Common use of MANUFACTURED HOUSING CONTRACT SENIOR Clause in Contracts

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 1997-2, CLASS C (RESIDUAL INTEREST) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ This certifies that ___________________________________________________ is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 1997-2 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March 1, 1997, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust Company, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April 1997, so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds Class C Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in Milwaukee, Wisconsin, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19971999-23, CLASS C SUBSIDIARY ------------------------------------------------------------ (RESIDUAL INTEREST) --------------------------------------------------------------------- ------------------- Cut-off Date Pool Principal Balance: $ This certifies that ________________________________________$___________ This certifies that Green Tree Finance Corp.--Two is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19971999-2 3 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997the Cut-off Date) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March May 1, 19971999, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Subsidiary Certificate is one of the Class C Subsidiary Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Subsidiary Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April 1997July 1999, so long as the Agreement has not been terminated, by check (or, if such Class C Subsidiary Certificateholder holds Class C Subsidiary Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Subsidiary Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A C Subsidiary Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Subsidiary Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Subsidiary Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Subsidiary Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Subsidiary Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Subsidiary Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Subsidiary Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Subsidiary Certificates evidencing the same aggregate amount of Class C Subsidiary Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Subsidiary Certificate is exchangeable for new Class C Subsidiary Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Subsidiary Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Subsidiary Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust Subsidiary REMIC elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates Uncertificated Subsidiary Interests shall be "regular interests" in the Subsidiary REMIC and the Class C Subsidiary Certificates shall be the "residual interest" in the Subsidiary REMIC. In addition, the holder of this Class C Subsidiary Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the TrustSubsidiary REMIC, and (ii) agrees to cooperate with the Company in connection with examinations of the TrustSubsidiary REMIC's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19972000-24, CLASS C B-3I (RESIDUAL INTERESTSUBORDINATE) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ ------------------------------------------------------------------ THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN CONSECO FINANCE CORP. OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE AGREEMENT. This certifies that ___________________________________________________ Green Tree Finance Corp.--Two is the registered owner of the Residual undivided Percentage Interest represented by this Certificate, and entitled to certain distributions out of set forth above in Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19972000-2 4 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997) (the "Contracts")applicable Cut-off Date. The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March August 1, 19972000, between Green Tree Financial Corporationamong Conseco Finance Corp., as Seller Originator and Servicer (the "CompanyOriginator"), Conseco Finance Securitizations Corp., as Seller (the "Seller"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month related Due Period commencing in April 1997, September 2000 so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds Class C B-3I Certificates with an aggregate Percentage Interest of at least 205% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten 10 days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum Certificateholder's Percentage Interest of (i) the Class A B-3I Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder Amount for expenses incurred by and reimbursable to it and (vii) the Guarantee Feesuch Remittance Date. The Class C Maturity Date of this Certificate is May 1, 2032, or the next succeeding Business Day if such May 1 is not a Business Day. THIS CERTIFICATE IS AN INTEREST ONLY CERTIFICATE. THE HOLDER OF THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS OF PRINCIPAL WITH RESPECT TO THE CONTRACTS. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates Percentage Interest will be issued to the designated transferee or transferees. As provided in The Originator, the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The CompanySeller, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the CompanyOriginator, the Seller, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the CompanyOriginator, the Seller, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19971999-23, CLASS C MASTER -------------------------------------------------------- (RESIDUAL INTEREST) --------------------------------------------------------------------- ------------------- Cut-off Date Pool Principal Balance: $ This certifies that ________________________________________$___________ This certifies that Green Tree Finance Corp.--Two is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19971999-2 3 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997the Cut-off Date) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March May 1, 19971999, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Master Certificate is one of the Class C Master Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Master Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April 1997July 1999, so long as the Agreement has not been terminated, by check (or, if such Class C Master Certificateholder holds Class C Master Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Master Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A C Master Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Master Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Master Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Master Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Master Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Master Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Master Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Master Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Master Certificates evidencing the same aggregate amount of Class C Master Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Master Certificate is exchangeable for new Class C Master Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Master Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Master Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust Master REMIC elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Regular Certificates shall be "regular interests" in the Master REMIC and the Class C Master Certificates shall be the "residual interest" in the Master REMIC. In addition, the holder of this Class C Master Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the TrustMaster REMIC, and (ii) agrees to cooperate with the Company in connection with examinations of the TrustMaster REMIC's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19971996-2, CLASS C (RESIDUAL INTEREST) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ $465,268,332.20 This certifies that ___________________________________________________ is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19971996-2 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 19971996) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March 1, 19971996, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust CompanyNorwest Bank Minnesota, National Association, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April 19971996, so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds Class C Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeMinneapolis, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 1997-26, CLASS C (RESIDUAL INTEREST) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ This certifies that ___________________________________________________ Green Tree Finance Corp.-Two is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 1997-2 6 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997the Cut-off Date) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March September 1, 1997, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust Company, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April October 1997, so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds Class C Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in Milwaukee, Wisconsin, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 1997-28, CLASS C (RESIDUAL INTEREST) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ This certifies that ________________________________________$___________ This certifies that Green Tree Finance Corp.--Two is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 1997-2 8 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997the Cut-off Date or the Subsequent Cut-off Date with respect to the Subsequent Contracts) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March December 1, 1997, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April 1997January 1998, so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds Class C Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A Distribution AmountX-0 Xxxxxxxxxxxx Xxxxxx, (iixx) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19972000-21, CLASS C B-3I (RESIDUAL INTERESTSUBORDINATE) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ ------------------------------------------------------------------ THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN CONSECO FINANCE CORP. OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE AGREEMENT. This certifies that ___________________________________________________ Green Tree Finance Corp.-Two is the registered owner of the Residual undivided Percentage Interest represented by this Certificate, and entitled to certain distributions out of set forth above in Manufactured Housing Contract Senior/Subordinate Pass-Pass- Through Certificate Trust 19972000-2 1 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on after the applicable Cut-off Date or after March 1, 1997) (the "Contracts"Subsequent Cut-off Date). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March February 1, 19972000, between Green Tree Financial Corporationamong Conseco Finance Corp., as Originator, Servicer and Guarantor (the "Originator"), Conseco Finance Securitizations Corp., as Seller and Servicer (the "CompanySeller"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month related Due Period commencing in April 1997, 2000 so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds Class C B-3I Certificates with an aggregate Percentage Interest of at least 205% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten 10 days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum Certificateholder's Percentage Interest of (i) the Class A B-3I Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder Amount for expenses incurred by and reimbursable to it and (vii) the Guarantee Feesuch Remittance Date. The Class C Maturity Date of this Certificate is March 1, 2031 or the next succeeding Business Day if such March 1 is not a Business Day. THIS CERTIFICATE IS AN INTEREST ONLY CERTIFICATE. THE HOLDER OF THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS OF PRINCIPAL WITH RESPECT TO THE CONTRACTS. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates Percentage Interest will be issued to the designated transferee or transferees. As provided in The Originator, the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The CompanySeller, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the CompanyOriginator, the Seller, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the CompanyOriginator, the Seller, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ ------------------------------------------------- PASS-THROUGH CERTIFICATES, SERIES 1997-23, CLASS C B-[1][2] (RESIDUAL INTERESTSUBORDINATE) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ ---------------------------------------------------------------------- THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN GREEN TREE FINANCIAL CORPORATION OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE AGREEMENT. This certifies that ___________________________________________________ is the registered owner of the Residual undivided Percentage Interest represented by this Certificate, and entitled to certain distributions out of the original principal amount set forth above in Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 1997-2 3 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997) (the "Contracts")applicable Cut-off Date. The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March May 1, 1997, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust Company, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April June 1997, so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds a Class C of Class B Certificates with an aggregate Percentage Interest of at least 205% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten 10 days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum Certificateholder's Percentage Interest of (i) the Class A [B-1/B-2] Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder Amount for expenses incurred by and reimbursable to it and (vii) the Guarantee Feesuch Remittance Date. The Class C final scheduled Remittance Date of this Certificate is April 15, 2029, or the next succeeding Business Day if such April 15 is not a Business Day. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account [and the Limited Guarantee of the Company] to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in Milwaukee, Wisconsin, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates Percentage Interest will be issued to the designated transferee or transferees. As provided [Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates name of authorized denominations evidencing the same aggregate Percentage Interest Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the holder surrendering the same. registered owner hereof, Cede & Co., has an interest herein.] The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ ------------------------------------------------- PASS-THROUGH CERTIFICATES, SERIES 19971995-28, CLASS C B-[1][2] (RESIDUAL INTERESTSUBORDINATE) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ ---------------------------------------------------------------------- THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN GREEN TREE FINANCIAL CORPORATION OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE AGREEMENT. This certifies that ___________________________________________________ is the registered owner of the Residual undivided Percentage Interest represented by this Certificate, and entitled to certain distributions out of the original principal amount set forth above in Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19971995-2 8 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March October 1, 1997) (the "Contracts"1995). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March October 1, 19971995, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust Company, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April 1997November 1995, so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds a Class C of Class B Certificates with an aggregate Percentage Interest of at least 205% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten 10 days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum Certificateholder's Percentage Interest of (i) the Class A Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) [the Class B-1 Distribution Amount (plus the Class B-1 Interest Deficiency Amount, (iv) if any)] [or the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder as applicable] for expenses incurred by and reimbursable to it and (vii) the Guarantee Feesuch Remittance Date. The Class C Maturity Date of this Certificate is December 15, 2026, or the next succeeding Business Day if such December 15 is not a Business Day. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account [and the Limited Guarantee of the Company] to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in Milwaukee, Wisconsin, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates Percentage Interest will be issued to the designated transferee or transferees. As provided [Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates name of authorized denominations evidencing the same aggregate Percentage Interest Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the holder surrendering the same. registered owner hereof, Cede & Co., has an interest herein.] The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 1997-23, CLASS C (RESIDUAL INTEREST) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ This certifies that ___________________________________________________ is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Pass- Through Certificate Trust 1997-2 3 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997the Cut-off Date) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March May 1, 1997, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust Company, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April June 1997, so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds Class C Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in Milwaukee, Wisconsin, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19971998-21, CLASS C MASTER -------------------------------------------------------- (RESIDUAL INTEREST) --------------------------------------------------------------------- ------------------- Cut-off Date Pool Principal Balance: $ This certifies that ________________________________________$___________ This certifies that Green Tree Finance Corp.--Two is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19971998-2 1 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997the Cut-off Date) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March January 1, 19971998, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Master Certificate is one of the Class C Master Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Master Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month related Due Period commencing in April 1997March 1998, so long as the Agreement has not been terminated, by check (or, if such Class C Master Certificateholder holds Class C Master Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Master Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A C Master Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Master Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Master Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Master Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Master Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Master Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Master Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Master Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Master Certificates evidencing the same aggregate amount of Class C Master Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Master Certificate is exchangeable for new Class C Master Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Master Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Master Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust Master REMIC elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Regular Certificates shall be "regular interests" in the Master REMIC and the Class C Master Certificates shall be the "residual interest" in the Master REMIC. In addition, the holder of this Class C Master Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the TrustMaster REMIC, and (ii) agrees to cooperate with the Company in connection with examinations of the TrustMaster REMIC's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19972000-26, CLASS C B-3I (RESIDUAL INTERESTSUBORDINATE) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ ------------------------------------------------------------------ THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN CONSECO FINANCE CORP. OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE AGREEMENT. This certifies that ___________________________________________________ Green Tree Finance Corp.-Two is the registered owner of the Residual undivided Percentage Interest represented by this Certificate, and entitled to certain distributions out of set forth above in Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19972000-2 6 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997) (the "Contracts"applicable Cut-off Date). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March December 1, 19972000, between Green Tree Financial Corporationamong Conseco Finance Corp., as Seller Originator and Servicer (the "CompanyOriginator"), Conseco Finance Securitizations Corp., as Seller (the "Seller"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month related Due Period commencing in April 1997, January 2001 so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds Class C B-3I Certificates with an aggregate Percentage Interest of at least 205% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten 10 days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum Certificateholder's Percentage Interest of (i) the Class A B-3I Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder Amount for expenses incurred by and reimbursable to it and (vii) the Guarantee Feesuch Remittance Date. The Class C Maturity Date of this Certificate is September 1, 2032 or the next succeeding Business Day if such September 1 is not a Business Day. THIS CERTIFICATE IS AN INTEREST ONLY CERTIFICATE. THE HOLDER OF THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS OF PRINCIPAL WITH RESPECT TO THE CONTRACTS. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates Percentage Interest will be issued to the designated transferee or transferees. As provided in The Originator, the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The CompanySeller, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the CompanyOriginator, the Seller, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the CompanyOriginator, the Seller, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19971996-29, CLASS C (RESIDUAL INTEREST) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ $450,000,000 This certifies that ___________________________________________________ is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19971996-2 9 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March October 1, 19971996) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March October 1, 19971996, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust Company, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April 1997December 1996, so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds Class C Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, and (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Feeit. The Class C Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in Milwaukee, Wisconsin, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19971999-21, CLASS C B-[1][2] (RESIDUAL INTERESTSUBORDINATE) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN GREEN TREE FINANCIAL CORPORATION OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE AGREEMENT. This certifies that ___________________________________________________ Cede & Co. is the registered owner of the Residual undivided Percentage Interest represented by this Certificate, and entitled to certain distributions out of the original principal amount set forth above in Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19971999-2 1 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997) (the "Contracts")applicable Cut-off Date. The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March February 1, 19971999, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April 1997, March 1999 so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds a Class C of Class B Certificates with an aggregate Percentage Interest of at least 205% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten 10 days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum Certificateholder's Percentage Interest of (i) the Class A [B-1/B-2] Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder Amount for expenses incurred by and reimbursable to it and (vii) the Guarantee Feesuch Remittance Date. The Class C Maturity Date of this Certificate is March 1, 2030, or the next succeeding Business Day if such March 1, 2030 is not a Business Day. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account [and the Limited Guarantee of the Company] to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates Percentage Interest will be issued to the designated transferee or transferees. As provided [Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to Issuer or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates name of authorized denominations evidencing the same aggregate Percentage Interest Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the holder surrendering the same. registered owner hereof, Cede & Co., has an interest herein.] The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19972000-2, CLASS C B-3I (RESIDUAL INTERESTSUBORDINATE) --------------------------------------------------------------------- Cut-off Date Pool Principal Balance: $ ------------------------------------------------------------------ THIS CERTIFICATE DOES NOT REPRESENT AN OBLIGATION OF OR AN INTEREST IN CONSECO FINANCE CORP. OR ANY AFFILIATE THEREOF, EXCEPT TO THE EXTENT SET FORTH IN THE AGREEMENT. This certifies that ___________________________________________________ Green Tree Finance Corp.--Two is the registered owner of the Residual undivided Percentage Interest represented by this Certificate, and entitled to certain distributions out of set forth above in Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19972000-2 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997) (the "Contracts")applicable Cut-off Date. The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March May 1, 19972000, between Green Tree Financial Corporationamong Conseco Finance Corp., as Seller Originator and Servicer (the "CompanyOriginator"), Conseco Finance Securitizations Corp., as Seller (the "Seller"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Certificate is one of the Class C Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month related Due Period commencing in April 1997, July 2000 so long as the Agreement has not been terminated, by check (or, if such Class C Certificateholder holds Class C B-3I Certificates with an aggregate Percentage Interest of at least 205% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten 10 days prior to such Remittance Date) to the registered Class C Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum Certificateholder's Percentage Interest of (i) the Class A B-3I Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder Amount for expenses incurred by and reimbursable to it and (vii) the Guarantee Feesuch Remittance Date. The Class C Maturity Date of this Certificate is December 1, 2031, or the next succeeding Business Day if such December 1 is not a Business Day. THIS CERTIFICATE IS AN INTEREST ONLY CERTIFICATE. THE HOLDER OF THIS CERTIFICATE SHALL NOT BE ENTITLED TO ANY DISTRIBUTIONS OF PRINCIPAL WITH RESPECT TO THE CONTRACTS. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Certificates evidencing the same aggregate amount of Class C Certificates Percentage Interest will be issued to the designated transferee or transferees. As provided in The Originator, the Agreement and subject to certain limitations therein set forth, this Class C Certificate is exchangeable for new Class C Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The CompanySeller, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the CompanyOriginator, the Seller, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Certificate is registered as the owner hereof for all purposes, and neither the CompanyOriginator, the Seller, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates shall be "regular interests" in the REMIC and the Class C Certificates shall be the "residual interest" in the REMIC. In addition, the holder of this Class C Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the Trust, and (ii) agrees to cooperate with the Company in connection with examinations of the Trust's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19971999-25, CLASS C SUBSIDIARY ------------------------------------------------------------ (RESIDUAL INTEREST) --------------------------------------------------------------------- ------------------- Cut-off Date Pool Principal Balance: $ This certifies that ________________________________________$___________ This certifies that Green Tree Finance Corp.--Two is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19971999-2 5 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on after the applicable Cut-off Date or after March 1, 1997Subsequent Cut-off Date) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March September 1, 19971999, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Subsidiary Certificate is one of the Class C Subsidiary Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Subsidiary Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April 1997October 1999, so long as the Agreement has not been terminated, by check (or, if such Class C Subsidiary Certificateholder holds Class C Subsidiary Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Subsidiary Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A C Subsidiary Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Subsidiary Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Subsidiary Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Subsidiary Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Subsidiary Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Subsidiary Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Subsidiary Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Subsidiary Certificates evidencing the same aggregate amount of Class C Subsidiary Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Subsidiary Certificate is exchangeable for new Class C Subsidiary Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Subsidiary Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Subsidiary Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust Subsidiary REMIC elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates Uncertificated Subsidiary Interests shall be "regular interests" in the Subsidiary REMIC and the Class C Subsidiary Certificates shall be the "residual interest" in the Subsidiary REMIC. In addition, the holder of this Class C Subsidiary Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the TrustSubsidiary REMIC, and (ii) agrees to cooperate with the Company in connection with examinations of the TrustSubsidiary REMIC's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19971999-25, CLASS C MASTER -------------------------------------------------------- (RESIDUAL INTEREST) --------------------------------------------------------------------- ------------------- Cut-off Date Pool Principal Balance: $ This certifies that ________________________________________$___________ This certifies that Green Tree Finance Corp.--Two is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19971999-2 5 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on after the Cut-off Date or after March 1, 1997Subsequent Cut-off Date) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March September 1, 19971999, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Master Certificate is one of the Class C Master Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Master Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month commencing in April 1997October 1999, so long as the Agreement has not been terminated, by check (or, if such Class C Master Certificateholder holds Class C Master Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Master Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A C Master Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Master Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Master Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Master Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Master Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Master Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Master Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Master Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Master Certificates evidencing the same aggregate amount of Class C Master Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Master Certificate is exchangeable for new Class C Master Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Master Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Master Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust Master REMIC elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Regular Certificates shall be "regular interests" in the Master REMIC and the Class C Master Certificates shall be the "residual interest" in the Master REMIC. In addition, the holder of this Class C Master Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the TrustMaster REMIC, and (ii) agrees to cooperate with the Company in connection with examinations of the TrustMaster REMIC's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.

MANUFACTURED HOUSING CONTRACT SENIOR. SUBORDINATE ------------------------------------------------ PASS-THROUGH CERTIFICATES, SERIES 19971998-21, CLASS C SUBSIDIARY ------------------------------------------------------------ (RESIDUAL INTEREST) --------------------------------------------------------------------- ------------------- Cut-off Date Pool Principal Balance: $ This certifies that ________________________________________$___________ This certifies that Green Tree Finance Corp.--Two is the registered owner of the Residual Interest represented by this Certificate, and entitled to certain distributions out of Manufactured Housing Contract Senior/Subordinate Pass-Through Certificate Trust 19971998-2 1 (the "Trust"), which includes among its assets a pool of manufactured housing installment sale contracts and installment loan agreements (including, without limitation, all related security interests and any and all rights to receive payments which are due pursuant thereto on or after March 1, 1997the Cut-off Date) (the "Contracts"). The Trust has been created pursuant to a Pooling and Servicing Agreement (the "Agreement"), dated as of March January 1, 19971998, between Green Tree Financial Corporation, as Seller and Servicer (the "Company"), and Firstar Trust CompanyU.S. Bank National Association, as Trustee of the Trust (the "Trustee"). This Class C Subsidiary Certificate is one of the Class C Subsidiary Certificates described in the Agreement and is issued pursuant and subject to the Agreement. By acceptance of this Class C Subsidiary Certificate the holder assents to and becomes bound by the Agreement. To the extent not defined herein, all capitalized terms have the meanings assigned to such terms in the Agreement. The Agreement contemplates, subject to its terms, payment on the fifteenth first day (or if such day is not a Business Day, the next succeeding Business Day) (the "Remittance Date") of each calendar month related Due Period commencing in April 1997March 1998, so long as the Agreement has not been terminated, by check (or, if such Class C Subsidiary Certificateholder holds Class C Subsidiary Certificates with an aggregate Percentage Interest of at least 20% and so desires, by wire transfer pursuant to instructions delivered to the Trustee at least ten days prior to such Remittance Date) to the registered Class C Subsidiary Certificateholder at the address appearing on the Certificate Register as of the Business Day immediately preceding such Remittance Date, in an amount equal to the difference between (A) the Amount Available, and (B) the sum of (i) the Class A C Subsidiary Distribution Amount, (ii) the Class M-1 Distribution Amount, (iii) the Class B-1 Distribution Amount, (iv) the Class B-2 Distribution Amount, (v) the Monthly Servicing Fee, (vi) amounts to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it and (vii) the Guarantee Fee. The Class C Subsidiary Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Class C Subsidiary Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Class C Subsidiary Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Class C Subsidiary Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Class C Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Class C Subsidiary Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Class C Subsidiary Certificate for registration of transfer at the office or agency maintained by the Trustee in MilwaukeeSt. Xxxx, WisconsinMinnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder thereof or his or her attorney duly authorized in writing, and thereupon one or more new Class C Subsidiary Certificates evidencing the same aggregate amount of Class C Subsidiary Certificates will be issued to the designated transferee or transferees. As provided in the Agreement and subject to certain limitations therein set forth, this Class C Subsidiary Certificate is exchangeable for new Class C Subsidiary Certificates of authorized denominations evidencing the same aggregate Percentage Interest as requested by the holder surrendering the same. The Company, the Servicer, the Trustee, the Paying Agent and the Certificate Registrar and any agent of the Company, the Servicer, the Trustee, the Paying Agent or the Certificate Registrar may treat the person in whose name this Class C Subsidiary Certificate is registered as the owner hereof for all purposes, and neither the Company, the Servicer, the Trustee, the Paying Agent, the Certificate Registrar nor any such agent shall be affected by any notice to the contrary. The holder of this Class C Subsidiary Certificate, by acceptance hereof, agrees that, in accordance with the requirements of Section 860D(b)(1) of the Code, the federal tax return of the Trust for its first taxable year shall provide that the Trust Subsidiary REMIC elects to be treated as a "real estate mortgage investment conduit" (a "REMIC") under the Code for such taxable year and all subsequent taxable years. The Certificates Uncertificated Subsidiary Interests shall be "regular interests" in the Subsidiary REMIC and the Class C Subsidiary Certificates shall be the "residual interest" in the Subsidiary REMIC. In addition, the holder of this Class C Subsidiary Certificate, by acceptance hereof, (i) agrees to file tax returns consistent with and in accordance with any elections, decisions or other reports made or filed with regard to federal, state or local taxes on behalf of the TrustSubsidiary REMIC, and (ii) agrees to cooperate with the Company in connection with examinations of the TrustSubsidiary REMIC's affairs by tax authorities, including administrative and judicial proceedings, and (iii) makes the additional agreements, designations and appointments, and undertakes the responsibilities, set forth in Section 6.06 of the Agreement.