Common use of Permitted Withdrawals from the Certificate Account; Payments Clause in Contracts

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee may, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts for the following purposes: i. to make payments in the amounts and in the manner provided for in Section 8.04(b); ii. to pay to the Company with respect to each Contract or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; iii. to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; iv. to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Contract by Contract basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account to make payment in the following order of priority: 1. if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; 2. to pay the Class A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1) of the definition of Class A Formula Distribution Amount to the Class A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class A Formula Distribution Amount to the Class A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class A Formula Distribution Amount to the Class A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; or, if the Amount Available is less than the Class A Formula Interest Distribution Amount, pro rata to each Class of Class A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class A Certificates; or, if the remaining Amount Available is less than the aggregate of the Unpaid Class A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class A Certificates based on the Unpaid Class A Interest Shortfall of each such Class;

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts Loans for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section 8.04(b); (ii. ) to pay to the Company Originator with respect to each Contract Loan or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.053.06, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the CompanyServicer's entitlement thereto is limited to collections or other recoveries on the related ContractLoan, the Servicer shall keep and maintain separate accounting, on a Contract Loan by Contract Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account for such Payment Date to make payment in the following order of priority:, subject to Section 8.04(c) and the last sentence of this Section 8.04(b): (1. ) if neither the Company Conseco Finance Corp. nor a wholly owned subsidiary of the Company Originator is the Servicer, to pay the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; (2. ) to pay the Class A Formula Interest Distribution Amount to the Class A Certificateholders; (3) after payment of the amounts specified in clauses (1) and (2) above, to the Class M-1 Certificateholders the Class M-1 Formula Interest Distribution Amount; (4) after payment of the amounts specified in clauses (1) through (3) above, to the Class M-2 Certificateholders the Class M-2 Formula Interest Distribution Amount; (5) after payment of the amounts specified in clauses (1) through (4) above, to the Class B-1 Certificateholders the Class B-1 Formula Interest Distribution Amount; (6) after payment of the amounts specified in clauses (1) through (5) above, to pay principal in respect of the Class A Certificates as follows follows: (i) if there is a Class A Principal Deficiency Amount for such Payment Date, the remaining Amount Available to the Class A Certificates; and (ii) if there is no Class A Principal Deficiency Amount for such Payment Date, the remaining Amount Available up to the Class A Formula Principal Distribution Amount; (7) after payment of the amounts specified in clauses (1) through (6) above, to the Class M-1 Certificateholders the Class M-1 Formula Principal Distribution Amount; (8) after payment of the amounts specified in clauses (1) through (7) above, to the Class M-2 Certificateholders the Class M-2 Formula Principal Distribution Amount; (9) after payment of the amounts specified in clauses (1) through (8) above, to the Class B-1 Certificateholders the Class B-1 Formula Principal Distribution Amount; (10) after payment of the amounts specified in clauses (1) through (9) above, to the Class M-1 Certificateholders as follows: (i) any Class M-1 Liquidation Loss Interest Amount; and (ii) any Unpaid Class M-1 Liquidation Loss Interest Shortfall; (11) after payment of the amounts specified in clauses (1) through (10) above, to the Class M-2 Certificateholders as follows: (i) any Class M-2 Liquidation Loss Interest Amount; and (ii) any Unpaid Class M-2 Liquidation Loss Interest Shortfall; (12) after payment of the amounts specified in clauses (1) through (11) above, to the Class B-1 Certificateholders as follows: (i) any Class B-1 Liquidation Loss Interest Amount; and (ii) any Unpaid Class B-1 Liquidation Loss Interest Shortfall; (13) after payment of the amounts specified in clauses (1) through (12) above, to the Class B-2 Certificateholders as follows: (i) the Class B-2 Formula Interest Distribution Amount; and (ii) the Class B-2 Formula Principal Distribution Amount; (14) after payment of the amounts specified in clauses (1) through (13) above, from amounts otherwise payable to the Class C Certificateholder under clause (20) below, to the Available Funds Cap Carryover Reserve Account (i) in respect of payments, if any, of the Available Funds Cap Carryover Amount as described in Section 8.09, and (ii) the amount needed, if any, to replenish the Available Funds Cap Carryover Reserve Account so that it maintains a minimum balance of $10,000; (15) if Conseco Finance Corp. or a wholly owned subsidiary of Conseco Finance Corp. is the Servicer, after payment of the amounts specified in clauses (1) through (14) above, to pay the Servicer the Monthly Servicing Fee. (16) after payment of the amounts specified in clauses (1) through (15) above, to reimburse the Servicer or the Trustee, as applicable, for any unreimbursed Advances made with respect to the Loans in respect of current or prior Payment Dates; (17) if such Payment Date is on or after the Additional Principal Entitlement Date, then, pursuant to Section 8.06(f), after payment of the amounts specified in clauses (1) through (16) above, the Additional Principal Distribution Amount to the Certificates as a payment of principal in the following order of priority):, and in no case in excess of the Class Principal Balance of any Class of Certificates: (i) the amount in clause (a)(1) of the definition of Class A Formula Distribution Amount first to the Class A-1 Certificateholders; the amount A Certificates until paid in clause full; (a)(2ii) of the definition of Class A Formula Distribution Amount then to the Class A-2 Certificateholders; M-1, Class M-2, Class B-1 and Class B-2 Certificates, pro rata based on the amount Class Principal Balance of each such Class, until paid in clause full. (a)(318) after payment of the definition amounts specified in clauses (1) through (17) above, to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it pursuant to Section 10.06; (19) after payment of the amounts specified in clauses (1) through (18) above, if the Payment Date is after the Prepayment Term and the Class A Formula Distribution Amount Principal Balance of each Class of Certificates has been reduced to zero, to the Class A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to P Certificateholders until the Class A-4 Certificateholders; or, if the Amount Available P Principal Balance is less than the Class A Formula Interest Distribution Amount, pro rata reduced to each Class of Class A Certificates in accordance with their respective entitlements to interestzero; and (ii20) to each Class of Class A Certificates; or, if the remaining Amount Available is less than the aggregate after payment of the Unpaid Class A Interest Shortfallsamounts specified in clauses (1) through (19) above, to pay the remainder, if any, of the Amount Available to the Class C Certificateholder. If the Trustee shall not have received the applicable Monthly Report by any Payment Date, the Trustee shall, in accordance with respect this Section 8.04(b), distribute all funds then in the Certificate Account to each Class Certificateholders, to the extent of Class A Certificatessuch funds, pro rata on such Payment Date. c. Notwithstanding the priorities set forth above, any Pre-Funded Amount deposited in the Certificate Account shall be applied solely to each Class pay principal of the Class A Certificates based on until reduced to zero, then to the Unpaid Class A M-1, Class M-2 and Class B-1 Certificates in that order of priority, and any amount withdrawn from the Capitalized Interest Shortfall of Account and deposited in the Certificate Account shall be applied solely as described in Section 8.07. d. On each Payment Date, the Trustee will pay to the Class P Certificateholders all Prepayment Charges included in the Certificate Account for such Class;Payment Date.

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section Sections 8.04(b) and 8.04(d); (ii. ) to pay to the Company with respect to each Contract or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Contract by Contract basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Sub-Pool HI Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account to make payment in the following order of priority: 1. if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay pay, with respect to the Home Improvement Contracts, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; 2. to pay the Class HI: A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1a) (1) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; or, if the Sub-Pool HI Amount Available is less than the amount necessary to pay all Class HI: A Formula Interest Distribution AmountAmounts, pro rata to each Class of Class HI: A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class HI: A Certificates; Certificates the amount, if any, of the Unpaid Class HI: A Interest Shortfall of such Class, or, if the remaining Sub-Pool HI Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class HI: A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class HI: A Certificates based on the Unpaid Class HI: A Interest Shortfall of each such Class;

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section Sections 8.04(b) and 8.04(d); (ii. ) to pay to the Company with respect to each Contract or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Contract by Contract basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Sub-Pool HI Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account to make payment in the following order of priority:, subject to the last sentence of this Section 8.04(b): (1. ) if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay pay, with respect to the Home Improvement Contracts, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; (2. ) to pay the Class HI: A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class H1:A Formula Distribution Amount to the Class H1:A-4 Certificateholders; or, if the Sub-Pool HI Amount Available is less than the amount necessary to pay all Class HI: A Formula Interest Distribution AmountAmounts, pro rata to each Class of Class HI: A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class HI: A Certificates; Certificates the amount, if any, of the Unpaid Class HI: A Interest Shortfall of such Class, or, if the remaining Sub-Pool HI Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class HI: A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class HI: A Certificates based on the Unpaid Class HI: A Interest Shortfall of each such Class; (3) after payment of the amounts specified in clauses (1) and (2) above, to pay principal in respect of the Class HI: A Certificates as follows: (i) if there is a Class HI: A Liquidation Loss Principal Amount as to such Payment Date, the remaining Sub-Pool HI Amount Available, pro rata to each Class of Class HI: A Certificates based on the Class Principal Balance of each Class (but in no event shall such amount exceed the Class Principal Balance of any such Class); and (ii) if there is no Class HI: A Liquidation Loss Principal Amount as to such Payment Date: (A) if such Payment Date is on or prior to the Class HI: A-1 Cross-over Date, the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to the Class HI: A-1 Certificateholders, but in no event more than is necessary to reduce the Class HI: A-1 Principal Balance to zero; (B) if such Payment Date is on or after the Class HI: A-1 Cross-over Date, but on or prior to the Class HI: A-2 Cross-over Date, the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to the Class HI: A-2 Certificateholders (reduced, if such Payment Date is on the Class HI: A-1 Cross-over Date, by that portion of the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to be distributed to the Class HI: A-1 Certificateholders on such date in accordance with clause (A) above), but in no event more than is necessary to reduce the Class HI: A-2 Principal Balance to zero; (C) if such Payment Date is on or after the Class HI: A-2 Cross-over Date, but on or prior to the Class HI: A-3 Cross-over Date, the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to the Class HI: A-3 Certificateholders (reduced, if such Payment Date is on the Class HI: A-2 Cross-over Date, by that portion of the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to be distributed to the Class HI: A-2 Certificateholders on such date in accordance with clause (B) above), but in no event more than is necessary to reduce the Class HI: A-3 Principal Balance to zero; (D) if such Payment Date is on or after the Class HI: A-3 Cross-over Date, but on or prior to the Class HI: A-4 Cross-over Date, the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to the Class HI: A-4 Certificateholders (reduced, if such Payment Date is on the Class HI: A-3 Cross-over Date, by that portion of the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to be distributed to the Class HI: A-3 Certificateholders on such date in accordance with clause (C) above), but in no event more than is necessary to reduce the Class HI: A-4 Principal Balance to zero. (4) after payment of the amounts specified in clauses (1) through (3) above, to the Class HI: M-1 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class HI: M-1 Formula Distribution Amount;

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts Loans for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section 8.04(b); (ii. ) to pay to the Company with respect to each Contract Loan or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related ContractLoan, the Servicer shall keep and maintain separate accounting, on a Contract Loan by Contract Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account for such Payment Date to make payment in the following order of priority:, subject to Section 8.04(c) and the last sentence of this Section 8.04(b): (1. ) if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay pay, with respect to the Loans, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; (2. ) to pay the Class A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1) of the definition of Class A Formula Distribution Amount to the Class A-1 A-1A ARM Certificateholders; the amount in clause (a)(2) of the definition of Class A Formula Distribution Amount to the Class A-2 A-1B ARM Certificateholders; the amount in clause (a)(3) of the definition of Class A Formula Distribution Amount to the Class A-3 A-1 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-2 Certificateholders; the amount in clause (a)(5) of the definition of Class A Formula Distribution Amount to the Class A-3 Certificateholders; the amount in clause (a)(6) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; the amount in clause (a)(7) of the definition of Class A Formula Distribution Amount to the Class A-5 Certificateholders; and the amount in clause (a)(8) of the definition of Class A Formula Distribution Amount to the Class A-6 IO Certificateholders; or, if the Amount Available is less than the amount necessary to pay all of the amounts specified in clause (1) of the definition of Class A Formula Interest Distribution Amount, pro rata to each Class of Class A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class A Certificates; Certificates the amount, if any, of the Unpaid Class A Interest Shortfall of such Class or, if the remaining Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class A Certificates based on the Unpaid Class A Interest Shortfall of each such Class; (3) after payment of the amounts specified in clauses (1) and (2) above, to the Class M-1 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class M-1 Formula Distribution Amount; and (ii) any Unpaid Class M-1 Interest Shortfall; (4) after payment of the amounts specified in clauses (1) through (3) above, to the Class M-2 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class M-2 Formula Distribution Amount; and (ii) any Unpaid Class M-2 Interest Shortfall; (5) after payment of the amounts specified in clauses (1) through (4) above, to the Class B-1 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class B-1 Formula Distribution Amount; and (ii) any Unpaid Class B-1 Interest Shortfall; (6) after payment of the amounts specified in clauses (1) through (5) above, to pay principal in respect of the Class A Certificates as follows: (i) if there is a Class A Principal Deficiency Amount for such Payment Date, the remaining Amount Available, pro rata to each Class of Class A Certificates (other than the Class A-6 IO Certificates) based on the Class Principal Balance of each Class (but in no event shall such amount for any Class exceed the Class Principal Balance of any such Class); and (ii) if there is no Class A Principal Deficiency Amount for such Payment Date, and if such Payment Date is on or prior to the Class A-5 Cross-over Date, the remaining Amount Available up to the Class A Formula Principal Distribution Amount as follows: (A) if the remaining Amount Available is less than the Class A Formula Principal Distribution Amount, then pro rata to each Class of Class A Certificates (other than the Class A-6 IO Certificates) based upon the amounts that would have been distributed pursuant to clause (B), below, had the remaining Amount Available been equal to the Class A Formula Principal Distribution Amount; (B) if the remaining Amount Available is not less than the Class A Formula Principal Distribution Amount, then (a) (i) to the Class A-1A ARM Certificateholders, the Group I ARM Formula Principal Distribution Amount, and (ii) to the Class A-1B ARM Certificateholders, the Group II ARM Formula Principal Distribution Amount; (b) to the Class A-5 Certificateholders, the Class A-5 Lockout Pro Rata Distribution Amount, if any, but in no event more than is necessary to reduce the Class A-5 Principal Balance to zero; (c) if such Payment Date is on or prior to the Class A-1 Cross-over Date, to the Class A-1 Certificateholders, the Senior Percentage of the Formula Principal Distribution Amount minus the Class A-5 Lockout Pro Rata Distribution Amount, but in no event more than is necessary to reduce the Class A-1 Principal Balance to zero; (d) if such Payment Date is on or after the Class A-1 Cross-over Date, but on or prior to the Class A-2 Cross-over Date, to the Class A-2 Certificateholders, the Senior Percentage of the Formula Principal Distribution Amount minus the Class A-5 Lockout Pro Rata Distribution Amount, and minus any amounts paid to the Class A-1 Certificateholders on such Payment Date pursuant to clause (c) above, but in no event more than is necessary to reduce the Class A-2 Principal Balance to zero; (e) if such Payment Date is on or after the Class A-2 Cross-over Date, but on or prior to the Class A-3 Cross-over Date, to the Class A-3 Certificateholders, the Senior Percentage of the Formula Principal Distribution Amount minus the Class A-5 Lockout Pro Rata Distribution Amount, and minus any amounts paid to the Class A-1 and Class A-2 Certificateholders on such Payment Date pursuant to clauses (c) and (d) above, but in no event more than is necessary to reduce the Class A-3 Principal Balance to zero; (f) if such Payment Date is on or after the Class A-3 Cross-over Date, but on or prior to the Class A-4 Cross-over Date, to the Class A-4 Certificateholders, the Senior Percentage of the Formula Principal Distribution Amount minus the Class A-5 Lockout Pro Rata Distribution Amount, and minus any amounts paid to the Class A-1, Class A-2 and Class A-3 Certificateholders on such Payment Date pursuant to clauses (c), (d) and (e) above, but in no event more than is necessary to reduce the Class A-4 Principal Balance to zero; and (g) if such Payment Date is on or after the Class A-4 Cross-over Date, but on or prior to the Class A-5 Cross-over Date, to the Class A-5 Certificateholders, the Senior Percentage of the Formula Principal Distribution Amount minus the Class A-5 Lockout Pro Rata Distribution Amount, and minus any amounts paid to the Class A-1, Class A-2, Class A-3 and Class A-4 Certificateholders on such Payment Date pursuant to clauses (c), (d), (e) and (f) above, but in no event more than is necessary (after taking into account any distribution to the Class A-5 Certificateholders pursuant to clause (b) above) to reduce the Class A-5 Principal Balance to zero; (7) after payment of the amounts specified in clauses (1) through (6) above, to the Class M-1 Certificateholders, the amount in clause (c) of the definition of Class M-1 Formula Distribution Amount; (8) after payment of the amounts specified in clauses (1) through (7) above, to the Class M-2 Certificateholders, the amount in clause (c) of the definition of Class M-2 Formula Distribution Amount; (9) after payment of the amounts specified in clauses (1) through (8) above, to the Class B-1 Certificateholders, the amount in clause (c) of the definition of Class B-1 Formula Distribution Amount; (10) after payment of the amounts specified in clauses (1) through (9) above, to the Class M-1 Certificateholders as follows (and in the following order of priority): (i) any Class M-1 Liquidation Loss Interest Amount; and (ii) any Unpaid Class M-1 Liquidation Loss Interest Shortfall; (11) after payment of the amounts specified in clauses (1) through (10) above, to the Class M-2 Certificateholders as follows (and in the following order of priority): (i) any Class M-2 Liquidation Loss Interest Amount; and (ii) any Unpaid Class M-2 Liquidation Loss Interest Shortfall; (12) after payment of the amounts specified in clauses (1) through (11) above, to the Class B-1 Certificateholders as follows (and in the following order of priority): (i) any Class B-1 Liquidation Loss Interest Amount; and (ii) any Unpaid Class B -1 Liquidation Loss Interest Shortfall; (13) after payment of the amounts specified in clauses (1) through (12) above, to the Class B-2 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class B-2 Formula Distribution Amount; (ii) any Unpaid Class B-2 Interest Shortfall; and (iii) the amount in clause (c) of the definition of Class B-2 Formula Distribution Amount; (14) after payment of the amounts specified in clauses (1) through (13) above, to the Class A-1A ARM Certificateholders and Class A-1B ARM Certificateholders as follows (and in the following order of priority): (i) to the Class A-1A ARM Certificateholders, any Class A-1A ARM Available Funds Cap Carryover Amount, and to the Class A-1B ARM Certificateholders, any Class A-1B ARM Available Funds Cap Carryover Amount; or, if the Amount Available is less than the amount necessary to pay both such interest amounts, pro rata to the Class A-1A ARM Certificates and the Class A-1B ARM Certificates in accordance with their respective entitlements to such interest amounts; and (ii) to the Class A-1A ARM Certificateholders, any Unpaid Class A-1A ARM Available Funds Cap Carryover Shortfall, and to the Class A-1B ARM Certificateholders, any Unpaid Class A-1B ARM Available Funds Cap Carryover Shortfall; or, if the Amount Available is less than the amount necessary to pay both such interest shortfalls, pro rata to the Class A-1A ARM Certificates and the Class A-1B ARM Certificates in accordance with their respective entitlements to such interest shortfalls; (15) if the Company or a wholly owned subsidiary of the Company is the Servicer, after payment of the amounts specified in clauses (1) through (14) above, to pay the Servicer the Monthly Servicing Fee with respect to the Loans; (16) after payment of the amounts specified in clauses (1) through (15) above, to reimburse the Servicer or the Trustee, as applicable, for any unreimbursed Advances made with respect to the Loans in respect of current or prior Payment Dates and to reimburse the Company for any unreimbursed Advances made pursuant to Section 8.02; (17) after payment of the amounts specified in clauses (1) through (16) above, to reimburse the Class C Certificateholders for expenses incurred by and reimbursable to them pursuant to Section 10.06; (18) after payment of the amounts specified in clauses (1) through (17) above, to reimburse the Company for any prior unreimbursed Class B-2 Guaranty Payments; (19) after payment of the amounts specified in clauses (1) through (18) above, to pay the Class B-2 Guaranty Fee to the Company; and (20) after payment of the amounts specified in clauses (1) through (19) above, to pay the remainder, if any, of the Amount Available to the Class C Master Certificateholder. If the Trustee shall not have received the applicable Monthly Report by any Payment Date, the Trustee shall, in accordance with this Section 8.04(b), distribute all funds then in the Certificate Account to Certificateholders, to the extent of such funds, on such Payment Date. c. Notwithstanding the priorities set forth above, any Pre-Funded Group I ARM Amount, Pre-Funded Group II ARM Amount or Pre-Funded Fixed Rate Amount deposited in the Certificate Account shall be applied solely to pay principal of the Class A-1A ARM Certificates, Class A-1B ARM Certificates or Class A-1 Certificates, respectively, and any amount withdrawn from the Capitalized Interest Account and deposited in the Certificate Account shall be applied solely as described in Section 8.07.

Permitted Withdrawals from the Certificate Account; Payments. a. (a) The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts Loans for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section 8.04(b), (c), (d) and (e); (ii. ) to pay to the Company Originator with respect to each Contract Loan or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.053.06, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the CompanyServicer's entitlement thereto is limited to collections or other recoveries on the related ContractLoan, the Servicer shall keep and maintain separate accounting, on a Contract Loan by Contract Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. (b) On each Payment Date, the Trustee shall apply make the Amount Available following deposits and distributions by 11:00 a.m. (as determined on New York time), to the immediately preceding Determination Date) in extent of the Certificate Account to make payment Interest Funds for such Payment Date and in the following order of priority: 1(i) Servicing Fee and Trustee Fee. if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to To pay the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.035.08 and the Trustee Fee; 2. to pay the Class A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1) of the definition of Class A Formula Distribution Amount to the Class A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class A Formula Distribution Amount to the Class A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class A Formula Distribution Amount to the Class A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; or, if the Amount Available is less than the Class A Formula Interest Distribution Amount, pro rata to each Class of Class A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class A Certificates; or, if the remaining Amount Available is less than the aggregate of the Unpaid Class A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class A Certificates based on the Unpaid Class A Interest Shortfall of each such Class;

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section Sections 8.04(b) and 8.04(d); (ii. ) to pay to the Company with respect to each Contract or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Contract by Contract basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Sub-Pool HI Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account to make payment in the following order of priority: 1. if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay pay, with respect to the Home Improvement Contracts, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; ; 2. to pay the Class HI: A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; or, if the Sub-Pool HI Amount Available is less than the amount necessary to pay all Class HI: A Formula Interest Distribution AmountAmounts, pro rata to each Class of Class HI: A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class HI: A Certificates; Certificates the amount, if any, of the Unpaid Class HI: A Interest Shortfall of such Class, or, if the remaining Sub-Pool HI Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class HI: A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class HI: A Certificates based on the Unpaid Class HI: A Interest Shortfall of each such Class;

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts Loans for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section 8.04(b); (ii. ) to pay to the Company Originator with respect to each Contract Loan or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.053.06, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the CompanyServicer's entitlement thereto is limited to collections or other recoveries on the related ContractLoan, the Servicer shall keep and maintain separate accounting, on a Contract Loan by Contract Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Amount Available (as determined on the immediately preceding Determination for such Payment Date) in the Certificate Account , to make payment in the following order of priority:, subject to Section 8.04(c) and the last sentence of this Section 8.04(b): (1. ) if neither the Company Conseco Finance Corp. nor a wholly owned subsidiary of the Company Originator is the Servicer, to pay the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; (2. ) to pay the Class A AF Formula Interest Distribution Amount to the Class AF Certificateholders as follows (and in the following order of priority):follows: (i) the amount in clause (a)(1a)(i) of the definition of Class A AF Formula Distribution Amount to the Class A-1 AF-1 Certificateholder; the amount in clause (a)(ii) of the definition of Class AF Formula Distribution Amount to the Class AF-2 Certificateholders; the amount in clause (a)(2a)(iii) of the definition of Class A AF Formula Distribution Amount to the Class A-2 AF-3 Certificateholders; the amount in clause (a)(3a)(iv) of the definition of Class A AF Formula Distribution Amount to the Class A-3 AF-4 Certificateholders; the amount in clause (a)(4a)(v) of the definition of Class A AF Formula Distribution Amount to the Class A-4 AF-5 Certificateholders; the amount in clause (a)(vi) of the definition of Class AF Formula Distribution Amount to the Class AF-6 Certificateholders; or, if the Amount Available is less than the amount necessary to pay all Class A AF Formula Interest Distribution AmountAmounts, pro rata to each Class of Class A AF Certificates pro rata in accordance with their its respective entitlements entitlement to interest; and (ii) to each Class of Class A Certificates; AF Certificates the amount, if any, of the Unpaid Class AF Interest Shortfall of such Class or, if the remaining Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class A AF Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class A AF Certificates based on the Unpaid Class A AF Interest Shortfall of each such Class; (3) after payment of the amounts specified in clauses (1) and (2) above, to the Class MF-1 Certificateholders the Class MF-1 Formula Interest Distribution Amount; (4) after payment of the amounts specified in clauses (1) through (3) above, to the Class MF-2 Certificateholders the Class MF-2 Formula Interest Distribution Amount; (5) after payment of the amounts specified in clauses (1) through (4) above, to the Class BF-1 Certificateholders the Class BF-1 Formula Interest Distribution Amount; (6) after payment of the amounts specified in clauses (1) through (5) above, to pay principal in respect of the Class AF Certificates as follows: (i) if there is a Class AF Principal Deficiency Amount for such Payment Date, the remaining Amount Available pro rata to each Class of Class AF Certificates based on the Class Principal Balance of each Class; and (ii) if there is no Class AF Principal Deficiency Amount for such Payment Date, the remaining Amount Available up to the Class AF Formula Principal Distribution Amount as follows: (A) if the remaining Amount Available is less than the Class AF Formula Principal Distribution Amount, then pro rata to each Class of Class AF Certificates based upon the amounts that would have been distributed pursuant to clause (B), below, had the remaining Amount Available been at least equal to the Class AF Formula Principal Distribution Amount; (B) if the remaining Amount Available is not less than the Class AF Formula Principal Distribution Amount, then (a) to the Class AF-6 Certificateholders, the Class AF-6 Lockout Principal Distribution Amount, if any; (b) to the Class AF-1 Certificateholders, any remaining Class AF Formula Principal Distribution Amount, but in no event more than is necessary to reduce the Class AF-1 Principal Balance to zero; (c) to the Class AF-2 Certificateholders, any remaining Class AF Formula Principal Distribution Amount, but in no event more than is necessary to reduce the Class AF-2 Principal Balance to zero; (d) to the Class AF-3 Certificateholders, any remaining Class AF Formula Principal Distribution Amount, but in no event more than is necessary to reduce the Class AF-3 Principal Balance to zero; (e) to the Class AF-4 Certificateholders, any remaining Class AF Formula Principal Distribution Amount, but in no event more than is necessary to reduce the Class AF-4 Principal Balance to zero; (f) to the Class AF-5 Certificateholders, any remaining Class AF Formula Principal Distribution Amount, but in no event more than is necessary to reduce the Class AF-5 Principal Balance to zero; and (g) to the Class AF-6 Certificateholders, any remaining Class AF Formula Principal Distribution Amount; (7) after payment of the amounts specified in clauses (1) through (6) above, to the Class MF-1 Certificateholders the Class MF-1 Formula Principal Distribution Amount; (8) after payment of the amounts specified in clauses (1) through (7) above, to the Class MF-2 Certificateholders the Class MF-2 Formula Principal Distribution Amount; (9) after payment of the amounts specified in clauses (1) through (8) above, to the Class BF-1 Certificateholders the Class BF-1 Formula Principal Distribution Amount; (10) after payment of the amounts specified in clauses (1) through (9) above, to the Class MF-1 Certificateholders the Class MF-1 Formula Liquidation Loss Interest Amount; (11) after payment of the amounts specified in clauses (1) through (10) above, to the Class MF-2 Certificateholders the Class MF-2 Formula Liquidation Loss Interest Amount; (12) after payment of the amounts specified in clauses (1) through (11) above, to the Class BF-1 Certificateholders the Class BF-1 Formula Liquidation Loss Interest Amount; (13) after payment of the amounts specified in clauses (1) through (12) above, to the Class BF-2 Certificateholders as follows: (i) the Class BF-2 Formula Interest Distribution Amount; and (ii) the Class BF-2 Formula Principal Distribution Amount; (14) if the Class Principal Balance of each class of Certificate has been reduced to zero, to the Class P Certificateholders until the Class P Principal Balance is reduced to zero; (15) if Conseco Finance Corp. or a wholly owned subsidiary of Conseco Finance Corp. is the Servicer, after payment of the amounts specified in clauses (1) through (14) above, to pay the Servicer the Monthly Servicing Fee; (16) after payment of the amounts specified in clauses (1) through (15) above, to reimburse the Servicer or the Trustee, as applicable, for any unreimbursed Advances made with respect to the Loans in respect of current or prior Payment Dates; (17) if such Payment Date is on or after the Additional Principal Entitlement Date, then, pursuant to Section 8.06(f), after payment of the amounts specified in clauses (1) through (16) above, the Additional Principal Distribution Amount to the Certificates as payment of principal in the following order of priority, and in no case in excess of the Class Principal Balance of any Class of Certificates: (i) first to the Class AF-6 Certificates until paid in full; (ii) then to the Class AF Certificates, pro rata based upon the Class Principal Balance of each outstanding Class of Class AF Certificates until paid in full; (iii) then to the Class MF-1, Class MF-2, Class BF-1 and Class BF-2 Certificates, pro rata based on the Class Principal Balance of each such Class, until paid in full; (18) after payment of the amounts specified in clauses (1) through (17) above, to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it pursuant to Section 10.06; (19) after payment of the amounts specified in clauses (1) through (18) above, to reimburse the Guarantor for any prior unreimbursed Class BF-2 Guaranty Payments; (20) after payment of the amounts specified in clauses (1) through (19) above, to pay the Class BF-2 Guaranty Fee to the Guarantor; and (21) after payment of the amounts specified in clauses (1) through (20) above, to pay the remainder, if any, of the Amount Available to the Class C Certificateholder. If the Trustee shall not have received the applicable Monthly Report by any Payment Date, the Trustee shall, in accordance with this Section 8.04(b), distribute all funds then in the Certificate Account to Certificateholders, to the extent of such funds, on such Payment Date. c. Notwithstanding the priorities set forth above, any Pre-Funded Amount deposited in the Certificate Account shall be applied solely to pay principal of the Class AF Certificates until reduced to zero, then to the Class MF-1, Class MF-2 and Class BF-1 Certificates in that order of priority, and any amount withdrawn from the Capitalized Interest Account and deposited in the Certificate Account shall be applied solely as described in Section 8.07. d. On each Payment Date, the Trustee will pay to the Class P Certificateholder all Prepayment Charges included in the Certificate Account for such Payment Date.

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts Loans for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section 8.04(b); (ii. ) to pay to the Company with respect to each Contract Loan or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related ContractLoan, the Servicer shall keep and maintain separate accounting, on a Contract Loan by Contract Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account for such Payment Date to make payment in the following order of priority:, subject to Section 8.04(c) and the last sentence of this Section 8.04(b): (1. ) if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay pay, with respect to the Loans, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; (2. ) to pay the Class A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1) of the definition of Class A Formula Distribution Amount to the Class A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class A Formula Distribution Amount to the Class A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class A Formula Distribution Amount to the Class A-3 Certificateholders; and the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; or, if the Amount Available is less than the amount necessary to pay all of the amounts specified in clause (1) of the definition of Class A Formula Interest Distribution Amount, pro rata to each Class of Class A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class A Certificates; Certificates the amount, if any, of the Unpaid Class A Interest Shortfall of such Class or, if the remaining Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class A Certificates based on the Unpaid Class A Interest Shortfall of each such Class; (3) after payment of the amounts specified in clauses (1) and (2) above, to the Class M-1 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class M-1 Formula Distribution Amount; and (ii) any Unpaid Class M-1 Interest Shortfall; (4) after payment of the amounts specified in clauses (1) through (3) above, to the Class M-2 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class M-2 Formula Distribution Amount; and (ii) any Unpaid Class M-2 Interest Shortfall; (5) after payment of the amounts specified in clauses (1) through (4) above, to the Class B-1 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class B-1 Formula Distribution Amount; and (ii) any Unpaid Class B-1 Interest Shortfall; (6) after payment of the amounts specified in clauses (1) through (5) above, to pay principal in respect of the Class A Certificates as follows: (i) if there is a Class A Principal Deficiency Amount for such Payment Date, the remaining Amount Available, pro rata to each Class of Class A Certificates based on the Class Principal Balance of each Class (but in no event shall such amount for any Class exceed the Class Principal Balance of any such Class); and (ii) if there is no Class A Principal Deficiency Amount for such Payment Date, and if such Payment Date is on or prior to the Class A-4 Cross-over Date, the Senior Percentage of the Formula Principal Distribution Amount as follows: (a) if such Payment Date is on or prior to the Class A-1 Crossover Date, to the Class A-1 Certificateholders, but in no event more than is necessary to reduce the Class A-1 Principal Balance to zero; (b) if such Payment Date is on or after the Class A-1 Cross-over Date, but on or prior to the Class A-2 Cross-over Date, to the Class A-2 Certificateholders, but in no event more than is necessary to reduce the Class A-2 Principal Balance to zero; (c) if such Payment Date is on or after the Class A-2 Cross-over Date, but on or prior to the Class A-3 Cross-over Date, to the Class A-3 Certificateholders, but in no event more than is necessary to reduce the Class A-3 Principal Balance to zero and; (d) if such Payment Date is on or after the Class A-3 Cross-over Date, but on or prior to the Class A-4 Cross-over Date, to the Class A-4 Certificateholders, but in no event more than is necessary to reduce the Class A-4 Principal Balance to zero; (7) after payment of the amounts specified in clauses (1) through (6) above, to the Class M-1 Certificateholders, the amount in clause (c) of the definition of Class M-1 Formula Distribution Amount; (8) after payment of the amounts specified in clauses (1) through (7) above, to the Class M-2 Certificateholders, the amount in clause (c) of the definition of Class M-2 Formula Distribution Amount; (9) after payment of the amounts specified in clauses (1) through (8) above, to the Class B-1 Certificateholders, the amount in clause (c) of the definition of Class B-1 Formula Distribution Amount; (10) after payment of the amounts specified in clauses (1) through (9) above, to the Class M-1 Certificateholders as follows (and in the following order of priority): (i) any Class M-1 Liquidation Loss Interest Amount; and (ii) any Unpaid Class M-1 Liquidation Loss Interest Shortfall; (11) after payment of the amounts specified in clauses (1) through (10) above, to the Class M-2 Certificateholders as follows (and in the following order of priority): (i) any Class M-2 Liquidation Loss Interest Amount; and (ii) any Unpaid Class M-2 Liquidation Loss Interest Shortfall; (12) after payment of the amounts specified in clauses (1) through (11) above, to the Class B-1 Certificateholders as follows (and in the following order of priority): (i) any Class B-1 Liquidation Loss Interest Amount; and (ii) any Unpaid Class B -1 Liquidation Loss Interest Shortfall; (13) after payment of the amounts specified in clauses (1) through (12) above, to the Class B-2 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class B-2 Formula Distribution Amount; (ii) any Unpaid Class B-2 Interest Shortfall; and (iii) the amount in clause (c) of the definition of Class B-2 Formula Distribution Amount; (14) [RESERVED] (15) if the Company or a wholly owned subsidiary of the Company is the Servicer, after payment of the amounts specified in clauses (1) through (14) above, to pay the Servicer the Monthly Servicing Fee with respect to the Loans; (16) after payment of the amounts specified in clauses (1) through (15) above, to reimburse the Trustee or any successor Servicer for any payments of FHA Insurance Premiums in respect of FHA-Insured Loans not paid by the Company and for which the Trustee or such successor Servicer has not been reimbursed by the Company; (17) after payment of the amounts specified in clauses (1) through (16) above, to reimburse the Servicer or the Trustee, as applicable, for any unreimbursed Advances made with respect to the Loans in respect of current or prior Payment Dates and to reimburse the Company for any unreimbursed Advances made pursuant to Section 8.02; (18) after payment of the amounts specified in clauses (1) through (17) above, to reimburse the Class C Certificateholders for expenses incurred by and reimbursable to them pursuant to Section 10.06; (19) after payment of the amounts specified in clauses (1) through (18) above, to reimburse the Company for any prior unreimbursed Class B-2 Guaranty Payments; (20) after payment of the amounts specified in clauses (1) through (19) above, to pay the Class B-2 Guaranty Fee to the Company; and (21) after payment of the amounts specified in clauses (1) through (20) above, to pay the remainder, if any, of the Amount Available to the Class C Certificateholders. If the Trustee shall not have received the applicable Monthly Report by any Payment Date, the Trustee shall, in accordance with this Section 8.04(b), distribute all funds then in the Certificate Account to Certificateholders, to the extent of such funds, on such Payment Date. c. Notwithstanding the priorities set forth above, any Pre-Funded Amount deposited in the Certificate Account shall be applied solely to pay principal of the Class A-1 Certificates, and any amount withdrawn from the Capitalized Interest Account and deposited in the Certificate Account shall be applied solely as described in Section 8.07.

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section Sections 8.04(b) and 8.04(d); (ii. ) to pay to the Company with respect to each Contract or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Contract by Contract basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Sub-Pool HI Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account to make payment in the following order of priority:, subject to the last sentence of this Section 8.04(b): (1. ) if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay pay, with respect to the Home Improvement Contracts, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; (2. ) to pay the Class HI: A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1a) (1) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; or, if the Sub-Pool HI Amount Available is less than the amount necessary to pay all Class HI: A Formula Interest Distribution AmountAmounts, pro rata to each Class of Class HI: A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class HI: A Certificates; Certificates the amount, if any, of the Unpaid Class HI: A Interest Shortfall of such Class, or, if the remaining Sub-Pool HI Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class HI: A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class HI: A Certificates based on the Unpaid Class HI: A Interest Shortfall of each such Class; (3) after payment of the amounts specified in clauses (1) and (2) above, to pay principal in respect of the Class HI: A Certificates as follows: (i) if there is a Class HI: A Liquidation Loss Principal Amount as to such Payment Date, the remaining Sub- Pool HI Amount Available, pro rata to each Class of Class HI: A Certificates based on the Class Principal Balance of each Class (but in no event shall such amount exceed the Class Principal Balance of any such Class); and (ii) if there is no Class HI: A Liquidation Loss Principal Amount as to such Payment Date: (A) if such Payment Date is on or prior to the Class HI: A-1 Cross-over Date, the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to the Class HI: A-1 Certificateholders, but in no event more than is necessary to reduce the Class HI: A-1 Principal Balance to zero; (B) if such Payment Date is on or after the Class HI: A-1 Cross-over Date, but on or prior to the Class HI: A-2 Cross-over Date, the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to the Class HI: A-2 Certificateholders (reduced, if such Payment Date is on the Class HI: A-1 Cross-over Date, by that portion of the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to be distributed to the Class HI: A-1 Certificateholders on such date in accordance with clause (A) above), but in no event more than is necessary to reduce the Class HI: A-2 Principal Balance to zero; and (C) if such Payment Date is on or after the Class HI: A-2 Cross-over Date, but on or prior to the Class HI: A-3 Cross-over Date, the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to the Class HI: A-3 Certificateholders (reduced, if such Payment Date is on the Class HI: A-2 Cross-over Date, by that portion of the Sub-Pool HI Senior Percentage of the Sub-Pool HI Formula Principal Distribution Amount to be distributed to the Class HI: A-2 Certificateholders on such date in accordance with clause (B) above), but in no event more than is necessary to reduce the Class HI: A-3 Principal Balance to zero. (4) after payment of the amounts specified in clauses (1) through (3) above, to the Class HI: M-1 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class HI: M-1 Formula Distribution Amount;

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee may, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts for the following purposes: i. to make payments in the amounts and in the manner provided for in Section 8.04(b); ii. to pay to the Company with respect to each Contract or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; iii. to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; iv. to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Contract by Contract basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account to make payment in the following order of priority: 1. if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; ; 2. to pay the Class A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1) of the definition of Class A Formula Distribution Amount to the Class A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class A Formula Distribution Amount to the Class A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class A Formula Distribution Amount to the Class A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; or, if the Amount Available is less than the Class A Formula Interest Distribution Amount, pro rata to each Class of Class A Certificates in accordance with their respective entitlements to interest; and (ii) the Unpaid Class A Interest Shortfall, to each Class of Class A Certificates; Certificates in the amount, if any, of the Class A Interest Shortfall of such Class, or, if the remaining Amount Available is less than the aggregate of the Unpaid Class A Interest Shortfalls, if any, Shortfall with respect to each Class of Class A Certificates, pro rata to each Class of Class A Certificates based on the Unpaid Class A Interest Shortfall of each such Class;

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section Sections 8.04(b) and 8.04(d); (ii. ) to pay to the Company with respect to each Contract or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Contract by Contract basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Sub-Pool HI Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account to make payment in the following order of priority: 1. if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay pay, with respect to the Home Improvement Contracts, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; ; 2. to pay the Class HI: A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1a) (1) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; or, if the Sub-Pool HI Amount Available is less than the amount necessary to pay all Class HI: A Formula Interest Distribution AmountAmounts, pro rata to each Class of Class HI: A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class HI: A Certificates; Certificates the amount, if any, of the Unpaid Class HI: A Interest Shortfall of such Class, or, if the remaining Sub-Pool HI Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class HI: A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class HI: A Certificates based on the Unpaid Class HI: A Interest Shortfall of each such Class;

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section Sections 8.04(b) and 8.04(c); (ii. ) to pay to the Company with respect to each Contract or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Contract by Contract basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Sub-Pool HI Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account to make payment in the following order of priority:, subject to the last sentence of this Section 8.04(b): (1. ) if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay pay, with respect to the Home Improvement Contracts, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; ; (2. ) to pay the Class HI: A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; or, if the Sub-Pool HI Amount Available is less than the amount necessary to pay all Class HI: A Formula Interest Distribution AmountAmounts, pro rata to each Class of Class HI: A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class HI: A Certificates; Certificates the amount, if any, of the Unpaid Class HI: A Interest Shortfall of such Class, or, if the remaining Sub-Pool HI Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class HI: A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class HI: A Certificates based on the Unpaid Class HI: A Interest Shortfall of each such Class;

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section Sections 8.04(b) and 8.04(c); (ii. ) to pay to the Company with respect to each Contract or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.05, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related Contract, the Servicer shall keep and maintain separate accounting, on a Contract by Contract basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Sub-Pool HI Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account to make payment in the following order of priority:, subject to the last sentence of this Section 8.04(b): (1. ) if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to pay pay, with respect to the Home Improvement Contracts, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; (2. ) to pay the Class HI: A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1a) (1) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-1 Certificateholders; the amount in clause (a)(2) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-4 Certificateholders; the amount in clause (a)(5) of the definition of Class HI: A Formula Distribution Amount to the Class HI: A-5 Certificateholders; or, if the Sub-Pool HI Amount Available is less than the amount necessary to pay all Class HI: A Formula Interest Distribution AmountAmounts, pro rata to each Class of Class HI: A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class HI: A Certificates; Certificates the amount, if any, of the Unpaid Class HI: A Interest Shortfall of such Class, or, if the remaining Sub-Pool HI Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class HI: A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class HI: A Certificates based on the Unpaid Class HI: A Interest Shortfall of each such Class; (3) after payment of the amounts specified in clauses (1) and (2) above, to the Class HI: M-1 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class HI: M-1 Formula Distribution Amount; and

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts Loans for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section 8.04(b); (ii. ) to pay to the Company Originator with respect to each Contract Loan or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.053.06, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the CompanyServicer's entitlement thereto is limited to collections or other recoveries on the related ContractLoan, the Servicer shall keep and maintain separate accounting, on a Contract Loan by Contract Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Amount Available (as determined on the immediately preceding Determination for such Payment Date) , less any Prepayment Charges included in the Certificate Account Amount Available, to make payment in the following order of priority:, subject to Section 8.04(c) and the last sentence of this Section 8.04(b): (1. ) if neither the Company Conseco Finance Corp. nor a wholly owned subsidiary of the Company Originator is the Servicer, to pay pay, with respect to the Loans, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; (2. ) to pay the Class A Formula Interest Distribution Amount to the Class A Certificateholders as follows (and in the following order of priority):follows: (i) the amount in clause (a)(1) of the definition of Class A Formula Distribution Amount to the Class A-1 AV-1 Certificateholders; the amount in clause (a)(2) of the definition of Class A Formula Distribution Amount ), to the Class A-2 AV-2 Certificateholders; the amount in clause (a)(3) of the definition of Class A Formula Distribution Amount ), to the Class A-3 AF-1 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount ), to the Class A-4 AF-2 Certificateholders; the amount in clause (a)(5), to the Class AF-3 Certificateholders; the amount in clause (a)(6), to the Class AF-4 Certificateholders; the amount in clause (a)(7), to the Class AF-5 Certificateholders; the amount in clause (a)(8), to the Class AF-6 Certificateholders; and the amount in clause (a)(9), to the Class A-IO Certificateholders; or, if the Amount Available is less than the amount necessary to pay all Class A Formula Interest Distribution AmountAmounts, pro rata to each Class of Class A Certificates pro rata in accordance with their its respective entitlements entitlement to interest; and (ii) to each Class of Class A Certificates; Certificates the amount, if any, of the Unpaid Class A Interest Shortfall of such Class or, if the remaining Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class A Certificates based on the Unpaid Class A Interest Shortfall of each such Class; (3) after payment of the amounts specified in clauses (1) and (2) above, to the Class M-1 Certificateholders as follows: (i) the amount in clause (a)(1) of the definition of Class M-1 Formula Distribution Amount to the Class MF-1 Certificateholders and the amount in clause (a)(2) to the Class MV-1 Certificateholders; or, if the remaining Amount Available is less than the amount necessary to pay all Class M-1 Formula Interest Distribution Amounts, to each Class of Class M-1 Certificates pro rata in accordance with its respective entitlement to interest; and (ii) to each Class of Class M-1 Certificates the amount, if any, of the Unpaid Class M-1 Interest Shortfall of such Class or, if the remaining Amount Available is less than the amount necessary to pay all Unpaid Class M-1 Interest Shortfalls, pro rata to each Class of Class M-1 Certificates based on the Unpaid Class M-1 Interest Shortfall of each such Class; (4) after payment of the amounts specified in clauses (1) through (3) above, to the Class M-2 Certificateholders as follows: (i) the amount in clause (a)(1) of the definition of Class M-2 Formula Distribution Amount to the Class MF-2 Certificateholders and the amount in clause (a)(2) to the Class MV-2 Certificateholders; or, if the remaining Amount Available is less than the amount necessary to pay all Class M-2 Formula Interest Distribution Amounts, to each Class of Class M-2 Certificates pro rata in accordance with its respective entitlement to interest; and (ii) to each Class of Class M-2 Certificates the amount, if any, of the Unpaid Class M-2 Interest Shortfall of such Class or, if the remaining Amount Available is less than the amount necessary to pay all Unpaid Class M-2 Interest Shortfalls, pro rata to each Class of Class M-2 Certificates based on the Unpaid Class M-2 Interest Shortfall of each such Class; (5) after payment of the amounts specified in clauses (1) through (4) above, to the Class B-1 Certificateholders as follows: (i) the amount in clause (a)(1) of the definition of Class B-1 Formula Distribution Amount to the Class BF-1 Certificateholders and the amount in clause (a)

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts Loans for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section 8.04(b); (ii. ) to pay to the Company Originator with respect to each Contract Loan or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.053.06, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the CompanyServicer's entitlement thereto is limited to collections or other recoveries on the related ContractLoan, the Servicer shall keep and maintain separate accounting, on a Contract Loan by Contract Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account for such Payment Date to make payment in the following order of priority:, subject to Section 8.04(c) and the last sentence of this Section 8.04(b): (1. ) if neither the Company Green Tree Financial Corporation nor a wholly owned subsidiary of the Company Originator is the Servicer, to pay pay, with respect to the Loans, the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; (2. ) to pay the Class A Formula Interest Distribution Amount as follows (and in the following order of priority): (i) the amount in clause (a)(1) of the definition of Class A Formula Distribution Amount to the Class A-1 A-1A ARM Certificateholders; the amount in clause (a)(2) of the definition of Class A Formula Distribution Amount to the Class A-2 A-1B ARM Certificateholders; the amount in clause (a)(3) of the definition of Class A Formula Distribution Amount to the Class A-3 A-1 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-2 Certificateholders; the amount in clause (a)(5) of the definition of Class A Formula Distribution Amount to the Class A-3 Certificateholders; the amount in clause (a)(6) of the definition of Class A Formula Distribution Amount to the Class A-3A Certificateholders; and the amount in clause (a)(7) of the definition of Class A Formula Distribution Amount to the Class A-4 IO Certificateholders; or, if the Amount Available is less than the amount necessary to pay all Class A Formula Interest Distribution AmountAmounts, (x) to the Class A-3A Certificateholders to the extent of principal and interest collections on the Group II Fixed Rate Loans, and (y) to the other Class A Certificates to the extent of principal and interest collections on all other Loans, and among such other Class A Certificates, pro rata to each Class of Class A Certificates in accordance with their respective entitlements to interest; and (ii) to each Class of Class A Certificates; Certificates the amount, if any, of the Unpaid Class A Interest Shortfall of such Class or, if the remaining Amount Available is less than the aggregate of the amount necessary to pay all Unpaid Class A Interest Shortfalls, if any, with respect to each Class of Class A Certificates, pro rata to each Class of Class A Certificates based on the Unpaid Class A Interest Shortfall of each such Class; (3) after payment of the amounts specified in clauses (1) and (2) above, to the Class M-1 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class M-1 Formula Distribution Amount; and (ii) any Unpaid Class M-1 Interest Shortfall; (4) after payment of the amounts specified in clauses (1) through (3) above, to the Class M-2 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class M-2 Formula Distribution Amount; and (ii) any Unpaid Class M-2 Interest Shortfall; (5) after payment of the amounts specified in clauses (1) through (4) above, to the Class B-1 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class B-1 Formula Distribution Amount; and (ii) any Unpaid Class B-1 Interest Shortfall; (6) after payment of the amounts specified in clauses (1) through (5) above, to pay principal in respect of the Class A Certificates as follows: (i) if there is a Class A Principal Deficiency Amount for such Payment Date, the remaining Amount Available (x) to the Class A-3A Certificateholders to the extent of principal and interest collections on the Group II Fixed Rate Loans, and (y) to the other Class A Certificates to the extent of principal and interest collections on all other Loans, and among such other Class A Certificates; and (ii) if there is no Class A Principal Deficiency Amount for such Payment Date, the remaining Amount Available up to the Class A Formula Principal Distribution Amount as follows: (A) if the remaining Amount Available is less than the Class A Formula Principal Distribution Amount, then (x) to the Class A-3A Certificateholders to the extent of principal and interest collections on the Group II Fixed Rate Loans, and (y) to the other Class A Certificates to the extent of principal and interest collections on all other Loans, and among such other Class A Certificates, pro rata to each Class of Class A Certificates (other than the Class A-3A and Class A-4 IO Certificates) based upon the amounts that would have been distributed pursuant to clause (B), below, had the remaining Amount Available been equal to the Class A Formula Principal Distribution Amount; (B) if the remaining Amount Available is not less than the Class A Formula Principal Distribution Amount, then (a) (i) to the Class A-1A ARM Certificateholders, the Group I ARM Formula Principal Distribution Amount, and (ii) to the Class A-1B ARM Certificateholders, the Group II ARM Formula Principal Distribution Amount; (b) to the Class A-3A Certificates, the Group II Fixed Formula Principal Distribution Amount; (c) if such Payment Date is on or prior to the Class A-1 Cross-over Date, to the Class A-1 Certificateholders, the Senior Percentage of the Formula Principal Distribution Amount, but in no event more than is necessary to reduce the Class A-1 Principal Balance to zero; (d) if such Payment Date is on or after the Class A-1 Cross-over Date, but on or prior to the Class A-2 Cross-over Date, to the Class A-2 Certificateholders, the Senior Percentage of the Formula Principal Distribution Amount, and minus any amounts paid to the Class A-1 Certificateholders on such Payment Date pursuant to clause (c) above, but in no event more than is necessary to reduce the Class A-2 Principal Balance to zero; (e) if such Payment Date is on or after the Class A-2 Cross-over Date, but on or prior to the Class A-3 Cross-over Date, to the Class A-3 Certificateholders, the Senior Percentage of the Formula Principal Distribution Amount and minus any amounts paid to the Class A-1 and Class A-2 Certificateholders on such Payment Date pursuant to clauses (c) and (d) above, but in no event more than is necessary to reduce the Class A-3 Principal Balance to zero; (f) if such Payment Date is on or after the Payment Date on which the Class A-1, A-2 and A-3 Certificates have been paid in full to the Class A-1A ARM Certificateholder, a pro rata portion (based on the Class A-1A ARM Principal Balance as a percentage of the sum of the Class A-1A ARM Principal Balance and the Class A-1B ARM Principal Balance) of the Senior Percentage times (a) the sum of the amounts described in clauses (a) through (e) of the definition of Formula Principal Distribution Amount over the sum of (x) the amounts described in clauses (B)(i) through (iv) of the definition of the Group I ARM Formula Principal Distribution Amount and (y) the amounts described in clauses (B)(i) through (iv) of the definition of the Group II ARM Formula Principal Distribution Amount, less (b) the amount, if any, to be distributed in payment of principal on the Class A-1, A- 2 and A-3 Certificates on such Payment Date; and (g) if such Payment Date is on or after the Payment Date on which the Class A-1, A-2 and A-3 Certificates (other than the Class A-1A ARM Certificates and the Class A-1B ARM Certificates) have been paid in full, the allocable portion (based on the Class A-1B ARM Principal Balance as a percentage of the sum of the Class A-1A ARM Principal Balance and the Class A-1B ARM Principal Balance) of the Senior Percentage times (a) the sum of the amounts described in clauses (a) through (e) of the definition of Formula Principal Distribution Amount over the sum of (x) the amounts described in clauses (B)(i) through (iv) of the definition of the Group I ARM Formula Principal Distribution Amount and (y) the amounts described in clauses (B)(i) through (iv) of the definition of the Group II ARM Formula Principal Distribution Amount, less (b) the amount, if any, to be distributed in payment of principal on the Class A-1, A-2 and A-3 Certificates on such Payment Date; (7) after payment of the amounts specified in clauses (1) through (6) above, to the Class M-1 Certificateholders, the amount in clause (c) of the definition of Class M-1 Formula Distribution Amount; (8) after payment of the amounts specified in clauses (1) through (7) above, to the Class M-2 Certificateholders, the amount in clause (c) of the definition of Class M-2 Formula Distribution Amount; (9) after payment of the amounts specified in clauses (1) through (8) above, to the Class B-1 Certificateholders, the amount in clause (c) of the definition of Class B-1 Formula Distribution Amount; (10) after payment of the amounts specified in clauses (1) through (9) above, to the Class M-1 Certificateholders as follows (and in the following order of priority): (i) any Class M-1 Liquidation Loss Interest Amount; and (ii) any Unpaid Class M-1 Liquidation Loss Interest Shortfall; (11) after payment of the amounts specified in clauses (1) through (10) above, to the Class M-2 Certificateholders as follows (and in the following order of priority): (i) any Class M-2 Liquidation Loss Interest Amount; and (ii) any Unpaid Class M-2 Liquidation Loss Interest Shortfall; (12) after payment of the amounts specified in clauses (1) through (11) above, to the Class B-1 Certificateholders as follows (and in the following order of priority): (i) any Class B-1 Liquidation Loss Interest Amount; and (ii) any Unpaid Class B-1 Liquidation Loss Interest Shortfall; (13) after payment of the amounts specified in clauses (1) through (12) above, to the Class B-2 Certificateholders as follows (and in the following order of priority): (i) the amount in clause (a) of the definition of Class B-2 Formula Distribution Amount; (ii) any Unpaid Class B-2 Interest Shortfall; and (iii) the amount in clause (c) of the definition of Class B-2 Formula Distribution Amount; (14) after payment of the amounts specified in clauses (1) through (13) above, to the Class A-1A ARM Certificateholders and Class A-1B ARM Certificateholders as follows: to the Class A-1A ARM Certificateholders, any Class A-1A ARM Available Funds Limitation Interest Amount, and to the Class A-1B ARM Certificateholders, any Class A-1B ARM Available Funds Limitation Interest Amount; or, if the Amount Available is less than the amount necessary to pay both such interest amounts, pro rata to the Class A-1A ARM Certificates and the Class A-1B ARM Certificates in accordance with their respective entitlements to such interest amounts; (15) if Green Tree Financial Corporation or a wholly owned subsidiary of Green Tree Financial Corporation is the Servicer, after payment of the amounts specified in clauses (1) through (14) above, to pay the Servicer the Monthly Servicing Fee with respect to the Loans; (16) after payment of the amounts specified in clauses (1) through (15) above, to reimburse the Servicer or the Trustee, as applicable, for any unreimbursed Advances made with respect to the Loans in respect of current or prior Payment Dates and to reimburse the Obligor for any unreimbursed Advances made pursuant to Section 8.02; (17) if such Payment Date is on or after the Payment Date on which the Class C Certificateholder (or its assignee) may purchase the Loans as provided in Section 8.06 and the ClassC Certificateholder has not delivered to the Trustee the notice of its purchase option as provided in Section 8.06(b), then, pursuant to Section 8.06(f), after payment of the amounts specified in clauses (1) through (16) above, to the Class M-1, Class M-2, Class B-1 and Class B-2 Certificates, the Additional Principal Distribution Amount, allocated among such classes pro rata based upon the outstanding Principal Balance of each such Class on such Payment Date; (18) after payment of the amounts specified in clauses (1) through (17) above, to reimburse the Class C Certificateholders for expenses incurred by and reimbursable to them pursuant to Section 10.06; (19) after payment of the amounts specified in clauses (1) through (18) above, to reimburse the Guarantor for any prior unreimbursed Class B-2 Guaranty Payments; (20) after payment of the amounts specified in clauses (1) through (19) above, to pay the Class B-2 Guaranty Fee to the Guarantor; and (21) after payment of the amounts specified in clauses (1) through (20) above, to pay the remainder, if any, of the Amount Available to the Class C Master Certificateholder. If the Trustee shall not have received the applicable Monthly Report by any Payment Date, the Trustee shall, in accordance with this Section 8.04(b), distribute all funds then in the Certificate Account to Certificateholders, to the extent of such funds, on such Payment Date. c. Notwithstanding the priorities set forth above, any Pre-Funded Group I ARM Amount, Pre-Funded Group II ARM Amount or Pre-Funded Group I Fixed Rate Amount deposited in the Certificate Account shall be applied solely to pay principal of the Class A-1A ARM Certificates, Class A-1B ARM Certificates or Class A-1 Certificates, respectively, and any amount withdrawn from the Capitalized Interest Account and deposited in the Certificate Account shall be applied solely as described in Section 8.07.

Permitted Withdrawals from the Certificate Account; Payments. a. The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts Loans for the following purposes: i. (i) to make payments in the amounts and in the manner provided for in Section 8.04(b); (ii. ) to pay to the Company Originator with respect to each Contract Loan or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.053.06, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; (iii. ) to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed, to the extent such reimbursement is permitted pursuant to Section 5.08; (iv. ) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or v. (v) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, in connection with withdrawals pursuant to clause (iii), the CompanyServicer's entitlement thereto is limited to collections or other recoveries on the related ContractLoan, the Servicer shall keep and maintain separate accounting, on a Contract Loan by Contract Loan basis, for the purpose of justifying any withdrawal from the Certificate Account pursuant to such clause. b. On each Payment Date, the Trustee shall apply the Amount Available (as determined on the immediately preceding Determination Date) in the Certificate Account for such Payment Date to make payment in the following order of priority:, subject to Section 8.04(c) and the last sentence of this Section 8.04(b): (1. ) if neither the Company Conseco Finance Corp. nor a wholly owned subsidiary of the Company Originator is the Servicer, to pay the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; (2. ) to pay the Class A AV Formula Interest Distribution Amount to the Class AV Certificateholders; (3) after payment of the amounts specified in clauses (1) and (2) above, to the Class MV-1 Certificateholders the Class MV-1 Formula Interest Distribution Amount; (4) after payment of the amounts specified in clauses (1) through (3) above, to the Class MV-2 Certificateholders the Class MV-2 Formula Interest Distribution Amount; (5) after payment of the amounts specified in clauses (1) through (4) above, to the Class BV-1 Certificateholders the Class BV-1 Formula Interest Distribution Amount; (6) after payment of the amounts specified in clauses (1) through (5) above, to pay principal in respect of the Class AV Certificates as follows follows: (i) if there is a Class AV Principal Deficiency Amount for such Payment Date, the remaining Amount Available to the Class AV Certificates; and (ii) if there is no Class AV Principal Deficiency Amount for such Payment Date, the remaining Amount Available up to the Class AV Formula Principal Distribution Amount; (7) after payment of the amounts specified in clauses (1) through (6) above, to the Class MV-1 Certificateholders the Class MV-1 Formula Principal Distribution Amount. (8) after payment of the amounts specified in clauses (1) through (7) above, to the Class MV-2 Certificateholders the Class MV-2 Formula Principal Distribution Amount. (9) after payment of the amounts specified in clauses (1) through (8) above, to the Class BV-1 Certificateholders the Class BV-1 Formula Principal Distribution Amount. (10) after payment of the amounts specified in clauses (1) through (9) above, to the Class MV-1 Certificateholders as follows: (i) any Class MV-1 Liquidation Loss Interest Amount; and (ii) any Unpaid Class MV-1 Liquidation Loss Interest Shortfall; (11) after payment of the amounts specified in clauses (1) through (10) above, to the Class MV-2 Certificateholders as follows: (i) any Class MV-2 Liquidation Loss Interest Amount; and (ii) any Unpaid Class MV-2 Liquidation Loss Interest Shortfall; (12) after payment of the amounts specified in clauses (1) through (11) above, to the Class BV-1 Certificateholders as follows: (i) any Class BV-1 Liquidation Loss Interest Amount; and (ii) any Unpaid Class BV-1 Liquidation Loss Interest Shortfall; (13) after payment of the amounts specified in clauses (1) through (12) above, to the Class BV-2 Certificateholders as follows: (i) the Class BV-2 Formula Interest Distribution Amount; and (ii) the Class BV-2 Formula Principal Distribution Amount; (14) after payment of the amounts specified in clauses (1) through (13) above, from amounts otherwise payable to the Guarantor under clauses (19) and (22) below, to the Available Funds Cap Carryover Reserve Account in respect of payments described in Section 8.09, the Available Funds Cap Carryover Amount, if any, and/or an amount, if any, sufficient to replenish the Available Funds Cap Carryover Reserve Account to $10,000; (15) if Conseco Finance Corp. or a wholly owned subsidiary of Conseco Finance Corp. is the Servicer, after payment of the amounts specified in clauses (1) through (14) above, to pay the Servicer the Monthly Servicing Fee. (16) after payment of the amounts specified in clauses (1) through (15) above, to reimburse the Servicer or the Trustee, as applicable, for any unreimbursed Advances made with respect to the Loans in respect of current or prior Payment Dates; (17) if such Payment Date is on or after the Additional Principal Entitlement Date, then, pursuant to Section 8.06(f), after payment of the amounts specified in clauses (1) through (16) above, the Additional Principal Distribution Amount to the Certificates as payment of principal in the following order of priority):, and in no case in excess of the Class Principal Balance of any Class of Certificates: (i) the amount in clause (a)(1) of the definition of Class A Formula Distribution Amount first to the Class A-1 Certificateholders; the amount AV Certificates until paid in clause (a)(2) of the definition of Class A Formula Distribution Amount to the Class A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class A Formula Distribution Amount to the Class A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; or, if the Amount Available is less than the Class A Formula Interest Distribution Amount, pro rata to each Class of Class A Certificates in accordance with their respective entitlements to interest; andfull; (ii) then to each the Class of MV-1, Class A Certificates; orMV-2, if the remaining Amount Available is less than the aggregate of the Unpaid Class A Interest Shortfalls, if any, with respect to each BV-1 and Class of Class A BV-2 Certificates, pro rata to each Class of Class A Certificates based on the Unpaid Class A Interest Shortfall Principal Balance of each such Class, until paid in full. (18) after payment of the amounts specified in clauses (1) through (17) above, to reimburse the Class C Certificateholder for expenses incurred by and reimbursable to it pursuant to Section 10.06; (19) after payment of the amounts specified in clauses (1) through (18) above, to reimburse the Guarantor for any prior unreimbursed Class BV-2 Guaranty Payments; (20) after payment of the amounts specified in clauses (1) through (19) above, if the Payment Date is after the Prepayment Term and the Class Principal Balance of each class of Certificate has been reduced to zero, to the Class P Certificateholders until the Class P Principal Balance is reduced to zero;

Permitted Withdrawals from the Certificate Account; Payments. a. (a) The Trustee mayshall, from time to time as provided herein, make withdrawals from the Certificate Account of amounts deposited in said account pursuant to Section 5.05 that are attributable to the Contracts Loans for the following purposes: i. to make payments in the amounts and in the manner provided for in Section 8.04(b); ii. (i) to pay to the Company Originator with respect to each Contract Loan or property acquired in respect thereof that has been repurchased or replaced pursuant to Section 3.053.06, all amounts received thereon and not required to be distributed to Certificateholders as of the date on which the related Scheduled Principal Balance or Repurchase Price is determined; iii. to reimburse the Servicer out of Liquidation Proceeds for Liquidation Expenses incurred by it and not otherwise reimbursed(ii) only on each Payment Date, prior to the extent such reimbursement is permitted Trustee's remittance of the Amount Available pursuant to Section 5.088.04(b) or 8.04(d), as applicable, to pay to the Servicer, the Servicer's Assignee or the Advance Financing Person, as appropriate, the amounts of any Liquidation Expense as to which Related Proceeds, net of any Liquidation Expense previously reimbursed pursuant to this Section 8.04(a) with respect to the related Loan, exceed such Liquidation Expense; iv. (iii) to withdraw any amount deposited in the Certificate Account that was not required to be deposited therein; or; v. (iv) to make any rebates or adjustments deemed necessary by the Servicer pursuant to Section 5.06(d). Since, but not out of collections in connection with withdrawals pursuant respect of any Loan that constitute Related Proceeds, to clause (iii), the Company's entitlement thereto is limited to collections or other recoveries on the related Contract, extent a Liquidation Expense has been paid by the Servicer shall keep with respect to that Loan which has not yet been reimbursed; or (v) to make payments in the amounts and maintain separate accounting, on a Contract by Contract basis, in the manner provided for the purpose in clauses (b) through (f) of justifying any withdrawal from the Certificate Account pursuant to such clauseSection 8.04. b. (b) On each Payment Date, the Trustee shall apply make the following distributions by 11:00 a.m. (New York time) of the Group I Amount Available (as determined on remaining after payment of the immediately preceding Determination Dateamounts specified in Section 8.04(a)(i)-(iv) in respect of the Certificate Account to make payment Group I Loans, for such Payment Date in the following order of priority:, subject to Section 8.04(g): 1(i) Servicing Fee, Backup Servicing Fee and Trustee Fee. if neither the Company nor a wholly owned subsidiary of the Company is the Servicer, to To pay the Monthly Servicing Fee and any other compensation owed to the Servicer pursuant to Section 7.03; 2. 5.08 or Section 11.06 and, to the extent not payable by the Originator, the Seller or the Servicer under this Agreement or, if so payable, not paid thereby, to pay the Class A Formula Interest Distribution Amount as follows Backup Servicing Fee and any other fees, expenses or indemnification owed to the Backup Servicer pursuant to this Agreement (provided that any such indemnification paid pursuant to this Section 8.04(b)(i) and Section 8.04(d)(i) shall not exceed $100,000 during any 12-month period or $1,000,000 in the following order of priority): (iaggregate) and the amount in clause (a)(1) of the definition of Class A Formula Distribution Amount Trustee Fee and any other compensation owed to the Class A-1 Certificateholders; the amount Trustee pursuant to Section 11.06 (in clause (a)(2) of the definition of Class A Formula Distribution Amount each case to the Class A-2 Certificateholders; the amount in clause (a)(3) of the definition of Class A Formula Distribution Amount extent attributable to the Class A-3 Certificateholders; the amount in clause (a)(4) of the definition of Class A Formula Distribution Amount to the Class A-4 Certificateholders; orGroup I Loans and, if not attributable specifically to Group I or Group II Loans, to be allocated as between the Group I and Group II Amount Available is less than the Class A Formula Interest Distribution Amount, pro rata to each Class of Class A Certificates in accordance with their based on the respective entitlements to interest; andGroup I and Group II Pool Scheduled Principal Balance); (ii) Advances. To reimburse the Servicer or Trustee or pay to each the Servicer's Assignee, as appropriate, for Advances made with respect to Delinquent Payments on Group I Loans for prior Payment Dates, (A) from that portion of the Group I Amount Available representing collections with respect to the related Group I Loan or (B) from any portion of the Group I Amount Available to the extent necessary to reimburse the Servicer or Trustee or pay to the Servicer's Assignee, as appropriate, for Advances in respect of Group I Loans that the Servicer or the Trustee, as applicable, does not expect to recover from subsequent collections on the related Loan; (iii) Class of AF and Class A Certificates; AF-IO Interest. The Class AF Current Interest Amount and the Class AF-IO Current Interest Amount, to the Class AF and Class AF-IO Certificates concurrently (or, if the remaining Group I Amount Available is less than not sufficient to pay such amounts in full, such remaining amount pro rata among the Class AF Certificates and the Class AF-IO Certificates based upon the ratio of (x) the Class Current Interest Amount for each such Class to (y) the aggregate of the Unpaid Class A Current Interest Shortfalls, if any, with respect Amount for all such Classes); (iv) Class MF-1 Interest. The Class MF-1 Current Interest Amount to each the Class of MF-1 Certificates; (v) Class A MF-2 Interest. The Class MF-2 Current Interest Amount to the Class MF-2 Certificates, pro rata to each ; (vi) Class of Class A Certificates based on the Unpaid Class A Interest Shortfall of each such Class;BF-1