<PAGE>

         Manufactured Housing Contract Senior/Subordinate Pass-Through

                          Certificates, Series 2001-3


                              TRANSFER AGREEMENT

                                    between

                     CONSECO FINANCE SECURITIZATIONS CORP.

                                   Purchaser

                                      and

                             CONSECO FINANCE CORP.

                                    Seller



                                  dated as of

                               September 1, 2001
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
ARTICLE I    DEFINITIONS......................................................................................   1

     SECTION 1.1     General..................................................................................   1
     SECTION 1.2     Specific Terms...........................................................................   1
     SECTION 1.3     Usage of Terms...........................................................................   3
     SECTION 1.4     No Recourse..............................................................................   3

ARTICLE II   CONVEYANCE OF THE INITIAL CONTRACTS AND THE INITIAL COLLATERAL SECURITY..........................   3

     SECTION 2.1     Conveyance of the Initial Contracts and the Initial Collateral Security..................   3
     SECTION 2.2     Purchase Price of Initial Contracts......................................................   4
     SECTION 2.3     Conveyance of Subsequent Contracts and Subsequent Collateral Security....................   4

ARTICLE III  REPRESENTATIONS AND WARRANTIES...................................................................   5

     SECTION 3.1     Representations and Warranties of CFC....................................................   5
     SECTION 3.2     Representations and Warranties of CFSC...................................................   7

ARTICLE IV   COVENANTS OF CFC.................................................................................   9

     SECTION 4.1     Transfer of Contracts....................................................................   9
     SECTION 4.2     Costs and Expenses.......................................................................   9
     SECTION 4.3     Indemnification..........................................................................   9
     SECTION 4.4     Financial Statement Disclosure...........................................................  10
     SECTION 4.5     Staged-Funding Contracts.................................................................  10

ARTICLE V    REPURCHASES......................................................................................  10

     SECTION 5.1     Repurchase of Contracts Upon Breach of Warranty..........................................  10
     SECTION 5.2     Reassignment of Purchased Contracts......................................................  11
     SECTION 5.3     Waivers..................................................................................  11

ARTICLE VI   MISCELLANEOUS....................................................................................  11

     SECTION 6.1     Liability of CFC.........................................................................  11
     SECTION 6.2     Merger or Consolidation of CFC or CFSC...................................................  11
     SECTION 6.3     Limitation on Liability of CFC and Others................................................  12
     SECTION 6.4     Amendment................................................................................  12
     SECTION 6.5     Notices..................................................................................  13
</TABLE>

                                       i
<PAGE>

<TABLE>
     <S>                                                                                                        <C>
     SECTION 6.6     Merger and Integration...................................................................  13
     SECTION 6.7     Severability of Provisions...............................................................  13
     SECTION 6.8     Intention of the Parties.................................................................  13
     SECTION 6.9     Governing Law............................................................................  14
     SECTION 6.10    Counterparts.............................................................................  14
     SECTION 6.11    Conveyance of the Initial Contracts and the Initial Collateral
                     Security to the Trust....................................................................  14
     SECTION 6.12    Nonpetition Covenant.....................................................................  14
</TABLE>

SCHEDULES

Schedule A -- Schedule of Initial Contracts

                                   EXHIBITS

Exhibit A -- Form of Subsequent Transfer Agreement

                                      ii
<PAGE>

                               TRANSFER AGREEMENT

     THIS TRANSFER AGREEMENT, dated as of September 1, 2001, executed between
Conseco Finance Securitizations Corp., a Minnesota corporation, as purchaser
("CFSC"), and Conseco Finance Corp., a Delaware corporation, as seller ("CFC").

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, CFSC has agreed to purchase from CFC, and CFC has agreed to
transfer to CFSC, certain manufactured housing installment sales contracts
pursuant to the terms of this Agreement.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter contained, and for other good and valuable consideration, the
receipt of which is acknowledged, CFSC and CFC, intending to be legally bound,
hereby agree as follows:

                                   ARTICLE I
                                  DEFINITIONS

     SECTION 1.1  General.  The specific terms defined in this Article include
                  -------
the plural as well as the singular. The words "herein," "hereof" and "hereunder"
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision, and Article, Section,
Schedule and Exhibit references, unless otherwise specified, refer to Articles
and Sections of and Schedules and Exhibits to this Agreement. Capitalized terms
used herein without definition shall have the respective meanings assigned to
such terms in the Pooling and Servicing Agreement, dated as of September 1,
2001, by and among Conseco Finance Securitizations Corp. (as Seller), Conseco
Finance Corp. (in its individual capacity and as Servicer), and U.S. Bank
National Association, as trustee (the "Trustee") relating to the Manufactured
Housing Contract Senior/Subordinate Pass-Through Certificates Trust 2001-3 (the
"Trust").

     SECTION 1.2  Specific Terms.  Whenever used in this Agreement, the
                  --------------
following words and phrases, unless the context otherwise requires, shall have
the following meanings:

     "Agreement" shall mean this Transfer Agreement and all amendments hereof
      ---------
and supplements hereto.

     "Closing Date" means, September 6, 2001.
      ------------

     "Collateral Security" means the Initial Collateral Security conveyed by CFC
      -------------------
to CFSC pursuant to this Agreement together with any and all Subsequent
Collateral Security conveyed by CFC to CFSC pursuant to each Subsequent Transfer
Agreement.

     "Contracts" means the Initial Contracts conveyed by CFC to CFSC pursuant to
      ---------
this Agreement together with any and all Subsequent Contracts conveyed by CFC to
CFSC pursuant to each Subsequent Transfer Agreement.
<PAGE>

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

     "Initial Contracts" means the manufactured housing installment sales
      -----------------
contracts and installment loan agreements listed on the Schedule of Initial
Contracts, including all related security interests and any and all rights to
receive payments on or with respect thereto (other than principal and interest
due pursuant thereto on or before the applicable Cut-off Date).

     "Pooling and Servicing Agreement" means the Pooling and Servicing
      -------------------------------
Agreement, dated as of September 1, 2001, executed and delivered by Conseco
Finance Corp., as Originator and Servicer; Conseco Finance Securitizations
Corp., as Seller; and the Trustee.

     "Related Documents" means the Certificates, the Pooling and Servicing
      -----------------
Agreement, each Subsequent Transfer Agreement and the Underwriting Agreement
among CFC, CFSC and the underwriters of the Certificates.  The Related Documents
to be executed by any party are referred to herein as "such party's Related
Documents," "its Related Documents" or by a similar expression.

     "Repurchase Event" means the occurrence of a breach of any of CFC's
      ----------------
representations and warranties hereunder or under any Subsequent Transfer
Agreement or any other event which requires the repurchase of a Contract by CFC
under the Pooling and Servicing Agreement.

     "Schedule of Contracts" means the Schedule of Initial Contracts, as
      ---------------------
supplemented by each Schedule of Subsequent Contracts.

     "Schedule of Initial Contracts" means the schedule of manufactured housing
      -----------------------------
installment sales contracts and installment loan agreements which is attached
hereto as Schedule A.

     "Schedule of Subsequent Contracts" means the schedule of manufactured
      --------------------------------
housing installment sales contracts and installment loan agreements sold and
transferred pursuant to a Subsequent Transfer Agreement, which schedule is
attached to such Subsequent Transfer Agreement as Schedule A and shall
supplement the Schedule of Initial Contracts.

     "Subsequent Collateral Security" means, with respect to any Subsequent
      ------------------------------
Contract, (i) the security interests, if any, granted by or on behalf of the
related Obligor with respect thereto, including a first priority perfected
security interest in the related Manufactured Home, (ii) all other security
interests or liens and property subject thereto from time to time purporting to
secure payment of such Contract, whether pursuant to the agreement giving rise
to such Contract or otherwise, together with all financing statements signed by
the Obligor describing any

                                       2
<PAGE>

collateral securing such Contract, (iii) all security agreements granting a
security interest in the related Manufactured Home and all guarantees, insurance
and other agreements or arrangements of whatever character from time to time
supporting or securing payment of such Contract whether pursuant to the
agreement giving rise to such Contract or otherwise, and (iv) all records in
respect of such Contract.

     "Subsequent Contracts" means the manufactured housing installment sales
      --------------------
contracts and installment loan agreements specified in the Schedule of
Subsequent Contracts attached as Schedule A to each Subsequent Transfer
Agreement, including all related security interests and all rights to receive
payments on or with respect thereto (other than principal and interest due on or
before the applicable Cut-off Date).

     "Subsequent Transfer Agreement" has the meaning assigned in Section
      -----------------------------
2.3(b)(iii).

     "Trust" means the trust created by the Trust Agreement, known as
      -----
Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust
2001-3, the estate of which consists of the Trust Property.

     "Trust Property" means the property and proceeds of every description
      --------------
conveyed by CFSC to the Trust pursuant to the Pooling and Servicing Agreement
and pursuant to any Subsequent Transfer Instrument, together with the
Certificate Account (including all Eligible Investments and all proceeds
therefrom).

     "Trustee" means U.S. Bank National Association, a national banking
      --------
association organized and existing under the laws of the United States, not in
its individual capacity but solely as trustee of the Trust, and any successor
trustee appointed and acting pursuant to the Pooling and Servicing Agreement.

     SECTION 1.3  Usage of Terms.  With respect to all terms used in this
                  --------------
Agreement, the singular includes the plural and the plural the singular; words
importing any gender include the other gender; references to "writing" include
printing, typing, lithography, and other means of reproducing words in a visible
form; references to agreements and other contractual instruments include all
subsequent amendments thereto or changes therein entered into in accordance with
their respective terms and not prohibited by this Agreement or the Pooling and
Servicing Agreement; references to Persons include their permitted successors
and assigns; and the terms "include" or "including" mean "include without
limitation" or "including without limitation."

     SECTION 1.4  No Recourse.  Without limiting the obligations of CFC
                  -----------
hereunder, no recourse may be taken, directly or indirectly, under this
Agreement or any certificate or other writing delivered in connection herewith
or therewith, against any stockholder, officer or director, as such, of CFC, or
of any predecessor or successor of CFC.

                                       3
<PAGE>

                                  ARTICLE II
                      CONVEYANCE OF THE INITIAL CONTRACTS
                      AND THE INITIAL COLLATERAL SECURITY

     SECTION 2.1  Conveyance of the Initial Contracts and the Initial Collateral
                  --------------------------------------------------------------
Security.  Subject to the terms and conditions of this Agreement, CFC hereby
--------
sells, transfers, assigns, and otherwise conveys to CFSC without recourse (but
without limitation of its obligations in this Agreement or in the Pooling and
Servicing Agreement), and CFSC hereby purchases, all right, title and interest
of CFC in and to the Initial Contracts and the Initial Collateral Security,
including all rights under every Hazard Insurance Policy relating to a
Manufactured Home securing an Initial Contract for the benefit of the owner of
such Contract, all rights under all FHA/VA Regulations pertaining to any Initial
Contract that is an FHA/VA Contract, the proceeds from the Errors and Omissions
Protection Policy and all rights under any blanket hazard insurance policy to
the extent they relate to a Manufactured Home securing an Initial Contracts, all
documents contained in the Contract Files and the Land-and-Home Contract Files,
and all proceeds and products in any way derived from any of the foregoing.  It
is the intention of CFC and CFSC that the transfer and assignment contemplated
by this Agreement shall constitute a sale of the Initial Contracts and the
Initial Collateral Security from CFC to CFSC, conveying good title thereto free
and clear of any liens, and the Initial Contracts and the Initial Collateral
Security shall not be part of CFC's estate in the event of the filing of a
bankruptcy petition by or against CFC under any bankruptcy or similar law.

     SECTION 2.2  Purchase Price of Initial Contracts.  Simultaneously with the
                  -----------------------------------
conveyance of the Initial Contracts and the Initial Collateral Security to CFSC,
CFSC has (a) paid or caused to be paid to or upon the order of CFC approximately
$587,383,595.00 by wire transfer of immediately available funds (representing
the net proceeds to CFSC from the sale of the Initial Contracts after (i)
deducting expenses incurred by CFSC in connection with such sale, (ii)
depositing the Pre-Funded Amount and an amount equal to the Cut-off Date
Principal Balances of the Undelivered Contracts in the Pre-Funding Account,
(iii) depositing $0 in the Capitalized Interest Account, and (iv) depositing
$3,583,418.71 in the Staged-Funding Contract Reserve Account) and (b) has
delivered to CFC, or its designee, the Class B-2, Class B-3I and Class C
Certificates.

     SECTION 2.3  Conveyance of Subsequent Contracts and Subsequent Collateral
                  ------------------------------------------------------------
Security.
--------

          (a)  Subject to the conditions set forth in paragraph (b) below and
     the terms and conditions in the related Subsequent Transfer Agreement, in
     consideration of CFSC's delivery on the related Subsequent Transfer Date to
     or upon the order of CFC of an amount equal to the purchase price of the
     Subsequent Contracts (as set forth in the related Subsequent Transfer
     Agreement), CFC hereby agrees to sell, transfer, assign, and otherwise
     convey to CFSC without recourse (but without limitation of its obligations
     in this Agreement and the related Subsequent Transfer Agreement), and CFSC
     hereby agrees to purchase, all right, title and interest of CFC in and to
     the Subsequent Contracts and the Subsequent Collateral Security described
     in the related Subsequent Transfer Agreement.

                                       4
<PAGE>

          (b)  CFC shall transfer to CFSC, and CFSC shall acquire, the
     Subsequent Contracts and the Subsequent Collateral Security to be
     transferred on any Subsequent Transfer Date only upon the satisfaction of
     each of the following conditions on or prior to such Subsequent Transfer
     Date:

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

               (ii)   CFC shall have delivered to the Trustee the Contract File,
          or Land-and-Home Contract File, for each Subsequent Contract at least
          two Business Days prior to the Subsequent Transfer Date;

               (iii)  CFSC shall have delivered to CFC a duly executed
          Subsequent Transfer Agreement substantially in the form of Exhibit A
          hereto (the "Subsequent Transfer Agreement"), which shall include a
          Schedule of Subsequent Contracts identifying the related Subsequent
          Contracts;

               (iv)   as of each Subsequent Transfer Date, as evidenced by
          delivery of the Subsequent Transfer Agreement, neither CFC nor CFSC
          shall be insolvent nor shall they have been made insolvent by such
          transfer nor shall they be aware of any pending insolvency;

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

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

               (vii)  each of the representations and warranties contained in
          Sections 3.02, 3.04, and 3.05 of the Pooling and Servicing Agreement
          and in this Section 2.3 shall be true and correct, and each condition
          precedent specified in this Section 2.3 shall be satisfied, as
          evidenced by delivery of the Subsequent Transfer Agreement; and

               (viii) CFC and CFSC shall have delivered to the Trustee Opinions
          of Counsel addressed to the Rating Agencies and the Trustee with
          respect to the transfer of the Subsequent Contracts substantially in
          the form of the Opinions of Counsel delivered on the Closing Date
          regarding certain bankruptcy, corporate and tax matters.

          (c)  CFC covenants to transfer to CFSC pursuant to paragraph (a) above
     Subsequent Contracts with aggregate Scheduled Principal Balances
     approximately equal to $0; provided, however, that the sole remedy of CFSC
     with respect to a failure of such covenant shall be to enforce the
     provisions of Section 8.07 of the Pooling and Servicing Agreement.

                                       5
<PAGE>

                                  ARTICLE III
                         REPRESENTATIONS AND WARRANTIES

     SECTION 3.1  Representations and Warranties of CFC.  CFC makes the
                  -------------------------------------
following representations and warranties, on which CFSC relies in purchasing the
Initial Contracts and the Initial Collateral Security and in transferring the
Initial Contracts and the Initial Collateral Security to the Trust under the
Pooling and Servicing Agreement. Such representations are made as of the
execution and delivery of this Agreement, but shall survive the sale, transfer
and assignment of the Initial Contracts and the Initial Collateral Security
hereunder and the sale, transfer and assignment thereof by CFSC to the Trust
under the Pooling and Servicing Agreement. CFC and CFSC agree that CFSC will
assign to the Trust all of CFSC's rights under this Agreement and that the Trust
will thereafter be entitled to enforce this Agreement against CFC in the Trust's
own name.

          (a)  Representations Regarding Contracts.  The representations and
               -----------------------------------
     warranties set forth in Sections 3.02, 3.04 and 3.05 of the Pooling and
     Servicing Agreement are true and correct.

          (b)  Organization and Good Standing.  CFC has been duly organized and
               ------------------------------
      is validly existing as a corporation in good standing under the laws of
     the State of Delaware, with power and authority to own its properties and
     to conduct its business as such properties are currently owned and such
     business is currently conducted, and had at all relevant times, and now
     has, power, authority and legal right to acquire, own and sell the Initial
     Contracts and the Initial Collateral Security transferred to CFSC.

          (c)  Due Qualification.  CFC is duly qualified to do business as a
               -----------------
     foreign corporation in good standing, and has obtained all necessary
     licenses and approvals, in all jurisdictions in which the ownership or
     lease of its property or the conduct of its business requires such
     qualification.

          (d)  Power and Authority.  CFC has the power and authority to
               -------------------
     execute and deliver this Agreement and its Related Documents and to carry
     out its terms and their terms, respectively; CFC has full power and
     authority to sell and assign the Initial Contracts and the Initial
     Collateral Security to be sold and assigned to and deposited with CFSC
     hereunder and has duly authorized such sale and assignment to CFSC by all
     necessary corporate action; and the execution, delivery and performance of
     this Agreement and CFC's Related Documents have been duly authorized by CFC
     by all necessary corporate action.

          (e)  Valid Sale; Binding Obligations.  This Agreement and CFC's
               -------------------------------
     Related Documents have been duly executed and delivered; shall effect a
     valid sale, transfer and assignment of the Initial Contracts and the
     Initial Collateral Security, enforceable against CFC and creditors of and
     purchasers from CFC; and constitute legal, valid and binding obligations of
     CFC enforceable in accordance with their respective terms, except as
     enforceability may be limited by bankruptcy, insolvency, reorganization or
     other similar laws affecting the enforcement of creditors' rights generally
     and by equitable limitations

                                       6
<PAGE>

     on the availability of specific remedies, regardless of whether such
     enforceability is considered in a proceeding in equity or at law.

          (f)  No Violation.  The consummation of the transactions contemplated
               ------------
      by this Agreement and the Related Documents and the fulfillment of the
     terms of this Agreement and the Related Documents shall not conflict with,
     result in any breach of any of the terms and provisions of or constitute
     (with or without notice, lapse of time or both) a default under, the
     certificate of incorporation or bylaws of CFC, or any indenture, agreement,
     mortgage, deed of trust or other instrument to which CFC is a party or by
     which it is bound, or result in the creation or imposition of any lien upon
     any of its properties pursuant to the terms of any such indenture,
     agreement, mortgage, deed of trust or other instrument, other than this
     Agreement and the Pooling and Servicing Agreement, or violate any law,
     order, rule or regulation applicable to CFC of any court or of any federal
     or state regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction over CFC or any of its properties.

          (g)  No Proceedings.  There are no proceedings or investigations
               --------------
     pending or, to CFC's knowledge, threatened against CFC, before any court,
     regulatory body, administrative agency or other tribunal or governmental
     instrumentality having jurisdiction over CFC or its properties (i)
     asserting the invalidity of this Agreement or any of the Related Documents,
     (ii) seeking to prevent the issuance of the Certificates or the
     consummation of any of the transactions contemplated by this Agreement or
     any of the Related Documents, (iii) seeking any determination or ruling
     that might materially and adversely affect the performance by CFC of its
     obligations under, or the validity or enforceability of, this Agreement or
     any of the Related Documents or (iv) seeking to affect adversely the
     federal income tax or other federal, state or local tax attributes of, or
     seeking to impose any excise, franchise, transfer or similar tax upon, the
     transfer and acquisition of the Initial Contracts and the Initial
     Collateral Security hereunder or under the Pooling and Servicing Agreement.

          (h)  Chief Executive Office.  The chief executive office of CFC is
               ----------------------
     located at 1100 Landmark Towers, 345 St. Peter Street, Saint Paul,
     MN 55102-1639.

     SECTION 3.2  Representations and Warranties of CFSC.  CFSC makes the
                  --------------------------------------
following representations and warranties, on which CFC relies in selling,
assigning, transferring and conveying the Initial Contracts and the Initial
Collateral Security to CFSC hereunder. Such representations are made as of the
execution and delivery of this Agreement, but shall survive the sale, transfer
and assignment of the Initial Contracts and the Initial Collateral Security
hereunder and the sale, transfer and assignment thereof by CFSC to the Trust
under the Pooling and Servicing Agreement.

          (a)  Organization and Good Standing.  CFSC has been duly organized
               ------------------------------
     and is validly existing and in good standing as a corporation under the
     laws of the State of Minnesota, with the power and authority to own its
     properties and to conduct its business as such properties are currently
     owned and such business is currently conducted, and had at all relevant
     times, and has, full power, authority and legal right to acquire and own
     the Initial Contracts and the Initial Collateral Security and to transfer
     the Initial Contracts and

                                       7
<PAGE>

     the Initial Collateral Security to the Trust pursuant to the Pooling and
     Servicing Agreement.

          (b)  Due Qualification.  CFSC is duly qualified to do business as a
               -----------------
     foreign corporation in good standing, and has obtained all necessary
     licenses and approvals in all jurisdictions where the failure to do so
     would materially and adversely affect (i) CFSC's ability to acquire the
     Initial Contracts or the Initial Collateral Security, (ii) the validity or
     enforceability of the Initial Contracts and the Initial Collateral Security
     or (iii) CFSC's ability to perform its obligations hereunder and under the
     Related Documents.

          (c)  Power and Authority.  CFSC has the power, authority and legal
               -------------------
     right to execute and deliver this Agreement and its Related Documents and
     to carry out the terms hereof and thereof and to acquire the Initial
     Contracts and the Initial Collateral Security hereunder; and the execution,
     delivery and performance of this Agreement and its Related Documents and
     all of the documents required pursuant hereto or thereto have been duly
     authorized by CFSC by all necessary action.

          (d)  No Consent Required.  CFSC is not required to obtain the consent
               -------------------
     of any other Person, or any consent, license, approval or authorization or
     registration or declaration with, any governmental authority, bureau or
     agency in connection with the execution, delivery or performance of this
     Agreement and the Related Documents, except for such as have been obtained,
     effected or made.

          (e)  Binding Obligation.  This Agreement and each of its Related
               ------------------
     Documents constitutes a legal, valid and binding obligation of CFSC,
     enforceable against CFSC in accordance with its terms, subject, as to
     enforceability, to applicable bankruptcy, insolvency, reorganization,
     conservatorship, receivership, liquidation and other similar laws and to
     general equitable principles.

          (f)  No Violation.  The execution, delivery and performance by CFSC
               ------------
     of this Agreement, the consummation of the transactions contemplated by
     this Agreement and the Related Documents and the fulfillment of the terms
     of this Agreement and the Related Documents do not and will not conflict
     with, result in any breach of any of the terms and provisions of or
     constitute (with or without notice or lapse of time) a default under the
     articles of incorporation or bylaws of CFSC, or conflict with or breach any
     of the terms or provisions of, or constitute (with or without notice or
     lapse of time) a default under, any indenture, agreement, mortgage, deed of
     trust or other instrument to which CFSC is a party or by which CFSC is
     bound or to which any of its properties are subject, or result in the
     creation or imposition of any lien upon any of its properties pursuant to
     the terms of any such indenture, agreement, mortgage, deed of trust or
     other instrument (other than the Pooling and Servicing Agreement), or
     violate any law, order, rule or regulation, applicable to CFSC or its
     properties, of any federal or state regulatory body or any court,
     administrative agency, or other governmental instrumentality having
     jurisdiction over CFSC or any of its properties.

          (g)  No Proceedings.  There are no proceedings or investigations
               --------------
     pending, or, to the knowledge of CFSC, threatened against CFSC, before any
     court, regulatory body,

                                       8
<PAGE>

     administrative agency, or other tribunal or governmental instrumentality
     having jurisdiction over CFSC or its properties: (i) asserting the
     invalidity of this Agreement or any of the Related Documents, (ii) seeking
     to prevent the consummation of any of the transactions contemplated by this
     Agreement or any of the Related Documents, (iii) seeking any determination
     or ruling that might materially and adversely affect the performance by
     CFSC of its obligations under, or the validity or enforceability of, this
     Agreement or any of the Related Documents or (iv) that may adversely affect
     the federal or state income tax attributes of, or seeking to impose any
     excise, franchise, transfer or similar tax upon, the transfer and
     acquisition of the Initial Contracts and the Initial Collateral Security
     hereunder or the transfer of the Initial Contracts and the Initial
     Collateral Security to the Trust pursuant to the Pooling and Servicing
     Agreement.

In the event of any breach of a representation and warranty made by CFSC
hereunder, CFC covenants and agrees that it will not take any action to pursue
any remedy that it may have hereunder, in law, in equity or otherwise, until a
year and a day have passed since the later of (i) the date on which all pass-
through certificates or other similar securities issued by the Trust, or a trust
or similar vehicle formed by CFSC, have been paid in full, or (ii) all
Certificates or other similar securities issued by the Trust, or a trust or
similar vehicle formed by CFSC, have been paid in full.  CFC and CFSC agree that
damages will not be an adequate remedy for such breach and that this covenant
may be specifically enforced by CFSC or by the Trustee on behalf of the Trust.

                                  ARTICLE IV
                                COVENANTS OF CFC

       SECTION 4.1  Transfer of Contracts.  On or before the Closing Date, CFC
                    ---------------------
shall deliver the Contract Files and Land-and-Home Contract Files to the
Trustee. CFC has filed a form UCC-1 financing statement regarding the sale of
the Contracts to CFSC, and shall file continuation statements in respect of such
UCC-1 financing statement as if such financing statement were necessary to
perfect such sale. CFC shall take any other actions necessary to maintain the
perfection of the sale of the Contracts to CFSC.

       SECTION 4.2  Costs and Expenses.  CFC shall pay all reasonable costs and
                    ------------------
disbursements in connection with the performance of its obligations hereunder
and under each Subsequent Transfer Agreement and its Related Documents.

       SECTION 4.3  Indemnification.
                    ---------------

          (a)  CFC will defend and indemnify CFSC against any and all costs,
     expenses, losses, damages, claims, and liabilities, including reasonable
     fees and expenses of counsel and expenses of litigation, arising out of or
     resulting from any breach of any of CFC's representations and warranties
     contained herein or in any Subsequent Transfer Agreement. Notwithstanding
     any other provision of this Agreement, the obligation of CFC under this
     Section 4.3 shall not terminate upon a Service Transfer pursuant to Article
     VII of the Pooling and Servicing Agreement, except that the obligation of
     CFC under this Section 4.3 shall not relate to the actions of any
     subsequent Servicer after a Service Transfer.

                                       9
<PAGE>

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

          (c)  CFC agrees to pay, and to indemnify, defend and hold harmless
     CFSC from any taxes which may at any time be asserted with respect to, and
     as of the date of, the transfer of the Contracts to CFSC including, without
     limitation, any sales, gross receipts, general corporation, personal
     property and costs, expenses and reasonable counsel fees in defending
     against the same, whether arising by reason of the acts to be performed by
     CFC under this Agreement or imposed against CFSC.

          (d)  Indemnification under this Section 4.3 shall include, without
     limitation, reasonable fees and expenses of counsel and expenses of
     litigation. If the Originator has made any indemnity payments to CFSC
     pursuant to this Section and CFSC thereafter collects any of such amounts
     from others, CFSC will repay such amounts collected to CFC, as the case may
     be, without interest.

       SECTION 4.4  Financial Statement Disclosure.  CFC's financial statements
                    ------------------------------
will disclose that the Subsequent Contracts have been transferred by CFC to
CFSC, and by CFSC to the Trust, and are not available to satisfy claims of CFC's
creditors.

       SECTION 4.5  Staged-Funding Contracts.  The purchase price described in
                    ------------------------
Section 2.2 excludes the amount by which the aggregate Cut-off Date Principal
Balances of the Staged-Funding Contracts exceeds their principal balance as of
the Closing Date. Such excess has been deposited in the Staged-Funding Contract
Reserve Account and will be paid to CFC as additional purchase price on the
terms described in Section 3.08 of the Pooling and Servicing Agreement. CFC
agrees to use its best efforts (consistent with prudent lending practices) to
cause each Staged-Funding Contract to be fully disbursed on or before the
Funding Termination Date. CFC acknowledges its obligations with respect to the
Staged-Funding Contracts under Section 3.06(c) and 3.08 of the Pooling and
Servicing Agreement.

                                   ARTICLE V
                                  REPURCHASES

       SECTION 5.1  Repurchase of Contracts Upon Breach of Warranty.
                    -----------------------------------------------

          (a)  Upon the occurrence of a Repurchase Event, CFC shall, unless such
     breach shall have been cured in all material respects, repurchase such
     Contract from the Trust pursuant to Section 3.06 of the Pooling and
     Servicing Agreement, subject to the limitation of Section 3.07 of the
     Pooling and Servicing Agreement. It is understood and agreed that the
     obligation of CFC to repurchase any Contract as to which a breach has
     occurred and is continuing shall, if such obligation is fulfilled,
     constitute the sole remedy against CFC for such breach available to CFSC,
     the Certificateholders or the Trustee on behalf of Certificateholders. The
     provisions of this Section 5.1 are intended to grant the Trustee a direct
     right against CFC to demand performance hereunder, and in connection
     therewith, CFC waives any requirement of prior demand against CFSC with
     respect to

                                       10
<PAGE>

     such repurchase obligation. Any such purchase shall take place in the
     manner specified in Section 3.06 of the Pooling and Servicing Agreement.
     Notwithstanding any other provision of this Agreement, any Subsequent
     Transfer Agreement or the Pooling and Servicing Agreement to the contrary,
     the obligation of CFC under this Section shall not terminate upon a
     termination of CFC as Servicer under the Pooling and Servicing Agreement
     and shall be performed in accordance with the terms hereof notwithstanding
     the failure of the Servicer or CFSC to perform any of their respective
     obligations with respect to such Contract under the Pooling and Servicing
     Agreement.

          (b)  In lieu of repurchasing a Contract when required by Section
     5.1(a) of this Agreement and Section 3.06(a) of the Pooling and Servicing
     Agreement, CFC may deliver an Eligible Substitute Contract pursuant to the
     provisions of Section 3.06(b) of the Pooling and Servicing Agreement.

          (c)  In addition to the foregoing and notwithstanding whether the
     related Contract shall have been purchased by CFC, CFC shall indemnify the
     Trustee, the Trust and the Certificateholders against all costs, expenses,
     losses, damages, claims and liabilities, including reasonable fees and
     expenses of counsel, which may be asserted against or incurred by any of
     them as a result of third party claims arising out of the events or facts
     giving rise to such Repurchase Events.

      SECTION 5.2  Reassignment of Purchased Contracts.  Upon deposit of the
                   -----------------------------------
Repurchase Price of any Contract repurchased or replaced by CFC under Section
5.1, CFSC shall cause the Trustee to take such steps as may be reasonably
requested by CFC in order to assign to CFC all of CFSC's and the Trust's right,
title and interest in and to such Contract and all security and documents and
all Collateral Security conveyed to CFSC and the Trust directly relating
thereto, without recourse, representation or warranty, except as to the absence
of liens, charges or encumbrances created by or arising as a result of actions
of CFSC or the Trustee.  Such assignment shall be a sale and assignment
outright, and not for security.  If, following the reassignment of a Contract,
in any enforcement suit or legal proceeding, it is held that CFC may not enforce
any such Contract on the ground that it shall not be a real party in interest or
a holder entitled to enforce the Contract, CFSC and the Trustee shall, at the
expense of CFC, take such steps as CFC deems reasonably necessary to enforce the
Contract, including bringing suit in CFSC's or the Trustee's name.

      SECTION 5.3  Waivers.  No failure or delay on the part of CFSC, or the
                   -------
Trustee as assignee of CFSC, in exercising any power, right or remedy under this
Agreement or under any Subsequent Transfer Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power, right or
remedy preclude any other or future exercise thereof or the exercise of any
other power, right or remedy.

                                  ARTICLE VI
                                 MISCELLANEOUS

      SECTION 6.1  Liability of CFC.  CFC shall be liable in accordance
                   ----------------
herewith only to the extent of the obligations in this Agreement or in any
Subsequent Transfer Agreement specifically undertaken by CFC and the
representations and warranties of CFC.

                                       11
<PAGE>

     SECTION 6.2  Merger or Consolidation of CFC or CFSC.  Any corporation or
                  --------------------------------------
other entity (i) into which CFC or CFSC may be merged or consolidated, (ii)
resulting from any merger or consolidation to which CFC or CFSC is a party or
(iii) succeeding to the business of CFC or CFSC, in the case of CFSC, which
corporation has articles of incorporation containing provisions relating to
limitations on business and other matters substantively identical to those
contained in CFSC's articles of incorporation, shall execute an agreement of
assumption to perform every obligation of CFC or CFSC, as the case may be, under
this Agreement and each Subsequent Transfer Agreement and, whether or not such
assumption agreement is executed, shall be the successor to CFC or CFSC, as the
case may be, hereunder and under each such Subsequent Transfer Agreement
(without relieving CFC or CFSC of its responsibilities hereunder, if it survives
such merger or consolidation) without the execution or filing of any document or
any further act by any of the parties to this Agreement or each Subsequent
Transfer Agreement. CFC or CFSC shall promptly inform the other party and the
Trustee of such merger, consolidation or purchase and assumption.
Notwithstanding the foregoing, as a condition to the consummation of the
transactions referred to in clauses (i), (ii) and (iii) above, (x) immediately
after giving effect to such transaction, no representation or warranty made
pursuant to Sections 3.1 and 3.2 of this Agreement, or similar representation or
warranty made in any Subsequent Transfer Agreement, shall have been breached
(for purposes hereof, such representations and warranties shall speak as of the
date of the consummation of such transaction), (y) CFC or CFSC, as applicable,
shall have delivered written notice of such consolidation, merger or purchase
and assumption to the relevant rating agencies prior to the consummation of such
transaction and shall have delivered to the Trustee an Officer's Certificate and
an Opinion of Counsel each stating that such consolidation, merger or succession
and such agreement of assumption comply with this Section 6.2 and that all
conditions precedent, if any, provided for in this Agreement, or in each
Subsequent Transfer Agreement, relating to such transaction have been complied
with, and (z) CFC or CFSC, as applicable, shall have delivered to the Trustee an
Opinion of Counsel, stating that, in the opinion of such counsel, either (A) all
financing statements and continuation statements and amendments thereto have
been executed and filed that are necessary to preserve and protect the interest
of the Trustee in the Trust Property and reciting the details of the filings or
(B) no such action shall be necessary to preserve and protect such interest.

     SECTION 6.3  Limitation on Liability of CFC and Others.  CFC shall not be
                  -----------------------------------------
under any obligation to appear in, prosecute or defend any legal action that is
not incidental to its obligations under this Agreement, any Subsequent Transfer
Agreement or its Related Documents and that in its opinion may involve it in any
expense or liability.

     SECTION 6.4  Amendment.
                  ---------
          (a)  This Agreement and any Subsequent Transfer Agreement may be
     amended by CFC and CFSC and without the consent of the Trustee or any of
     the Certificateholders (A) to cure any ambiguity or (B) to correct any
     provisions in this Agreement or any such Subsequent Transfer Agreement;
     provided, however, that such action shall not, as evidenced by an Opinion
     of Counsel delivered to the Trustee, adversely affect in any material
     respect the interests of any Noteholder.

                                       12
<PAGE>

          (b)  This Agreement may also be amended from time to time by CFC and
     CFSC, with the prior written consent of the Trustee and the Holders of
     Certificates of each Class affected thereby evidencing, as to each such
     Class, Percentage Interests aggregating 51% or more for the purpose of
     adding any provisions to or changing in any manner or eliminating any of
     the provisions of this Agreement, or of modifying in any manner the rights
     of the Certificateholders; provided, however, that no such amendment shall
     (i) increase or reduce in any manner the amount of, or accelerate or delay
     the timing of, collections of payments on the Contracts or distributions
     that are required to be made on any Certificate or (ii) reduce the
     aforesaid percentage required to consent to any such amendment or any
     waiver hereunder, without the consent of the Holders of all Certificates
     then outstanding.

          (c)  This Agreement shall not be amended under this Section without
     the consent of 100% of the Certificateholders and the Class C
     Certificateholders if such amendment would result in the disqualification
     of the Trust as a REMIC under the Code.

          (d)  Concurrently with the solicitation of any consent pursuant to
     this Section 6.4, CFSC shall furnish written notification to the Rating
     Agencies. Promptly after the execution of any amendment or consent pursuant
     to this Section 6.4, CFSC shall furnish written notification of the
     substance of such amendment to the Ratings Agencies, each Certificateholder
     and the Class C Certificateholders.

          (e)  It shall not be necessary for the consent of Certificateholders
     pursuant to this Section to approve the particular form of any proposed
     amendment or consent, but it shall be sufficient if such consent shall
     approve the substance thereof. The manner of obtaining such consents and of
     evidencing the authorization of the execution thereof by Certificateholders
     shall be subject to such reasonable requirements as the Trustee may
     prescribe, including the establishment of record dates. The consent of any
     Holder of a Certificate given pursuant to this Section or pursuant to any
     other provision of this Agreement shall be conclusive and binding on such
     Holder and on all future Holders of such Certificate and of any Certificate
     issued upon the transfer thereof or in exchange thereof or in lieu thereof
     whether or not notation of such consent is made upon the Certificate.

      SECTION 6.5  Notices.  All demands, notices and communications to CFC or
                   -------
CFSC hereunder shall be in writing, personally delivered, or sent by telecopier
(subsequently confirmed in writing), reputable overnight courier or mailed by
certified mail, return receipt requested, and shall be deemed to have been given
upon receipt (a) in the case of CFC, to Conseco Finance Corp., 1100 Landmark
Towers, 345 St. Peter Street, Saint Paul, Minnesota 55102-1639, Attention: Chief
Financial Officer, or such other address as shall be designated by CFC in a
written notice delivered to the other party or (b) in case of CFSC, to Conseco
Finance Securitizations Corp., 300 Landmark Towers, 345 St. Peter Street, Saint
Paul, Minnesota 55102-1639, Attention: Chief Financial Officer or to such other
address of which notice shall have been given in accordance with this Section
6.5.

      SECTION 6.6  Merger and Integration.  Except as specifically stated other
                   ----------------------
wise herein, this Agreement and the Related Documents set forth the entire
understanding of the

                                       13
<PAGE>

parties relating to the subject matter hereof, and all prior understandings,
written or oral, are superseded by this Agreement and the Related Documents.
This Agreement may not be modified, amended, waived or supplemented except as
provided herein.

     SECTION 6.7  Severability of Provisions.  If any one or more of the
                  --------------------------
covenants, provisions or terms of this Agreement shall be for any reason
whatsoever held invalid, then such covenants, provisions or terms shall be
deemed severable from the remaining covenants, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other
provisions of this Agreement.

     SECTION 6.8  Intention of the Parties.  The execution and delivery of this
                  ------------------------
Agreement and of each Subsequent Transfer Agreement shall constitute an
acknowledgment by CFC and CFSC that they intend that each assignment and
transfer herein and therein contemplated constitute a sale and assignment
outright, and not for security, of the Initial Contracts and the Initial
Collateral Security and the Subsequent Contracts and Subsequent Collateral
Security, as the case may be, conveying good title thereto free and clear of any
liens, from CFC to CFSC, and that the Initial Contracts and the Initial
Collateral Security and the Subsequent Contracts and Subsequent Collateral
Security shall not be a part of CFC's estate in the event of the bankruptcy,
reorganization, arrangement, insolvency or liquidation proceeding, or other
proceeding under any federal or state bankruptcy or similar law, or the
occurrence of another similar event, of, or with respect to, CFC.  In the event
that such conveyance is determined to be made as security for a Contract made by
CFSC, the Trust or the Certificateholders to CFC, the parties intend that this
Agreement and each Subsequent Transfer Agreement shall constitute a security
agreement under applicable law and that CFC shall have granted to CFSC a
security interest in all of CFC's right, title and interest in and to (i) the
Contracts, including the Collateral Security and all rights to receive payments
on or with respect to the Contracts (other than principal and interest due on
the Contracts on or before the applicable Cut-off Date), (ii) all rights under
every Hazard Insurance Policy relating to a Manufactured Home securing a
Contract for the benefit of the creditor of such Contract, (iii) all rights
under all FHA/VA Regulations pertaining to any Contract that is an FHA/VA
Contract, (iv) the proceeds from the Errors and Omissions Protection Policy and
all rights under any blanket hazard insurance policy to the extent they relate
to a Manufactured Home securing a Contract, (v) all documents contained in the
Contract Files and the Land-and-Home Contract Files, (vi) $3,583,418.71 paid by
the underwriters of the Certificates to the Trustee by order of the Seller out
of the proceeds of the sale of the Certificates and deposited in the Staged-
Funding Contract Reserve Account, (vii) amounts on deposit in the Capitalized
Interest Account, Pre-Funding Account and Staged-Funding Contract Reserve
Account and (viii) all proceeds and products in any way derived from any of the
foregoing.

     SECTION 6.9  Governing Law.  This Agreement shall be construed in
                  -------------
accordance with the laws of the State of Minnesota without regard to the
principles of conflicts of laws thereof, and the obligations, rights and
remedies of the parties under this Agreement shall be determined in accordance
with such laws.

     SECTION 6.10  Counterparts.  For the purpose of facilitating the execution
                   ------------
of this Agreement and for other purposes, this Agreement may be executed
simultaneously in any

                                       14
<PAGE>

number of counterparts, each of which counterparts shall be deemed to be an
original, and all of which counterparts shall constitute but one and the same
instrument.

    SECTION 6.11  Conveyance of the Initial Contracts and the Initial Collateral
                  --------------------------------------------------------------
Security to the Trust.  CFC acknowledges that CFSC intends, pursuant to the
---------------------
Pooling and Servicing Agreement, to convey the Initial Contracts and the Initial
Collateral Security, together with its rights under this Agreement, to the Trust
on the date hereof.  CFC acknowledges and consents to such conveyance and waives
any further notice thereof and covenants and agrees that the representations and
warranties of CFC contained in this Agreement and the rights of CFSC hereunder
are intended to benefit the Trustee, the Trust, and the Certificateholders.  In
furtherance of the foregoing, CFC covenants and agrees to perform its duties and
obligations hereunder, in accordance with the terms hereof for the benefit of
the Trustee, the Trust, and the Certificateholders and that, notwithstanding
anything to the contrary in this Agreement, CFC shall be directly liable to the
Trustee and the Trust (notwithstanding any failure by the Servicer or CFSC to
perform its duties and obligations hereunder or under the Pooling and Servicing
Agreement) and that the Trustee may enforce the duties and obligations of CFC
under this Agreement against CFC for the benefit of the Trust and the
Certificateholders.

    SECTION 6.12  Nonpetition Covenant.  Neither CFSC nor CFC shall petition or
                  --------------------
otherwise invoke the process of any court or government authority for the
purpose of commencing or sustaining a case against the Trust (or, in the case of
CFC, against CFSC) under any federal or state bankruptcy, insolvency or similar
law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Trust (or CFSC) or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of the Trust (or CFSC).

                                       15
<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Transfer Agreement to be
duly executed by their respective officers as of the 6/th/ day of September,
2001.

                                 CONSECO FINANCE SECURITIZATIONS CORP., as
                                 Purchaser


                                 By _________________________________________
                                    Name:  Timothy R. Jacobson
                                    Title: Vice President and Assistant
                                           Treasurer


                                 CONSECO FINANCE CORP.,
                                   as Seller


                                 By _________________________________________
                                    Name:  Timothy R. Jacobson
                                    Title: Vice President and Assistant
                                           Treasurer

                                       16
<PAGE>

                                  SCHEDULE A

                         SCHEDULE OF INITIAL CONTRACTS



     For Schedule of Initial Contracts, see certified List of Contracts
delivered under Section 2.02(a) of the Pooling and Servicing Agreement.

                                      A-1
<PAGE>

                                   EXHIBIT A





                                    FORM OF

                         SUBSEQUENT TRANSFER AGREEMENT

                                    between

                     CONSECO FINANCE SECURITIZATIONS CORP.

                                   Purchaser

                                      and

                             CONSECO FINANCE CORP.

                                    Seller





                                  dated as of
                                ________, _____
<PAGE>

     SUBSEQUENT TRANSFER AGREEMENT, dated as of ____________, _____, between
Conseco Finance Securitizations Corp., a Minnesota corporation, as purchaser
("CFSC"), and Conseco Finance Corp., a Delaware corporation, as seller ("CFC"),
pursuant to the Transfer Agreement, dated as of September 1, 2001, between CFSC
and CFC.

                              W I T N E S S E T H:
                              - - - - - - - - - -

     WHEREAS, CFC and CFSC are parties to a Transfer Agreement, dated as of
September 1, 2001 (as amended or supplemented, the "Transfer Agreement");

     WHEREAS, pursuant to the Transfer Agreement and this Agreement, CFSC has
agreed to purchase from CFC and CFC is transferring to CFSC the Subsequent
Contracts and the Subsequent Collateral Security.

     NOW, THEREFORE, in consideration of the premises and the mutual agreements
hereinafter contained, and for other good and valuable consideration, the
receipt of which is acknowledged, CFSC and CFC, intending to be legally bound,
hereby agree as follows:

     1.  Defined Terms.  Capitalized terms used but not otherwise defined herein
         -------------
shall have the respective meanings assigned to such terms in the Transfer
Agreement.

     "Agreement" means this Subsequent Transfer Agreement and all amendments
      ---------
hereof and supplements hereto.

     "Schedule of Subsequent Contracts" means the schedule of all manufactured
      --------------------------------
housing contracts sold and transferred pursuant to this Agreement attached
hereto as Schedule A, which Schedule of Subsequent Contracts shall supplement
the Schedule of Initial Contracts attached to the Transfer Agreement.

     "Subsequent Contracts" means, for purposes of this Agreement, the
      --------------------
manufactured housing installment sales contracts and installment loan agreements
listed on the Schedule of Subsequent Contracts attached hereto as Schedule A,
including related security interests and all rights to receive payments on or
with respect thereto (other than principal and interest due on or before the
Subsequent Cut-off Date).

     "Subsequent Cut-off Date" means, with respect to the Subsequent Contracts
      -----------------------
conveyed hereby, ____________, _____.

     "Subsequent Transfer Date" means the date of this Agreement.
      ------------------------

     2.  Conveyance of the Subsequent Contracts and Subsequent Collateral
         ----------------------------------------------------------------
Security. Subject to the terms and conditions of this Agreement and the Transfer
--------
Agreement, CFC hereby sells, transfers, assigns, and otherwise conveys to CFSC
without recourse (but without limitation of its obligations in this Agreement
and the Transfer Agreement), and CFSC hereby purchases, all right, title and
interest of CFC in and to the Subsequent Contracts and the Subsequent Collateral
Security, including (i) all rights to receive payments on or with respect to the
Subsequent Contracts (other than principal and interest due on the Subsequent
Contracts on or before the Subsequent Cut-off Date), (ii) all rights under every
Hazard Insurance Policy relating
<PAGE>

to a Manufactured Home securing a Subsequent Contract for the benefit of the
creditor of such Subsequent Contract, (iii) all rights under all FHA/VA
Regulations pertaining to any Subsequent Contract that is an FHA/VA Contract,
(iv) the proceeds from the Errors and Omissions Protection Policy and all rights
under any blanket hazard insurance policy to the extent they relate to the
Manufactured Homes, (v) all documents contained in the Contract Files and the
Land-and-Home Contract Files relating to the Subsequent Contracts, and (vi) all
proceeds and products of the foregoing. It is the intention of CFC and CFSC that
the transfer and assignment contemplated by this Agreement shall constitute a
sale of the Subsequent Contracts and the Collateral Security from CFC to CFSC,
conveying good title thereto free and clear of any liens, and the Subsequent
Contracts and the Collateral Security shall not be part of CFC's estate in the
event of the filing of a bankruptcy petition by or against CFC under any
bankruptcy or similar law. CFC's financial statements will disclose that the
Subsequent Contracts have been transferred by CFC to CFSC, and by CFSC to the
Trust, and are not available to satisfy claims of CFC's creditors.

     3.  Purchase Price.  Simultaneously with the conveyance of the Subsequent
         --------------
Contracts and the Subsequent Collateral Security to CFSC, CFSC has paid or
caused to be paid to or upon the order of CFC, by wire transfer of immediately
available funds (representing certain proceeds to CFSC from the sale of the
Certificates on deposit in the Pre-Funding Account), the amount of funds as
specified below:

                      (i)  Principal Balance of Subsequent Contracts:  $________

                      (ii) Proceeds to CFC:                            $________

     4.  Representations and Warranties of CFC.  CFC makes the following
         -------------------------------------
representations and warranties, on which CFSC relies in purchasing the
Subsequent Contracts and the Subsequent Collateral Security and in transferring
the Subsequent Contracts and the Subsequent Collateral Security to the Trustee.
Such representations are made as of the execution and delivery of this
Agreement, but shall survive the sale, transfer and assignment of the Subsequent
Contracts and the Subsequent Collateral Security hereunder, and the sale,
transfer and assignment thereof by CFSC to the Trustee. CFC and CFSC agree that
CFSC will assign to the Trustee all of CFSC's rights under this Agreement, and
that the Trustee will thereafter be entitled to enforce this Agreement against
CFC in the Trust's own name.

         (a)  Schedule of Representations. The representations and warranties
              ---------------------------
     set forth in Sections 3.02, 3.04 and 3.05 of the Pooling and Servicing
     Agreement are true and correct.

         (b)  Organization and Good Standing. CFC has been duly organized and is
              ------------------------------
     validly existing as a corporation in good standing under the laws of the
     State of Delaware, with power and authority to own its properties and to
     conduct its business as such properties are currently owned and such
     business is currently conducted, and had at all relevant times, and now
     has, power, authority and legal right to acquire, own and sell the
     Subsequent Contracts and the Collateral Security transferred to CFSC.

                                       2
<PAGE>

          (c)  Due Qualification. CFC is duly qualified to do business as a
               -----------------
     foreign corporation and is in good standing, and has obtained all necessary
     licenses and approvals, in all jurisdictions in which the ownership or
     lease of its property or the conduct of its business requires such
     qualification.

          (d)  Power and Authority. CFC has the power and authority to execute
               -------------------
     and deliver this Agreement and to carry out its terms; CFC has full power
     and authority to sell and assign the Subsequent Contracts and the
     Subsequent Collateral Security to be sold and assigned to and deposited
     with CFSC hereunder and has duly authorized such sale and assignment to
     CFSC by all necessary corporate action; and the execution, delivery and
     performance of this Agreement have been duly authorized by CFC by all
     necessary corporate action.

          (e)  Valid Sale; Binding Obligations. This Agreement has been duly
               -------------------------------
     executed and delivered, shall effect a valid sale, transfer and assignment
     of the Subsequent Contracts and the Collateral Security, enforceable
     against CFC and creditors of and purchasers from CFC; and this Agreement
     constitutes the legal, valid and binding obligations of CFC enforceable in
     accordance with its terms, except as enforceability may be limited by
     bankruptcy, insolvency, reorganization or other similar laws affecting the
     enforcement of creditors' rights generally and by equitable limitations on
     the availability of specific remedies, regardless of whether such
     enforceability is considered in a proceeding in equity or at law.

          (f)  No Violation. The consummation of the transactions contemplated
               ------------
     by this Agreement and the fulfillment of the terms of this Agreement shall
     not conflict with, result in any breach of any of the terms and provisions
     of or constitute (with or without notice, lapse of time or both) a default
     under, the certificate of incorporation or bylaws of CFC, or any indenture,
     agreement, mortgage, deed of trust or other instrument to which CFC is a
     party or by which it is bound, or result in the creation or imposition of
     any lien upon any of its properties pursuant to the terms of any such
     indenture, agreement, mortgage, deed of trust or other instrument, other
     than this Agreement and the Transfer Agreement, or violate any law, order,
     rule or regulation applicable to CFC of any court or of any federal or
     state regulatory body, administrative agency or other governmental
     instrumentality having jurisdiction over CFC or any of its properties.

          (g)  No Proceedings. There are no proceedings or investigations
               --------------
     pending or, to CFC's knowledge, threatened against CFC, before any court,
     regulatory body, administrative agency or other tribunal or governmental
     instrumentality having jurisdiction over CFC or its properties (i)
     asserting the invalidity of this Agreement, (ii) seeking to prevent or the
     consummation of any of the transactions contemplated by this Agreement,
     (iii) seeking any determination or ruling that might materially and
     adversely affect the performance by CFC of its obligations under, or the
     validity or enforceability of, this Agreement, or (iv) seeking to affect
     adversely the federal income tax or other federal, state or local tax
     attributes of, or seeking to impose any excise, franchise, transfer or
     similar tax upon, the transfer and acquisition of the Subsequent Contracts
     and the Collateral Security hereunder.

                                       3
<PAGE>

          (h)  Insolvency. As of the Subsequent Cut-off Date and the Subsequent
               ----------
     Transfer Date, neither CFC nor CFSC is insolvent nor will either of them
     have been made insolvent after giving effect to the conveyance set forth in
     Section 2 of this Agreement, nor are any of them aware of any pending
     insolvency.

          (i)  Chief Executive Office. The chief executive office of CFC is
               ----------------------
     located at 1100 Landmark Towers, 345 St. Peter Street, Saint Paul,
     Minnesota 55102-1639.

     5.   Representations and Warranties of CFSC. CFSC makes the following
          --------------------------------------
representations and warranties, on which CFC relies in selling, assigning,
transferring and conveying the Subsequent Contracts and the Subsequent
Collateral Security to CFSC hereunder. Such representations are made as of the
execution and delivery of this Agreement, but shall survive the sale, transfer
and assignment of the Subsequent Contracts and the Subsequent Collateral
Security hereunder.

          (a)  Organization and Good Standing. CFSC has been duly organized and
               ------------------------------
     is validly existing and in good standing as a corporation under the laws of
     the State of Minnesota, with the power and authority to own its properties
     and to conduct its business as such properties are currently owned and such
     business is currently conducted, and had at all relevant times, and has,
     full power, authority and legal right to acquire and own the Subsequent
     Contracts and the Subsequent Collateral Security, and to transfer the
     Subsequent Contracts and the Subsequent Collateral Security to the Trustee
     pursuant to this Agreement.

          (b)  Due Qualification. CFSC is duly qualified to do business as a
               -----------------
     foreign corporation in good standing, and has obtained all necessary
     licenses and approvals in all jurisdictions where the failure to do so
     would materially and adversely affect CFSC's ability to acquire the
     Subsequent Contracts or the Subsequent Collateral Security or the validity
     or enforceability of the Subsequent Contracts and the Subsequent Collateral
     Security or to perform CFSC's obligations hereunder.

          (c)  Power and Authority. CFSC has the power, authority and legal
               -------------------
     right to execute and deliver this Agreement and to carry out the terms
     hereof and to acquire the Subsequent Contracts and the Subsequent
     Collateral Security hereunder; and the execution, delivery and performance
     of this Agreement and all of the documents required pursuant hereto have
     been duly authorized by CFSC by all necessary action.

          (d)  No Consent Required. CFSC is not required to obtain the consent
               -------------------
     of any other Person, or any consent, license, approval or authorization or
     registration or declaration with, any governmental authority, bureau or
     agency in connection with the execution, delivery or performance of this
     Agreement, except for such as have been obtained, effected or made.

          (e)  Binding Obligation. This Agreement constitutes a legal, valid and
               ------------------
     binding obligation of CFSC, enforceable against CFSC in accordance with its
     terms, subject, as to enforceability, to applicable bankruptcy, insolvency,
     reorganization, conservatorship, receivership, liquidation and other
     similar laws and to general equitable principles.

                                       4
<PAGE>

          (f)  No Violation. The execution, delivery and performance by CFSC of
               ------------
     this Agreement, the consummation of the transactions contemplated by this
     Agreement and the fulfillment of the terms of this Agreement do not and
     will not conflict with, result in any breach of any of the terms and
     provisions of, or constitute (with or without notice or lapse of time) a
     default under, the articles of incorporation or bylaws of CFSC, or conflict
     with or breach any of the terms or provisions of, or constitute (with or
     without notice or lapse of time) a default under, any indenture, agreement,
     mortgage, deed of trust or other instrument to which CFSC is a party or by
     which CFSC is bound or to which any of its properties are subject, or
     result in the creation or imposition of any lien upon any of its properties
     pursuant to the terms of any such indenture, agreement, mortgage, deed of
     trust or other instrument (other than the Pooling and Servicing Agreement
     and the Subsequent Transfer Instrument), or violate any law, order, rule or
     regulation, applicable to CFSC or its properties, of any federal or state
     regulatory body, any court, administrative agency, or other governmental
     instrumentality having jurisdiction over CFSC or any of its properties.

          (g)  No Proceedings. There are no proceedings or investigations
               --------------
     pending, or, to the knowledge of CFSC, threatened against CFSC, before any
     court, regulatory body, administrative agency, or other tribunal or
     governmental instrumentality having jurisdiction over CFSC or its
     properties: (i) asserting the invalidity of this Agreement, (ii) seeking to
     prevent the consummation of any of the transactions contemplated by this
     Agreement, (iii) seeking any determination or ruling that might materially
     and adversely affect the performance by CFSC of its obligations under, or
     the validity or enforceability of, this Agreement, or (iv) that may
     adversely affect the federal or state income tax attributes of, or seeking
     to impose any excise, franchise, transfer or similar tax upon, the transfer
     and acquisition of the Subsequent Contracts and the Collateral Security to
     the Trust.

In the event of any breach of a representation and warranty made by CFSC
hereunder, CFC covenants and agrees that it will not take any action to pursue
any remedy that it may have hereunder, in law, in equity or otherwise, until a
year and a day have passed since the date on which all pass-through certificates
or other similar securities issued by the Trust, or a trust or similar vehicle
formed by CFSC, have been paid in full.  CFC and CFSC agree that damages will
not be an adequate remedy for such breach and that this covenant may be
specifically enforced by CFSC or by the Trustee on behalf of the Trust.

     6.   Conditions Precedent. The obligation of CFSC to acquire the Subsequent
          --------------------
Contracts and the Subsequent Collateral Security hereunder is subject to the
satisfaction, on or prior to the Subsequent Transfer Date, of the following
conditions precedent, and CFC hereby confirms that each such condition is
satisfied:

          (a)  Representations and Warranties. Each of the representations and
               ------------------------------
     warranties made by CFC in Section 4 of this Agreement and in Section 3.1 of
     the Transfer Agreement is true and correct as of the Subsequent Transfer
     Date.

                                       5
<PAGE>

         (b)  Transfer Agreement Conditions. Each of the conditions set forth in
              -----------------------------
     Section 2.3(b) of the Transfer Agreement applicable to the conveyance of
     Subsequent Contracts and the Subsequent Collateral Security has been
     satisfied.

         (c)  Additional Information. CFC has delivered to CFSC such
              ----------------------
     information as was reasonably requested by CFSC to satisfy itself as to (i)
     the accuracy of the representations and warranties set forth in Section 4
     of this Agreement and in Section 3.1 of the Transfer Agreement and (ii) the
     satisfaction of the conditions set forth in this Section 6.

     7.  Ratification of Transfer Agreement. As supplemented by this Agreement,
         ----------------------------------
the Transfer Agreement is in all respects ratified and confirmed and the
Transfer Agreement as so supplemented by this Agreement shall be read, taken and
construed as one and the same instrument.

     8.  Governing Law. This Agreement shall be construed in accordance with the
         -------------
laws of the State of Minnesota without regard to the principles of conflicts of
laws thereof, and the obligations, rights and remedies of the parties under this
Agreement shall be determined in accordance with such laws.

     9.  Counterparts.  For the purposes of facilitating the execution of this
         ------------
Agreement and for other purposes, this Agreement may be executed simultaneously
in any number of counterparts, each of which counterparts shall be deemed to be
an original, and all of which counterparts shall constitute but one and the same
instrument.

     10. Conveyance of the Subsequent Contracts and the Collateral Security to
         ---------------------------------------------------------------------
the Trust. CFC acknowledges that CFSC intends, pursuant to a Subsequent Transfer
---------
Instrument, to convey the Subsequent Contracts and the Subsequent Collateral
Security, together with its rights under this Agreement and under the Transfer
Agreement, to the Trustee on the date hereof. CFC acknowledges and consents to
such conveyance and waives any further notice thereof and covenants and agrees
that the representations and warranties of CFC contained in this Agreement and
the rights of CFSC hereunder and thereunder are intended to benefit Trustee, the
Trust and the Certificateholders. In furtherance of the foregoing, CFC covenants
and agrees to perform its duties and obligations hereunder and under this
Agreement and the Transfer Agreement, in accordance with the terms hereof and
thereof for the benefit of the Trustee, the Trust and the Certificateholders and
that, notwithstanding anything to the contrary in this Agreement or in the
Transfer Agreement, CFC shall be directly liable to the Trustee and the Trust
(notwithstanding any failure by CFSC to perform its duties and obligations
hereunder or under the Pooling and Servicing Agreement or the Transfer
Agreement) and that the Trustee may enforce the duties and obligations of CFC
under this Agreement and the Transfer Agreement against CFC for the benefit of
the Trust and the Certificateholders.

                                       6
<PAGE>

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

                                 CONSECO FINANCE SECURITIZATIONS CORP., as
                                 Purchaser

                                 By_____________________________________
                                   Name: Timothy R. Jacobson
                                   Title: Vice President and Assistant Treasurer

                                 CONSECO FINANCE CORP.,
                                  as Seller

                                 By_____________________________________
                                   Name: Timothy R. Jacobson
                                   Title: Vice President and Assistant Treasurer

                                       7