) in the Monthly Period in which occurs the Distribution
         Date on which the Invested Amount of the Series 1998-2 and the Series
         1999-1 Certificates is reduced to zero, $_________, and for any Monthly
         Period thereafter, zero, plus

                  (d) any Additional Class D Invested Amount, minus

                  (e) the aggregate amount of principal payments made to Class D
         Certificateholders prior to such date, minus

                  (f) the aggregate amount of Class D Investor Charge-Offs for
         all prior Distribution Dates equal to the amount by which the Class D
         Invested Amount has been reduced to fund Investor Default Amounts on
         all prior Distribution Dates pursuant to Section 4.13(a), minus

                  (g) the aggregate amount of Reallocated Class D Principal
         Collections for all prior Distribution Dates, plus

                  (h) the aggregate amount allocated and available on all prior
         Business Days pursuant to subsection 4.9(a)(x) (including amounts
         applied pursuant to such subsection but funded pursuant to Section
         4.10(a) and (b)) for the purpose of reimbursing amounts deducted
         pursuant to the foregoing clauses (f) and (g).

                                     -11-
<PAGE>

         "Class D Investor Charge-Off" shall have the meaning specified in
subsection 4.13(a).

         "Class D Investor Default Amount" means the portion of all Defaulted
Receivables in an amount equal to the product of (a) the Class D Floating
Allocation Percentage and (b) the aggregate principal amount (exclusive of the
portion thereof allocable to the Discount Factor, if any) of Defaulted
Receivables identified since the prior reporting date.

         "Class D Principal" means the principal distributable in respect of the
Class D Certificates as calculated in accordance with subsection 4.7(d).

         "Class D Principal Payment Commencement Date" means the earlier of (a)
the Distribution Date on which the Class C Invested Amount is paid in full or,
if there are no Principal Collections allocable to the Series 2001-1 Investor
Certificates remaining after payments have been made to the Class C Certificates
on such Distribution Date, the Distribution Date following the Distribution Date
on which the Class C Invested Amount is paid in full and (b) the Distribution
Date following a sale or repurchase of the Receivables as set forth in Pooling
and Servicing Agreement and the 2001-1 Series Supplement.

         "Class D Subaccount" means a subaccount of the Excess Funding Account,
into which Principal Collections allocable to Class D Certificates will be
deposited during any Early Amortization Period.

         "Controlled Accumulation Amount" means the quotient derived from
dividing the Class A Invested Amount as of the Distribution Date in ________
200_ (after giving effect to any changes therein on such date) by the
Accumulation Period Length.

         "Controlled Accumulation Period" means, with respect to the Series
2001-1 Certificates, unless a Pay Out Event shall have occurred with respect to
such Series prior thereto, the period commencing on the Accumulation Period
Commencement Date and ending upon the earliest to occur of (i) the commencement
of the Early Amortization Period, (ii) payment in full to the Investor
Certificateholders of the Invested Amount, and (iii) the Series 2001-1
Termination Date.

         "Controlled Deposit Amount" means, for any Monthly Period, the sum of
the (i) Controlled Accumulation Amount for such Monthly Period plus (ii) the
Accumulation Shortfall for the related Monthly Period.

         "Distribution Date" means the 13th day of each month, or if such day is
not a Business Day, the next succeeding Business Day, beginning __________,
200_.

         "Early Amortization Period" means the period beginning on the date that
a Pay Out Event occurs, and ending on the earlier of (i) the date on which the
Class A Invested Amount, the Class B Invested Amount, the Class C Invested
Amount and the Class D Invested Amount have been paid in full and (ii) the
Series 2001-1 Termination Date.

         "Enhancement" means, with respect to the Class A Certificates, the
subordination of the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount, with

                                     -12-
<PAGE>

respect to the Class B Certificates, the subordination of the Class C Invested
Amount and the Class D Invested Amount, and with respect to the Class C
Certificates, the subordination of the Class D Invested Amount.

         "Excess Interest Collections" means, with respect to any Business Day,
as the context requires, either (x) the amount described in subsection
4.9(a)(xiv) allocated to the Series 2001-1 Certificates but available to cover
shortfalls in amounts paid from Interest Collections for other Series, if any,
or (y) the aggregate amount of Interest Collections allocable to other Series in
excess of the amounts necessary to make required payments with respect to such
Series, if any, and available to cover shortfalls with respect to the Series
2001-1 Certificates.

         "Fixed/Floating Allocation Percentage" means, for any Business Day, the
percentage equivalent of a fraction, the numerator of which is the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount or the
Class D Invested Amount, respectively, at the end of the last day of the
Revolving Period and the denominator of which is the greater of (a) the Pool
Balance (plus amounts, if any, on deposit in the Excess Funding Account) at the
end of the preceding Business Day and (b) the sum of the numerators used to
calculate allocation percentages with respect to Principal Collections for all
Series.

         "Floating Allocation Percentage" means for any Business Day, the sum of
the Class A Floating Allocation Percentage, the Class B Floating Allocation
Percentage, the Class C Floating Allocation Percentage and the Class D Floating
Allocation Percentage.

         "Full Invested Amount" shall mean $__________.

         "Funding Period" shall mean the period from and including the Series
2001-1 Issuance Date to but excluding the earlier of (x) the first day for which
the Invested Amount equals the Full Invested Amount; (y) the first day on which
a Pay Out Event is deemed to occur and (z) the first day of the ________ 200_
Monthly Period.

         "Initial Invested Amount" means the aggregate initial principal amount
of the Investor Certificates of Series 2001-1 less the Pre-Allocated Invested
Amount, or $__________.

         "Initial Pre-Funded Amount" shall mean $__________.

         "Interest Accrual Period" means, with respect to a Distribution Date,
the period from and including the preceding Distribution Date (or, in the case
of the first Distribution Date, from and including the Series 2001-1 Issuance
Date) to but excluding such Distribution Date.

         "Invested Amount" means, when used with respect to any Business Day, an
amount equal to the sum of (a) the Class A Invested Amount as of such Business
Day, (b) the Class B Invested Amount as of such Business Day, (c) the Class C
Invested Amount as of such Business Day and (d) the Class D Invested Amount as
of such Business Day.

         "Investor Certificateholder" means the Holder of record of an Investor
Certificate of Series 2001-1.

                                     -13-
<PAGE>

         "Investor Certificates" means the Class A Certificates, the Class B
Certificates, the Class C Certificates and the Class D Certificates.

         "Investor Charge-Off" means the sum of the Class A Investor Charge-Off,
the Class B Investor Charge-Off, the Class C Investor Charge-Off and the Class D
Investor Charge-Off.

         "Investor Default Amount" means, with respect to each Business Day, an
amount equal to the product of the Floating Allocation Percentage applicable for
such Business Day and the principal amount (exclusive of the portion thereof
allocable to the Discount Factor, if any) of Defaulted Receivables identified
since the prior Business Day.

         "Investor Percentage" means for any Business Day, (a) with respect to
Interest Receivables and Defaulted Receivables at any time or Principal
Receivables during the Revolving Period, the Floating Allocation Percentage and
(b) with respect to Principal Receivables during the Controlled Accumulation
Period or Early Amortization Period, the Fixed/Floating Allocation Percentage.

         "LIBOR" means, for any Interest Accrual Period, the London interbank
offered quotations for one-month Dollar deposits on the related LIBOR
Determination Date determined by the Trustee in accordance with the provisions
of Section 4.15.

         "LIBOR Determination Date" means, for any Interest Accrual Period
following the initial Interest Accrual Period, the second Business Day prior to
the commencement of the second and each subsequent Interest Accrual Period. With
respect to the initial Interest Accrual Period, the Trustee will determine LIBOR
on __________, 200_ for the period from __________, 200_ up to but excluding
__________, 200_. For purposes of this definition, the term "Business Day" means
any day on which banks in London and New York are open for the transaction of
international business.

         "Manufacturer Overconcentration" on any Distribution Date shall mean,
the excess of (a) the aggregate of all amounts of Principal Receivables in
Accounts created pursuant to Floorplan Agreements with a single Manufacturer on
the last day of the Monthly Period immediately preceding such Distribution Date
that are covered by a Floorplan Agreement with such Manufacturer over (b) ____%
of the total Principal Receivables on the last day of such immediately preceding
Monthly Period. Certain Manufacturers may be subject to a higher percentage
limit acceptable to each Rating Agency without any reduction or withdrawal of
its rating of Certificates rated by such Rating Agency, but in no case higher
than ____%. Notwithstanding the above, the percentage in clause (b) for such
Overconcentration may be increased by the Transferor, without the consent of any
Certificateholder, to a level acceptable to each Rating Agency without any
reduction or withdrawal of its rating of Certificates rated by such Rating
Agency (but which may involve an adjustment, upward or downward, of certain
Invested Amounts).

         "Minimum Aggregate Principal Receivables" means the sum of all
numerators used to calculate the allocation percentages with respect to
Principal Collections for all Series.

                                     -14-
<PAGE>

     "Minimum Transferor Interest" means, as of any date of determination,
the sum of the product for each Series of (i) the Minimum Transferor Percentage
for such Series, times (ii) the Invested Amount for such Series.

     "Minimum Transferor Percentage" is [4]% with respect to the Series 2001-1
Certificates.

     "Monthly Payment Rate" means, for any Monthly Period, the percentage
equivalent of a fraction, the numerator of which is the aggregate of the
Receivables balances (without deducting therefrom the discount portion, if any)
collected during such Monthly Period and the denominator of which is the average
daily aggregate Receivables balance (without deducting therefrom the discount
portion, if any) for such Monthly Period.

     "Monthly Period" shall have the meaning specified in the Agreement, except
that the first Monthly Period with respect to the Series 2001-1 Certificates
shall begin on and include __________, 2001.

     "Monthly Servicing Fee" means the portion of the servicing fee allocable to
the Series 2001-1 Certificateholders' Interest during each Monthly Period, which
will be equal to one-twelfth of the product of (x) the Servicing Fee Rate per
annum and (y) the Invested Amount on the first day of such Monthly Period or, in
the case of the first Distribution Date, the initial principal amount of the
Series 2001-1 Certificates.

     "Negative Carry Amount" means, for any Business Day, to the extent that any
amounts are on deposit in the Excess Funding Account or the Pre-Funding Account
on such Business Day, an amount equal to the excess of (x) the product of (a)
the Base Rate, (b) the aggregate amount on deposit in the Excess Funding Account
and the Pre-Funding Account and the Pre-Allocated Invested Amount and (c) the
number of days elapsed since the previous Business Day divided by the actual
number of days in such year over (y) the aggregate amount of all earnings since
the previous Business Day available from the Cash Equivalents in which funds on
deposit in the Excess Funding Account and the Pre-Funding Account are invested.

     "Net Receivables Rate" means, for any Distribution Date, the sum of (i) the
weighted average of the interest rates borne by the Receivables during the
second preceding Monthly Period (because interest payments on the Receivables at
such rates will be due and payable in the Monthly Period preceding such
Distribution Date), plus (ii) the product of (x) the Monthly Payment Rate for
the Monthly Period preceding such Distribution Date, the (y) Discount Factor, if
any, for such Distribution Date, and (z) twelve, less 1% per annum if Conseco
Finance Corp. or an affiliate is the Servicer, or 2% per annum if Conseco
Finance Corp. or an affiliate is not the Servicer, unless the Servicing Fee has
been waived for such Monthly Period.

     "Paying Agent" means, for the Series 2001-1 Certificates, Wells Fargo Bank
Minnesota, N.A. and Banque Generale du Luxembourg.

     "Period Length Determination Date" means the Determination Date immediately
preceding the ________ 200_ Distribution Date and each Determination Date
thereafter until the Controlled Accumulation Period commences.

                                     -15-
<PAGE>

     "Pre-Allocated Invested Amount" means, on any date, the Initial Pre-Funded
Amount plus the amount in the Series 1998-2 and the Series 1999-1 Principal
Account on the Series 2001-1 Issuance Date, or $__________.

     "Pre-Funded Amount" shall mean (a) the Initial Pre-Funded Amount, minus (b)
the amount withdrawn from the Pre-Funding Account during the Funding Period
pursuant to Section 4.18, minus (c) the amount of any principal losses on funds
on deposit in the Pre-Funding Account and minus (d) the amount withdrawn from
the Pre-Funding Account and deposited in the Excess Funding Account pursuant to
Section 4.17(b).

     "Pre-Funding Account" means the account established and maintained pursuant
to subsection 4.17(a).

     "Principal Funding Investment Shortfall" means, for any day, the difference
between the amount of interest actually earned on investments in the Principal
Account on any day and the amount of interest that would have been earned on
such investments at the Base Rate for such day.

     "Principal Investment Proceeds" means investment earnings (net of
investment losses and expenses) on funds on deposit in the Principal Account
during the Controlled Accumulation Period.

     "Principal Shortfalls" means the amounts representing scheduled or
permitted principal distributions to certificateholders and deposits to
principal funding accounts, if any, for any Series that have not been covered
out of the Principal Collections allocable to such Series and certain other
amounts.

     "Product Line Overconcentration" on any Distribution Date means the excess
of (a) the aggregate of all amounts of Principal Receivables in the Accounts
that represent financing for a single product line (other than Asset-Based
Receivables and Receivables that represent financing for manufactured housing)
on the last day of the Monthly Period immediately preceding such Distribution
Date over (b) ____% for marine products, ____% for recreational vehicles, ____%
for lawn and garden equipment, and ____% for any other products in total, of the
total Principal Receivables on the last day of such immediately preceding
Monthly Period. Notwithstanding the above, in the case of each such
Overconcentration, the percentage in clause (b) for such Overconcentration may
be increased or decreased by the Transferor, without the consent of any
Certificateholder, to a level acceptable to each Rating Agency without any
reduction or withdrawal of its rating of any Certificates rated by it (but which
may involve an adjustment, upward or downward, of certain Invested Amounts).

     "Purchase Agreement" means the Receivables Purchase Agreement dated as of
December 1, 1995, between the Transferor and Conseco Finance Corp.

     "Qualified Institution" means a depository institution or trust company,
which may include the Trustee, organized under the laws of the United States or
any one of the states thereof, which at all items has a certificate of deposit
rating of P-1 by Moody's, of A-1+ by

                                     -16-
<PAGE>

Standard & Poor's, of F-1+ by Fitch if rated by Fitch or long-term unsecured
debt obligation (other than such obligation the rating of which is based on
collateral or on the credit of a person other than such institution or trust
company) rating of Aaa by Moody's, of AAA by Standard & Poor's, and of AAA by
Fitch if rated by Fitch and deposit insurance provided by the FDIC, or a
depository institution, which may include the Trustee, which is acceptable to
the Rating Agencies; provided, however, that no such rating shall be required of
an institution which shall have corporate trust powers and which maintains the
Collection Account, any principal account, any interest funding account or any
other account maintained for the benefit of Certificateholders as a fully
segregated trust account with the trust department of such institution which is
rated at least Baa3 by Moody's.

     "Rating Agency" means each of Standard & Poor's Rating Services, a Division
of The McGraw-Hill Companies, Inc. ("Standard & Poor's"), Moody's Investors
Service, Inc. ("Moody's") and Fitch IBCA, Inc. ("Fitch").

     "Reallocated Class B Principal Collections" shall have the meaning
specified in subsection 4.14(c).

     "Reallocated Class C Principal Collections" shall have the meanin
specified in subsection 4.14(b).

     "Reallocated Class D Principal Collections" shall have the meaning
specified in subsection 4.14(a).

     "Reallocated Principal Collections" means the sum of Reallocated Class
B Principal Collections, Reallocated Class C Principal Collections and
Reallocated Class D Principal Collections.

     "Reference Banks" shall mean three major banks in the London interbank
market selected by the Servicer to determine and provide LIBOR on the basis of
quotations of the offered rates for one-month United States dollar deposits
following the LIBOR Determination Date.

     "Required Amount" shall have the meaning specified in Section 4.10.

     "Revolving Period" with respect to Series 2001-1 means the period from
and including the Series 2001-1 Issuance Date to, but not including, the earlier
of (a) the commencement of the Controlled Accumulation Period and (b) the
occurrence of a Pay Out Event.

     "Series 2001-1" means the Series of the Conseco Finance Corp. Floorplan
Receivables Master Trust represented by the Series 2001-1 Certificates.

     "Series 2001-1 Certificateholder" means the holder of record of any
Series 2001-1 Certificate.

     "Series 2001-1 Certificateholders' Interest" shall have the meaning
specified in Section 4.4.

                                     -17-
<PAGE>

     "Series 2001-1 Issuance Date" means ________, 2001.

     "Series 2001-1 Pay Out Event" shall have the meaning specified in Section 8
of this Series Supplement.

     "Series 2001-1 Termination Date" means the earlier of (i) the date in which
the final distribution of principal and interest on the Series 2001-1
Certificates is made and (ii) the ________ 200_ Distribution Date.

     "Series Available Interest Collections" shall have the meaning specified in
Section 4.9(a).

     "Servicing Fee Rate" means [2.00]% per annum.

     "Shared Principal Collections" means, as the context requires, either
(a) the amount allocated to the Series 2001-1 Investor Certificates which, in
accordance with subsections 4.9(b) and 4.9(c)(v) of the Agreement, may be
applied in accordance with Section 4.3(e) of the Agreement or (b) the amounts
allocated to the investor certificates (other than Transferor Retained
Certificates) of other Series which the applicable Supplements for such Series
specify are to be treated as "Shared Principal Collections" and which may be
applied as principal with respect to the Series 2001-1 Certificates.

     "Targeted Holder" shall mean each holder of a right to receive interest
or principal with respect to the Class C Certificates (or other interests in the
Trust), other than Certificates (or other such interests) with respect to which
an opinion is rendered that such Certificates (or other such interests) will be
treated as debt for federal income tax purposes, and any holder of a right to
receive any amount in respect of the Exchangeable Transferor Certificate;
provided, that any Person holding more than one interest each of which would
cause such Person to be a Targeted Holder shall be treated as a single Targeted
Holder.

     "Termination Payment Date" means the earlier of the first Distribution
Date following the liquidation or sale of the Receivables as a result of an
Insolvency Event and the occurrence of the Series 2001-1 Termination Date.

     "Transfer" shall have the meaning specified in subsection 11(a) of this
Series Supplement.

     "Transferor Interest Collections" means, on any Business Day, the product
of (a) the Interest Collections, (b) the Transferor Percentage and (c) the
Series Allocation Percentage for such Business Day.

     "Transferor Retained Certificates" means, with respect to Series 2001-1,
the Class D Certificates, which the Transferor retains, but only to the extent
that and for so long as the Transferor is the Holder of such Certificates.

                                     -18-
<PAGE>

     "Trust Accounts" means the Interest Funding Account, the Principal Account,
the Distribution Account, the Collection Account, the Excess Funding Account,
the Pre-Funding Account and the Class D Subaccount of the Excess Funding
Account.

     SECTION 3. Optional Repurchase. The Series 2001-1 Certificates shall be
subject to termination by the Transferor at its option, in accordance with the
terms specified in subsection 12.2(a) of the Agreement, on any Distribution Date
on or after the Distribution Date on which the sum of the Class A Invested
Amount, the Class B Invested Amount and the Class C Invested Amount is reduced
to an amount less than or equal to 20% of the sum of the Class A Initial
Invested Amount, the Class B Initial Invested Amount and the Class C Initial
Invested Amount. The deposit required in connection with any such termination
and final distribution shall be equal to the sum of the Class A Invested Amount,
the Class B Invested Amount and the Class C Invested Amount plus accrued and
unpaid interest on the Class A Certificates, Class B Certificates and Class C
Certificates through the day prior to the Distribution Date on which the final
distribution occurs.

     SECTION 4. Delivery and Payment for the Series 2001-1 Certificates. The
Transferor shall execute and deliver the Series 2001-1 Certificates to the
Trustee for authentication in accordance with Section 6.1 of the Agreement. The
Trustee shall deliver the Series 2001-1 Certificates to or upon the order of the
Transferor when authenticated in accordance with Section 6.2 of the Agreement.
It is a condition to the issuance of the Class A Certificates that they be rated
"AAA" by Standard & Poor's, "Aaa" by Moody's and "AAA" by Fitch. It is a
condition to the issuance of the Class B Certificates that they be rated at
least "A" by Standard & Poor's, "A3" by Moody's and "AA-" by Fitch. It is a
condition to the issuance of the Class C Certificates that they be rated at
least "BBB" by Fitch.

     SECTION 5. Form of Delivery of Series 2001-1 Certificates. The Class A
Certificates, the Class B Certificates, the Class C Certificates and the Class D
Certificates shall be delivered as Registered Certificates as provided in
Section 6.1 of the Agreement. The Class C Certificates and the Class D
Certificates shall not be represented by Book-Entry Certificates pursuant to
Section 6.10.

     SECTION 6. Article IV of Agreement. Sections 4.1, 4.2 and 4.3 of the
Agreement shall read in their entirety as provided in the Agreement. Article IV
of the Agreement (except for Sections 4.1, 4.2 and 4.3 thereof) shall read in
its entirety as follows and shall be applicable only to the Series 2001-1
Certificates:

                                  ARTICLE IV

                       RIGHTS OF CERTIFICATEHOLDERS AND
                       --------------------------------
                   ALLOCATION AND APPLICATION OF COLLECTIONS
                   -----------------------------------------

     Section 4.4 Rights of Certificateholders.  The Series 2001-1 Certificates
shall represent undivided interests in the Trust, consisting of the right to
receive, to the extent necessary to make the required payments with respect to
such Series 2001-1 Certificates at the times and in the amounts specified in
this Agreement, (a) the Floating Allocation Percentage and the

                                     -19-
<PAGE>

Fixed/Floating Allocation Percentage (as applicable from time to time) of
Collections available in the Collection Account, (b) funds allocable to the
Series 2001-1 Certificates on deposit in the Excess Funding Account, the Class D
Subaccount of the Excess Funding Account and the Pre-Funding Account and (c)
funds on deposit in the Interest Funding Account, the Principal Account and the
Distribution Account (for such Series, the "Series 2001-1 Certificateholders'
Interest"). The Class B Invested Amount, the Class C Invested Amount and the
Class D Invested Amount shall be subordinated to the Class A Certificates, the
Class C Invested Amount and the Class D Invested Amount shall be subordinated to
the Class B Certificates, and the Class D Invested Amount shall be subordinated
to the Class C Certificates, in each case to the extent provided in this Article
IV. The Class B Certificates will not have the right to receive payments of
principal until the Class A Invested Amount has been paid in full. The Class C
Certificates will not have the right to receive payments of principal until the
Class A Invested Amount and the Class B Invested Amount have been paid in full.
The Class D Certificates will not have the right to receive payments of
principal until the Class A Invested Amount, the Class B Invested Amount and the
Class C Invested Amount have been paid in full.

     Section 4.5 Collections and Allocation; Payments on Exchangeable Transferor
                 ---------------------------------------------------------------
Certificate.
-----------

     (a)     Collections. The Servicer will apply or will instruct the Trustee
to apply all funds on deposit in the Collection Account and the Excess Funding
Account (including the Class D Subaccount) allocable to the Series 2001-1
Certificates, and all funds on deposit in the Interest Funding Account, the
Principal Account, the Distribution Account and the Pre-Funding Account
maintained for this Series, as described in this Article IV.

     (b)     Payments to the Holder of the Exchangeable Transferor Certificate.
On each Business Day, the Servicer shall determine whether a Pay Out Event is
deemed to have occurred with respect to the Series 2001-1 Certificates, and the
Servicer shall allocate and pay Collections in accordance with the Daily Report
with respect to such Business Day to the Holder of the Exchangeable Transferor
Certificate as follows:

             (i)    For each Business Day with respect to the Revolving Period,
     in addition to amounts allocated and paid to the Holder of the Exchangeable
     Transferor Certificate or pursuant to subsection 4.3(b) of the Agreement,
     an amount equal (x) to the product of the Class D Floating Allocation
     Percentage and the amount of Principal Collections on such Business Day,
     minus (y) the Reallocated Class D Principal Collections;

             (ii)   For each Business Day with respect to the Controlled
     Accumulation Period or Early Amortization Period, prior to the Business Day
     on which an amount equal to the Class C Invested Amount has been deposited
     in the Principal Account to be applied to the payment of Class C Principal,
     in addition to amounts allocated and paid to the Holder of the Exchangeable
     Transferor Certificate pursuant to subsection 4.3(b) of the Agreement, an
     amount equal to (x) the product of the Class D Fixed/Floating Allocation
     Percentage and the amount of Principal Collections on such Business Day
     minus (y) the Reallocated

                                     -20-
<PAGE>

     Class D Principal Collections; provided that if such Business Day is in the
     Early Amortization Period, such amount shall instead be deposited in the
     Class D Subaccount; and

             (iii) For each Business Day on and after the day on which Principal
     Collections are being deposited in the Principal Account pursuant to
     Section 4.9(c)(iv), the amount of payments of Principal Collections made to
     the Holder of the Exchangeable Transferor Certificate shall be determined
     only as provided in subsection 4.3(b) of the Agreement.

     Notwithstanding the foregoing, amounts payable to the Transferor pursuant
to subsection 4.5(b)(i) or (ii) shall instead be deposited in the Excess Funding
Account to the extent necessary to prevent the Transferor Interest from being
less than the Minimum Transferor Interest.

     The allocations to be made pursuant to this subsection 4.5(b) also apply to
deposits into the Collection Account that are treated as Collections, including
payment of the reassignment price pursuant to Sections 2.4(c) and (d) of the
Agreement and proceeds from the sale, disposition or liquidation of the
Receivables pursuant to Section 9.2, 10.2, 12.1 or 12.2 of the Agreement and
Section 3 of this Series Supplement. Such deposits to be treated as Collections
will be allocated as Interest Receivables or Principal Receivables as provided
in the Agreement.

     Section 4.6 Determination of Monthly Interest for the Series 2001-1
                 -------------------------------------------------------
                 Certificates.
                 ------------

     (a) The amount of monthly interest (the "Class A Monthly Interest")
allocable to the Class A Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class A Certificate
Rate, (ii) a fraction, the numerator of which is the actual number of days in
such Interest Accrual Period and the denominator of which is 360 and (iii) the
outstanding principal balance of the Class A Certificates at the close of
business on the first day of such Interest Accrual Period or, with respect to
the first Distribution Date, the initial outstanding principal balance of the
Class A Certificates.

     On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class A Interest Shortfall") equal to
the excess, if any, of (x) the Class A Monthly Interest for the Interest Accrual
Period applicable to the Distribution Date over (y) the amount available to be
paid to the Class A Certificateholders in respect of interest on such
Distribution Date. If there is a Class A Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class A Additional Interest") shall be
payable as provided herein with respect to the Class A Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class A Interest Shortfall is paid to Class A
Certificateholders, equal to the product of (i) the Class A Certificate Rate,
(ii) such Class A Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class A Additional Interest shall be payable or distributed to
Class A Certificateholders only to the extent permitted by applicable law.

                                     -21-
<PAGE>

        (b)    The amount of monthly interest (the "Class B Monthly Interest")
allocable to the Class B Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class B Certificate
Rate, (ii) the actual number of days in such Interest Accrual Period divided by
360 and (iii) with respect to the Funding Period, the outstanding principal
balance of the Class B Certificates at the close of business on the first day of
such Interest Accrual Period (or, with respect to the first Distribution Date,
the initial outstanding principal balance of the Class B Certificates) and,
after the Funding Period, the Class B Invested Amount at the close of business
on the first day of such Interest Accrual Period.

        On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class B Interest Shortfall") equal to
the excess, if any, of (x) the Class B Monthly Interest for the Interest Accrual
Period applicable to the Distribution Date over (y) the amount available to be
paid to the Class B Certificateholders in respect of interest on such
Distribution Date. If there is a Class B Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class B Additional Interest") shall be
payable as provided herein with respect to the Class B Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class B Interest Shortfall is paid to Class B
Certificateholders, equal to the product of (i) the Class B Certificate Rate,
(ii) such Class B Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class B Additional Interest shall be payable or distributed to
Class B Certificateholders only to the extent permitted by applicable law.

         (c)   The amount of monthly interest (the "Class C Monthly Interest")
allocable to the Class C Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class C Certificate
Rate, (ii) the actual number of days in such Interest Accrual Period divided by
360 and (iii) with respect to the Funding Period, the outstanding principal
balance of the Class C Certificates at the close of business on the first day of
such Interest Accrual Period (or, with respect to the first Distribution Date,
the initial outstanding principal balance of the Class C Certificates) and,
after the Funding Period, the Class C Invested Amount at the close of business
on the first day of such Interest Accrual Period.

         On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class C Interest Shortfall") equal to
the excess, if any, of (x) the Class C Monthly Interest for the Interest Accrual
Period applicable to the Distribution Date over (y) the amount available to be
paid to the Class C Certificateholders in respect of interest on such
Distribution Date. If there is a Class C Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class C Additional Interest") shall be
payable as provided herein with respect to the Class C Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class C Interest Shortfall is paid to Class C
Certificateholders, equal to the product of (i) the Class C Certificate Rate,
(ii) such Class C Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class C Additional Interest shall be payable or distributed to
Class C Certificateholders only to the extent permitted by applicable law.

                                     -22-
<PAGE>

         (d)   The amount of monthly interest (the "Class D Monthly Interest")
allocable to the Class D Certificates with respect to any Interest Accrual
Period shall be an amount equal to the product of (i) the Class D Certificate
Rate, (ii) the actual number of days in such Interest Accrual Period divided by
360 and (iii) with respect to the Funding Period, the outstanding principal
balance of the Class D Certificates at the close of business on the first day of
such Interest Accrual Period (or, with respect to the first Distribution Date,
the initial outstanding principal balance of the Class D Certificates) and,
after the Funding Period, the Class D Invested Amount at the close of business
on the first day of such Interest Accrual Period.

         On the Determination Date preceding each Distribution Date, the
Servicer shall determine an amount (the "Class D Interest Shortfall") equal to
the excess, if any, of (x) the Class D Monthly Interest for the Interest Accrual
Period applicable to the Distribution Date over (y) the amount available to be
paid to the Class D Certificateholders in respect of interest on such
Distribution Date. If there is a Class D Interest Shortfall with respect to any
Distribution Date, an additional amount ("Class D Additional Interest") shall be
payable as provided herein with respect to the Class D Certificates on each
Distribution Date following such Distribution Date, to and including the
Distribution Date on which such Class D Interest Shortfall is paid to Class D
Certificateholders, equal to the product of (i) the Class D Certificate Rate,
(ii) such Class D Interest Shortfall remaining unpaid and (iii) a fraction, the
numerator of which is the actual number of days in the related Interest Accrual
Period and the denominator of which is 360. Notwithstanding anything to the
contrary herein, Class D Additional Interest shall be payable or distributed to
Class D Certificateholders only to the extent permitted by applicable law.

         Section 4.7 Determination of Principal Amounts.
                     ----------------------------------

         (a)    The amount of principal (the "Class A Principal") with respect
to the Class A Certificates for each Distribution Date during the Controlled
Accumulation Period or Early Amortization Period shall be equal to an amount
calculated as follows: the sum of

                (i) an amount equal to the product of the ABC Fixed/Floating
         Allocation Percentage and the aggregate amount of Principal Collections
         (less the amount of Reallocated Class B Principal Collections and
         Reallocated Class C Principal Collections) with respect to the
         preceding Monthly Period,

               (ii) any amount on deposit in the Excess Funding Account
         (exclusive of amounts, if any, in the Class D Subaccount) allocated to
         the Class A Certificates pursuant to subsection 4.9(d) of the
         Agreement, and any amount on deposit in the Pre-Funding Account
         (exclusive of any investment earnings) allocated to the Class A
         Certificates pursuant to Section 4.18, with respect to the preceding
         Monthly Period,

              (iii) the amount, if any, allocated to the Class A Certificates
         pursuant to subsections 4.9(a)(iv), (vi), (viii) and (ix) of the
         Agreement and, with respect to such subsections, pursuant to
         subsections 4.10(a) and (b) and 4.14(a), (b) and (c) of the Agreement,
         and

                                     -23-
<PAGE>

               (iv) the amount of Shared Principal Collections allocated to the
         Class A Certificates with respect to the preceding Monthly Period
         pursuant to Section 4.8 of the Agreement; provided, however, that with
         respect to any Distribution Date during the Controlled Accumulation
         Period, Class A Principal may not exceed the lesser of (i) the
         Controlled Deposit Amount for such Distribution Date and (ii) the Class
         A Invested Amount;

provided, further, that with respect to the Series 2001-1 Termination Date, the
Class A Principal shall be an amount equal to the Class A Invested Amount.

         (b)   The amount of principal (the "Class B Principal") with respect to
the Class B Certificates for each Distribution Date on or after the Class B
Principal Commencement Date shall equal an amount calculated as follows: the sum
of

               (i) an amount equal to the product of the ABC Fixed/Floating
         Allocation Percentage and the aggregate amount of Principal Collections
         (less the amount of Reallocated Class B Principal Collections and
         Reallocated Class C Principal Collections) with respect to the
         preceding Monthly Period (or, in the case of the first Distribution
         Date following the date on which an amount equal to the Class A
         Invested Amount is deposited in the Principal Account to be applied to
         the payment of Class A Principal, the ABC Fixed/Floating Allocation
         Percentage of Principal Collections from the date on which such deposit
         is made),

              (ii) any amount on deposit in the Excess Funding Account
         (exclusive of amounts, if any, in the Class D Subaccount) allocated to
         the Class B Certificates pursuant to subsection 4.9(d) of the
         Agreement, and any amount on deposit in the Pre-Funding Account
         (exclusive of any investment earnings) allocated to the Class B
         Certificates pursuant to Section 4.18, with respect to the preceding
         Monthly Period,

             (iii) the amount, if any, allocated to the Class B Certificates
         pursuant to subsections 4.9(a)(iv), (viii) and (ix) of the Agreement
         and, with respect to such subsections, pursuant to subsections 4.10(a)
         and (b) and 4.14(a) and (b) of the Agreement with respect to such
         Distribution Date and

              (iv) the amount of Shared Principal Collections allocated to the
         Class B Certificates with respect to the preceding Monthly Period
         pursuant to Section 4.8 of the Agreement on or after the Class B
         Principal Commencement Date;

provided, however, that, with respect to any Distribution Date, Class B
Principal may not exceed the Class B Invested Amount; provided, further, that
with respect to the Series 2001-1 Termination Date, the Class B Principal shall
be an amount equal to the Class B Invested Amount.

                                     -24-
<PAGE>

         (c)  The amount of principal (the "Class C Principal") with respect to
the Class C Certificates for each Distribution Date beginning on or after the
Class C Principal Commencement Date shall equal an amount calculated as follows:
the sum of

              (i)   an amount equal to the product of the ABC Fixed/Floating
         Allocation Percentage and the aggregate amount of Principal Collections
         (less the amount of Reallocated Class C Principal Collections) with
         respect to the preceding Monthly Period (or, in the case of the first
         Distribution Date following the date on which an amount equal to the
         Class B Invested Amount is deposited in the Principal Account to be
         applied to the payment of Class B Principal, the ABC Fixed/Floating
         Allocation Percentage of Principal Collections from the date on which
         such deposit is made),

              (ii)  any amounts on deposit in the Excess Funding Account (other
         than the Class D Subaccount) allocated to the Class C Certificates
         pursuant to subsection 4.9(d) of the Agreement, and any amount on
         deposit in the Pre-Funding Account (exclusive of any investment
         earnings) allocated to the Class C Certificates pursuant to Section
         4.18, with respect to the preceding Monthly Period,

              (iii) the amount, if any, allocated to the Class C Certificates
         pursuant to subsections 4.9(a)(iv) and (ix) of the Agreement with
         respect to such Distribution Date and

              (iv)  the amount of Shared Principal Collections allocated to the
         Class C Certificates with respect to the preceding Monthly Period
         pursuant to Section 4.8 of the Agreement on and after the Class C
         Principal Commencement Date;

provided, however, that with respect to any Distribution Date, Class C Principal
may not exceed the Class C Invested Amount; provided, further, that with respect
to the Series 2001-1 Termination Date, the Class C Principal shall be an amount
equal to the Class C Invested Amount.

         (d)   The amount of principal (the "Class D Principal") with respect to
the Class D Certificates for the Transfer Date preceding the Class D Principal
Commencement Date, and for each Transfer Date thereafter until the Trust is
terminated or until the Class D Invested Amount is paid in full, shall equal an
amount calculated as follows: the sum of

               (i) an amount equal to the product of the Class D Fixed/Floating
         Allocation Percentage of Principal Collections (less the amount of
         Reallocated Class D Principal Collections) with respect to the
         preceding Monthly Period (or, in the case of the first Distribution
         Date following the date on which an amount equal to the Class C
         Invested Amount is deposited in the Principal Account to be applied to
         the payment of Class C Principal, the Class D Fixed/Floating Allocation
         Percentage of Principal Collections from the date on which such deposit
         is made),

                                     -25-
<PAGE>

              (ii) any amount on deposit in the Excess Funding Account
         allocated to the Class D Certificates pursuant to subsection 4.9(d) of
         the Agreement with respect to the preceding Monthly Period, and

             (iii) the amount, if any, allocated to the Class D Certificates
         pursuant to subsections 4.9(a)(v) and (x) of the Agreement and, with
         respect to such subsections, pursuant to subsection 4.10(a) and (b) of
         the Agreement with respect to such Distribution Date;

provided, however, that with respect to the Series 2001-1 Termination Date, the
Class D Principal shall be an amount equal to the Class D Invested Amount.


         Section 4.8 Shared Principal Collections. Shared Principal Collections
allocated to the Series 2001-1 Certificates and to be applied pursuant to
subsections 4.9(c)(i)(y), 4.9(c)(ii)(y), 4.9(c)(iii)(y) and 4.9(c)(iv)(z) for
any Business Day with respect to the Controlled Accumulation Period shall mean
an amount equal to the product of (x) Shared Principal Collections for all
Series for such Business Day and (y) a fraction, the numerator of which is the
Principal Shortfall for the Series 2001-1 Certificates for such Business Day and
the denominator of which is the aggregate amount of Principal Shortfalls for all
Series for such Business Day. For any Business Day with respect to the Revolving
Period, Shared Principal Collections allocated to the Series 2001-1 Certificates
shall be zero.

         Section 4.9 Application of Funds on Deposit in the Collection Account
                     ---------------------------------------------------------
for the Certificates.
--------------------

         (a)     On each Business Day, the Servicer shall deliver to the Trustee
a Daily Report in which it shall instruct the Trustee to withdraw, and the
Trustee, acting in accordance with such instructions, shall withdraw, to the
extent of the amount of the Floating Allocation Percentage of Interest
Collections available in the Collection Account and net investment earnings on
amounts in the Pre-Funding Account (the "Series Available Interest
Collections"), the amounts required to be withdrawn from the Collection Account
pursuant to subsections 4.9(a)(i) through 4.9(a)(xiv).

                 (i) Class A Interest. On each Business Day during a Monthly
         Period, the Trustee, acting in accordance with instructions from the
         Servicer, shall withdraw from the Collection Account and deposit into
         the Interest Funding Account for distribution on the next Distribution
         Date to the Class A Certificateholders, to the extent of the Series
         Available Interest Collections for such Business Day, an amount equal
         to the lesser of (x) the Series Available Interest Collections and (y)
         the excess of (1) the sum of Class A Monthly Interest and Carryover
         Class A Interest over (2) any amounts with respect thereto previously
         deposited into the Interest Funding Account on any prior Business Day
         during such Monthly Period. Notwithstanding anything to the contrary
         herein, the portion of Carryover Class A Interest that constitutes
         Class A Additional Interest shall be payable or distributable to Class
         A Certificateholders only to the extent permitted by applicable law.

                                     -26-
<PAGE>

                (ii) Class B Interest. On each Business Day during a Monthly
         Period, the Trustee, acting in accordance with instructions from the
         Servicer, shall withdraw from the Collection Account and deposit into
         the Interest Funding Account for distribution on the next Distribution
         Date to the Class B Certificateholders, to the extent of any Series
         Available Interest Collections remaining after giving effect to the
         withdrawal pursuant to subsection 4.9(a)(i), an amount equal to the
         lesser of (x) any such remaining Series Available Interest Collections
         and (y) the excess of (1) the sum of Class B Monthly Interest and
         Carryover Class B Interest over (2) any amounts with respect thereto
         previously deposited into the Interest Funding Account on any prior
         Business Day during such Monthly Period. Notwithstanding anything to
         the contrary herein, the portion of Carryover Class B Interest that
         constitutes Class B Additional Interest shall be payable or
         distributable to Class B Certificateholders only to the extent
         permitted by applicable law.

               (iii) Monthly Servicing Fee. On each Business Day on which
         Conseco Finance Corp. or an Affiliate of Conseco Finance Corp. is not
         the Servicer, the Trustee, acting in accordance with instructions from
         the Servicer, shall withdraw from the Collection Account and distribute
         to the Servicer, to the extent of any Series Available Interest
         Collections remaining after giving effect to the withdrawals pursuant
         to subsections 4.9(a)(i) and (ii), an amount equal to the lesser of (x)
         any such remaining Series Available Interest Collections and (y) the
         excess of (i) the Monthly Servicing Fee for such Monthly Period plus
         any unpaid Monthly Servicing Fees from prior Monthly Periods over (ii)
         any amounts with respect thereto previously distributed to the Servicer
         during such Monthly Period.

                (iv) ABC Investor Default Amount. On each Business Day, the
         Trustee, acting in accordance with instructions from the Servicer,
         shall withdraw from the Collection Account, to the extent of any Series
         Available Interest Collections remaining after giving effect to the
         withdrawals pursuant to subsections 4.9(a)(i) through (iii), an amount
         equal to the lesser of (x) any such remaining Series Available Interest
         Collections and (y) the sum of (1) the aggregate ABC Investor Default
         Amount for such Business Day plus (2) the unpaid ABC Investor Default
         Amount for each previous Business Day during such Monthly Period, such
         amount to be (A) treated as Shared Principal Collections during the
         Revolving Period, and (B) to the extent allocated to Class A Principal,
         Class B Principal or Class C Principal pursuant to Section 4.7 during
         the Controlled Accumulation Period or Early Amortization Period,
         deposited in the Principal Account for distribution to the applicable
         Class or Classes of Certificateholders on the next Distribution Date.

                 (v) Class D Investor Default Amount. On each Business Day, the
         Trustee, acting in accordance with instructions from the Servicer,
         shall withdraw from the Collection Account, to the extent of any Series
         Available Interest Collections remaining after giving effect to the
         withdrawals pursuant to subsections 4.9(a)(i) through (iv), an amount
         equal to the lesser of (x) any such

                                     -27-
<PAGE>

         remaining Series Available Interest Collections and (y) the sum of (1)
         the aggregate Class D Investor Default Amount for such Business Day
         plus (2) the unpaid Class D Investor Default Amount for each previous
         Business Day during such Monthly Period, such amount to be (A) paid to
         the Transferor during the Revolving Period and during the Controlled
         Accumulation Period prior to the date on which an amount equal to the
         Class C Invested Amount has been deposited in the Principal Account,
         (B) to the extent allocated to Class D Principal pursuant to Section
         4.7 during the Controlled Accumulation Period or the Early Amortization
         Period following the date on which an amount equal to the Class C
         Invested Amount has been deposited in the Principal Account, deposited
         in the Principal Account for distribution to the Class D
         Certificateholders on the next Distribution Date and (C) during the
         Early Amortization Period prior to the date on which an amount equal to
         the Class C Invested Amount has been deposited in the Principal
         Account, deposited in the Class D Subaccount of the Excess Funding
         Account to be available to be applied as Reallocated Class D Principal
         Collections until the Class C Invested Amount has been paid in full
         and, after the Class C Invested Amount has been paid in full, paid to
         the Transferor.

                (vi) Reimbursement of Class A Investor Charge-Off. On each
         Business Day, the Trustee, acting in accordance with instructions from
         the Servicer, shall withdraw from the Collection Account, to the extent
         of any Series Available Interest Collections remaining after giving
         effect to the withdrawals pursuant to subsections 4.9(a)(i) through
         (v), an amount equal to the lesser of (x) any such remaining Series
         Available Interest Collections and (y) the unreimbursed Class A
         Investor Charge-Off, if any, which amount will be applied to reimburse
         Class A Investor Charge-Offs, such amount during the Revolving Period
         to be treated as Shared Principal Collections, and during the
         Controlled Accumulation Period or Early Amortization Period on and
         prior to the date on which an amount equal to the Class A Invested
         Amount is deposited in the Principal Account, to be deposited in the
         Principal Account for distribution to the Class A Certificateholders on
         the next Distribution Date.

               (vii) Unpaid Class B Interest. On each Business Day, the
         Trustee, acting in accordance with the instructions from the Servicer,
         shall withdraw from the Collection Account and deposit in the Interest
         Funding Account for distribution to the Class B Certificateholders on
         the next Distribution Date, to the extent of any Series Available
         Interest Collections remaining after giving effect to the withdrawals
         pursuant to subsections 4.9(a)(i) through (vi), an amount equal to the
         lesser of (x) any such remaining Series Available Interest Collections
         and (y) the sum of (1) the amount of interest which has accrued with
         respect to the outstanding aggregate principal amount of the Class B
         Certificates at the Class B Certificate Rate but which has not been
         deposited into the Interest Funding Account with respect to the Class B
         Certificateholders and (2) any additional interest (to the extent
         permitted by applicable law) at the Class B Certificate Rate accrued on
         interest that was due during a prior Monthly Period pursuant to this

                                     -28-
<PAGE>

         subsection but was not deposited in the Interest Funding Account or
         paid to the Class B Certificateholders.

              (viii) Reimbursement of Class B Investor Charge-Off. On each
         Business Day, the Trustee, acting in accordance with instructions from
         the Servicer, shall withdraw from the Collection Account, to the extent
         of any Series Available Interest Collections remaining after giving
         effect to the withdrawals pursuant to subsections 4.9(a)(i) through
         (vii), an amount equal to the lesser of (x) any such remaining Series
         Available Interest Collections and (y) the unreimbursed amount by which
         the Class B Invested Amount has been reduced on prior Business Days
         pursuant to clauses (c) and (d) of the definition of Class B Invested
         Amount, if any, such amount, (i) during the Revolving Period, to be
         treated as Shared Principal Collections, (ii) during the Controlled
         Accumulation Period or Early Amortization Period but prior to the date
         on which an amount equal to the Class A Invested Amount has been
         deposited in the Principal Account, to be deposited in the Principal
         Account for distribution to the Class A Certificateholders on the next
         Distribution Date, and (iii) during the Controlled Accumulation Period
         or Early Amortization Period, on and after the date on which an amount
         equal to the Class A Invested Amount has been deposited in the
         Principal Account, but prior to the date on which an amount equal to
         the Class B Invested Amount has been deposited in the Principal
         Account, to be deposited in the Principal Account for payment to the
         Class B Certificateholders on the next Distribution Date.

                (ix) Reimbursement of Class C Investor Charge-Off. On each
         Business Day, the Trustee, acting in accordance with instructions from
         the Servicer, shall withdraw from the Collection Account, to the extent
         of any Series Available Interest Collections remaining after giving
         effect to the withdrawals pursuant to subsections 4.9(a)(i) through
         (viii), an amount equal to the lesser of (x) any such remaining Series
         Available Interest Collections and (y) the unreimbursed amount by which
         the Class C Invested Amount has been reduced on prior Business Days
         pursuant to clauses (c) and (d) of the definition of Class C Invested
         Amount, if any, such amount, (i) during the Revolving Period, to be
         treated as Shared Principal Collections, (ii) during the Controlled
         Accumulation Period or Early Amortization Period but prior to the date
         on which an amount equal to the Class A Invested Amount has been
         deposited in the Principal Account, to be deposited in the Principal
         Account for distribution to the Class A Certificateholders on the next
         Distribution Date, (iii) during the Controlled Accumulation Period or
         Early Amortization Period, on and after the date on which an amount
         equal to the Class A Invested Amount has been deposited in the
         Principal Account, but prior to the date on which an amount equal to
         the Class B Invested Amount has been deposited in the Principal
         Account, to be deposited in the Principal Account for distribution to
         the Class B Certificateholders on the next Distribution Date and (iv)
         on and after the date on which an amount equal to the Class B Invested
         Amount has been deposited in the Principal Account, to be deposited in
         the Principal Account for payment to the Class C Certificateholders on
         the next Distribution Date.

                                     -29-
<PAGE>

          (x)   Reimbursement of Class D Investor Charge-Off. On each Business
     Day, the Trustee, acting in accordance with instructions from the Servicer,
     shall withdraw from the Collection Account, to the extent of any Series
     Available Interest Collections remaining after giving effect to the
     withdrawals pursuant to subsections 4.9(a)(i) through (ix), an amount equal
     to the lesser of (x) any such remaining Series Available Interest
     Collections and (y) the unreimbursed amount by which the Class D Invested
     Amount has been reduced on prior Business Days pursuant to clauses (e) and
     (f) of the definition of Class D Invested Amount, if any, such amount, (i)
     during the Revolving Period, and during the Controlled Accumulation Period
     on and prior to the date on which an amount equal to the Class C Invested
     Amount has been deposited in the Principal Account, paid to the Transferor,
     (ii) during the Early Amortization Period, be deposited in the Class D
     Subaccount of the Excess Funding Account, to be held until the date on
     which an amount equal to the Class C Invested Amount has been deposited in
     the Principal Account, and to be available to be applied as Reallocated
     Class D Principal Collections and (iii) during the Controlled Accumulation
     Period on and after the date on which an amount equal to the Class C
     Invested Amount has been deposited in the Principal Account, deposited in
     the Principal Account for payment to the Class D Certificateholders.

          (xi)  Unpaid Class C Interest. On each Business Day, the Trustee,
     acting in accordance with the instructions from the Servicer, shall
     withdraw from the Collection Account and deposit in the Interest Funding
     Account for distribution to the Class C Certificateholders on the next
     Distribution Date, to the extent of any Series Available Interest
     Collections remaining after giving effect to the withdrawals pursuant to
     subsections 4.9(a)(i) through (x), an amount equal to the lesser of (x) any
     such remaining Series Available Interest Collections and (y) the excess of
     (1) the sum of the Class C Monthly Interest and Carryover Class C Interest
     over (2) any amounts with respect thereto previously deposited into the
     Interest Funding Account on any prior Business Day during such Monthly
     Period. Notwithstanding anything to the contrary herein, the portion of
     Carryover Class C Interest that constitutes Class C Additional Interest
     shall be payable or distributable to Class C Certificateholders only to the
     extent permitted by applicable law.

          (xii) Unpaid Class D Interest. On each Business Day, the Trustee,
     acting in accordance with the instructions from the Servicer, shall
     withdraw from the Collection Account and deposit in the Interest Funding
     Account for distribution to the Class D Certificateholders on the next
     Distribution Date, to the extent of any Series Available Interest
     Collections remaining after giving effect to the withdrawals pursuant to
     subsections 4.9(a)(i) through (xi), an amount equal to the lesser of (x)
     any such remaining Series Available Interest Collections and (y) the excess
     of (1) the sum of the Class D Monthly Interest and Carryover Class D
     Interest over (2) any amounts with respect thereto previously deposited
     into the Interest Funding Account on any prior Business Day during such
     Monthly Period. Notwithstanding anything to the contrary herein, the
     portion of Carryover Class D

                                     -30-
<PAGE>

     Interest that constitutes Class D Additional Interest shall be payable or
     distributable to Class D Certificateholders only to the extent permitted by
     applicable law.

          (xiii)  Monthly Servicing Fee. On each Business Day, if Conseco
     Finance Corp. or an Affiliate of Conseco Finance Corp. is the Servicer, the
     Trustee, acting in accordance with instructions from the Servicer, shall
     withdraw from the Collection Account and distribute to the Servicer, to the
     extent of Series Available Interest Collections for such Business Day
     remaining after giving effect to the withdrawals pursuant to subsections
     4.9(a)(i) through (xii), the Monthly Servicing Fee accrued since the
     preceding Business Day plus any Monthly Servicing Fee due with respect to
     any prior Business Day but not distributed to the Servicer.

          (xiv)   Excess Interest Collections. Any amounts remaining in the
     Collection Account to the extent of any Series Available Interest
     Collections remaining after giving effect to the withdrawals pursuant to
     subsections 4.9(a)(i) through (xiii), shall be treated as Excess Interest
     Collections, and the Servicer shall direct the Trustee in writing on each
     Business Day to withdraw such amounts from the Collection Account and to
     first make such amounts available to pay to Certificateholders of other
     Series to the extent of shortfalls, if any, in amounts payable to such
     certificateholders from Interest Collections allocated to such other
     Series, then to pay any unpaid commercially reasonable costs and expenses
     of a Successor Servicer, if any, and then pay any remaining Excess Interest
     Collections to the Transferor.

     (b)  For each Business Day with respect to the Revolving Period, the
funds on deposit in the Collection Account to the extent of the product of (i)
the sum of the Class A Floating Allocation Percentage, the Class B Floating
Allocation Percentage and the Class C Floating Allocation Percentage and (ii)
Principal Collections with respect to such Business Day (less the amount of
Reallocated Class C Principal Collections and Reallocated Class B Principal
Collections on such Business Day) will be treated as Shared Principal
Collections and applied, pursuant to the written direction of the Servicer in
the Daily Report for such Business Day, as provided in Section 4.3(e) of the
Agreement.

     (c)  For each Business Day on and after the Accumulation Period
Commencement Date or the commencement of the Early Amortization Period, the
amount of funds on deposit in the Collection Account, the Excess Funding Account
and the Pre-Funding Account as described below will be distributed, pursuant to
the written direction of the Servicer in the Daily Report for such Business Day,
in the following priority:

          (i)  on and prior to the day on which an amount equal to the Class A
     Invested Amount has been deposited in the Principal Account to be applied
     to the payment of Class A Principal, an amount (not in excess of the Class
     A Invested Amount) equal to the sum of (v) the product of the ABC Fixed/
     Floating Allocation Percentage and Principal Collections in the Collection
     Account at the

                                     -31-
<PAGE>

     end of the preceding Business Day (less the amount thereof to be applied as
     Reallocated Class B Principal Collections or Reallocated Class C Principal
     Collections on such Business Day), (w) any amount on deposit in the Excess
     Funding Account allocated to the Class A Certificates on such Business Day
     pursuant to subsection 4.9(d) plus any amount (exclusive of investment
     earnings) on deposit in the Pre-Funding Account, (x) amounts to be paid
     pursuant to subsections 4.9(a)(iv), (vi), (viii) and (ix) of the Agreement
     from Series Available Interest Collections and from amounts available
     pursuant to subsections 4.10(a) and (b) and subsections 4.14(a), (b) and
     (c) of the Agreement on such Business Day and (y) the amount of Shared
     Principal Collections allocated to the Series 2001-1 Certificates in
     accordance with Section 4.8 on such Business Day, will be deposited into
     the Principal Account;

          (ii)  on and after the day on which an amount equal to the Class A
     Invested Amount has been deposited in the Principal Account to be applied
     to the payment of Class A Principal, an amount (not in excess of the Class
     B Invested Amount) equal to the sum of (v) an amount equal to the product
     of the ABC Fixed/Floating Allocation Percentage and Principal Collections
     in the Collection Account at the end of the preceding Business Day (less
     the amount thereof to be applied as Reallocated Class B Principal
     Collections or Reallocated Class C Principal Collections on such Business
     Day), (w) any amount on deposit in the Excess Funding Account allocated to
     the Class B Certificates on such Business Day pursuant to subsection 4.9(d)
     plus any amount (exclusive of investment earnings) on deposit in the Pre-
     Funding Account, (x) the amount, if any, allocated to be paid to the Class
     B Certificates pursuant to subsections 4.9(a)(iv), (viii) and (ix) of the
     Agreement from Series Available Interest Collections and from amounts
     available pursuant to subsections 4.10(a) and (b) and subsections 4.14(a)
     and (b) of the Agreement with respect to such Business Day and (y) the
     amount of Shared Principal Collections allocated to the Series 2001-1
     Certificates in accordance with Section 4.8 on such Business Day (such sum,
     the "Class B Daily Principal Amount") will be deposited into the Principal
     Account;

          (iii) on and after the day on which an amount equal to the Class B
     Invested Amount has been deposited in the Principal Account to be applied
     to the payment of Class B Principal, an amount (not in excess of the Class
     C Invested Amount) equal to the sum of (v) an amount equal to the product
     of the ABC Fixed/Floating Allocation Percentage and Principal Collections
     in the Collection Account at the end of the preceding Business Day (less
     the amount thereof to be applied as Reallocated Class C Principal
     Collections on such Business Day), (w) any amount on deposit in the Excess
     Funding Account allocated to the Class C Certificates on such Business Day
     pursuant to subsection 4.9(d) plus any amount (exclusive of investment
     earnings) on deposit in the Pre-Funding Account, (x) the amount, if any,
     allocated to be paid to the Class C Certificates pursuant to subsections
     4.9(a)(iv) and (ix) of the Agreement from Series Available Interest
     Collections and from amounts available pursuant to subsections 4.10(a) and
     (b) and 4.14(a) of the Agreement with respect to such Business Day and

                                     -32-
<PAGE>

     (y) the amount of Shared Principal Collections allocated to the Series
     2001-1 Certificates in accordance with Section 4.8 on such Business Day
     (such sum, the "Class C Daily Principal Amount") will be deposited into the
     Principal Account;

          (iv)  on and after the day on which an amount equal to the Class C
     Invested Amount has been deposited in the Principal Account to be applied
     to the payment of Class C Principal, an amount equal to the sum of (w) an
     amount equal to the product of the Class D Fixed/Floating Allocation
     Percentage and Principal Collections in the Collection Account at the end
     of the preceding Business Day (less the amount thereof to be applied as
     Reallocated Class D Principal Collections on such Business Day), (x) any
     amount on deposit in the Excess Funding Account allocated to the Class D
     Certificates on such Business Day pursuant to subsection 4.9(d), (y) the
     amount, if any, allocated to be paid to the Class D Certificates pursuant
     to subsections 4.9(a)(v) and (x) of the Agreement from Series Available
     Interest Collections and from amounts available pursuant to subsections
     4.10(a) and (b) of the Agreement with respect to such Business Day and (z)
     the amount of Shared Principal Collections allocated to the Series 2001-1
     Certificates in accordance with Section 4.8 on such Business Day (such sum,
     the "Class D Daily Principal Amount") will be distributed to the Class D
     Certificateholders; and

          (v)   notwithstanding subsections 4.9(c)(i), (ii), (iii) and (iv), an
     amount equal to the excess, if any, of (A) the sum of the amounts described
     in clauses (i)(v) and (x), (ii)(v) and (x) and (iii)(v) and (x) above over
     (B) the Class A Principal, Class B Principal and Class C Principal,
     respectively, for the related Distribution Date will be treated as Shared
     Principal Collections and applied as provided in subsection 4.3(e) of the
     Agreement.

     (d)  On the first Business Day of the Controlled Accumulation Period or
Early Amortization Period, funds on deposit in the Excess Funding Account
(exclusive of amounts, if any, in the Class D Subaccount) will be deposited in
the Principal Account. Such amounts will be allocated in the following order of
priority: (i) to the Class A Certificates in an amount not to exceed the Class A
Principal for the related Distribution Date after subtracting therefrom any
amounts to be deposited in the Principal Account with respect thereto pursuant
to subsections 4.9(c)(i)(v), (x) and (y), (ii) to the Class B Certificates in an
amount not to exceed the Class B Principal for the related Distribution Date
after subtracting therefrom any amounts to be deposited in the Principal Account
with respect thereto pursuant to subsections 4.9(c)(ii)(v), (x) and (y), and
(iii) to the Class C Certificates in an amount not to exceed the Class C
Principal after subtracting therefrom any amounts to be deposited in the
Principal Account with respect thereto pursuant to subsections 4.9(c)(iii)(v),
(x) and (y). On and after the Class D Principal Commencement Date any amounts
remaining on deposit in the Excess Funding Account and allocated to the Series
2001-1 Certificates will be deposited in the Principal Account in an amount not
to exceed the Class D Invested Amount after subtracting therefrom any amounts to
be deposited in the Principal Account with respect thereto pursuant to
subsections 4.9(c)(iv)(w), (x), (y) and (z).

                                     -33-
<PAGE>

     Section 4.10  Coverage of Required Amount for the Series 2001-1
                   -------------------------------------------------
Certificates.
------------

     (a)  To the extent that any amounts are on deposit in the Excess Funding
Account on any Business Day, and because no Interest Collections or Principal
Collections will be allocated to the Pre-Allocated Invested Amount until Series
1998-2 and Series 1999-1 have been paid in full, the Servicer shall apply
Transferor Interest Collections in an amount equal to the sum of the Negative
Carry Amount and the Principal Funding Investment Shortfall, if any, for such
Business Day and any prior Business Day in respect of which such amounts have
not been covered pursuant to this sentence in the manner specified for
application of Series Available Interest Collections in subsections 4.9(a)(i)
through (xiii).

     (b)  To the extent that on any Business Day payments are being made
pursuant to any of subsections 4.9(a)(i) through (xiii), respectively, and the
full amount to be paid pursuant to any such subsection receiving payments on
such Business Day is not paid in full on such Business Day, the Servicer shall
apply all or a portion of the Excess Interest Collections from other Series with
respect to such Business Day allocable to the Series 2001-1 Certificates in an
amount equal to the excess of the full amount to be allocated or paid pursuant
to the applicable subsection over the amount applied with respect thereto from
Series Available Interest Collections and Transferor Interest Collections
(pursuant to subsection 4.10(a)) on such Business Day (the "Required Amount").
Excess Interest Collections allocated to the Series 2001-1 Certificates for any
Business Day shall mean an amount equal to the product of (x) Excess Interest
Collections available from all other Series for such Business Day and (y) a
fraction, the numerator of which is the Required Amount for such Business Day
and the denominator of which is the aggregate amount of shortfalls in required
amounts or other amounts to be paid from Interest Collections for all Series for
such Business Day.

     Section 4.11  Payment of Certificate Interest. On each Transfer Date, the
                   -------------------------------
Trustee, acting in accordance with instructions from the Servicer set forth in
the Daily Report for such day, shall withdraw the amount on deposit in the
Interest Funding Account with respect to the prior Monthly Period allocable to
the Series 2001-1 Certificates and deposit such amount in the Distribution
Account. On each Distribution Date, the Paying Agent shall pay in accordance
with Section 5.1 to (w) the Class A Certificateholders from the Distribution
Account such amount deposited into the Distribution Account on the related
Transfer Date allocable thereto pursuant to subsection 4.9(a)(i), (x) the Class
B Certificateholders from the Distribution Account the amount deposited into the
Distribution Account allocable thereto pursuant to subsections 4.9(a)(ii) and
(vii), (y) the Class C Certificateholders from the Distribution Account the
amount deposited into the Distribution Account pursuant to subsection
4.9(a)(xi), and (z) the Class D Certificateholders from the Distribution Account
the amount deposited into the Distribution Account pursuant to subsection
4.9(a)(xii).

     Section 4.12  Payment of Certificate Principal.
                   --------------------------------

     (a)  On the Transfer Date preceding the Class A Scheduled Payment Date with
respect to the Controlled Accumulation Period or each Distribution Date with
respect to the Early Amortization Period, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
withdraw from the Principal Account and deposit in

                                     -34-
<PAGE>

the Distribution Account, to the extent of funds available, an amount equal to
the Class A Principal for such Distribution Date. On the Class A Scheduled
Payment Date (or, if applicable, such Distribution Date in respect of the Early
Amortization Period), the Paying Agent shall pay in accordance with Section 5.1
to the Class A Certificateholders from the Distribution Account such amount
deposited into the Distribution Account on the related Transfer Date.

     (b)  On the Transfer Date preceding the Class B Principal Payment
Commencement Date and each Distribution Date thereafter, the Trustee, acting in
accordance with instructions from the Servicer set forth in the Daily Report for
such day, shall withdraw from the Principal Account and deposit in the
Distribution Account, to the extent of funds available, an amount equal to the
lesser of the Class B Principal for such Distribution Date and the amount on
deposit in the Principal Account (after giving effect to the transfer pursuant
to subsection 4.12(a)). On the Class B Principal Commencement Date, after the
payment of any principal amounts to the Class A Certificates on such day, and on
each Distribution Date thereafter until the Class B Invested Amount is paid in
full, the Paying Agent shall pay in accordance with Section 5.1 to the Class B
Certificateholders from the Distribution Account such amount deposited into the
Distribution Account on the related Transfer Date.

     (c)  On the Transfer Date preceding the Class C Principal Commencement Date
and each Distribution Date thereafter, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
withdraw from the Principal Account and deposit in the Distribution Account an
amount equal to the lesser of the Class C Principal for such Distribution Date
and the amount on deposit in the Principal Account (after giving effect to
transfers pursuant to subsections 4.12(a) and (b)). On the Class C Principal
Commencement Date, after the payment of any principal amounts to the Class B
Certificates on such day, and on each Distribution Date thereafter until the
Class C Invested Amount is paid in full, the Paying Agent shall pay in
accordance with Section 5.1 to the Class C Certificateholders from the
Distribution Account such amount deposited into the Distribution Account on the
related Transfer Date.

     (d)  On the Transfer Date preceding the Class D Principal Commencement Date
and each Business Day thereafter, the Trustee, acting in accordance with
instructions from the Servicer set forth in the Daily Report for such day, shall
make payments of principal to the Class D Certificateholders in accordance with
subsection 4.9(c)(iv) of the Agreement.

     Any amounts remaining in the Principal Account and allocable to the Series
2001-1 Certificates, after the Class D Invested Amount has been paid in full,
will be treated as Shared Principal Collections and applied in accordance with
Section 4.3(e) of the Agreement.

     Section 4.13  Investor Charge-Off.
                   -------------------

     (a)  If, on any Determination Date, the aggregate Investor Default Amount,
if any, for each Business Day in the preceding Monthly Period exceeded the
Series Available Interest Collections applied to the payment thereof pursuant to
subsections 4.9(a)(iv) and (v) of the Agreement and the amount of Transferor
Interest Collections and Excess Interest Collections allocated thereto pursuant
to Section 4.10 of the Agreement, and the amount of Reallocated

                                     -35-
<PAGE>

Principal Collections applied with respect thereto pursuant to Section 4.14 of
the Agreement, the Class D Invested Amount will be reduced by the amount by
which the remaining aggregate Investor Default Amount exceeds the amount applied
with respect thereto during such preceding Monthly Period (a "Class D Investor
Charge-Off").

     (b)  In the event that any such reduction of the Class D Invested Amount
would cause the Class D Invested Amount to be a negative number, the Class D
Invested Amount will be reduced to zero, and the Class C Invested Amount will be
reduced by the amount by which the Class D Invested Amount would have been
reduced below zero, but not more than the aggregate Investor Default Amount for
such Monthly Period (a "Class C Investor Charge-Off").

     (c)  In the event that any such reduction of the Class C Invested Amount
would cause the Class C Invested Amount to be a negative number, the Class C
Invested Amount will be reduced to zero, and the Class B Invested Amount will be
reduced by the amount by which the Class C Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class B Investor Charge-Off").

     (d)  In the event that any such reduction of the Class B Invested Amount
would cause the Class B Invested Amount to be a negative number, the Class B
Invested Amount will be reduced to zero, and the Class A Invested Amount will be
reduced by the amount by which the Class B Invested Amount would have been
reduced below zero, but not more than the remaining aggregate Investor Default
Amount for such Monthly Period (a "Class A Investor Charge-Off").

     Section 4.14  Reallocated Principal Collections for the Series 2001-1
                   -------------------------------------------------------
Certificates.
------------

     (a)  On each Business Day, the Servicer will determine the amount equal to
the least of (i) the Class D Invested Amount, (ii) the product of (x)(I) during
the Revolving Period, the Class D Floating Allocation Percentage or (II) during
the Controlled Accumulation Period or Early Amortization Period, the Class D
Fixed/Floating Allocation Percentage and (y) the amount of Principal Collections
with respect to such Business Day and (iii) an amount equal to the sum of (a)
the remaining Class A Required Amount, if any, with respect to the prior Monthly
Period, (b) the remaining Class B Required Amount, if any, with respect to the
prior Monthly Period and (c) the remaining Class C Required Amount, if any, with
respect to the prior Monthly Period (such amount called "Reallocated Class D
Principal Collections") and shall apply Principal Collections in an amount equal
to such amount first to the components of the Class A Required Amount, then to
the components of the Class B Required Amount and then to the components of the
Class C Required Amount in the same priority as amounts are applied to such
components from Series Available Interest Collections pursuant to subsection
4.9(a).

     (b)  On each Business Day, the Servicer will determine the amount equal to
the least of (i) the Class C Invested Amount, (ii) the product of (x)(I) during
the Revolving Period, the Class C Floating Allocation Percentage or (II) during
the Controlled Accumulation Period or Early Amortization Period, the Class C
Fixed/Floating Allocation Percentage and (y) the amount of Principal Collections
for such Business Day and (iii) an amount equal to the sum of (a) the remaining
Class A Required Amount, if any, with respect to the prior Monthly Period over
the amount of Reallocated Class D Principal Collections applied with respect
thereto for such prior

                                     -36-
<PAGE>

Monthly Period and (b) the remaining Class B Required Amount, if any, with
respect to the prior Monthly Period over the amount of Reallocated Class D
Principal Collections applied with respect thereto for such prior Monthly Period
(such amount called "Reallocated Class C Principal Collections") and shall apply
Principal Collections in an amount equal to such amount first to the remaining
components of the Class A Required Amount and then to the remaining components
of the Class B Required Amount in the same priority as amounts are applied to
such components from Series Available Interest Collections pursuant to
subsection 4.9(a).

     (c)  On each Business Day, the Servicer will determine the amount equal to
the least of (i) the Class B Invested Amount, (ii) the product of (x)(I) during
the Revolving Period, the Class B Floating Allocation Percentage or (II) during
the Controlled Accumulation Period or Early Amortization Period, the Class B
Fixed/Floating Allocation Percentage and (y) the amount of Principal Collections
for such Business Day and (iii) an amount equal to the excess, if any, of the
remaining Class A Required Amount, if any, with respect to the prior Monthly
Period over the sum of the amount of Reallocated Class D Principal Collections
and Reallocated Class C Principal Collections applied with respect thereto for
the prior Monthly Period (such amount called "Reallocated Class B Principal
Collections") and shall apply Principal Collections equal to such amount to the
remaining components of the Class A Required Amount in the same priority as
amounts are applied to such components from Series Available Interest
Collections pursuant to subsection 4.9(a).

     Section 4.15  Determination of LIBOR.
                   ----------------------

     (a)  On each LIBOR Determination Date, the Trustee shall determine LIBOR on
the basis of the rate for deposits in United States dollars for a period equal
to the relevant Interest Accrual Period which appears on Telerate Page 3750 as
of 11:00 a.m., London time, on such date. If such rate does not appear on
Telerate Page 3750, the rate for the LIBOR Determination Date shall be
determined on the basis of the rates at which deposits in United States dollars
are offered by the Reference Banks at approximately 11:00 a.m., London time, on
that day to prime banks in the London interbank market for a period equal to the
relevant Interest Accrual Period. The Trustee shall request the principal London
office of each of the Reference Banks to provide a quotation of its rate. If at
least two such quotations are provided, the rate for that LIBOR Determination
Date shall be the arithmetic mean of the quotations (rounded upward to the
nearest 0.015625%). If fewer than two quotations are provided as requested, the
rate for that LIBOR Determination Date will be the arithmetic mean (rounded
upward to the nearest 0.015625%) of the rates quoted by major banks in New York
City, selected by the Servicer, at approximately 11:00 a.m., New York City time,
on that day for loans in United States dollars to leading European banks for a
period equal to the relevant Interest Accrual Period; provided, however, that if
the Trustee is unable to determine a rate in accordance with one of the
procedures described above, LIBOR shall be LIBOR as determined on the most
recent LIBOR Determination Date.

     (b)  The Class A Certificate Rate, the Class B Certificate Rate, the Class
C Certificate Rate and the Class D Certificate Rate applicable to the then
current and the immediately preceding Interest Accrual Periods may be obtained
by any Series 2001-1 Certificateholder by telephoning the Trustee at its
Corporate Trust Office at (612) 667-2484.

                                     -37-
<PAGE>

     (c)  On each LIBOR Determination Date, the Trustee shall send to the
Servicer by facsimile notification of LIBOR for the following Interest Accrual
Period. Following the listing of the Class A Certificates and the Class B
Certificates on the Luxembourg Stock Exchange and for so long as such
Certificates are so listed, the Trustee shall cause the Class A Certificate Rate
and the Class B Certificate Rate as well as the amount of Class A Monthly
Interest and Class B Monthly Interest applicable to an Interest Accrual Period
and the length of such Interest Accrual Period (i) to be published in the
Luxemburger Wort, and (ii) to be provided to the Luxembourg Stock Exchange, in
each case as soon as possible after its determination but in no event later than
the first day of such Interest Accrual Period.

     Section 4.16  Determination of Accumulation Period Length. On the
Distribution Date in ________ 200_, the Servicer shall determine the
Accumulation Period Length, the Accumulation Period Commencement Date and the
Controlled Accumulation Amount.

     Section 4.17  Pre-Funding Account.
                   -------------------

     (a)  Establishment of the Pre-Funding Account. The Transferor hereby
directs the Servicer, for the benefit of the Series 2001-1 Certificateholders,
to establish and maintain or cause to be established and maintained in the name
of the Trustee, on behalf of the Series 2001-1 Certificateholders, with the
trust department of a Qualified Institution (which initially shall be Wells
Fargo Bank Minnesota, N.A.) a segregated trust account (the "Pre-Funding
Account"), bearing a designation clearly indicating that the funds deposited
therein are held for the benefit of the Series 2001-1 Certificateholders. The
Transferor does hereby transfer, assign, set over and otherwise convey to the
Trust for the benefit of the Series 2001-1 Certificateholders, without recourse,
all of its right, title and interest in, to and under the Pre-Funding Account,
any Cash Equivalent on deposit therein and any proceeds of the foregoing,
including the investment earnings. The Pre-Funding Account shall be under the
sole dominion and control of the Trustee for the benefit of the Series 2001-1
Certificateholders. If, at any time, the institution holding the Pre-Funding
Account ceases to be a Qualified Institution, the Transferor shall direct the
Servicer to establish within 10 Business Days a new Pre-Funding Account meeting
the conditions specified above with a Qualified Institution, transfer any cash
and/or any investments to such new Pre-Funding Account and from the date such
new Pre-Funding Account is established, it shall be the "Pre-Funding Account."
In addition, after five days' notice to the Trustee, the Transferor may direct
the Servicer to establish a new Pre-Funding Account meeting the conditions
specified above with a different Qualified Institution, transfer any cash and/or
investments to such new Pre-Funding Account and from the date such new Pre-
Funding Account is established, it shall be, for the Series 2001-1 Certificates,
the "Pre-Funding Account." Pursuant to the authority granted to the Servicer in
subsection 3.1(b) of the Agreement, the Servicer shall have the power, revocable
by the Trustee, to make withdrawals and payments or to instruct the Trustee to
make withdrawals and payments from the Pre-Funding Account for the purposes of
carrying out the Servicer's or Trustee's duties hereunder.

     (b)  Administration of Pre-Funding Account. The Transferor shall on the
Series 2001-1 Issuance Date deposit in the Pre-Funding Account the Initial Pre-
Funded Amount. On the Business Day preceding each Transfer Date, the Servicer
shall withdraw from the Pre-Funding Account and deposit in the Collection
Account all interest and other investment income on the

                                     -38-
<PAGE>

Pre-Funded Amount. Interest (including reinvested interest) and other investment
income on funds on deposit in the Pre-Funding Account shall not be considered
part of the Pre-Funded Amount for purposes of this Agreement. Funds on deposit
in the Pre-Funding Account shall be withdrawn by the Servicer and paid to the
Transferor to the extent provided in Section 4.18 of the Agreement. Following
the occurrence of a Pay Out Event during the Funding Period, the remaining Pre-
Funded Amount will be applied to make principal payments with respect to the
Certificates in accordance with subsection 4.9(c) of the Agreement. The Servicer
shall withdraw the remaining Pre-Funded Amount, if any, on deposit in the Pre-
Funding Account on the first Business Day of the ________ 200_ Monthly Period
and deposit such amount into the Excess Funding Account.

     (c)  Investment on Funds in Pre-Funding Account. Funds on deposit in the
Pre-Funding Account shall be invested in Cash Equivalents by the Trustee (or, at
the direction of the Trustee, by the Servicer on behalf of the Trustee) at the
direction of the Servicer. Absent any such written direction of the Servicer,
the Trustee shall invest such funds in the Cash Equivalents described in clause
(c)(y) of the definition thereof. Funds on deposit in the Pre-Funding Account on
any Distribution Date, after giving effect to any withdrawals from the Pre-
Funding Account, shall be invested in Cash Equivalents that will mature so that
such funds will be available for withdrawal on or prior to the following
Transfer Date. The proceeds of any such investments shall be invested in Cash
Equivalents that will mature so that such funds will be available for withdrawal
on or prior to the following Transfer Date.

     Section 4.18  Withdrawals from the Pre-Funding Account.
                   ----------------------------------------

     (a)  The Transferor may at any time during the Funding Period, on a
periodic basis, request the Trustee to release funds in the Pre-Funding Account
in the amount specified in the next sentence, by delivering to the Servicer, the
Trustee and each Rating Agency an Officers' Certificate specifying the amount
then on deposit in the Principal Account for Series 1998-2 and Series 1999-1
(net of all amounts previously released from the Pre-Funding Account pursuant to
this Section 4.18(a)), and certifying that no Pay Out Event with respect to any
outstanding Series will occur as a result of or in connection with such release
of funds. Upon receipt of such Officer's Certificate by the Trustee, the Trustee
shall withdraw from the Pre-Funding Account and pay to the Transferor an amount
equal to the amount on deposit in the Principal Account for Series 1998-2 and
Series 1999-1 less all amounts previously released from the Pre-Funding Account
pursuant to this Section 4.18(a).

     (b)  The Transferor may at any time during the Funding Period determine to
increase the Invested Amount up to the Full Invested Amount to the extent there
are sufficient Principal Receivables in the Trust to permit such increase in the
Invested Amount without causing a Pay Out Event to occur with respect to any
outstanding Series. Upon determining to increase the Invested Amount pursuant to
this Section 4.18(b), the Transferor shall deliver to the Servicer, the Trustee
and each Rating Agency an Officers' Certificate specifying the amount of the
increase in the Invested Amount the Transferor has determined to make and
certifying that no Pay Out Event with respect to any outstanding Series will
occur as a result of or in connection with such increase in the Invested Amount.
Upon receipt of such Officer's Certificate by the Trustee, the Class A Invested
Amount, the Class B Invested Amount and the Class C Invested Amount shall

                                     -39-
<PAGE>

be increased pro rata by the amount specified in such Officers' Certificate,
whereupon the Trustee shall withdraw from the Pre-Funding Account and pay to the
Transferor an amount equal to (i) the amount of such increase in the Class A
Invested Amount, the Class B Invested Amount and the Class C Invested Amount,
minus (ii) all amounts previously withdrawn from the Pre-Funding Account
pursuant to Section 4.18(a) (but not less than zero).

         (c) Upon the withdrawal of the remaining Pre-Funded Amount, if any, on
deposit in the Pre-Funding Account on the first Business Day of the ________
200_ Monthly Period and the deposit of such amount in the Excess Funding
Account, the Class A Invested Amount, the Class B Invested Amount and the Class
C Invested Amount shall be increased pro rata by such amount.

         SECTION 7. Article V of the Agreement. Article V of the Agreement shall
read in its entirety as follows and shall be applicable only to the Series 2001-
1 Certificates:

                                   ARTICLE V

                     DISTRIBUTIONS AND REPORTS TO INVESTOR
                     -------------------------------------
                              CERTIFICATEHOLDERS
                              ------------------

         Section 5.1  Distributions.
                      -------------

         (a) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class A
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class A Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class A
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by check
mailed to each Class A Certificateholder at such Certificate-holder's address as
it appears on the Certificate Register or, in the case of Class A
Certificateholders holding Class A Certificates evidencing Undivided Interests
aggregating not less than 80% of the Class A Invested Amount, by wire transfer,
at the expense of such Class A Certificateholder, to an account or accounts
designated by such Class A Certificateholder by written notice given to the
Paying Agent not less than five days prior to the related Distribution Date;
provided, however, that the final payment in retirement of the Class A
Certificates will be made only upon presentation and surrender of the Class A
Certificates at the office or offices specified in the notice of such final
distribution delivered by the Trustee pursuant to Section 12.3.

         (b) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class B
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class B Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class B
Certificateholders pursuant to Sections 4.11 and 4.12 of

                                     -40-
<PAGE>

the Agreement by check mailed to each Class B Certificateholder at such
Certificate-holder's address as it appears on the Certificate Register or, in
the case of Class B Certificateholders holding Class B Certificates evidencing
Undivided Interest aggregating not less than 80% of the Class B Invested Amount,
by wire transfer, at the expense of such Class B Certificateholder, to an
account or accounts designated by such Class B Certificateholder by written
notice given to the Paying Agent not less than five days prior to the related
Distribution Date; provided, however, that the final payment in retirement of
the Class B Certificates will be made only upon presentation and surrender of
the Class B Certificates at the office or offices specified in the notice of
such final distribution delivered by the Trustee pursuant to Section 12.3.

         (c) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class C
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class C Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class C
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by wire
transfer to each Class C Certificateholder to an account or accounts designated
by such Class C Certificateholder by written notice given to the Paying Agent
not less than five days prior to the related Distribution Date; provided,
however, that the final payment in retirement of the Class C Certificates will
be made only upon presentation and surrender of the Class C Certificates at the
office or offices specified in the notice of such final distribution delivered
by the Trustee pursuant to Section 12.3.

         (d) On each Distribution Date, the Paying Agent shall distribute (in
accordance with the Settlement Statement delivered by the Servicer to the
Trustee and the Paying Agent pursuant to subsection 3.4(c)) to each Class D
Certificateholder of record on the preceding Record Date (other than as provided
in subsection 2.4(e) or in Section 12.3 respecting a final distribution) such
Certificateholder's pro rata share (based on the aggregate Undivided Interests
represented by Class D Certificates held by such Certificateholder) of amounts
on deposit in the Distribution Account as are payable to the Class D
Certificateholders pursuant to Sections 4.11 and 4.12 of the Agreement by wire
transfer to each Class D Certificateholder to an account or accounts designated
by such Class D Certificateholder by written notice given to the Paying Agent
not less than five days prior to the related Distribution Date; provided,
however, that the final payment in retirement of the Class D Certificates will
be made only upon presentation and surrender of the Class D Certificates at the
office or offices specified in the notice of such final distribution delivered
by the Trustee pursuant to Section 12.3.

         Section 5.2  Certificateholders Statement.
                      ----------------------------

         (a) On the 15th day of each calendar month (or if such day is not a
Business Day the next succeeding Business Day), the Paying Agent shall forward
to each Certificateholder and the Rating Agencies a statement substantially in
the form of Exhibit C prepared by the Servicer and delivered to the Trustee and
the Paying Agent on the preceding Determination Date setting forth the following
information (which, in the case of (i), (ii) and (iii) below, shall be stated on
the basis of an original principal amount of $1,000 per Certificate and, in the
case of (ix) and (x),

                                     -41-
<PAGE>

shall be stated on an aggregate basis and on the basis of an original principal
amount of $1,000 per Certificate):

                  (i)    the total amount distributed;

                  (ii)   the amount of such distribution allocable to
         Certificate Principal;

                  (iii)  the amount of such distribution allocable to
         Certificate Interest;

                  (iv)   the amount of Principal Collections processed during
         the related Monthly Period and allocated in respect of the Class A
         Certificates, the Class B Certificates, the Class C Certificates and
         the Class D Certificates, respectively;

                  (v)    the amount of Interest Collections processed during the
         related Monthly Period and allocated in respect of the Class A
         Certificates, the Class B Certificates, the Class C Certificates and
         the Class D Certificates, respectively;

                  (vi)   the aggregate amount of Principal Receivables, the
         Invested Amount, the Class A Invested Amount, the Class B Invested
         Amount, the Class C Invested Amount, the Class D Invested Amount, the
         Floating Allocation Percentage and, during the Controlled Accumulation
         Period or Early Amortization Period, the ABC Fixed/Floating Allocation
         Percentage, with respect to the Principal Receivables in the Trust as
         of the close of business on the Record Date;

                  (vii)  the aggregate outstanding balance of Receivables which
         are current, and those between (i) 30 and 59 days (ii) 60 and 89 days
         and (iii) 90 days or more delinquent, in each case, as of the end of
         the day on the Record Date;

                  (viii) the aggregate Investor Default Amount for the related
         Monthly Period;

                  (ix)   the aggregate amount of Class A Investor Charge-Offs,
         Class B Investor Charge-Offs, Class C Investor Charge-Offs and Class D
         Investor Charge-Offs for the preceding Monthly Period;

                  (x)    the amount of the Servicing Fee for the preceding
         Monthly Period;

                  (xi)   the remaining Invested Amount of the Series 1998-2 and
         the Series 1999-1 Certificates and the Pre-Allocated Invested Amount,
         if any, the amount on deposit in the Principal Account for Series 1998-
         2 and Series 1999-1, if any, the Pre-Funded Amount, if any, and the
         aggregate amount of funds in the Excess Funding Account as of the last
         day of the Monthly Period immediately preceding the Distribution Date;

                                     -42-
<PAGE>

                  (xii)  the Monthly Payment Rate and the average daily
         aggregate Receivables balance (without deducting therefrom the discount
         portion, if any) for the related Monthly Period; and

                  (xiii) each Overconcentration Amount and the Class D
         Incremental Invested Amount.

If the Class A Certificates or the Class B Certificates are listed on the
Luxembourg Stock Exchange, the Trustee will publish or cause to be published
following each Determination Date in the Luxemburger Wort a notice to the effect
that the reports described above will be available for review at the main office
of the Listing Agent of the Trust in Luxembourg.

         (b)      Annual Certificateholders' Tax Statement. On or before March
31 of each calendar year, beginning with calendar year 200_, the Paying Agent
shall distribute to each Person who at any time during the preceding calendar
year was a Series 2001-1 Certificateholder, a statement prepared by the Servicer
containing the information required to be contained in the regular report to
Series 2001-1 Certificateholders, as set forth in subclauses (i), (ii) and (iii)
above, aggregated for such calendar year or the applicable portion thereof
during which such Person was a Series 2001-1 Certificateholder, together with,
on or before January 31 of each year, beginning in 200_, such other customary
information (consistent with the treatment of the Certificates as debt) as the
Trustee or the Servicer deems necessary or desirable to enable the Series 2001-1
Certificateholders to prepare their tax returns. Such obligations 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 Internal Revenue Code as from time to time in effect.

         SECTION 8. Series 2001-1 Pay Out Events. The occurrence of any of the
following events shall, immediately upon the occurrence thereof without notice
or other action on the part of the Trustee or the Series 2001-1
Certificateholders, be deemed to be a Pay Out Event solely with respect to
Series 2001-1:

                  (a) on any Determination Date, the average of the Monthly
         Payment Rates for the three preceding Monthly Periods, where the
         Monthly Payment Rate for a Monthly Period is the percentage obtained by
         dividing the aggregate of the Receivables balance (without deducting
         therefrom any discount portion) collected during such Monthly Period by
         the average daily aggregate Receivables balance (without deducting
         therefrom any discount portion) for such Monthly Period, is less than
         __%;

                  (b) the failure to pay the outstanding principal amount of the
         Class A or Class B Certificates by the Class A Scheduled Payment Date
         or the Class B Scheduled Payment Date, as applicable;

                  (c) the ratio (expressed as a percentage) of (i) the average
         for each month of the net losses on the Receivables (exclusive of the
         Ineligible Receivables) owned by the Trust (i.e., gross losses less
         recoveries on any

                                     -43-
<PAGE>

         Receivables (including, without limitation, recoveries from collateral
         security in addition to recoveries from the products, recoveries from
         manufacturers and insurance proceeds)) during any three consecutive
         calendar months to (ii) the average of the month-end aggregate balances
         of such Receivables (without deducting therefrom the discount portion)
         for such three-month period, exceeds __% on an annualized basis;

                     (d) the sum of all Cash Equivalents and other amounts on
         deposit in the Excess Funding Account represents more than 50% of the
         sum of the aggregate amount of Principal Receivables (without deducting
         therefrom any discount portion) for each of six or more consecutive
         Determination Dates, after giving effect to all payments made or to be
         made on the Distribution Date next succeeding each such respective
         Determination Date; or

                     (e) if Principal Collections allocable to the Class D
         Certificateholders' Interest have been reallocated in any Monthly
         Period to cover any Required Amounts and have not been reimbursed as of
         the Determination Date in such Monthly Period.

         SECTION 9.  Series 2001-1 Termination. The right of the Series 2001-1
Certificateholders to receive payments from the Trust will terminate on the
first Business Day following the Series 2001-1 Termination Date unless such
Series is an Affected Series as specified in subsection 12.1(c) of the Agreement
and the sale contemplated therein has not occurred by such date, in which event
the Series 2001-1 Certificateholders shall remain entitled to receive proceeds
of such sale when such sale occurs.

         SECTION 10. Legends; Transfer and Exchange; Restrictions on Transfer of
                     -----------------------------------------------------------
Series 2001-1 Certificates; Tax Treatment.
-----------------------------------------

         (a) Each Class B Certificate and Class D Certificate will bear a legend
substantially in the following form:

             EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN
         TREE FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS
         EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN
         OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE
         OR HOLDING OF A SERIES 2001-1 CERTIFICATE BY SUCH PURCHASER WILL NOT
         RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS OF THE
         BENEFIT PLAN" AND SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
         ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR
         THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE
         POOLING AND SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE
         BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
         INCOME SECURITY

                                     -44-
<PAGE>

         ACT OF 1974, AS AMENDED ("ERISA")) THAT 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, AS AMENDED, OR (III) AN ENTITY WHOSE
         UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN'S INVESTMENT
         IN THE ENTITY.

         (b)  Each Class C Certificate will bear a legend substantially in the
              following form:

              THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
         SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE,
         AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR
         OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND
         OTHER APPLICABLE LAWS AND ONLY PURSUANT TO RULE 144A UNDER THE
         SECURITIES ACT TO AN INSTITUTIONAL INVESTOR THAT THE HOLDER REASONABLY
         BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
         144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
         ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
         REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
         RULE 144A, OR TO THE TRANSFEROR. EACH CERTIFICATE OWNER BY ACCEPTING A
         BENEFICIAL INTEREST IN THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT
         IS A QIB PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE
         ACCOUNT OF ANOTHER QIB.

              THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED,
         NOR MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN
         "ESTABLISHED SECURITIES MARKET" WITHIN THE MEANING OF SECTION
         7740(b)(1) OF THE CODE AND ANY PROPOSED, TEMPORARY OR FINAL TREASURY
         REGULATION THEREUNDER, INCLUDING, WITHOUT LIMITATION, AN OVER-THE-
         COUNTER-MARKET OR ANY INTERDEALER QUOTATION SYSTEM THAT REGULARLY
         DISSEMINATES FIRM BUY OR SELL QUOTATIONS.

              EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN
         TREE FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS
         EXPENSE, DELIVERS TO THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN
         OPINION OF COUNSEL SATISFACTORY TO THEM TO THE EFFECT THAT THE PURCHASE
         OR HOLDING OF A CLASS C CERTIFICATE BY SUCH PURCHASER WILL NOT RESULT
         IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS OF THE BENEFIT
         PLAN" AND SUBJECT TO

                                     -45-
<PAGE>

         THE PROHIBITED TRANSACTION PROVISIONS OF ERISA AND THE CODE AND WILL
         NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE SERVICER TO ANY
         OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND SERVICING
         AGREEMENT, SUCH PURCHASER EITHER (A) IS NOT (I) AN EMPLOYEE BENEFIT
         PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME
         SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT 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, AS AMENDED, OR (III)
         AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A
         PLAN'S INVESTMENT IN THE ENTITY, INCLUDING, WITHOUT LIMITATION, AN
         INSURANCE COMPANY GENERAL ACCOUNT OR (B) IS AN INSURANCE COMPANY ACTING
         ON BEHALF OF ITS GENERAL ACCOUNT AND (I) ON THE DATE IT ACQUIRES THE
         CERTIFICATES, LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS
         REASONABLY DETERMINED BY SUCH INSURANCE COMPANY) CONSTITUTE PLAN ASSETS
         FOR PURPOSES OF TITLE I OF ERISA AND SECTION 4975 OF THE CODE, AND (II)
         IF, AFTER THE INITIAL ACQUISITION OF THE CERTIFICATES, AT ANY TIME
         DURING ANY CALENDAR QUARTER 25% OR MORE OF THE ASSETS OF SUCH GENERAL
         ACCOUNT (AS REASONABLY DETERMINED BY SUCH INSURANCE COMPANY NO LESS
         FREQUENTLY THAN EACH CALENDAR QUARTER) CONSTITUTE PLAN ASSETS FOR
         PURPOSES OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND NO
         EXEMPTION OR EXCEPTION FROM THE PROHIBITED TRANSACTION RULES APPLIES TO
         THE CONTINUED HOLDING OF THE CERTIFICATES UNDER SECTION 401(c) OF ERISA
         AND THE FINAL REGULATIONS THEREUNDER OR UNDER AN EXEMPTION OR
         REGULATION ISSUED BY THE UNITED STATES DEPARTMENT OF LABOR UNDER ERISA,
         THEN SUCH INSURANCE COMPANY AGREES TO DISPOSE OF ALL OF THE
         CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT BY THE END OF THE NEXT
         FOLLOWING CALENDAR QUARTER.

         (c)  Each Class D Certificate will bear a legend substantially in the
              following form:

              THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT
         OR ANY APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE
         OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED
         PURSUANT TO OR EXEMPT FROM REGISTRATION UNDER THE SECURITIES ACT AND
         ANY OTHER APPLICABLE SECURITIES LAW. GREEN TREE FLOORPLAN FUNDING CORP.
         SHALL BE PROHIBITED FROM TRANSFERRING ANY INTEREST IN OR PORTION OF
         THIS CERTIFICATE UNLESS, PRIOR TO SUCH TRANSFER, IT SHALL HAVE
         DELIVERED TO THE TRUSTEE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH

                                     -46-
<PAGE>

         PROPOSED TRANSFER WILL NOT ADVERSELY AFFECT THE FEDERAL OR MINNESOTA
         INCOME TAX CHARACTERIZATION OF ANY OUTSTANDING SERIES OF INVESTOR
         CERTIFICATES OR THE TAXABILITY (OR TAX CHARACTERIZATION) OF THE TRUST
         UNDER FEDERAL OR MINNESOTA INCOME TAX LAWS. IN NO EVENT SHALL THE
         TRANSFEROR BE PERMITTED TO TRANSFER ANY INTEREST IN OR PORTION OF THIS
         CERTIFICATE IF, AFTER GIVING EFFECT TO SUCH PROPOSED TRANSFER, TAKING
         INTO ACCOUNT THE CERTIFICATES WHOSE TRANSFER IS PROPOSED, MORE THAN 20%
         (BY INVESTED AMOUNT AND BY VALUE) OF THE OUTSTANDING CERTIFICATES
         ISSUED BY THE TRUST WITH RESPECT TO WHICH NO OPINION OF COUNSEL WAS
         ISSUED THAT THE APPLICABLE CLASS WOULD BE TREATED AS DEBT FOR FEDERAL
         INCOME TAX PURPOSES (INCLUDING THE EXCHANGEABLE TRANSFEROR CERTIFICATE
         AND EACH TRANSFEROR RETAINED CLASS) WOULD NOT BE BENEFICIALLY OWNED BY
         GREEN TREE FLOORPLAN FUNDING CORP.

         (d) Conseco Finance Corp. Floorplan Funding Corp. shall be prohibited
from transferring any interest in or portion of the Class D Certificates unless,
prior to such transfer, it shall have delivered to the Trustee an Opinion of
Counsel to the effect that such proposed transfer will not adversely affect the
Federal or Minnesota income tax characterization of any outstanding Series of
Investor Certificates or the taxability (or tax characterization) of the Trust
under Federal or Minnesota income tax laws. In no event shall the Transferor be
permitted to transfer any interest in or portion of the Class D Certificates if,
after giving effect to such proposed transfer, taking into account the
certificates whose transfer is proposed, more than 20% (by Invested Amount and
by value) of the outstanding certificates issued by the Trust with respect to
which no Opinion of Counsel was issued that the applicable class would be
treated as debt for federal income tax purposes (including the Exchangeable
Transferor Certificate and each Transferor Retained Class) would not be
beneficially owned by Conseco Finance Corp. Floorplan Funding Corp. In no event
shall any interest in or portion of the Class D Certificates be transferred to
Conseco Finance Corp.. As a condition to transfer of an interest in or portion
of the Class D Certificates, the transferee shall be required to agree not to
institute against, or join any other Person in instituting against, the Trust,
any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceeding, or other proceeding under any federal or state bankruptcy or similar
law, for one year and one day after all Investor Certificates are paid in full.
The Transferor shall provide prompt written notice to the Rating Agencies of any
such transfer.

         (e) No transfer of a Class B Certificate or Class D Certificate will be
permitted to be made to a Benefit Plan unless such Benefit Plan, at its expense,
delivers to the Trustee, the Servicer and the Transferor an opinion of counsel
satisfactory to them to the effect that the purchase or holding of a Class B
Certificate or Class D Certificate by such Benefit Plan will not result in the
assets of the Trust being deemed to be "assets of the Benefit Plan" and subject
to the prohibited transaction provisions of ERISA and the Code and will not
subject the Trustee, the Transferor or the Servicer to any obligation in
addition to those undertaken in the Agreement. Unless such opinion is delivered,
each person acquiring a Class B Certificate or Class D Certificate or the
beneficial ownership of a Class B Certificate or Class D Certificate will be

                                     -47-
<PAGE>

deemed to represent to the Trustee, the Transferor and the Servicer that it is
not (i) an employee benefit plan (as defined in Section 3(3) of ERISA) that is
subject to the provisions of Title I of ERISA, (ii) a plan described in Section
4975(e)(1) of the Code, or (iii) any entity whose underlying assets include plan
assets by reason of a plan's investment in the entity.

         (f) The Transferor, the Trustee, the Servicer and each
Certificateholder each agrees that it will not make the election provided in
Treasury Regulation ss. 301.7701-3(c) to have the Trust classified as an
association taxable as a corporation.

         SECTION 11. Additional Restrictions on Transfers of Class C
                     -----------------------------------------------
Certificates; Withholding Requirements; Tax Treatment.
-----------------------------------------------------

         (a) No Class C Certificate or any interest therein may be sold
(including in the initial offering), conveyed, assigned, hypothecated, pledged,
participated, or otherwise transferred (each, a "Transfer") except in accordance
with this Section 11. Any Transfer of a Class C Certificate otherwise permitted
by this Section 11 will be permitted only if it consists of a pro rata
percentage interest in all payments made with respect to such Holder's Class C
Certificate and no Transfers of partial interests in a Class C Certificate shall
be permitted. No Class C Certificate or any interest therein may be Transferred
to any Person (each, an "Assignee"), unless the Assignee shall have executed and
delivered the certification referred to in subsection 11(e) below and each of
the Transferor and the Servicer shall have granted its prior consent thereto.
Such consent shall be granted (assuming that all other conditions specified in
this Section 11 to such Transfer are satisfied) unless the Transferor determines
in its sole and absolute discretion that such Transfer would create a risk that
the Trust would be classified for federal or any applicable state tax purposes
as an association or publicly traded partnership taxable as a corporation;
provided, that any attempted Transfer that would cause the number of Targeted
Holders to exceed ninety-nine shall be void; and provided, further, that there
shall not at any time be more than 5 Class C Certificateholders or such other
number as may be consented to by the Transferor, which consent may be withheld
in its sole and absolute discretion.

         (b) Each initial purchaser of a Class C Certificate or any interest
therein and any Assignee thereof shall certify to the Transferor, the Servicer,
and the Trustee that it is either (A)(i) a citizen or resident of the U.S., (ii)
a corporation, partnership or other entity organized in or under the laws of the
U.S. or any political subdivision thereof which, if such entity is a tax-exempt
entity, recognizes that payments with respect to the Class C Certificates may
constitute unrelated business taxable income or (iii) a person not described in
(i) or (ii) whose ownership of the Class C Certificates is effectively connected
with the conduct of a trade or business within the United States within the
meaning of the Code) and whose ownership of any interest in a Class C
Certificate will not result in any withholding obligation with respect to any
payments with respect to the Class C Certificates by any person or (B) an estate
or trust the income of which is includible in gross income for U.S. federal
income tax purposes. Each initial purchaser of a Class C Certificate also shall
agree that (A) if it is a person described in clause (A)(i) or (A)(ii) above, it
will furnish to the person from whom it is acquiring a Class C Certificate, the
Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form
W-9 (and will agree to furnish a new Form W-9, or any successor applicable form,
upon the expiration or obsolescence of any previously delivered form) or (b) if
it is a person described in clause (A)(iii) above, it will

                                     -48-
<PAGE>

furnish to the person from whom it is acquiring a Class C Certificate, the
Servicer and the Trustee, a properly executed U.S. Internal Revenue Service Form
4224 (and will agree to furnish a new Form 4224, or any successor applicable
form, upon the expiration or obsolescence of any previously delivered form and
comparable statements in accordance with applicable U.S. laws), and, in each
case, such other certifications, representations or opinions of counsel as may
be requested by the Transferor, the Servicer or the Trustee.

         (c) Each initial purchaser of a Class C Certificate or any interest
therein and any Assignee thereof shall further certify to the Transferor, the
Servicer and the Trustee that it has neither acquired nor will it sell, trade or
transfer any interest in a Class C Certificate or cause an interest in a Class C
Certificate to be marketed on or through an "established securities market"
within the meaning of Section 7704(b)(1) of the Code and any treasury regulation
thereunder, including, without limitation, an over-the-counter-market or an
interdealer quotation system that regularly disseminates firm buy or sell
quotations. In addition, each initial purchaser of a Class C Certificate or any
interest therein and any Assignee shall certify, prior to any delivery or
Transfer to it of a Class C Certificate that it is not and will not become
(unless otherwise consented to by the Transferor in its sole discretion), for so
long as it holds an interest in a Class C Certificate, a partnership, Subchapter
S corporation or grantor trust for U.S. federal income tax purposes. If an
initial purchaser of an interest in a Class C Certificate or an Assignee cannot
make the certification described in the preceding sentence, the Transferor may,
in its sole discretion, prohibit a Transfer to such entity; provided, however,
that if the Transferor agrees to permit such a Transfer, the Transferor, the
Servicer or the Trustee may require additional certifications in order to
prevent the Trust from being treated as a publicly traded partnership. Each
initial purchaser of an interest in a Class C Certificate and Assignee
acknowledges that the Opinion of Counsel to the effect that the Trust will not
be treated as a publicly traded partnership taxable as a corporation is
dependent in part on the accuracy of the certifications described in this
subsection 11(c).

         (d) Upon surrender for registration of transfer of a Class C
Certificate at the office of the Transfer Agent and Registrar, accompanied by a
letter of representations and certification from the prospective Class C
Certificateholder substantially in the form attached as Exhibit F and by a
written instrument of transfer in the form approved by the Transferor and the
Trustee (it being understood that, until notice to the contrary is given to
Class C Certificateholders, the Transferor and the Trustee shall each be deemed
to have approved the form of instrument of transfer, if any, printed on any
definitive Class C Certificate), executed by the registered owner, in person or
by such Class C Certificateholder's attorney thereunto duly authorized in
writing, such Class C Certificate shall be transferred upon the register, and
the Transferor shall execute, and the Trustee shall authenticate and deliver, in
the name of the designated transferee one or more new registered Class C
Certificates of any authorized denominations and of a like aggregate principal
amount and tenor. Transfers and exchanges of Class C Certificates shall be
subject to such restrictions as shall be set forth in this Series 2001-1
Supplement and the text of the Class C Certificates and such reasonable
regulations as may be prescribed by the Transferor. Successive registrations and
registrations of transfers as aforesaid may be made from time to time as
desired, and each such registration shall be noted on the register.

                                     -49-
<PAGE>

         (e) No Class C Certificate or any interest therein may be Transferred
(including in the initial offering) to (a) an "employee benefit plan" (as
defined in Section 3(3) of ERISA), including governmental plans and church
plans, (b) any "plan" (as defined in Section 4975(e)(1) of the Code) including
individual retirement accounts and Keogh plans, or (c) any other entity whose
underlying assets include "plan assets" (within the meaning of Department of
Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. ss. 2510.3-101 or
otherwise under ERISA) by reason of a plan's investment in the entity,
including, without limitation, an insurance company general account; provided,
however, that a Class C Certificate or an interest therein may be Transferred to
an insurance company acting on behalf of its general account if (i) on the date
such insurance company acquires the Class C Certificates, less than 25% of the
assets of such general account (as reasonably determined by such insurance
company) constitute "plan assets" for purposes of Title I of ERISA and Section
4975 of the Code, and (ii) such insurance company agrees that if, after the
initial acquisition of the Class C Certificates, at any time during any calendar
quarter 25% or more of the assets of such general account (as reasonably
determined by such insurance company no less frequently than each calendar
quarter) constitute "plan assets" for purposes of Title I of ERISA or Section
4975 of the Code and no exemption or exception from the prohibited transaction
rules applies to the continued holding of the Class C Certificates under Section
401(c) of ERISA and the final regulations thereunder or under an exemption or
regulation issued by the DOL under ERISA, then such insurance company will
dispose of all of the Class C Certificates then held in its general account by
the end of the next following calendar quarter; and provided, further, that the
Assignee shall have executed and delivered the certification referred to in
subsection 11(d) above and each of the Transferor and the Servicer shall have
granted its prior written consent thereto.

         (f) Notwithstanding any other provision of the Agreement, the Trustee
and any Paying Agent shall comply with all Federal withholding requirements with
respect to payments to the Class C Certificateholders of interest, original
issue discount, or other amounts that the Trustee, any Paying Agent, the
Servicer or the Transferor reasonably believes are applicable under the Code.
The consent of the Class C Certificateholders shall not be required for any such
withholding. In the event the Trustee or the Paying Agent withholds any amount
from payments made to any Class C Certificateholder pursuant to federal
withholding requirements, the Trustee or the Paying Agent shall indicate to such
Class C Certificateholder the amount withheld and all such amounts shall be
deemed to have been paid to such Class C Certificateholders and the Class C
Certificateholders shall have no claim therefor.

         (g) As described in Section 3.7 of the Agreement, it is the intention
of the parties hereto that the Class C Certificates be treated for tax purposes
as indebtedness. In the event that the Class C Certificates are not so treated,
it is the intention of the parties that the Class C Certificates to treated as
an interest in a partnership that owns the Receivables. In the event that the
Class C Certificates are treated as an interest in a partnership, it is the
intention of the parties that interest payable on the Class C Certificates be
treated as guaranteed payment and, if for any reason it is not so treated, that
the holders of the Class C Certificates be specially allocated gross interest
income equal to the interest accrued during each Interest Accrual Period on the
Class C Certificates.

                                     -50-
<PAGE>

         SECTION 12. Ratification of Agreement.
                     -------------------------

         (a)   As supplemented by this Series Supplement, the Agreement is in
all respects ratified and confirmed and the Agreement as so supplemented by this
Series Supplement shall be read, taken, and construed as one and the same
instrument.

         (b)   For so long as any of the Class C Certificates are outstanding,
each of the Transferor, the Servicer and the Trustee agree to cooperate with
each other to provide to any Class C Certificateholders and to any prospective
purchaser of Class C Certificates designated by such a Class C Certificateholder
upon the request of such Class C Certificateholder or prospective purchaser, any
information required to be provided to such holder or prospective purchaser to
satisfy the condition set forth in Rule 144A(d)(4) under the Securities Act.

         SECTION 13. Counterparts. This Series Supplement may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all of such counterparts shall together constitute but one and the
same instrument.

         SECTION 14. GOVERNING LAW. THIS SERIES SUPPLEMENT SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF MINNESOTA WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 15. Instructions in Writing. All instructions or other
communications given by the Servicer or any other person to the Trustee pursuant
to this Series Supplement shall be in writing, and, with respect to the
Servicer, may be included in a Daily Report or Settlement Statement.

                                     -51-
<PAGE>

         IN WITNESS WHEREOF, the Transferor, the Servicer and the Trustee have
caused this Series 2001-1 Supplement to be duly executed by their respective
officers as of the day and year first above written.

                                GREEN TREE FLOORPLAN FUNDING CORP.,
                                Transferor


                                By:  ___________________________________________
                                     Name:   Phyllis A. Knight
                                     Title:  Senior Vice President and Treasurer



                                GREEN TREE FINANCIAL CORPORATION,
                                Servicer


                                By:  ___________________________________________
                                     Name:   Phyllis A. Knight
                                     Title:  Senior Vice President and Treasurer


                                WELLS FARGO BANK MINNESOTA, N.A.,
                                Trustee


                                By:  ___________________________________________
                                     Name:
                                     Title:  Corporate Trust Officer

                                     -52-
<PAGE>

                                                                       Exhibit A

                     FORM OF CLASS A INVESTOR CERTIFICATE

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

No. R-1                                                              $__________

                 GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
                   FLOATING RATE FLOORPLAN RECEIVABLE TRUST
                      CERTIFICATE, SERIES 2001-1, CLASS A

     Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of
Conseco Finance Corp. ("Conseco Finance Corp." or the "Servicer") and other
assets and interests constituting the Trust under the Agreement described below.

     This certificate (a "Certificate") does not represent an interest in, or
obligation of, Conseco Finance Corp. Floorplan Funding Corp., Conseco Finance
Corp. or any affiliate of either of them.

     This certifies that CEDE & Co. (the "Certificateholder") is the registered
owner of a fractional undivided interest in the Conseco Finance Corp. Floorplan
Receivables Master Trust (the "Trust") issued pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 1995 (the "Pooling and Servicing
Agreement"; such term to include any amendment thereto) among Conseco Finance
Corp. Floorplan Funding Corp., as Transferor (the "Transferor"), Conseco Finance
Corp., as Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee (the
"Trustee"), and the Series 2001-1 Supplement, dated as of ________, 2001 (the
"Series 2001-1 Supplement"), among the Transferor, Conseco Finance Corp. as
Servicer and the Trustee. The Pooling and Servicing Agreement, as supplemented
by the Series 2001-1 Supplement, is herein referred to as the "Agreement"). The
corpus of the Trust consists of all of the Transferor's right, title and
interest in, to and under the Trust Property (as defined in the Agreement).

     This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations,
<PAGE>

proceeds, and duties evidenced hereby and the rights, duties and obligations of
the Trustee. To the extent not defined herein, the capitalized terms used herein
have the meanings ascribed to them in the Agreement. This Certificate is one of
a class of Certificates entitled "Conseco Finance Corp. Floorplan Receivables
Master Trust Floating Rate Floorplan Receivable Trust Certificates, Series 2001-
1, Class A" (the "Class A Certificates"), each of which represents a fractional
undivided interest in the Trust, and is issued under and is subject to the
terms, provisions and conditions of the Agreement, to which Agreement, as
amended from time to time, the Certificateholder by virtue of the acceptance
hereof assents and by which the Certificateholder is bound.

     The Transferor has structured the Agreement, the Class A Certificates, the
Conseco Finance Corp. Floorplan Receivables Master Trust Floating Rate Floorplan
Receivable Trust Certificates, Series 2001-1, Class B (the "Class B
Certificates" and collectively with the Class A Certificates the "Offered
Certificates") and the Conseco Finance Corp. Floorplan Receivables Master Trust
Floating Rate Floorplan Receivable Trust Certificates, Series 2001-1, Class C
(the "Class C Certificates") with the intention that the Offered Certificates
will qualify under applicable tax law as indebtedness, and both the Transferor
and each holder of a Class A Certificate (a "Class A Certificateholder") or any
interest therein by acceptance of its Certificate or any interest therein,
agrees to treat the Class A Certificates for purposes of federal, state and
local income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness.

     Subject to the terms of the Agreement, no principal will be payable to the
Class A Certificateholders until the Class A Scheduled Payment Date in the
Controlled Accumulation Period. No principal will be payable to the Class B
Certificateholders, Class C Certificateholders or Class D Certificateholders
until all principal payments have been made to the Class A Certificateholders.

     Each Class A Certificate represents the right to receive the lesser of (i)
interest at the rate of ____% per annum above LIBOR determined on __________,
200_ for the period from __________, 200_ up to but excluding __________, 200_,
and at a rate equal to ____% per annum above LIBOR determined on the related
LIBOR Determination Date for each Interest Accrual Period thereafter or (ii) the
applicable Net Receivables Rate, (such rate, as in effect from time to time, the
"Class A Certificate Rate"). Interest on the Class A Certificates will accrue
from the Series 2001-1 Issuance Date and will be distributed on __________,
200__, and on the 13th day of each month thereafter, or if such day is not a
Business Day, on the next succeeding Business Day (each, a "Distribution Date"),
in an amount equal to the product of (a) the actual number of days in the
related Interest Accrual Period divided by 360, (b) the Class A Certificate Rate
and (c) the outstanding principal balance of the Class A Certificates at the
close of Business on the first day of such Interest Accrual Period (or in the
case of the first Distribution Date, the Class A Initial Invested Amount).

     On the earlier of (i) the ________ 200_ Distribution Date or (ii) the first
Distribution Date following the occurrence of a Pay Out Event, interest and
principal will be distributed to the Class A Certificateholders monthly on each
Distribution Date prior to the Series 2001-1 Termination Date. Interest for any
Distribution Date will include accrued interest at the Class A
<PAGE>

Certificate Rate from and including the preceding Distribution Date or, in the
case of the first Distribution Date, from and including the Series 2001-1
Issuance Date, to but excluding such Distribution Date. Interest for any
Distribution Date due but not paid on any Distribution Date will be due on the
next succeeding Distribution Date together with, to the extent permitted by
applicable law, additional interest on such amount at the Class A Certificate
Rate.

         "Class A Invested Amount" means an amount equal to
          -----------------------

               (a)  the initial principal balance of the Class A Certificates,
         minus (i) the Class A Percentage of the Pre-Allocated Invested amount,
         plus (ii) the Class A Percentage of (x) any withdrawals from the Pre-
         Funding Account pursuant to Section 4.18(b) in connection with the
         addition of Receivables to the Trust and (y) after Series 1998-2 and
         Series 1999-1 are paid in full, the Pre-Allocated Invested Amount less
         the amount in clause (x) above and the amount, if any, in clause (iii),
         plus (iii) the Class A Percentage of any withdrawals from the Pre-
         Funding Account pursuant to Section 4.18(c), at the end of the Funding
         Period, for deposit into the Excess Funding Account, minus

               (b)  the aggregate amount of principal payments (except
         principal payments made from the Pre-Funding Account) made to Class A
         Certificateholders prior to such date, minus

               (c)  the aggregate amount of Class A Investor Charge-Offs for all
         prior Determination Dates, and plus

               (d)  the aggregate amount allocated and available on all prior
         Business Days pursuant to subsection 4.9(a)(vi) (including amounts
         applied pursuant to such subsection but funded pursuant to Section
         4.10(a) and (b) and Section 4.14(a), (b) and (c)) for the purpose of
         reimbursing amounts deducted pursuant to the foregoing clause (c).

         Subject to the Agreement, payments of principal are limited to the
unpaid Class A Invested Amount of the Class A Certificates, which may be less
than the unpaid balance of the Class A Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class A Certificates is due and
payable no later than the Distribution Date in ________ 200_ (the "Series 2001-1
Termination Date"). After the Series 2001-1 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class A Certificates. In the event that the Class A Invested
Amount is greater than zero on the Series 2001-1 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
<PAGE>

Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.

     Unless the certificate of authentication hereon has been executed by or on
behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.
<PAGE>

         IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed.

                                             GREEN TREE FLOORPLAN FUNDING CORP.,
                                             Transferor


                                             By: _______________________________
                                                 Name:
                                                 Title:

Dated:  __________, 2001

                         CERTIFICATE OF AUTHENTICATION

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

                                             WELLS FARGO BANK MINNESOTA, N. A.,
                                             Trustee


                                             By: _______________________________
                                                 Name:
                                                 Title:
<PAGE>

                                                                       Exhibit B

                     FORM OF CLASS B INVESTOR CERTIFICATE

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

     EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO
THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY
TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH
PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA")) THAT 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, AS AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS
BY REASON OF A PLAN'S INVESTMENT IN THE ENTITY.

No. R-1                                                              $__________

                 GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
                   FLOATING RATE FLOORPLAN RECEIVABLE TRUST
                      CERTIFICATE, SERIES 2001-1, CLASS B

     Evidencing an undivided interest in a trust, the corpus of which consists
of receivables generated from time to time in the ordinary course of business
from the portfolio of revolving financing arrangements (the "Accounts") of
Conseco Finance Corp. ("Conseco Finance Corp." or the "Servicer") and other
assets and interests constituting the Trust under the Agreement described below.

                                      B-1
<PAGE>

     This certificate (a "Certificate") does not represent an interest in, or
obligation of, Conseco Finance Corp. Floorplan Funding Corp., Conseco Finance
Corp. or any affiliate of either of them.

     This certifies that CEDE & CO. (the "Certificateholder") is the registered
owner of a fractional undivided interest in the Conseco Finance Corp. Floorplan
Receivables Master Trust (the "Trust") issued pursuant to the Pooling and
Servicing Agreement, dated as of December 1, 1995 (the "Pooling and Servicing
Agreement"; such term to include any amendment thereto) among Conseco Finance
Corp. Floorplan Funding Corp., as Transferor (the "Transferor"), Conseco Finance
Corp., as Servicer, and Wells Fargo Bank Minnesota, N.A., as Trustee (the
"Trustee"), and the Series 2001-1 Supplement, dated as of __________, 2001 (the
"Series 2001-1 Supplement"), among the Transferor, Conseco Finance Corp., as
Servicer, and the Trustee. The Pooling and Servicing Agreement, as supplemented
by the Series 2001-1 Supplement, is herein referred to as the "Agreement." The
corpus of the Trust consists of all of the Transferor's right, title and
interest in, to and under the Trust Property (as defined in the Agreement).

     This Certificate does not purport to summarize the Agreement and reference
is made to that Agreement for information with respect to the interests, rights,
benefits, obligations, proceeds, and duties evidenced hereby and the rights,
duties and obligations of the Trustee. To the extent not defined herein, the
capitalized terms used herein have the meanings ascribed to them in the
Agreement. This Certificate is one of a class of Certificates entitled "Conseco
Finance Corp. Floorplan Receivables Master Trust Floating Rate Floorplan
Receivable Trust Certificates, Series 2001-1, Class B" (the "Class B
Certificates"), each of which represents a fractional undivided interest in the
Trust, and is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which
the Certificateholder is bound.

     The Transferor has structured the Agreement, the Class B Certificates, the
Conseco Finance Corp. Floorplan Receivables Master Trust Floating Rate Floorplan
Receivable Trust Certificates, Series 2001-1, Class A (the "Class A
Certificates" and collectively with the Class B Certificates the "Offered
Certificates") and the Conseco Finance Corp. Floorplan Receivables Master Trust
Floating Rate Floorplan Receivable Trust Certificates, Series 2001-1, Class C
(the "Class C Certificates") with the intention that the Offered Certificates
will qualify under applicable tax law as indebtedness, and both the Transferor
and each holder of a Class B Certificate (a "Class B Certificateholder") or any
interest therein by acceptance of its Certificate or any interest therein,
agrees to treat the Class B Certificates for purposes of federal, state and
local income or franchise taxes and any other tax imposed on or measured by
income, as indebtedness.

     Subject to the terms of the Agreement, no principal will be payable to the
Class B Certificateholders until the date on which an amount equal to the Class
A Invested Amount has been deposited in the Principal Account. No principal will
be payable to the Class B Certificateholders until all principal payments have
been made to the Class A Certificateholders.

                                      B-2
<PAGE>

         Each Class B Certificate represents the right to receive the lesser of
(i) interest at the rate of ____% per annum above LIBOR determined on
__________, 200_ for the period from __________, 200_ to but excluding
__________, 200_, and at a rate equal to ____% per annum above LIBOR determined
on the related LIBOR Determination Date for each Interest Accrual Period
thereafter or (ii) the applicable Net Receivables Rate (such rate, as in effect
from time to time, the "Class B Certificate Rate"). Interest on the Class B
Certificates will accrue from the Series 2001-1 Issuance Date and will be
distributed on __________, 200_, and on the 13th day of each month thereafter,
or if such day is not a Business Day, on the next succeeding Business Day (each,
a "Distribution Date"), in an amount equal to the product of (a) the actual
number of days in the related Interest Accrual Period divided by 360, (b) the
Class B Certificate Rate and (c) the outstanding principal balance of the Class
B Certificates at the close of business on the first day of such Interest
Accrual Period.

         On the earlier of (a) the ________ 200_ Distribution Date or (b) the
first Distribution Date following the occurrence of a Pay Out Event, interest
and principal will be distributed to the Class B Certificateholders monthly on
each Distribution Date prior to the Series 2001-1 Termination Date. Interest for
any Distribution Date will include accrued interest at the Class B Certificate
Rate from and including the preceding Distribution Date or, in the case of the
first Distribution Date from and including the Series 2001-1 Issuance Date, to
but excluding such Distribution Date. Interest for any Distribution Date due but
not paid on any Distribution Date will be due on the next succeeding
Distribution Date together with, to the extent permitted by applicable law,
additional interest on such amount at the Class B Certificate Rate.

         "Class B Invested Amount" for any date means an amount equal to

                  (a)  the initial principal balance of the Class B
         Certificates, minus (i) the Class B Percentage of the Pre-Allocated
         Invested Amount, plus (ii) the Class B Percentage of (x) any
         withdrawals from the Pre-Funding Account pursuant to Section 4.18(b) in
         connection with the addition of Receivables to the Trust and (y) after
         Series 1998-2 and Series 1999-1 are paid in full, the Pre-Allocated
         Invested Amount less the amount in clause (x) above and the amount, if
         any, in clause (iii), plus (iii) the Class B Percentage of any
         withdrawals from the Pre-Funding Account pursuant to Section 4.18(c),
         at the end of the Funding Period, for deposit into the Excess Funding
         Account, minus

                  (b)  the aggregate amount of principal payments (except
         principal payments made from the Pre-Funding Account) made to Class B
         Certificateholders prior to such date, minus

                  (c)  the aggregate amount of the Class B Investor Charge-Offs
         for all prior Determination Dates equal to the amount by which the
         Class B Invested Amount has been reduced to fund the Investor Default
         Amounts on all prior Determination Dates pursuant to Section 4.13(c),
         minus

                                      B-3
<PAGE>

                  (d)  the aggregate amount of Reallocated Class B Principal
         Collections for which neither the Class D Invested Amount nor the Class
         C Invested Amount has been reduced for all prior Distribution Dates,
         and plus

                  (e)  the aggregate amount allocated and available on all prior
         Business Days pursuant to subsection 4.9(a)(viii) (including amounts
         applied pursuant to such subsection but funded pursuant to Section
         4.10(a) and (b) and Section 4.14(a) and (b)) for the purpose of
         reimbursing amounts deducted pursuant to the foregoing clauses (c) and
         (d).

         Subject to the Agreement, payments of principal are limited to the
unpaid Class B Invested Amount of the Class B Certificates, which may be less
than the unpaid balance of the Class B Certificates pursuant to the terms of the
Agreement. All principal of and interest on the Class B Certificates is due and
payable no later than the Distribution Date in ________ 200_ (the "Series 2001-1
Termination Date"). After the Series 2001-1 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class B Certificates. In the event that the Class B Invested
Amount is greater than zero on the Series 2001-1 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 110% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

                                      B-4
<PAGE>

         IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed.

                                    GREEN TREE FLOORPLAN FUNDING CORP.,
                                    Transferor



                                    By:  ____________________________________
                                         Name:
                                         Title:

Dated:   __________, 2001


                         CERTIFICATE OF AUTHENTICATION

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

                                    WELLS FARGO BANK MINNESOTA, N.A., Trustee



                                    By:  _____________________________________
                                         Name:
                                         Title:

                                      B-5
<PAGE>

                                                                       Exhibit C


                     FORM OF CLASS C INVESTOR CERTIFICATE

         THIS CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT
THIS CERTIFICATE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A ("QIB") PURCHASING FOR ITS OWN ACCOUNT OR A QIB PURCHASING
FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE
REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, OR TO THE TRANSFEROR. EACH CERTIFICATE OWNER BY ACCEPTING A BENEFICIAL
INTEREST IN THIS CERTIFICATE IS DEEMED TO REPRESENT THAT IT IS A QIB PURCHASING
FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF ANOTHER QIB.

         THIS CERTIFICATE MAY NOT BE ACQUIRED, SOLD, TRADED OR TRANSFERRED, NOR
MAY AN INTEREST IN THIS CERTIFICATE BE MARKETED, ON OR THROUGH AN "ESTABLISHED
SECURITIES MARKET" WITHIN THE MEANING OF SECTION 7740(b)(1) OF THE CODE AND ANY
PROPOSED, TEMPORARY OR FINAL TREASURY REGULATION THEREUNDER, INCLUDING, WITHOUT
LIMITATION, AN OVER-THE-COUNTER-MARKET OR ANY INTERDEALER QUOTATION SYSTEM THAT
REGULARLY DISSEMINATES FIRM BUY OR SELL QUOTATIONS.

         EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT, UNLESS SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO
THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY
TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF A CLASS C CERTIFICATE BY
SUCH PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE
"ASSETS OF THE BENEFIT PLAN" AND SUBJECT TO THE PROHIBITED TRANSACTION
PROVISIONS OF ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE
TRANSFEROR OR THE SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN
THE POOLING AND SERVICING AGREEMENT, SUCH PURCHASER EITHER (A) IS NOT (I) AN
EMPLOYEE BENEFIT PLAN (AS DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT
INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA")) THAT 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, AS

                                      C-1
<PAGE>

AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY, INCLUDING, WITHOUT LIMITATION, AN
INSURANCE COMPANY GENERAL ACCOUNT OR (B) IS AN INSURANCE COMPANY ACTING ON
BEHALF OF ITS GENERAL ACCOUNT AND (I) ON THE DATE IT ACQUIRES THE CERTIFICATES,
LESS THAN 25% OF THE ASSETS OF SUCH GENERAL ACCOUNT (AS REASONABLY DETERMINED BY
SUCH INSURANCE COMPANY) CONSTITUTE PLAN ASSETS FOR PURPOSES OF TITLE I OF ERISA
AND SECTION 4975 OF THE CODE, AND (II) IF, AFTER THE INITIAL ACQUISITION OF THE
CERTIFICATES, AT ANY TIME DURING ANY CALENDAR QUARTER 25% OR MORE OF THE ASSETS
OF SUCH GENERAL ACCOUNT (AS REASONABLY DETERMINED BY SUCH INSURANCE COMPANY NO
LESS FREQUENTLY THAN EACH CALENDAR QUARTER) CONSTITUTE PLAN ASSETS FOR PURPOSES
OF TITLE I OF ERISA OR SECTION 4975 OF THE CODE AND NO EXEMPTION OR EXCEPTION
FROM THE PROHIBITED TRANSACTION RULES APPLIES TO THE CONTINUED HOLDING OF THE
CERTIFICATES UNDER SECTION 401(c) OF ERISA AND THE FINAL REGULATIONS THEREUNDER
OR UNDER AN EXEMPTION OR REGULATION ISSUED BY THE UNITED STATES DEPARTMENT OF
LABOR UNDER ERISA, THEN SUCH INSURANCE COMPANY AGREES TO DISPOSE OF ALL OF THE
CERTIFICATES THEN HELD IN ITS GENERAL ACCOUNT BY THE END OF THE NEXT FOLLOWING
CALENDAR QUARTER.

No. _______                                                          $_________

          GREEN TREE FLOATING RATE FLOORPLAN RECEIVABLES MASTER TRUST
             FLOATING RATE FLOORPLAN RECEIVABLE TRUST CERTIFICATE,
                            SERIES 2001-1, CLASS C

         Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary course of
business from the portfolio of revolving financing arrangements (the "Accounts")
of Conseco Finance Corp. ("Conseco Finance Corp." or the "Servicer") and other
assets and interests constituting the Trust under the Agreement described below.

         This certificate (a "Certificate") does not represent an interest in,
or an obligation of, Conseco Finance Corp. Floorplan Funding Corp., Conseco
Finance Corp. or any affiliate of either of them, except to the extent set forth
in the Agreement.

         This certifies that Conseco Finance Corp. Floorplan Funding Corp. (the
"Certificateholder") is the registered owner of a fractional undivided interest
in the Conseco Finance Corp. Floorplan Receivables Master Trust (the "Trust")
issued pursuant to the Pooling and Servicing Agreement, dated as of December 1,
1995 (the "Pooling and Servicing Agreement"; such term to include any amendment
thereto) among Conseco Finance Corp. Floorplan Funding Corp., as Transferor (the
"Transferor"), Conseco Finance Corp., as Servicer, and Wells Fargo Bank
Minnesota, N.A., as Trustee (the "Trustee"), and the Series 2001-1 Supplement,
dated as of __________, 2001 (the "Series 2001-1 Supplement"), among the

                                      C-2
<PAGE>

Transferor, Conseco Finance Corp., as Servicer, and the Trustee. The Pooling and
Servicing Agreement, as supplemented by the Series 2001-1 Supplement, is herein
referred to as the "Agreement." The corpus of the Trust consists of all of the
Transferor's right, title and interest in, to and under the Trust Property (as
defined in the Agreement).

         This Certificate does not purport to summarize the Agreement and
reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement. This Certificate is one of a class of Certificates entitled
"Conseco Finance Corp. Floorplan Receivables Master Trust Floating Rate
Floorplan Receivable Trust Certificates, Series 2001-1, Class C" (the "Class C
Certificates"), each of which represents a fractional undivided interest in the
Trust, and is issued under and is subject to the terms, provisions and
conditions of the Agreement, to which Agreement, as amended from time to time,
the Certificateholder by virtue of the acceptance hereof assents and by which
the Certificateholder is bound.

         The Transferor has structured the Agreement, the Class C Certificates,
the Conseco Finance Corp. Floorplan Receivables Master Trust Floating Rate
Floorplan Receivable Trust Certificates, Series 2001-1, Class A (the "Class A
Certificates") and the Conseco Finance Corp. Floorplan Receivables Master Trust
Floating Rate Floorplan Receivable Trust Certificates, Series 2001-1, Class B
(the "Class B Certificates") with the intention that the Class A, Class B and
Class C Certificates will qualify under applicable tax law as indebtedness, and
both the Transferor and each holder of a Class C Certificate (a "Class C
Certificateholder") or any interest therein by acceptance of its Certificate or
any interest therein, agrees to treat the Class A, Class B and Class C
Certificates for purposes of federal, state and local income or franchise taxes
and any other tax imposed on or measured by income, as indebtedness.

         Subject to the terms of the Agreement, no principal will be payable to
the Class C Certificateholders until the date on which an amount equal to the
Class B Invested Amount has been deposited in the Principal Account. No
principal will be payable to the Class C Certificateholders until all principal
payments have been made to the Class A Certificateholders and the Class B
Certificateholders.

         Each Class C Certificate represents the right to receive the lesser of
(i) interest at the rate of ____% per annum above LIBOR determined on
__________, 200_ for the period from __________ 200_ up to but excluding
__________, 200_, and at a rate equal to ____% per annum above LIBOR determined
on the related LIBOR Determination Date for each Interest Accrual Period
thereafter or (ii) the applicable Net Receivables Rate (such rate, as in effect
from time to time, the "Class C Certificate Rate"). Interest on the Class C
Certificates will accrue from the Series 2001-1 Issuance Date and will be
distributed on __________, 200_, and on the 13th day of each month thereafter,
or if such day is not a Business Day, on the next succeeding Business Day (each,
a "Distribution Date"), in an amount equal to the product of (a) the actual
number of days in the related Interest Accrual Period divided by 360, (b) the
Class C Certificate Rate and (c) the outstanding principal balance of the Class
C Certificates at the close of business on the first day of such Interest
Accrual Period.

                                      C-3
<PAGE>

         "Class C Invested Amount" for any date means an amount equal to

                  (a) the initial principal balance of the Class C Certificates,
         minus (i) the Class C Percentage of the Pre-Allocated Invested Amount,
         plus (ii) the Class C Percentage of (x) any withdrawals from the
         Pre-Funding Account pursuant to Section 4.18(b) in connection with the
         addition of Receivables to the Trust and (y) after Series 1998-2 and
         Series 1999-1 are paid in full, the Pre-Allocated Invested Amount less
         the amount in clause (x) above and the amount, if any, in clause (iii),
         plus (iii) the Class C Percentage of any withdrawals from the
         Pre-Funding Account pursuant to Section 4.18(c), at the end of the
         Funding Period, for deposit into the Excess Funding Account, minus

                  (b) the aggregate amount of principal payments (except
         principal payments made from the Pre-Funding Account) made to Class C
         Certificateholders prior to such date, minus

                  (c) the aggregate amount of the Class C Investor Charge-Offs
         for all prior Distribution Dates equal to the amount by which the Class
         C Invested Amount has been reduced to fund the Investor Default Amounts
         on all prior Distribution Dates pursuant to Section 4.13(b), minus

                  (d) the aggregate amount of Reallocated Class C Principal
         Collections for which the Class D Invested Amount has not been reduced
         for all prior Distribution Dates (provided that the Class C Invested
         Amount may not be reduced below zero), and plus

                  (e) the aggregate amount allocated and available on all prior
         Business Days pursuant to subsection 4.9(a)(ix) (including amounts
         applied pursuant to such subsection but funded pursuant to Section
         4.10(a) and (b) and Section 4.14(a)) for the purpose of reimbursing
         amounts deducted pursuant to the foregoing clauses (c) and (d).

         Subject to the Agreement, payments of principal are limited to the
unpaid Class C Invested Amount of the Class C Certificates, which may be less
than the unpaid balance of the Class C Certificates pursuant to the terms of the
Agreement. All principal on the Class C Certificates is due and payable no later
than the Distribution Date in ________ 200_ (or if such day is not a Business
Day, the next succeeding Business Day) (the "Series 2001-1 Termination Date").
After the Series 2001-1 Termination Date neither the Trust nor the Transferor
will have any further obligation to distribute principal on the Class C
Certificates. In the event that the Class C Invested Amount is greater than zero
on the Series 2001-1 Termination Date, the Trustee will sell or cause to be
sold, to the extent necessary, an amount of interests in the Receivables or
certain of the Receivables up to 110% of the Class A Invested Amount, the Class
B Invested Amount, the Class C Invested Amount and the Class D Invested Amount
at the close of business on such date (but not more than the total amount of
Receivables allocable to the Investor Certificates), and shall pay the proceeds
to the Class A Certificateholders pro rata in final payment of the Class A
Certificates, then to the Class B Certificateholders pro rata in final

                                      C-4
<PAGE>

payment of the Class B Certificates, then to the Class C Certificateholders pro
rata in final payment of the Class C Certificates and finally to the Class D
Certificateholders pro rata in final payment of the Class D Certificates.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

                                      C-5
<PAGE>

         IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed.

                                            GREEN TREE FLOORPLAN FUNDING CORP.,
                                            Transferor


                                            By: ________________________________
                                                Name:
                                                Title:

Dated: __________, 2001


                         CERTIFICATE OF AUTHENTICATION

         This is one of the Class C Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.

                                            WELLS FARGO BANK MINNESOTA, N.A.,
                                            Trustee


                                            By: ________________________________
                                                Name:
                                                Title:

                                      C-6
<PAGE>

                                                                       Exhibit D

                     FORM OF CLASS D INVESTOR CERTIFICATE

         THIS CERTIFICATE WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
ACT"). THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR ANY
APPLICABLE STATE SECURITIES LAW OF ANY STATE AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED UNLESS REGISTERED PURSUANT TO OR EXEMPT FROM
REGISTRATION UNDER THE SECURITIES ACT AND ANY OTHER APPLICABLE SECURITIES LAW.
GREEN TREE FLOORPLAN FUNDING CORP. SHALL BE PROHIBITED FROM TRANSFERRING ANY
INTEREST IN OR PORTION OF THIS CERTIFICATE UNLESS, PRIOR TO SUCH TRANSFER, IT
SHALL HAVE DELIVERED TO THE TRUSTEE AN OPINION OF COUNSEL TO THE EFFECT THAT
SUCH PROPOSED TRANSFER WILL NOT ADVERSELY AFFECT THE FEDERAL OR MINNESOTA INCOME
TAX CHARACTERIZATION OF ANY OUTSTANDING SERIES OF INVESTOR CERTIFICATES OR THE
TAXABILITY (OR TAX CHARACTERIZATION) OF THE TRUST UNDER FEDERAL OR MINNESOTA
INCOME TAX LAWS. IN NO EVENT SHALL THE TRANSFEROR BE PERMITTED TO TRANSFER ANY
INTEREST IN OR PORTION OF THIS CERTIFICATE IF, AFTER GIVING EFFECT TO SUCH
PROPOSED TRANSFER, TAKING INTO ACCOUNT THE CERTIFICATES WHOSE TRANSFER IS
PROPOSED, MORE THAN 20% (BY INVESTED AMOUNT AND BY VALUE) OF THE OUTSTANDING
CERTIFICATES ISSUED BY THE TRUST WITH RESPECT TO WHICH NO OPINION OF COUNSEL WAS
ISSUED THAT THE APPLICABLE CLASS WOULD BE TREATED AS DEBT FOR FEDERAL INCOME TAX
PURPOSES (INCLUDING THE EXCHANGEABLE TRANSFEROR CERTIFICATE AND EACH TRANSFEROR
RETAINED CLASS) WOULD NOT BE BENEFICIALLY OWNED BY GREEN TREE FLOORPLAN FUNDING
CORP.

         EACH PURCHASER REPRESENTS AND WARRANTS FOR THE BENEFIT OF GREEN TREE
FLOORPLAN FUNDING CORP. THAT UNLESS SUCH PURCHASER, AT ITS EXPENSE, DELIVERS TO
THE TRUSTEE, THE SERVICER AND THE TRANSFEROR AN OPINION OF COUNSEL SATISFACTORY
TO THEM TO THE EFFECT THAT THE PURCHASE OR HOLDING OF THIS CERTIFICATE BY SUCH
PURCHASER WILL NOT RESULT IN THE ASSETS OF THE TRUST BEING DEEMED TO BE "ASSETS
OF THE BENEFIT PLAN" OR SUBJECT TO THE PROHIBITED TRANSACTION PROVISIONS OF
ERISA AND THE CODE AND WILL NOT SUBJECT THE TRUSTEE, THE TRANSFEROR OR THE
SERVICER TO ANY OBLIGATION IN ADDITION TO THOSE UNDERTAKEN IN THE POOLING AND
SERVICING AGREEMENT, SUCH PURCHASER IS NOT (I) AN EMPLOYEE BENEFIT PLAN (AS
DEFINED IN SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974,
AS AMENDED ("ERISA")) THAT 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, AS

                                      D-1
<PAGE>

AMENDED, OR (III) AN ENTITY WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY
REASON OF A PLAN'S INVESTMENT IN THE ENTITY.

No.________                                                      $__________

                 GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST
             FLOATING RATE FLOORPLAN RECEIVABLE TRUST CERTIFICATE,
                            SERIES 2001-1, CLASS D

         Evidencing an undivided interest in a trust, the corpus of which
consists of receivables generated from time to time in the ordinary course of
business from the portfolio of revolving financing arrangements (the "Accounts")
of Conseco Finance Corp. ("Conseco Finance Corp." or the "Servicer") and other
assets and interests constituting the Trust under the Agreement described below.

         This certificate (a "Certificate") does not represent an interest in,
or an obligation of, Conseco Finance Corp. Floorplan Funding Corp., Conseco
Finance Corp. or any affiliate of either of them.

         This certifies that Conseco Finance Corp. Floorplan Funding Corp. (the
"Certificateholder") is the registered owner of a fractional undivided interest
in the Conseco Finance Corp. Floorplan Receivables Master Trust (the "Trust")
created pursuant to the Pooling and Servicing Agreement, dated as of December 1,
1995 (the "Pooling and Servicing Agreement"; such term to include any amendment
thereto) among Conseco Finance Corp. Floorplan Funding Corp., as Transferor (the
"Transferor"), Conseco Finance Corp., as Servicer, and Wells Fargo Bank
Minnesota, N.A., as Trustee (the "Trustee"), and the Series 2001-1 Supplement,
dated as of __________, 2001 (the "Series 2001-1 Supplement"), among the
Transferor, Conseco Finance Corp., as Servicer, and the Trustee. The Pooling and
Servicing Agreement, as supplemented by the Series 2001-1 Supplement, is herein
referred to as the "Agreement."

         This Certificate does not purport to summarize the Agreement and
reference is made to that Agreement for information with respect to the
interests, rights, benefits, obligations, proceeds, and duties evidenced hereby
and the rights, duties and obligations of the Trustee. To the extent not defined
herein, the capitalized terms used herein have the meanings ascribed to them in
the Agreement. This Certificate is one of a class of Certificates entitled
"Conseco Finance Corp. Floorplan Receivables Master Trust Floorplan Receivable
Trust Certificates, Series 2001-1, Class D" (the "Class D Certificates"), each
of which represents a fractional undivided interest in the Trust, and is issued
under and is subject to the terms, provisions and conditions of the Agreement,
to which Agreement, as amended from time to time, the Certificateholder by
virtue of the acceptance hereof assents and by which the Certificateholder is
bound.

         Conseco Finance Corp. Floorplan Funding Corp. shall be prohibited from
Transferring any interest in or portion of the Class D Certificate unless, prior
to such Transfer, it shall have delivered to the Trustee an Opinion of Counsel
to the effect that such proposed Transfer will not

                                      D-2
<PAGE>

adversely affect the Federal or Minnesota income tax characterization of any
outstanding Series of Investor Certificate or the taxability (or tax
characterization) of the Trust under Federal or Minnesota income tax laws. In no
event shall Conseco Finance Corp. Floorplan Funding Corp. be permitted to
Transfer any interest in or portion of the Class D Certificate if, after giving
effect to such proposed Transfer, taking into account the certificates whose
Transfer is proposed, more than __% (by Invested Amount and by value) of the
outstanding certificates issued by the Trust with respect to which no Opinion of
Counsel was issued that the applicable class would be treated as debt for
federal income tax purposes (including the Exchangeable Transferor Certificate
and each Transferor Retained Class) would not be beneficially owned by the
Transferor.

         Subject to the terms of the Agreement, no principal will be payable to
the Class D Certificateholders until the date on which an amount equal to the
Class C Invested Amount has been deposited in the Principal Account. No
principal will be payable to the Class D Certificateholders until all principal
payments have first been made to the Class A Certificateholders, the Class B
Certificateholders and the Class C Certificateholders.

         Each Class D Certificate represents the right to receive the lesser of
(i) interest at the rate of ____% per annum above LIBOR determined on
__________, 200_ for the period from __________, 200_ up to but excluding
__________, 200_, and at a rate equal to ____% per annum above LIBOR determined
on the related LIBOR Determination Date for each Interest Accrual Period
thereafter or (ii) the applicable Net Receivables Rate (such rate, as in effect
from time to time, the "Class D Certificate Rate"). Interest on the Class D
Certificates will accrue from the Series 2001-1 Issuance Date and will be
distributed on __________, 200_, and on the 13th day of each month thereafter,
or if such day is not a Business Day, on the next succeeding Business Day (each,
a "Distribution Date"), in an amount equal to the product of (a) the actual
number of days in the related Interest Accrual Period divided by 360, (b) the
Class D Certificate Rate and (c) with respect to the Funding Period, the
outstanding principal balance of the Class D Certificates at the close of
business on the first day of such Interest Accrual Period.

         "Class D Invested Amount" means an amount equal to

                  (a)  the Class D Initial Invested Amount, plus

                  (b)  the Class D Incremental Invested Amount for the related
         Monthly Period, minus

                  (c)  in the Monthly Period in which occurs the Distribution
         Date on which the Invested Amount of the Series 1998-2 and the Series
         1999-1 Certificates are reduced to zero, $__________, and for any
         Monthly Period thereafter, zero, plus

                  (d)  any Additional Class D Invested Amount, minus

                  (e)  the aggregate amount of principal payments made to Class
         D Certificateholders prior to such date, minus

                                      D-3
<PAGE>

                  (f)  the aggregate amount of Class D Investor Charge-Offs for
         all prior Distribution Dates equal to the amount by which the Class D
         Invested Amount has been reduced to fund Investor Default Amounts on
         all prior Distribution Dates pursuant to Section 4.13(a), minus

                  (g)  the aggregate amount of Reallocated Class D Principal
         Collections for all prior Distribution Dates, plus

                  (h)  the aggregate amount allocated and available on all prior
         Business Days pursuant to subsection 4.9(a)(x) (including amounts
         applied pursuant to such subsection but funded pursuant to Section
         4.10(a) and (b)) for the purpose of reimbursing amounts deducted
         pursuant to the foregoing clauses (f) and (g).

         Subject to the Agreement, payments of principal are limited to the
unpaid Class D Invested Amount of the Class D Certificates, which may be less
than the unpaid balance of the Class D Certificates pursuant to the terms of the
Agreement.

         All principal of and interest on the Class D Certificates is due and
payable no later than the Distribution Date in ________ 200_ (the "Series 2001-1
Termination Date"). After the Series 2001-1 Termination Date neither the Trust
nor the Transferor will have any further obligation to distribute principal or
interest on the Class D Certificates. In the event that the Class D Invested
Amount is greater than zero on the Series 2001-1 Termination Date, the Trustee
will sell or cause to be sold, to the extent necessary, an amount of interests
in the Receivables or certain of the Receivables up to 20% of the Class A
Invested Amount, the Class B Invested Amount, the Class C Invested Amount and
the Class D Invested Amount at the close of business on such date (but not more
than the total amount of Receivables allocable to the Investor Certificates),
and shall pay the proceeds to the Class A Certificateholders pro rata in final
payment of the Class A Certificates, then to the Class B Certificateholders pro
rata in final payment of the Class B Certificates, then to the Class C
Certificateholders pro rata in final payment of the Class C Certificates and
finally to the Class D Certificateholders pro rata in final payment of the Class
D Certificates.

         Unless the certificate of authentication hereon has been executed by or
on behalf of the Trustee, by manual signature, this Certificate shall not be
entitled to any benefit under the Agreement, or be valid for any purpose.

                                      D-4
<PAGE>

          IN WITNESS WHEREOF, the Transferor has caused this Certificate to be
duly executed.

                                           GREEN TREE FLOORPLAN FUNDING CORP.,
                                           Transferor


                                           By: _________________________________
                                                Name:
                                                Title:

Dated: __________, 2001


                         CERTIFICATE OF AUTHENTICATION

          This is one of the Class D Certificates referred to in the within-
mentioned Pooling and Servicing Agreement.

                                           WELLS FARGO BANK MINNESOTA, N.A.,
                                           Trustee


                                           By: _________________________________
                                                Name:
                                                Title:






                                      D-5
<PAGE>

                                                                       Exhibit E

                            FORM OF MONTHLY REPORT
                            ----------------------

                (The numbers included in the following form are
                       for informational purposes only)

                      GREEN TREE FLOORPLAN FUNDING CORP.

                         _________________________

                 GREEN TREE FLOORPLAN RECEIVABLES MASTER TRUST

                         _________________________



                                (See Attached)






                                      E-1
<PAGE>

                                                                       Exhibit F

                Form of Representation Letter and Certification


                                                                      ______,___

Conseco Finance Corp. Floorplan Funding Corp.
500 Landmark Towers
345 St. Peter Street
St. Paul, MN 55102
Attention: Chief Financial Officer

Wells Fargo Bank Minnesota, N.A.
MAC N9311-161
Sixth Street and Marquette Avenue
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services -- Asset-Backed Administration

Ladies and Gentlemen:

        This is to notify you as to the transfer of $ _______ of Floorplan
Receivable Trust Certificates, Series 2001-1, Class C (the "Class C
Certificates") of Conseco Finance Corp. Floorplan Receivables Master Trust (the
"Company").

        The undersigned is the holder of the Class C Certificates and with this
notice hereby deposits with the Trustee $ _________ principal amount of Class C
Certificates and requests that Class C Certificates in the same principal amount
be issued and executed by the Company and authenticated by the Trustee and
registered to the purchaser on _______, ______, as specified in the Pooling and
Servicing Agreement, as supplemented by the Series 2001-1 Supplement thereto, as
follows:

        Name:                                                      Denominations
        Address:
        Taxpayer I.D. No.:

        In connection with the proposed purchase, the undersigned hereby
confirms that:

        1. The undersigned (i) reasonably believes the purchaser is a
"qualified institutional buyer," as defined in Rule 144A under the Securities
Act of 1933 (the "Act"), (ii) such purchaser has acquired the Class C
Certificates in a transaction effected in accordance with the exemption from the
registration requirements of the Act provided by Rule 144A and, (iii) if the
purchaser has purchased the Certificates for one or more accounts for which it
is acting as fiduciary or agent, (A) each such account is a qualified
institutional buyer and (B) each such account is acquiring the Class C
Certificates for its own account or for one or more institutional accounts

                                      F-1
<PAGE>

for which it is acting as fiduciary or agent in a minimum amount equivalent to
not less than U.S. $250,000 for each such account.

        2. The undersigned has neither acquired nor will the undersigned
reoffer, resell, pledge or otherwise transfer (any such act, a "Transfer") any
Class C Certificate the undersigned acquires (or any interest therein) or cause
any Class C Certificate (or any interest therein) to be marketed on or through
an "established securities market" within the meaning of Section 7704(b)(1) of
the Internal Revenue Code of 1986, as amended (the "Code") and any treasury
regulation thereunder, including, without limitation, an over-the-counter-market
or an interdealer quotation system that regularly disseminates firm buy or sell
quotations.

        3. The undersigned is not and will not become, for so long as the
undersigned owns any interest in the Class C Certificates, a partnership,
Subchapter S corporation or grantor trust for United States federal income tax
purposes. [If this representation cannot be made, the Transferor, the Servicer
or the Trustee may require additional representations.]

        4. The undersigned is a person who is either (A)(i) a citizen or
resident of the United States, (ii) a corporation or other entity organized in
or under the laws of the United States or any political subdivision thereof or
(iii) a person not described in (i) or (ii) whose ownership of the Class C
Certificates is effectively connected with a such person's conduct of a trade or
business within the United States (within the meaning of the Code) and our
ownership of any interest in the Class C Certificate will not result in any
withholding obligation with respect to any payments with respect to the Class C
Certificates by any person or (B) an estate or trust the income of which is
includible in gross income for United States federal income tax purposes. The
undersigned agrees that (a) if the undersigned is a person described in clause
(A)(i) or (A)(ii) above, the undersigned will furnish to the person from whom
the undersigned is acquiring a Class C Certificate, the Servicer and the
Trustee, a properly executed U.S. Internal Revenue Service Form W-9 and a new
Form W-9, or any successor applicable form, upon the expiration or obsolescence
of any previously delivered form or (b) if the undersigned a person described in
clause (A)(iii) above, the undersigned will furnish to the person from whom the
undersigned is acquiring a Class C Certificate, the Servicer and the Trustee, a
properly executed U.S. Internal Revenue Service Form 4224 and a new Form 4224,
or any successor applicable form, upon the expiration or obsolescence of any
previously delivered form (and, in each case, such other certifications,
representations or opinions of counsel as may be requested by the Transferor,
the Servicer or the Trustee). The undersigned recognizes that if the undersigned
is a tax-exempt entity, payments with respect to the Class C Certificates may
constitute unrelated business income.

        5. The undersigned understands that no subsequent Transfer of a Class C
Certificate is permitted unless (i) such Transfer is of a Class C Certificate
with a denomination of at least $1,000,000 and (ii) the Transferor and the
Servicer each consents in writing to the proposed Transfer, which consent shall
be granted (assuming that all other conditions to such Transfer are satisfied)
unless either the Transferor or the Servicer determines in its sole and absolute
discretion that such Transfer would created a risk that the Trust would be
classified for federal or any applicable state tax purposes as an association or
publicly traded partnership taxable as a corporation; provided, that any
attempted Transfer that would cause the number of Targeted


                                      F-2
<PAGE>

Holders (as defined in the Series 2001-1 Supplement) to exceed ninety nine shall
be void; and provided, further, that there shall not at any time be more than 5
holders of Class C Certificates of Series 2001-1 or such other number as may be
consented to by the Transferor, which consent may be withheld in its sole and
absolute discretion.

        6.  The undersigned understands that the opinion of tax counsel that the
Trust is not a publicly traded partnership taxable as a corporation is dependent
in part on the accuracy of the representations in paragraphs 2, 3, 4 and 5 above
and that, if such representations are not accurate, in addition to being subject
to having the purchase rescinded, the undersigned will be liable for damages.

        7.  The undersigned is either (a) not (i) an "employee benefit plan" (as
defined in Section 3(3) of ERISA), including governmental plans and church
plans, (ii) a plan described in Section 4975(e)(1) of the Code, including
individual retirement accounts and Keogh plans, or (iii) any other entity whose
underlying assets include "plan assets" (as defined in the United States
Department of Labor ("DOL") Regulation Section 2510.3-101, 29 C.F.R. ss.
2510.3-101 or otherwise under ERISA) by reason of a plan's investment in the
entity, including, without limitation, an insurance company general account, or
(b) an insurance company acting on behalf of a general account and (i) on the
date hereof less than 25% of the assets of such general account (as reasonably
determined by us) constitute "plan assets" for purposes of Title I of ERISA and
Section 4975 of the Code, and (ii) the undersigned agrees that if, after the
undersigned's initial acquisition of the Class C Certificates, at any time
during any calendar quarter 25% or more of the assets of such general account
(as reasonably determined by us no less frequently than each calendar quarter)
constitute "plan assets" for purposes of Title I of ERISA or Section 4975 of the
Code and no exemption or exception from the prohibited transaction rules applies
to the continued holding of the Class C Certificates under Section 401(c) of
ERISA and the final regulations thereunder or under an exemption or regulation
issued by the DOL under ERISA, we will dispose of all of the Class C
Certificates then held in our general account by the end of the next following
calendar quarter.

        8.  The undersigned understands that any purported Transfer of any Class
C Certificate in contravention of the restrictions and conditions set forth in
paragraphs 1 through 7 above (including any violation of the representation in
paragraph 3 by an investor who continues to hold a Class C Certificate occurring
any time after the Transfer in which it acquired such Class C Certificate) shall
be null and void, and the purported transferee shall not be recognized by the
Trust or any other person as a Class C Certificateholder for any purpose.

        9.  The person signing this letter on behalf of the ultimate beneficial
purchaser of the Class C Certificates has been duly authorized by such
beneficial purchaser of the Class C Certificates to do so.

        10. The Class C Certificates purchased by the undersigned should be
registered in the name and issued in the denominations set forth on Schedule 1
hereto. All payments on the Class C Certificates held by the undersigned should
be wired in accordance with the instructions set forth on Schedule 1 hereto
unless the undersigned otherwise notifies the Transferor, the Servicer and the
Trustee in writing.


                                      F-3
<PAGE>

        You are entitled to rely upon this letter, and the undersigned
understands that, in granting their respective consents to the purchase of Class
C Certificates, the Transferor and the Servicer will rely on the undersigned's
representations and warranties in this letter and on the undersigned's
certifications in the documents (including, without limitation, the Form W-9 or
Form 4224, as applicable) delivered by the undersigned to the Transferor, the
Servicer or the Trustee in conjunction with the purchase of Class C Certificates
by the undersigned. You are irrevocably authorized to produce this letter or a
copy hereof to any interested party in any administrative or legal proceeding or
official inquiry with respect to the matters covered hereby.

                                  Very truly yours,

                                  NAME OF HOLDER OF CERTIFICATE


                                  By: __________________________________________
                                      Name:
                                      Title:  Chief Financial or other Executive
                                              Officer


                                      F-4
<PAGE>

                                                                      Schedule 1
                                                                      ----------

                     Registration and Payment Instructions
                     -------------------------------------


Registration Instructions:
-------------------------

Full Legal Name of Purchaser: __________________________________________________
Name in Which Certificates Should be Registered: _______________________________
Number and Denomination of Certificates: _______________________________________
________________________________________________________________________________




Payment Instructions:
--------------------

Name of Bank:     ____________________________________________
Address of Bank:  ____________________________________________
Account Name:     ____________________________________________
Account Number:   ____________________________________________
ABA Number:       ____________________________________________
Reference:        ____________________________________________



Notice Information:
------------------

Address:          ____________________________________________
                  ____________________________________________
Attention:        ____________________________________________
Telephone:        ____________________________________________
Telefax:          ____________________________________________

[Please attach an original executed U.S. Internal Revenue Service Form W-9
and/or Form 4224, if applicable]


                                      F-5