Common use of Addition of Accounts Clause in Contracts

Addition of Accounts. (a) If, as of the close of business on the last day of any Collection Period, (i) the Pool Balance on such day is less than the Required Participation Amount as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the result obtained by multiplying (x) the Seller's Participation Amount (for purposes of this paragraph, determined by using the Pool Balance as determined in accordance with this paragraph) as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), by (y) the percentage equivalent of the portion of the Transferor's Interest represented by the ITT FRLP Certificate, is less than 5% of the Pool Balance on such last day, then the Transferor shall, within 10 Business Days following the end of such Collection Period, designate and transfer to the Trust the Receivables (and the related Collateral Security) of additional Eligible Accounts of the Transferor to be included as Accounts in a sufficient amount such that after giving effect to such addition (i) the Pool Balance (determined in accordance with this paragraph) as of the close of business on the Addition Date is at least equal to such Required Participation Amount and (ii) the result obtained by multiplying (x) such Transferor's Participation Amount (determined in accordance with this paragraph) by (y) the percentage equivalent of the portion of the Transferor's Interest represented by the ITT FRLP Certificate, is at least equal to 5% of such Pool Balance, as the case may be. The Transferor shall satisfy the conditions specified in Section 2.6(d) in designating such Additional Accounts and conveying the related Receivables to the Trust. The failure of the Transferor to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided, however, that any such failure will nevertheless result in the occurrence of an Early Amortization Event described in Section 9.1(a). (b) The Transferor may from time to time, at its sole discretion, subject to the conditions specified in paragraph (d) below, voluntarily designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of such Additional Accounts. (c) Receivables and Collateral Security from such Additional Accounts shall be sold to the Trust effective on a date (each an "Addition Date") specified in a written notice provided by the Transferor (or the Servicer on its behalf) to the Trustee, the Rating Agencies, any Agent and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (each an "Addition Notice") on or before the fifth Business Day but not more than the 30th day prior to the related Addition Date or, if the Automatic Addition Condition is satisfied, on the Determination Date following the Collection Period in which such Addition Dates occur (the "Notice Date"). An Addition Notice may relate to one or more Accounts added on one or more Addition Dates. (d) The Transferor shall be permitted to convey to the Trust the Receivables and all Collateral Security related thereto in any Additional Accounts designated by the Transferor as such pursuant to Section 2.6(a) or (b) only upon satisfaction of each of the following conditions on or prior to the related Notice Date (except for the condition in clause (vii), if applicable, which shall be satisfied on or before the tenth Business Day after such Notice Date): (i) the Transferor shall have provided the Trustee, any Agent, the Rating Agencies and any Enhancement Providers with a timely Addition Notice; (ii) such Additional Accounts shall all be Eligible Accounts; (iii) the Transferor shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit __ (the "Assignment") covering the Receivables in the Accounts specified in the Addition Notice and the computer file or microfiche or written list required to be delivered pursuant to Section 2.1; (iv) the Transferor shall, to the extent required by Section 4.3, have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date; (v) (A) no selection procedures reasonably believed by the Transferor to be adverse to the interests of the Beneficiaries shall have been used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above shall be true and correct in all material respects as of the Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, neither Green Tree nor the Transferor shall have been insolvent nor shall any of them have been made insolvent by such transfer nor shall any of them be aware of any pending insolvency; 2-13 (vi) if the Automatic Addition Condition is not satisfied with respect to such addition, the Rating Agency Condition shall have been satisfied with respect to such addition (vii) If (A) one or more of the Additional Accounts specified in such Addition Notice will contain Receivables secured by a security interest in a type of Product that has not been previously financed in the Floorplan Business or (B) one or more of the Additional Accounts is supported by a Floorplan Agreement with a Manufacturer that, as of the related Addition Date, is not an Existing Manufacturer, then, whether or not the Automatic Condition is satisfied, the Rating Agency Condition shall have been satisfied in respect of the addition of each Additional Account specified in clauses (A) and (B) on or prior to the related Addition Date; (viii) the addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of a Pay Out Event; (ix) the Transferor shall have delivered to the Trustee and any Enhancement Providers a certificate of a Vice President: or more senior officer confirming (A) the items set forth in paragraphs (ii) through (viii) above and (B) that the Transferor reasonably believes that the addition of the Receivables arising in such Additional Accounts will not result in the occurrence of an Early Amortization Event; and (x) on or before each Notice Date, the Transferor shall have delivered to the Trustee and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts added since the last delivery of such opinion substantially in the form of Exhibit __ and (B) except in the case of an addition required by Section 2.6(a), a Tax Opinion with respect to such addition; provided that if such Opinion of Counsel and Tax Opinion are required to be delivered, they shall be from outside counsel no less frequently than quarterly; provided further that, unless the Rating Agency Condition is satisfied, such Opinion of Counsel and Tax Opinion shall be from outside counsel if the rating of the unsecured long-term debt of Green Tree below investment grade. (e) The Transferor hereby represents and warrants as of the applicable Addition Date as to the matters set forth in Section 2.6(d)(v). Upon discovery by the Transferor, the Servicer, any Agent, a Responsible Officer of the Trustee or any Enhancement Providers of a breach of the foregoing representations and warranties, the party discovering the breach shall give prompt written notice to the other parties, to any Agent and to any Enhancement Providers. (f) Notwithstanding anything in this Section 2.5 to the contrary, the additions of Additional Accounts pursuant to Section 2.5(b) on or prior to the 2-14 Closing Date for Series 1995-1 need not satisfy clause (i), (vi), (vii) or (x) of Section 2.5(d).

Addition of Accounts. (a) If, as of the close of -------------------- business on the last day of any Collection Period, (i) the Pool Balance (for purposes of this paragraph, determined by excluding from the calculation thereof all Delayed Funding Receivables) on such day is less than the Required Participation Amount as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the result obtained by multiplying (x) the Seller's Participation Amount (for purposes of this paragraph, determined by using the Pool Balance as determined in accordance with this paragraph) as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), by (y) the percentage equivalent of the portion of the TransferorSeller's Interest represented by the ITT Deutsche FRLP Certificate, is less than 5% of the Pool Balance on such last day, then the Transferor Seller shall, within 10 Business Days following the end of such Collection Period, designate and transfer to the Trust the Receivables (and the related Collateral Security) of additional Eligible Accounts of the Transferor Seller to be included as Accounts in a sufficient amount such that after giving effect to such addition (i) the Pool Balance (determined in accordance with this paragraph) as of the close of business on the Addition Date is at least equal to such Required Participation Amount and (ii) the result obtained by multiplying (x) such TransferorSeller's Participation Amount (determined in accordance with this paragraph) by (y) the percentage equivalent of the portion of the TransferorSeller's Interest represented by the ITT Deutsche FRLP Certificate, is at least equal to 5% of such Pool Balance, as the case may be. The Transferor Seller shall satisfy the conditions specified in Section 2.6(d2.5(d) in designating such Additional Accounts and conveying the related Receivables to the Trust. The failure of the Transferor Seller to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided, -------- however, that any such failure will nevertheless result in the occurrence of an ------- Early Amortization Event described in Section 9.1(a). (b) The Transferor Seller may from time to time, at its sole discretion, subject to the conditions specified in paragraph (d) below, voluntarily designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of such Additional Accounts. (c) Receivables and Collateral Security from such Additional Accounts shall be sold to the Trust effective on a date (each an "Addition Date") ------------- specified in a written notice provided by the Transferor Seller (or the Servicer on its behalf) to the Trustee, the Rating Agencies, any Agent and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (each an "Addition Notice") on or before the fifth Business --------------- Day but not more than the 30th day prior to the related Addition Date or, if the Automatic Addition Condition is satisfied, on the Determination Date following the Collection Period in which such Addition Dates occur (the "Notice Date"). ----------- An Addition Notice may relate to one or more Accounts added on one or more Addition Dates. (d) The Transferor Seller shall be permitted to convey to the Trust the Receivables and all Collateral Security related thereto in any Additional Accounts designated by the Transferor Seller as such pursuant to Section 2.6(a2.5(a) or (b) only upon satisfaction of each of the following conditions on or prior to the related Notice Addition Date (except for the condition in clause (vii), if applicable, which shall be satisfied on or before the tenth Business Day after such the applicable Notice Date): (i) the Transferor Seller shall have provided the Trustee, any Agent, the Rating Agencies and any Enhancement Providers with a timely Addition Notice; (ii) such Additional Accounts shall all be Eligible Accounts; (iii) the Transferor Seller shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit __ B (the "Assignment") covering the ---------- Receivables in the Accounts specified in the Addition Notice and the computer file or microfiche or written list required to be delivered pursuant to Section 2.1; (iv) the Transferor Seller shall, to the extent required by Section 4.3, have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date; (v) (A) no selection procedures reasonably believed by the Transferor Seller to be adverse to the interests of the Beneficiaries shall have been used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above shall be true and correct in all material respects as of the Additional Cut-Cut- Off Date and (C) as of each of the Notice Date and the Addition Date, neither Green Tree DFS nor the Transferor Seller shall have been insolvent nor shall any of them have been made insolvent by such transfer nor shall any of them be aware of any pending insolvency; 2-13; (vi) if the Automatic Addition Condition is not satisfied with respect to such addition, the Rating Agency Condition shall have been satisfied with respect to such addition; (vii) If (A) one or more of the Additional Accounts specified in such Addition Notice will contain Receivables secured by a security interest in a type of Product that has not been previously financed in the Floorplan Business or (B) one or more of the Additional Accounts is supported by a Floorplan Agreement with a Manufacturer that, as of the related Addition Date, is not an Existing Manufacturer, then, whether or not the Automatic Condition is satisfied, the Rating Agency Condition shall have been satisfied in respect of the addition of each Additional Account specified in clauses (A) and (B) on or prior to the related Addition Date; (viii) the addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of a Pay Out an Early Amortization Event; (ix) the Transferor Seller shall have delivered to the Trustee and any Enhancement Providers a certificate of a Vice President: President or more senior officer confirming (A) the items set forth in paragraphs (ii) through (viiivii) above and (B) that the Transferor Seller reasonably believes that the addition of the Receivables arising in such Additional Accounts will not result in the occurrence of an Early Amortization Event; and (x) on or before each Notice Date, the Transferor Seller shall have delivered to the Trustee and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts added since the last delivery of such opinion Opinion substantially in the form of Exhibit __ G-2 and (B) except in the case of an addition required by Section 2.6(a2.5(a), a Tax Opinion with respect to such addition; provided that if such Opinion of Counsel and Tax Opinion are required to be delivered, they shall be from outside counsel no less frequently than quarterly; provided -------- further that, unless the Rating Agency Condition is satisfied, such Opinion of Counsel and Tax Opinion shall be from outside counsel if the rating of the unsecured long-term debt of Green Tree the parent of DFS or, if DFS does not have a parent, DFS is below investment grade. (e) The Transferor Seller hereby represents and warrants as of the applicable Addition Date as to the matters set forth in Section 2.6(d)(v2.5(d)(v). Upon discovery by the TransferorSeller, the Servicer, any Agent, a Responsible Officer of the Trustee or any Enhancement Providers of a breach of the foregoing representations and warranties, the party discovering the breach shall give prompt written notice to the other parties, to any Agent and to any Enhancement Providers. (f) Notwithstanding anything in this Section 2.5 to the contrary, the additions of Additional Accounts pursuant to Section 2.5(b) on or prior to the 2-14 Closing Date for Series 19951994-1 need not satisfy clause (i), (vi), (vii) or (x) of Section 2.5(d).

Addition of Accounts. (a) If, as of the close of business on the last day of any Collection Period, (i) the Pool Balance (for purposes of this paragraph, determined by excluding from the calculation thereof all Delayed Funding Receivables) on such day is less than the Required Participation Amount as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the result obtained by multiplying (x) the Seller's Participation Amount (for purposes of this paragraph, determined by using the Pool Balance as determined in accordance with this paragraph) as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), by (y) the percentage equivalent of the portion of the TransferorSeller's Interest represented by the ITT Deutsche FRLP Certificate, is less than 5% of the Pool Balance on such last day, then the Transferor Seller shall, within 10 Business Days following the end of such Collection Period, designate and transfer to the Trust the Receivables (and the related Collateral Security) of additional Eligible Accounts of the Transferor Seller to be included as Accounts in a sufficient amount such that after giving effect to such addition (i) the Pool Balance (determined in accordance with this paragraph) as of the close of business on the Addition Date is at least equal to such Required Participation Amount and (ii) the result obtained by multiplying (x) such TransferorSeller's Participation Amount (determined in accordance with this paragraph) by (y) the percentage equivalent of the portion of the TransferorSeller's Interest represented by the ITT Deutsche FRLP Certificate, is at least equal to 5% of such Pool Balance, as the case may be. The Transferor Seller shall satisfy the conditions specified in Section 2.6(d2.5(d) in designating such Additional Accounts and conveying the related Receivables to the Trust. The failure of the Transferor Seller to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided, however, that any such failure will nevertheless result in the occurrence of an Early Amortization Event described in Section 9.1(a). (b) The Transferor Seller may from time to time, at its sole discretion, subject to the conditions specified in paragraph (d) below, voluntarily designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of such Additional Accounts. (c) Receivables and Collateral Security from such Additional Accounts shall be sold to the Trust effective on a date (each an "Addition Date") specified in a written notice provided by the Transferor Seller (or the Servicer on its behalf) to the Trustee, the Rating Agencies, any Agent and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (each an "Addition Notice") on or before the fifth Business Day but not more than the 30th day prior to the related Addition Date or, if the Automatic Addition Condition is satisfied, on the Determination Date following the Collection Period in which such Addition Dates occur (the "Notice Date"). An Addition Notice may relate to one or more Accounts added on one or more Addition Dates. (d) The Transferor Seller shall be permitted to convey to the Trust the Receivables and all Collateral Security related thereto in any Additional Accounts designated by the Transferor Seller as such pursuant to Section 2.6(a2.5(a) or (b) only upon satisfaction of each of the following conditions on or prior to the related Notice Date (except for the condition in clause (vii), if applicable, which shall be satisfied on or before the tenth Business Day after such Notice Date): (i) the Transferor Seller shall have provided the Trustee, any Agent, the Rating Agencies and any Enhancement Providers with a timely Addition Notice; (ii) such Additional Accounts shall all be Eligible Accounts; (iii) the Transferor Seller shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit __ B (the "Assignment") covering the Receivables in the Accounts specified in the Addition Notice and the computer file or microfiche or written list required to be delivered pursuant to Section 2.1; (iv) the Transferor Seller shall, to the extent required by Section 4.3, have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date; (v) (A) no selection procedures reasonably believed by the Transferor Seller to be adverse to the interests of the Beneficiaries shall have been used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above shall be true and correct in all material respects as of the Additional Cut-Cut- Off Date and (C) as of each of the Notice Date and the Addition Date, neither Green Tree DFS nor the Transferor Seller shall have been insolvent nor shall any of them have been made insolvent by such transfer nor shall any of them be aware of any pending insolvency; 2-13; (vi) if the Automatic Addition Condition is not satisfied with respect to such addition, the Rating Agency Condition shall have been satisfied with respect to such addition; (vii) If (A) one or more of the Additional Accounts specified in such Addition Notice will contain Receivables secured by a security interest in a type of Product that has not been previously financed in the Floorplan Business or (B) one or more of the Additional Accounts is supported by a Floorplan Agreement with a Manufacturer that, as of the related Addition Date, is not an Existing Manufacturer, then, whether or not the Automatic Condition is satisfied, the Rating Agency Condition shall have been satisfied in respect of the addition of each Additional Account specified in clauses (A) and (B) on or prior to the related Addition Date; (viii) the addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of a Pay Out an Early Amortization Event; (ix) the Transferor Seller shall have delivered to the Trustee and any Enhancement Providers a certificate of a Vice President: President or more senior officer confirming (A) the items set forth in paragraphs (ii) through (viii) above and (B) that the Transferor Seller reasonably believes that the addition of the Receivables arising in such Additional Accounts will not result in the occurrence of an Early Amortization Event; and (x) on or before each Notice Date, the Transferor Seller shall have delivered to the Trustee and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts added since the last delivery of such opinion Opinion substantially in the form of Exhibit __ G-2 and (B) except in the case of an addition required by Section 2.6(a2.5(a), a Tax Opinion with respect to such addition; provided that if such Opinion of Counsel and Tax Opinion are required to be delivered, they shall be from outside counsel no less frequently than quarterly; provided further that, unless the Rating Agency Condition is satisfied, such Opinion of Counsel and Tax Opinion shall be from outside counsel if the rating of the unsecured long-term debt of Green Tree below investment grade. (e) The Transferor hereby represents and warrants as of the applicable Addition Date as to the matters set forth in Section 2.6(d)(v). Upon discovery by the Transferor, the Servicer, any Agent, a Responsible Officer of the Trustee or any Enhancement Providers of a breach of the foregoing representations and warranties, the party discovering the breach shall give prompt written notice to the other parties, to any Agent and to any Enhancement Providers. (f) Notwithstanding anything in this Section 2.5 to the contrary, the additions of Additional Accounts pursuant to Section 2.5(b) on or prior to the 2-14 Closing Date for Series 1995-1 need not satisfy clause (i), (vi), (vii) or (x) of Section 2.5(d).such

Addition of Accounts. (a) If, as of the close of -------------------- business on the last day of any Collection Period, (i) the Pool Balance on such day is less than the Required Participation Amount as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the result obtained by multiplying (x) the SellerTransferor's Participation Amount (for purposes of this paragraph, determined by using the Pool Balance as determined in accordance with this paragraph) as of the following Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), by (y) the percentage equivalent of the portion of the Transferor's Interest represented by the ITT FRLP Certificate, FCAR Certificate is less than 52% of the Pool Balance on such last day, then the Transferor shall, within 10 Business Days following the end of such Collection Period, designate and transfer to the Trust the Receivables (and the related Collateral Security) of additional Eligible Accounts of the Transferor to be included as Accounts in a sufficient amount such that after giving effect to such addition (i) the Pool Balance (determined in accordance with this paragraph) as of the close of business on the Addition Date is at least equal to such Required Participation Amount and (ii) the result obtained by multiplying (x) such Transferor's Participation Amount (determined in accordance with this paragraph) by (y) the percentage equivalent of the portion of the Transferor's Interest represented by the ITT FRLP FCAR Certificate, is at least equal to 52% of such Pool Balance, as the case may be. The Transferor shall satisfy the conditions specified in Section 2.6(d2.05(d) in designating such Additional Accounts and conveying the related Receivables to the Trust. The failure of the Transferor to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided, however, that any such failure will nevertheless -------- ------- result in the occurrence of an Early Amortization Event described in Section 9.1(a9.01(a). (bi) The Transferor may from time to time, at its sole discretion, subject to the conditions specified in paragraph (d) below, voluntarily designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of such Additional Accounts. (ii) Notwithstanding the conditions specified in clauses (vi), (viii) and (ix) of paragraph (d) of this Section 2.05, the Transferor may from time to time, at its sole discretion, and subject only to the limitations specified in this clause (ii) and clauses (i) through (v) and (vii) of Section 2.05(d), voluntarily designate Additional Accounts (such Additional Accounts as are designated in accordance with the provisions described in this clause (ii) collectively being referred to hereinafter as "Automatic Additional Accounts"). Unless the Rating Agencies shall ----------------------------- otherwise have consented in writing, neither the number of Automatic Additional Accounts nor the aggregate amount of Principal Receivables included in such Automatic Additional Accounts as of any related Additional Cut-Off Date that are designated with respect to any calendar quarter shall exceed 10% of the number of Accounts or 10% of the Pool Balance, respectively, as of the first day of such calendar quarter, and neither the number of Automatic Additional Accounts nor the aggregate amount of Principal Receivables included in such Automatic Additional Accounts as of any related Additional Cut-Off Dates that are designated during any twelve-month period commencing in October of any year shall exceed 20% of the number of Accounts or 20% of the Pool Balance, respectively, as of the first day of such twelve-month period. On or before January 31, April 30, July 31 and October 31 of each calendar year, to the extent applicable, the Transferor shall have delivered notice to each applicable Rating Agency with respect to the addition of all Automatic Additional Accounts included as Accounts during the three consecutive Collection Periods ending in the calendar month prior to such date. On or before January 31 and July 31 of each calendar year, to the extent applicable, the Transferor shall have delivered to the Trustee, each Rating Agency and any Enhancement Provider an Opinion of Counsel with respect to the Automatic Additional Accounts included as Accounts during the preceding sixth-month period confirming the validity and perfection of each transfer of such Automatic Additional Accounts; provided, -------- however, that for any period during which the long-term unsecured ------- debt rating of the Seller by Standard & Poor's shall be at least BBB- and not more than BBB+, such Opinion of Counsel (to the extent applicable) shall be delivered on or before the end of each calendar quarter with respect to Automatic Additional Accounts included as Accounts during such calendar quarter, and for any period during which such rating is less than BBB-, such Opinion of Counsel (to the extent applicable) shall be delivered on or before the end of each calendar month with respect to the Automatic Additional Accounts included as Accounts during such calendar month. If such Opinion of Counsel with respect to any Automatic Additional Accounts is not so received, then Trustee shall reassign such Automatic Additional Accounts to the Transferor. (c) Receivables and Collateral Related Security from such Additional Accounts shall be sold to the Trust effective on a date (each an the "Addition Date") ------------- specified in a written notice provided by the Transferor (or the Master Servicer on its behalf) to the Trustee, the Rating Agencies, any Agent and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (each an the "Addition Notice") on or --------------- before the fifth Business Day but not more than the 30th day prior to the related Addition Date or, if the Automatic Addition Condition is satisfied, on the Determination Date following the Collection Period in which such Addition Dates occur (the "Notice Date"). An Addition Notice may relate to one or more Accounts added on one or more Addition Dates.----------- (d) The Transferor shall be permitted to convey to the Trust the Receivables and all Collateral Related Security related thereto in any Additional Accounts designated by the Transferor as such pursuant to Section 2.6(a2.05(a) or (b) only upon satisfaction of each of the following conditions on or prior to the related Notice Date (except for the condition in clause (vii), if applicable, which shall be satisfied on or before the tenth Business Day after such Notice Addition Date):: (i) the Transferor shall have provided the Trustee, any Agent, the Rating Agencies and any Enhancement Providers with a timely Addition Notice; (ii) such Additional Accounts shall all be Eligible Accounts; (iii) the Transferor shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit __ B (the "Assignment") covering the Receivables in the Accounts specified in the Addition Notice and the computer ---------- file or microfiche or written list required to be delivered pursuant to Section 2.12.01; (iv) the Transferor shall, to the extent required by Section 4.34.03, have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date; (v) (A) no selection procedures reasonably believed by the Transferor to be adverse to the interests of the Beneficiaries shall have been were used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above shall be is true and correct in all material respects as of the Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, neither Green Tree the Seller nor the Transferor shall have been was insolvent nor shall any will either of them have been made insolvent by such transfer nor shall are any of them be aware of any pending insolvency; 2-13; (vi) if the Automatic Addition Condition is not satisfied with respect to such addition, the Rating Agency Condition shall have been satisfied with respect to such addition; (vii) If (A) one or more of the Additional Accounts specified in such Addition Notice will contain Receivables secured by a security interest in a type of Product that has not been previously financed in the Floorplan Business or (B) one or more of the Additional Accounts is supported by a Floorplan Agreement with a Manufacturer that, as of the related Addition Date, is not an Existing Manufacturer, then, whether or not the Automatic Condition is satisfied, the Rating Agency Condition shall have been satisfied in respect of the addition of each Additional Account specified in clauses (A) and (B) on or prior to the related Addition Date; (viii) the addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of a Pay Out an Early Amortization Event; (ixviii) the Transferor shall have delivered to the Trustee and any Enhancement Providers a certificate of a Vice President: President or more senior officer confirming (A) the items set forth in paragraphs (ii) through (viiivii) above and (B) that the Transferor reasonably believes that the addition of the Receivables arising in such Additional Accounts will not result in the occurrence of an Early Amortization Event; and (xix) on or before each Notice Addition Date, the Transferor shall have delivered to the Trustee Trustee, each applicable Rating Agency and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts added since the last delivery of such opinion substantially in the form of Exhibit __ G-2 and (B) except in the case of an addition required by Section 2.6(a2.05(a), a Tax Opinion with respect to such addition; provided that if such Opinion of Counsel and Tax Opinion are required to be delivered, they shall be from outside counsel no less frequently than quarterly; provided further that, unless the Rating Agency Condition is satisfied, such Opinion of Counsel and Tax Opinion shall be from outside counsel if the rating of the unsecured long-term debt of Green Tree below investment grade. (e) The Transferor hereby represents and warrants as of the applicable Addition Date as to the matters set forth in Section 2.6(d)(v2.05(d)(v). Upon discovery by the Transferor, the Master Servicer, any Agent, a Responsible Officer of the Trustee or any Enhancement Providers of a breach of the foregoing representations and warranties, the party discovering the breach shall give prompt written notice to the other parties, to any Agent and to any Enhancement Providers. (f) Notwithstanding anything in this Section 2.5 to the contrary, the additions of Additional Accounts pursuant to Section 2.5(b) on or prior to the 2-14 Closing Date for Series 1995-1 need not satisfy clause (i), (vi), (vii) or (x) of Section 2.5(d).

Addition of Accounts. (a) If, on any Distribution Date, (i) the Pool Balance (for purposes of this paragraph, determined by excluding from the calculation thereof all Delayed Funding Receivables) as of the close of business on the last day of any the preceding Collection Period, (i) the Pool Balance on such day Period is less than the Required Participation Amount as of the following such Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the result obtained by multiplying (x) the Seller's Participation Amount (for purposes of this paragraph, determined by using the Pool Balance as determined in accordance with this paragraph) as of the following such Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), by (y) the percentage equivalent of the portion of the TransferorSeller's Interest represented by the ITT Deutsche FRLP Certificate, is less than 5% of the Pool Balance on such last day, then the Transferor Seller shall, within 10 Business Days following the end of such Collection PeriodDistribution Date, designate of those Additional Accounts of additional Eligible Accounts of the Seller to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of additional Eligible Accounts of the Transferor to be included as Accounts in a sufficient amount such that after giving effect to such addition designation and transfer: (i) the Pool Balance (determined in accordance with this paragraph) as of the close of business on the Addition Date is at least equal to such Required Participation Amount Amount; and (ii) the result obtained by multiplying (x) such TransferorSeller's Participation Amount (determined in accordance with this paragraph) by (y) the percentage equivalent of the portion of the TransferorSeller's Interest represented by the ITT Deutsche FRLP Certificate, is at least equal to 5% of such Pool Balance, as the case may be. The Transferor Seller shall satisfy the conditions specified in Section 2.6(d2.5(d) in designating such Additional Accounts and conveying the related Receivables to the Trust. The failure of the Transferor Seller to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided, however, that any such failure will shall nevertheless result in the occurrence of an Early Amortization Event described in Section 9.1(a). (b) The Transferor Seller may from time to time, at its sole discretion, subject to the conditions specified in paragraph (d) below, voluntarily designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of such Additional Accounts. (c) Receivables and Collateral Security from such Additional Accounts shall be sold to the Trust effective on a date (each an "Addition Date") specified in a written notice provided by the Transferor Seller (or the Servicer on its behalf) to the Trustee, the Rating Agencies, any Agent and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (each an "Addition Notice") on or before the fifth Business Day but not more than the 30th day prior to the related Addition Date or, if the Automatic Addition Condition is satisfied, on the Determination Date following the Collection Period in which such Addition Dates occur (the "Notice Date"). An Addition Notice may relate to one or more Accounts added on one or more Addition Dates. (d) The Transferor Seller shall be permitted to convey to the Trust the Receivables and all Collateral Security related thereto in any Additional Accounts designated by the Transferor Seller as such pursuant to Section 2.6(a2.5(a) or (b) only upon satisfaction of each of the following conditions on or prior to the related Notice Addition Date (except for the condition in clause (vii), if applicable, which shall be satisfied on or before the tenth Business Day after such the applicable Notice Date): (i) the Transferor Seller shall have provided the Trustee, any Agent, the Rating Agencies and any Enhancement Providers with a timely Addition Notice; (ii) such Additional Accounts shall all be Eligible Accounts; (iii) the Transferor Seller shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit __ B (the "Assignment") covering the Receivables in the Accounts specified in the Addition Notice and the computer file or microfiche or written list required to be delivered pursuant to Section 2.1; (iv) the Transferor Seller shall, to the extent required by Section 4.3, have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date; (v) (A) no selection procedures reasonably believed by the Transferor Seller to be adverse to the interests of the Beneficiaries shall have been used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above shall be true and correct in all material respects as of the Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, neither Green Tree DFS nor the Transferor Seller shall have been insolvent nor shall any of them have been made insolvent by such transfer nor shall any of them be aware of any pending insolvency; 2-13; (vi) if the Automatic Addition Condition is not satisfied with respect to such addition, the Rating Agency Condition shall have been satisfied with respect to such addition; (vii) If (A) one or more of the Additional Accounts specified in such Addition Notice will shall contain Receivables secured by a security interest in a type of Product that has not been previously financed in the Floorplan Business or (B) one or more of the Additional Accounts is supported by a Floorplan Agreement with a Manufacturer that, as of the related Addition Date, is not an Existing Manufacturer, then, whether or not the Automatic Condition is satisfied, the Rating Agency Condition shall have been satisfied in respect of the addition of each Additional Account specified in clauses (A) and (B) on or prior to the related Addition Date; (viii) the addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of a Pay Out an Early Amortization Event; (ix) the Transferor Seller shall have delivered to the Trustee and any Enhancement Providers a certificate of a Vice President: President or more senior officer confirming (A) the items set forth in paragraphs (ii) through (viiivii) above and (B) that the Transferor Seller reasonably believes that the addition of the Receivables arising in such Additional Accounts will shall not result in the occurrence of an Early Amortization Event; and (x) on or before each Notice Date, the Transferor Seller shall have delivered to the Trustee and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts added since the last delivery of such opinion Opinion substantially in the form of Exhibit __ G-2 and (B) except in the case of an addition required by Section 2.6(a2.5(a), a Tax Opinion with respect to such addition; provided that if such Opinion of Counsel and Tax Opinion are required to be delivered, they shall be from outside counsel no less frequently than quarterly; provided further that, unless the Rating Agency Condition is satisfied, such Opinion of Counsel and Tax Opinion shall be from outside counsel if the rating of the unsecured long-term debt of Green Tree the parent of DFS or, if DFS does not have a parent, DFS is below investment grade. (e) The Transferor Seller hereby represents and warrants as of the applicable Addition Date as to the matters set forth in Section 2.6(d)(v2.5(d)(v). Upon discovery by the TransferorSeller, the Servicer, any Agent, a Responsible Officer of the Trustee or any Enhancement Providers of a breach of the foregoing representations and warranties, the party discovering the breach shall give prompt written notice to the other parties, to any Agent and to any Enhancement Providers. (f) Notwithstanding anything in this Section 2.5 to the contrary, the additions of Additional Accounts pursuant to Section 2.5(b) on or prior to the 2-14 Closing Date for Series 19951994-1 need not satisfy clause (i), (vi), (vii) or (x) of Section 2.5(d).

Addition of Accounts. (a) If, on any Distribution Date, (i) the Pool Balance (for purposes of this paragraph, determined by excluding from the calculation thereof all Delayed Funding Receivables) as of the close of business on the last day of any the preceding Collection Period, (i) the Pool Balance on such day Period is less than the Required Participation Amount as of the following such Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), or (ii) the result obtained by multiplying (x) the Seller's Participation Amount (for purposes of this paragraph, determined by using the Pool Balance as determined in accordance with this paragraph) as of the following such Distribution Date (after giving effect to the allocations, distributions, withdrawals and deposits to be made on such Distribution Date), by (y) the percentage equivalent of the portion of the TransferorSeller's Interest represented by the ITT Deutsche FRLP Certificate, is less than 5% of the Pool Balance on such last day, then the Transferor Seller shall, within 10 Business Days following the end of such Collection PeriodDistribution Date, designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of additional Eligible Accounts of the Transferor to be included as those Additional Accounts in a sufficient amount such that after giving effect to such addition designation and transfer: (i) the Pool Balance (determined in accordance with this paragraph) as of the close of business on the Addition Date is at least equal to such Required Participation Amount Amount; and (ii) the result obtained by multiplying (x) such TransferorSeller's Participation Amount (determined in accordance with this paragraph) by (y) the percentage equivalent of the portion of the TransferorSeller's Interest represented by the ITT Deutsche FRLP Certificate, is at least equal to 5% of such Pool Balance, as the case may be. The Transferor Seller shall satisfy the conditions specified in Section 2.6(d2.5(d) in designating such Additional Accounts and conveying the related Receivables to the Trust. The failure of the Transferor Seller to transfer Receivables to the Trust as provided in this paragraph solely as a result of the unavailability of a sufficient amount of Eligible Receivables shall not constitute a breach of this Agreement; provided, however, that any such failure will shall nevertheless result in the occurrence of an Early Amortization Event described in Section 9.1(a). (b) The Transferor Seller may from time to time, at its sole discretion, subject to the conditions specified in paragraph (d) below, voluntarily designate additional Eligible Accounts to be included as Accounts and transfer to the Trust the Receivables (and the related Collateral Security) of such Additional Accounts. (c) Receivables and Collateral Security from such Additional Accounts shall be sold to the Trust effective on a date (each an "Addition Date") specified in a written notice provided by the Transferor Seller (or the Servicer on its behalf) to the Trustee, the Rating Agencies, any Agent and any Enhancement Providers specifying the Additional Cut-Off Date and the Addition Date for such Additional Accounts (each an "Addition Notice") on or before the fifth Business Day but not more than the 30th day prior to the related Addition Date or, if the Automatic Addition Condition is satisfied, on the Determination Date following the Collection Period in which such Addition Dates occur (the "Notice Date"). An Addition Notice may relate to one or more Accounts added on one or more Addition Dates. (d) The Transferor Seller shall be permitted to convey to the Trust the Receivables and all Collateral Security related thereto in any Additional Accounts designated by the Transferor Seller as such pursuant to Section 2.6(a2.5(a) or (b) only upon satisfaction of each of the following conditions on or prior to the related Notice Addition Date (except for the condition in clause (vii), if applicable, which shall be satisfied on or before the tenth Business Day after such the applicable Notice Date): (i) the Transferor Seller shall have provided the Trustee, any Agent, the Rating Agencies and any Enhancement Providers with a timely Addition Notice; (ii) such Additional Accounts shall all be Eligible Accounts; (iii) the Transferor Seller shall have delivered to the Trustee a duly executed written assignment (including an acceptance by the Trustee) in substantially the form of Exhibit __ B (the "Assignment") covering the Receivables in the Accounts specified in the Addition Notice and the computer file or microfiche or written list required to be delivered pursuant to Section 2.1; (iv) the Transferor Seller shall, to the extent required by Section 4.3, have deposited in the Collection Account all Collections with respect to such Additional Accounts since the Additional Cut-Off Date; (v) (A) no selection procedures reasonably believed by the Transferor Seller to be adverse to the interests of the Beneficiaries shall have been used in selecting such Additional Accounts; (B) the list of Additional Accounts delivered pursuant to clause (iii) above shall be true and correct in all material respects as of the Additional Cut-Off Date and (C) as of each of the Notice Date and the Addition Date, neither Green Tree DFS nor the Transferor Seller shall have been insolvent nor shall any of them have been made insolvent by such transfer nor shall any of them be aware of any pending insolvency; 2-13; (vi) if the Automatic Addition Condition is not satisfied with respect to such addition, the Rating Agency Condition shall have been satisfied with respect to such addition, provided that the Rating Agency Condition must be satisfied for any Additional Account designated pursuant to Section 2.5(b) if such Additional Account contains Asset Based Receivables (or, if such Additional Account contains A/R Receivables if a Participation Interest has been created in such A/R Receivables); (vii) If (A) one or more of the Additional Accounts specified in such Addition Notice will shall contain Receivables secured by a security interest in a type of Product that has not been previously financed in the Floorplan Business or (B) one or more of the Additional Accounts is supported by a Floorplan Agreement with a Manufacturer that, as of the related Addition Date, is not an Existing Manufacturer, then, whether or not the Automatic Condition is satisfied, the Rating Agency Condition shall have been satisfied in respect of the addition of each Additional Account specified in clauses (A) and (B) on or prior to the related Addition Date; (viii) the addition of the Receivables arising in such Additional Accounts shall not result in the occurrence of a Pay Out an Early Amortization Event; (ix) the Transferor Seller shall have delivered to the Trustee and any Enhancement Providers a certificate of a Vice President: President or more senior officer confirming (A) the items set forth in paragraphs (ii) through (viiivii) above and (B) that the Transferor Seller reasonably believes that the addition of the Receivables arising in such Additional Accounts will shall not result in the occurrence of an Early Amortization Event; and (x) on or before each Notice Date, the Transferor Seller shall have delivered to the Trustee and any Enhancement Providers (A) an Opinion of Counsel with respect to the Receivables in the Additional Accounts added since the last delivery of such opinion Opinion substantially in the form of Exhibit __ G-2 and (B) except in the case of an addition required by Section 2.6(a2.5(a), a Tax Opinion with respect to such addition; provided that if such Opinion of Counsel and Tax Opinion are required to be delivered, they shall be from outside counsel no less frequently than quarterly; provided further that, unless the Rating Agency Condition is satisfied, such Opinion of Counsel and Tax Opinion shall be from outside counsel if the rating of the unsecured long-term debt of Green Tree the parent of DFS or, if DFS does not have a parent, DFS is below investment grade. (e) The Transferor Seller hereby represents and warrants as of the applicable Addition Date as to the matters set forth in Section 2.6(d)(v2.5(d)(v). Upon discovery by the TransferorSeller, the Servicer, any Agent, a Responsible Officer of the Trustee or any Enhancement Providers of a breach of the foregoing representations and warranties, the party discovering the breach shall give prompt written notice to the other parties, to any Agent and to any Enhancement Providers. (f) Notwithstanding anything in this Section 2.5 to the contrary, the additions of Additional Accounts pursuant to Section 2.5(b) on or prior to the 2-14 Closing Date for Series 19951994-1 need not satisfy clause (i), (vi), (vii) or (x) of Section 2.5(d).