Common use of The Certificates and Class C Certificates Clause in Contracts

The Certificates and Class C Certificates. The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 initial aggregate principal balance, (vii) one or more Class A-7 Certificates representing $101,150,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. SECTION 9.01. The Certificates and Class C Certificates. ----------------------------------------- The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 20,800,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 75,000,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 62,000,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 82,000,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 43,000,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 54,200,000 initial aggregate principal balance, (vii) one or more Class A-7 Certificates representing $101,150,000 105,000,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 39,000,000 initial aggregate principal balance, (ixviii) one or more Class B-1 Certificates representing $24,000,000 20,800,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 18,200,000 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 23,000,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 32,000,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 66,000,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 40,000,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 89,000,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 18,000,000 initial aggregate principal balance, (vii) one or more Class A-7 Certificates representing $101,150,000 55,000,000 initial aggregate principal balance, (viii) one or more Class M-1 A-8 Certificates representing $48,000,000 67,000,000 initial aggregate principal balance, (ix) one or more Class A-9 Certificates representing $22,500,000 initial aggregate principal balance, (x) one or more Class A-10 Certificates representing $55,000,000 initial aggregate principal balance, (xi) one or more Class M-1 Certificates representing $41,250,000 initial aggregate principal balance, (xii) one or more Class B-1 Certificates representing $24,000,000 22,000,000 initial aggregate principal balance, and (ixxiii) one or more Class B-2 Certificates $21,051,865 19,250,000 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.-Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 57,000,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 75,500,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 48,000,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 41,000,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 71,000,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 105,800,000 initial aggregate principal balance, (vii) one or more Class A-7 M-1 Certificates representing $101,150,000 35,990,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 26,400,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 19,196,809 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.--Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 144,000,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 58,500,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 31,600,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 70,240,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 81,860,000 initial aggregate principal balance, (vi) one or more Class A-6 M-1 Certificates representing $114,000,000 41,850,000 initial aggregate principal balance, (vii) one or more Class A-7 Certificates representing $101,150,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 18,600,000 initial aggregate principal balance, and (ixviii) one or more Class B-2 Certificates $21,051,865 18,618,332 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.--Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 43,500,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 54,500,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 35,000,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 29,000,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 50,000,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 76,625,000 initial aggregate principal balance, (vii) one or more Class A-7 M-1 Certificates representing $101,150,000 26,100,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 19,125,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 13,904,066 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.--Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 25,332,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 6,282,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 75,114,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 65,972,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 90,960,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 67,223,000 initial aggregate principal balance, (vii) one or more Class A-7 Certificates representing $101,150,000 136,617,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 41,250,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 22,000,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 19,250,000 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.-Two. The expected final maturity of the Certificates based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Contracts is: for the Class A-2 Certificates, September 15, 2000; for the Class A-3 Certificates, April 15, 2006; for the Class A-4 Certificates, February 15, 2010; for the Class A-5 Certificates, October 15, 2015; for the Class A-6 Certificates, January 15, 2020; for the Class A-7 Certificates, January 15, 2027; for the Class M-1 Certificates, January 15, 2027; for the Class B-1 Certificates, April 15, 2020; for the Class B-2 Certificates, July 15, 2027. The Company does not represent that any Class of Certificates will, in fact, mature on any given date. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. SECTION 9.01. The Certificates and Class C Certificates. ----------------------------------------- The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 55,000,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 30,000,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 41,000,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 83,000,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 48,500,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 122,750,000 initial aggregate principal balance, (vii) one or more Class A-7 M-1 Certificates representing $101,150,000 36,000,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 18,000,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 15,750,000 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.-Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 48,000,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 63,000,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 41,000,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 33,000,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 59,000,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 92,000,000 initial aggregate principal balance, (vii) one or more Class A-7 M-1 Certificates representing $101,150,000 36,710,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 16,200,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 16,211,766 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.--Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Certificates and Class C Certificates. ----------------------------------------- The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 71,832,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 39,852,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 60,675,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 94,384,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 22,426,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 94,855,000 initial aggregate principal balance, (vii) one or more Class A-7 Certificates representing $101,150,000 83,476,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 41,250,000 initial aggregate principal balance, (ixviii) one or more Class B-1 Certificates representing $24,000,000 22,000,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 19,250,000 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.-Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 53,500,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 100,000,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 95,000,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 138,500,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 88,500,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 200,500,000 initial aggregate principal balance, (vii) one or more Class A-7 M-1 Certificates representing $101,150,000 64,000,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 32,000,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 28,000,000 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.-Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. SECTION 9.01. The Certificates and Class C Certificates. ----------------------------------------- The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 37,000,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 117,000,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 95,000,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 125,000,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 57,000,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 105,000,000 initial aggregate principal balance, (vii) one or more Class A-7 Certificates representing $101,150,000 144,000,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 60,000,000 initial aggregate principal balance, (ixviii) one or more Class B-1 Certificates representing $24,000,000 32,000,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 28,000,000 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.-Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 47,000,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 63,000,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 40,000,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 34,000,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 59,000,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 88,000,000 initial aggregate principal balance, (vii) one or more Class A-7 M-1 Certificates representing $101,150,000 35,900,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 15,948,322 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 15,948,322 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.--Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 25,332,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 6,282,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 75,114,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 65,972,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 90,960,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 67,223,000 initial aggregate principal balance, (vii) one or more Class A-7 Certificates representing $101,150,000 136,617,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 41,250,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 22,000,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 19,250,000 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.-Two. The expected final maturity of each Class of the Certificates based on the assumptions that there are no defaults, prepayments or delinquencies with respect to payments due under the Contracts are as follows: for the Class A-2 Certificates, September 15, 2000; for the Class A-3 Certificates, April 15, 2006; for the Class A-4 Certificates, February 15, 2010; for the Class A-5 Certificates, October 15, 2015; for the Class A-6 Certificates, January 15, 2020; for the Class A-7 Certificates, January 15, 2027; for the Class M-1 Certificates, January 15, 2027; for the Class B-1 Certificates, April 15, 2020; and for the Class B-2 Certificates, July 15, 2027. The Company does not represent that any Class of Certificates will, in fact, mature on any given date. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.

The Certificates and Class C Certificates. The Certificates and Class C Certificates. ----------------------------------------- The Class A, the Class M-1, the Class B and the Class C Certificates shall be substantially in the forms set forth in Exhibits A, B, C and J, respectively, and shall, on original issue, be executed by the Trustee on behalf of the Trust to or upon the order of the Company. The Class A, the Class M-1 and the Class B Certificates shall be evidenced by (i) one or more Class A-1 Certificates representing $71,250,000 32,620,000 initial aggregate principal balance, (ii) one or more Class A-2 Certificates representing $40,000,000 65,125,000 initial aggregate principal balance, (iii) one or more Class A-3 Certificates representing $62,500,000 57,243,000 initial aggregate principal balance, (iv) one or more Class A-4 Certificates representing $96,900,000 88,591,000 initial aggregate principal balance, (v) one or more Class A-5 Certificates representing $21,200,000 55,785,000 initial aggregate principal balance, (vi) one or more Class A-6 Certificates representing $114,000,000 124,386,000 initial aggregate principal balance, (vii) one or more Class A-7 M-1 Certificates representing $101,150,000 38,750,000 initial aggregate principal balance, (viii) one or more Class M-1 Certificates representing $48,000,000 initial aggregate principal balance, (ix) one or more Class B-1 Certificates representing $24,000,000 20,000,000 initial aggregate principal balance, and (ix) one or more Class B-2 Certificates $21,051,865 17,500,000 initial aggregate principal balance, beneficial ownership of such Classes of Certificates to be held through Book- Book-Entry Certificates in minimum dollar denominations of $1,000 and integral dollar multiples of $1,000 in excess thereof, except for one Class B-2 Certificate with a denomination representing the remainder of the Original Class B-2 Principal Balance. The Class C Certificates shall be issuable in Percentage Interests and shall be evidenced by a single Class C Certificate issued on the Closing Date to Green Tree Finance Corp.TwoCorp.-Two. The Certificates and the Class C Certificates shall be executed by manual signature on behalf of the Trustee by a duly authorized Responsible Officer or authorized signatory. Certificates or Class C Certificates bearing the signatures of individuals who were at any time the proper officers of the Trustee shall bind the Trustee, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the execution and delivery of such Certificate or Class C Certificate or did not hold such offices at the date of such Certificates or Class C Certificates. No Certificate or Class C Certificates shall be entitled to any benefit under this Agreement, or be valid for any purpose, unless such Certificate or Class C Certificate has been executed by manual signature in accordance with this Section, and such signature upon any Certificate or Class C Certificate shall be conclusive evidence, and the only evidence, that such Certificate or Class C Certificate has been duly executed and delivered hereunder. All Certificates and Class C Certificates shall be dated the date of their execution, except for those Certificates and Class C Certificates executed on the Closing Date, which shall be dated the Closing Date.