CONSECO FINANCE CORP
EX-10.B
<DOCUMENT>
<TYPE>EX-10.B
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>EX-10.B
<TEXT>



                              AMENDED AND RESTATED


                           MASTER REPURCHASE AGREEMENT


                                Dated May 9, 2000


                                     Between

                          LEHMAN COMMERCIAL PAPER INC.,

                                    as Buyer

                                       and

                         GREEN TREE FINANCE CORP.--FIVE,
                                    as Seller

1.       APPLICABILITY

         From time to time for a period of 180 days from the date hereof, the
parties hereto may, subject to the terms hereof, enter into transactions in
which Green Tree Finance Corp.--Five ("Seller") agrees to transfer to Lehman
Commercial Paper Inc. ("Buyer") certain Eligible Assets against the transfer of
funds by Buyer, with a simultaneous agreement by Buyer to transfer to Seller
such Eligible Assets at a date certain not later than 180 days after the date
hereof, as specified in the Confirmation, against the transfer of funds by
Seller. Each such transaction shall be referred to herein as a "Transaction" and
shall be governed by this Agreement and the related Confirmation, unless
otherwise agreed in writing. Each Transaction shall be limited to a maximum of
30 days (unless otherwise specified by Confirmation), after which, subject to
Section 20, the Buyer and Seller may agree to roll such Transaction for a period
of up to 30 days (unless otherwise specified by Confirmation). This Agreement
amends and restates and supersedes in its entirety the Master Repurchase
Agreements dated as of February 4, 1998 and October 15, 1992 between the parties
hereto. The Buyer has entered into this Agreement in consideration of the mutual
agreements hereinafter set forth, the delivery of the Warrant and for other good
and valuable consideration, the receipt and adequacy of which is hereby
acknowledged.

2.       DEFINITIONS

         "Act of Insolvency" means, with respect to any party and its
Affiliates: (i) the filing of a petition, commencing, or authorizing the
commencement of any case or proceeding under any bankruptcy, insolvency,
reorganization, liquidation, dissolution or similar law relating to the
protection of creditors, or suffering any such petition or proceeding to be
commenced by another


<PAGE>

which is consented to, not timely contested or results in entry of an order for
relief; (ii) the seeking the appointment of a receiver, trustee, custodian or
similar official for such party or an Affiliate or any substantial part of the
property of either; (iii) the appointment of a receiver, conservator, or manager
for such party or an Affiliate by any governmental agency or authority having
the jurisdiction to do so; (iv) the making or offering by such party or an
Affiliate of a composition with its creditors or a general assignment for the
benefit of creditors; (v) the admission by such party or an Affiliate of such
party of its inability to pay its debts or discharge its obligations as they
become due or mature; or (vi) that any governmental authority or agency or any
person, agency or entity acting or purporting to act under governmental
authority shall have taken any action to condemn, seize or appropriate, or to
assume custody or control of, all or any substantial part of the property of
such party or of any of its Affiliates, or shall have taken any action to
displace the management of such party or of any of its Affiliates or to curtail
its authority in the conduct of the business of such party or of any of its
Affiliates.

         "Additional Eligible Assets" means Eligible Assets or cash provided by
Seller to Buyer or its designee pursuant to Section 4(a).

         "Affiliate" means an affiliate of a party as such term is defined in
the United States Bankruptcy Code in effect from time to time.

         "Agreement" means this Amended and Restated Master Repurchase Agreement
between Buyer and Seller, as amended from time to time.

         "Asset Based Lending Contract Loan File" refers to the Loan File for
each Asset Based Lending Contract described in Section 7(d) hereto.

         "Asset Based Lending Contracts" means revolving credit lines secured by
certain specified business assets, including all security therefor but not
including any obligation thereunder to extend credit, that are subject to a
Transaction under this Agreement.

         "Asset Assignment Agreement" means the Asset Assignment Agreement,
dated as of February 13, 1998, between Green Tree Residual Finance Corp. I and
Lehman ALI Inc. (as the assignee of Buyer), as amended.

         "Business Day" means a day other than (i) a Saturday or Sunday, or (ii)
a day on which the Buyer or the New York Stock Exchange is authorized or
obligated by law or executive order to be closed.

         "Buyer" has the meaning specified in Section 1.

         "Collateral Amount" means, with respect to any Transaction, the amount
obtained by application of the applicable Collateral Amount Percentage to the
Repurchase Price for such Transaction.

         "Collateral Amount Percentage" means the amount set forth in the
Confirmation which, in any event, (i) shall not be less than 103% with respect
to Home Equity Loans in determining whether a Collateral Deficit exists pursuant
to the first sentence of Section 4(a) hereof, (ii) (a) shall not be less than
110% with respect to Insured Home Improvement Loans in determining

<PAGE>

whether a Collateral Deficit exists pursuant to the first sentence of Section
4(a) hereof, (b) shall not be less than 115% with respect to Uninsured Home
Improvement Loans in determining whether a Collateral Deficit exists pursuant to
the first sentence of Section 4(a) hereof, (iii) shall not be less than 110%
with respect to loans arising under Retail Installment Contracts in determining
whether a Collateral Deficit exists pursuant to the first sentence of Section
4(a) hereof, (iv) shall not be less than 110% with respect to Equipment Leases
in determining whether a Collateral Deficit exists pursuant to the first
sentence of Section 4(a) hereof, (v) shall not be less than 115% with respect to
High LTV Home Equity Loans in determining whether a Collateral Deficit exists
pursuant to the first sentence of Section 4(a) hereof, (vi) shall not be less
than 105% with respect to Manufactured Housing Contracts in determining whether
a Collateral Deficit exists pursuant to the first sentence of Section 4(a)
hereof, (vii) shall not be less than 290% with respect to Vehicle Leases in
determining whether a Collateral Deficit exists pursuant to the first sentence
of Section 4(a) hereof, (viii) shall not be less than 300% with respect to loans
arising under Asset Based Lending Contracts in determining whether a Collateral
Deficit exists pursuant to the first sentence of Section 4(a) hereof and (ix)
shall not be less than 400% with respect to Credit Card Balances in determining
whether a Collateral Deficit exists pursuant to the first sentence of Section
4(a) hereof.

         "Collateral Deficit" has the meaning specified in Section 4(a).

         "Confirmation" has the meaning specified in Section 3(a).

         "Conseco" refers to Conseco Finance Corp., formerly known as Green Tree
Financial Corporation.

         "Consumer Products" refers to consumer goods consisting of motorcycles,
marine products (including boats, boat trailers and outboard motors), pianos and
organs, horse trailers, sport vehicles (including snowmobiles, personal
watercraft and all-terrain vehicles), trucks, personal aircraft, recreational
vehicles and any other asset as shall be acceptable to Buyer in its sole
discretion, financed by Seller pursuant to a Retail Installment Contract.

         "Credit Card Agreement" means each credit card or credit line account
agreement or other evidence of the terms and conditions pursuant to which credit
is advanced, the ownership of which is evidenced by a Trust Receipt pursuant to
the Custodial Agreement.

         "Credit Card Balances" means all amounts owing by the Obligors under a
Credit Card Agreement from time to time, that are subject to a Transaction under
this Agreement.

         "Credit Card Loan" means each Credit Card Balance and the provisions of
the related Credit Card Agreement.

         "Credit Card Loan File" refers to the Loan File for each Credit Card
Agreement described in Section 7(d) hereof.

         "Custodial Agreement" means the amended and restated custodial
agreement that refers to Transactions under this Agreement, by and among Buyer,
Seller and the Custodian.

<PAGE>

         "Custodial Delivery" means the form executed by the Seller in order to
deliver the Loan File to Buyer or its designee (including the Custodian)
pursuant to Section 7.

         "Custodian" means the custodian under the Custodial Agreement. The
initial custodian is U.S. Bank National Association.

         "Electronic Ledger" means the electronic master record of loans of the
Seller.

         "Eligible Assets" means Retail Installment Contracts, Home Improvement
Loans, Home Equity Loans, Manufactured Housing Contracts, Vehicle Leases,
Asset-Based Lending Contracts, Credit Card Balances and Equipment Leases subject
to this Agreement.

         "Equipment" means the equipment that is the subject of the related
Equipment Lease.

         "Equipment Lease" means a lease of Equipment to an Obligor originated
by Conseco in accordance with its underwriting guidelines, that is subject to a
Transaction under this Agreement.

         "Esoteric Assets" means collectively Purchased Eligible Assets that are
either Vehicle Leases, Asset-Based Lending Contracts, Credit Card Balances or
those Equipment Leases for which scheduled payments occur less frequently than
monthly.

         "Event of Default" has the meaning specified in Section 13.

         "FHA" means the Federal Housing Administration, an agency within HUD.

         "FHA Insurance" means the credit insurance provided by FHA pursuant to
Title I of the National Housing Act, as evidenced by the Company's FHA contract
of insurance.

         "Hedge" means, with respect to any or all of the Eligible Assets, any
interest rate swap, cap or collar agreement or similar arrangements providing
for protection against fluctuations in interest rates or the exchange of nominal
interest obligations, either generally or under specific contingencies, entered
into by Seller, and reasonably acceptable to the Buyer.

         "High LTV Home Equity Loans" means the fixed rate mortgage loans
secured by first or second liens on single family residential real property
(including, without limitation, condominiums and planned unit developments),
certain documents relating to which have been delivered to the Custodian
pursuant to the Custodial Agreement that upon origination have a Loan-to-Value
ratio greater than 95%, but not exceeding 125%.

         "Home Equity Loan File" refers to the Loan File described in the
Custodial Agreement.

         "Home Equity Loans" refers to the fixed rate mortgage loans secured by
first or second liens on single family residential real property (including,
without limitation, condominiums and planned unit developments), certain
documents relating to which have been delivered to the Custodian pursuant to the
Custodial Agreement.

<PAGE>

         "Home Improvement Loan File" refers to the Loan File described in the
Custodial Agreement.

         "Home Improvement Loans" refers to both Insured Home Improvement Loans
and Uninsured Home Improvement Loans.

         "HUD" means the United States Department of Housing and Urban
Development.

         "Income" means, with respect to any Eligible Asset at any time, any
principal thereof then payable and all interest, dividends or other
distributions payable thereon less any related servicing fee(s) charged by the
Servicer.

         "Indebtedness" means all amounts due to Buyer or any assignee thereof,
pursuant to this Agreement and all amounts due under any other agreement between
Buyer or any Affiliate of Buyer, and Seller, Conseco or any Affiliate of Conseco
(which include but are not limited to the Asset Assignment Agreement and the
Repurchase Facility (Residual Corp.)), and in each case whether constituting
principal, interest, penalty amounts, fees, expenses or any other amounts due
and payable to Buyer or any Affiliate of Buyer thereunder.

          "Insured Home Improvement Loans" means first, second and third lien
or, to the extent permitted hereby, unsecured home improvement retail
installment contracts, and related promissory notes, insured under the FHA's
Title I Program, and including without limitation, all rights to receive
payments which are due pursuant thereto and all other proceeds thereof
(including any recourse rights against third persons) from and after the related
Purchase Date, but excluding any rights to receive payments which are due prior
to the related Purchase Date.

         "Land-and-Home Contract" refers to a Manufactured Housing Contract that
is secured by a mortgage or deed of trust on real estate on which the related
manufactured home is situated, and which manufactured home is considered or
classified as part of the real estate under the laws of the jurisdiction in
which it is located.

         "Lease File" refers to the Loan File for each Equipment Lease and
Vehicle Lease described in Section 7(d) hereof.

         "Limited Guaranty" refers to the Limited Guaranty provided in
accordance with Section 15 and substantially in the form attached hereto as
Exhibit XII.

         "List of Contracts" means the list identifying each Purchased Eligible
Asset sold hereunder, which list (a) identifies each Home Equity Loan, Home
Improvement Loan, Retail Installment Contract, Manufactured Housing Contract,
Vehicle Lease, Asset-Based Lending Contract, Credit Card Agreement and Equipment
Lease and (b) sets forth as to each Purchased Eligible Asset (i) the principal
balance, (ii) the amount of monthly payments due from the Obligor, (iii) the
contract rate and (iv) the maturity date.

         "Loan Files" means the Home Equity Loan Files, the Home Improvement
Loan Files, the Asset Based Lending Contract Loan Files, the Manufactured
Housing Contract Loan Files, the Retail Installment Loan Files, Credit Card Loan
Files and the Lease Files.

<PAGE>

         "Manufactured Housing Contract Loan File" refers to the Loan File with
respect to Land-and-Home Contracts described in the Custodial Agreement or as
otherwise described in Section 7(d) hereto.

         "Manufactured Housing Contracts" refer to sales contracts and loan
agreements for manufactured housing, certain documents pertaining to which have
been delivered to the Custodian pursuant to the Custodian Agreement or that are
otherwise subject to a Transaction under this Agreement.

         "Market Value" means as of any date with respect to any Eligible
Assets, the price at which such Eligible Assets could readily be sold as
determined by Buyer in its sole discretion pursuant to Section 4; provided,
however, that Buyer shall not take into account, for purposes of calculating
Market Value, any Eligible Asset (i) which has been subject to Transactions for
more than 180 days, (ii) which fails to meet the Seller's underwriting
guidelines or with respect to which there is a breach of a representation,
warranty or covenant made by Seller in this Agreement and which breach has not
been cured, (iii) which is a Wet Home Equity Loan or a Wet Manufactured Housing
Contract with respect to which the related Loan File has not been delivered to
the Custodian within 10 days of the Purchase Date hereunder or (iv) which is
more than 30 days delinquent (or in the case of Credit Card Balances, more than
60 days delinquent).

         "Material Adverse Change" means a material adverse change in or effect
upon the condition (financial or otherwise), business, performance, operations,
properties, profits or prospects of any specified Person, and, in the case of
the Seller, shall also include any such material adverse change or effect upon
(i) the legality, validity or enforceability of this Agreement or the Custodial
Agreement or (ii) the Purchased Eligible Assets.

         "Mortgage" means a mortgage, deed of trust, deed to secure debt or
other instrument, creating a valid and enforceable first or second lien on or a
first or second priority ownership interest in an estate in fee simple in real
property and the improvements thereon, securing a mortgage note or similar
evidence of indebtedness.

         "Mortgage Note" means a note or other evidence of indebtedness of a
mortgagor secured by a Mortgage.

         "Obligor" means a buyer of a Consumer Product or a home improvement or
a borrower on a Home Equity Loan or a lessee and any other party obligated under
the related Equipment Lease or Vehicle Lease or any other Person who is indebted
under the related Eligible Asset.

         "Periodic Payment" has the meaning specified in Section 5(b).

         "Person" means an individual, partnership, corporation, joint stock
company, trust or unincorporated organization or a governmental agency or
political subdivision thereof.

         "Price Differential" means, with respect to any Transaction hereunder
as of any date, the aggregate amount obtained by daily application of the
Pricing Rate for such Transaction to the Purchase Price for such Transaction on
a 360 day per year basis for the actual number of days during the period
commencing on (and including) the Purchase Date for such Transaction and

<PAGE>

ending on (but excluding) the Repurchase Date (reduced by any amount of such
Price Differential previously paid by Seller to Buyer with respect to such
Transaction).

         "Pricing  Rate" means the per annum  percentage  rate  specified in the
Confirmation for determination of the Price Differential.

         "Prime Rate" means, as of any date, the rate of interest published by
The Wall Street Journal, northeast edition, as the "prime rate" of Citibank,
N.A.

         "Purchase Date" means the date on which Purchased Eligible Assets are
transferred by Seller to Buyer or its designee (including the Custodian) as
specified in the Confirmation.

         "Purchased Eligible Assets" means the Eligible Assets (including any
Additional Eligible Assets) sold by Seller to Buyer in a Transaction, any
Additional Eligible Assets and any Substituted Eligible Assets.

         "Purchase Price" means on each Purchase Date, the price at which
Purchased Eligible Assets are transferred by Seller to Buyer or its designee
(including the Custodian); provided, however, that (i) the Purchase Price of any
Home Equity Loan shall not in any event exceed 100% of the principal amount
thereof, (ii) the Purchase Price of any High LTV Home Equity Loan shall not in
any event exceed 90% of the principal amount thereof, (iii) the Purchase Price
of any Insured Home Improvement Loan shall not in any event exceed 90% of the
principal amount thereof, (iv) the Purchase Price of any Uninsured Home
Improvement Loan shall not in any event exceed 90% of the principal amount
thereof, (v) the Purchase Price of any Retail Installment Contract shall not in
any event exceed 90% of the principal amount thereof, (vi) the Purchase Price of
any Equipment Lease shall not in any event exceed 90% of the net discounted
present value thereof, (vii) the Purchase Price of any Manufactured Housing
Contract shall not in any event exceed 95% of the principal amount thereof,
(viii) the Purchase Price of any Vehicle Lease shall not in any event exceed 34%
of the net discounted present value thereof, (ix) the Purchase Price of any
Asset Based Lending Contract shall not in any event exceed 33% of the principal
amount thereof, and (x) the Purchase Price of any Credit Card Balance shall not
in any event exceed 24% of the principal amount thereof.

         "Replacement Eligible Assets" has the meaning specified in Section
14(b)(ii).

         "Repurchase Facility (Residual Corp.)" means the Master Repurchase
Agreement, dated as of September 29, 1999, between Green Tree Residual Finance
Corp. I and Lehman Brothers Inc. and acknowledged and agreed to by Conseco, as
amended.

         "Repurchase Date" means the date on which Seller is to repurchase the
Purchased Eligible Assets from Buyer which initially will be the first Business
Day of the next succeeding month, including any date determined by application
of the provisions of Sections 3 or 13, as specified in the Confirmation;
provided that in no event shall such date be more than 30 days after the
Purchase Date.

         "Repurchase Price" means the price at which Purchased Eligible Assets
are to be transferred from Buyer or its designee (including the Custodian) to
Seller upon termination of a Transaction, which will be determined in each case
(including Transactions terminable upon

<PAGE>

demand) as the sum of the Purchase Price and the Price Differential as of the
date of such determination decreased by all cash, Income and Periodic Payments
actually received by Buyer pursuant to Sections 4(a), 5(a) and 5(b),
respectively (unless otherwise specified by Confirmation).

         "Retail Installment Contract" means any retail installment contract
which finances a purchase of a Consumer Product, all rights to receive payments
which are due pursuant thereto, and any "purchase money security interest" (as
defined in the Uniform Commercial Code) created in favor of Seller in the
Consumer Product financed thereunder, and that is subject to a Transaction under
this Agreement.

         "Retail Installment Loan File" refers to the Loan File described in
Section 7(d) hereof.

         "Seller" has the meaning specified in Section 1.

         "Servicing Agreement" means the servicing obligations of Conseco set
forth in Section 25.

         "Servicing Records" has the meaning specified in Section 25.

         "Substituted Eligible Assets" means any Eligible Assets substituted for
Purchased Eligible Assets in accordance with Section 9 hereof.

         "Title I Program" means the Title I insurance program of the FHA.

         "Transaction" has the meaning specified in Section 1.

         "Trust Receipt" means a trust receipt issued by Custodian to Buyer
confirming the Custodian's possession of certain asset files which are the
property of and held by Custodian for the benefit of the Buyer or the registered
holder of such trust receipt.

         "UCC" means the Uniform Commercial Code, as in effect from time to time
in the relevant jurisdiction.

         "Uninsured Home Improvement Loans" means first, second and third lien
home improvement retail installment contracts, and related promissory notes
(none of which are insured under the FHA's Title I Program) and including
without limitation, all rights to receive payments which are due pursuant
thereto and all other proceeds thereof (including any recourse rights against
third persons) from and after the related Purchase Date, but excluding any
rights to receive payments which are due prior to the related Purchase Date.

         "Vehicle" means a truck or other commercial vehicle that is the subject
of the related Vehicle Lease.

         "Vehicle Lease" means an open-ended lease of a Vehicle to an Obligor
originated by Conseco or an Affiliate of Conseco in accordance with Conseco's
underwriting guidelines, that is subject to a Transaction under this Agreement.
Vehicle Leases may be held as Purchased Eligible Assets in the form of units of
beneficial interest in a titling trust.
<PAGE>

         "Warrant" means the Warrant To Purchase Common Stock of Conseco Finance
Corp., dated May 11, 2000, issued by Conseco to Lehman Brothers Holdings Inc.

         "Wet Home Equity Loans" means those Home Equity Loans for which the
related Loan Files have not been delivered to the Custodian as of the Purchase
Date.

         "Wet Manufactured Housing Contracts" means those Manufactured Housing
Contracts that do not constitute "chattel paper" under the UCC for which the
related Loan Files have not been delivered to the Custodian as of the Purchase
Date.

3.       INITIATION; CONFIRMATION; TERMINATION; MAXIMUM TRANSACTION AMOUNTS

         a. An agreement to enter into a Transaction may be entered into orally
or in writing at the initiation of either Buyer or Seller. In any event, Buyer
shall confirm the terms of each Transaction by issuing a written confirmation to
Seller promptly after the parties enter into such Transaction in the form of
Exhibit I attached hereto (a "Confirmation"). Such Confirmation shall describe
the Purchased Eligible Assets, identify Buyer and Seller and set forth (i) the
Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, unless the
Transaction is to be terminable on demand, (iv) the Pricing Rate applicable to
the Transaction, (v) the applicable Collateral Amount Percentages with respect
to such Eligible Assets and (vi) additional terms or conditions not inconsistent
with this Agreement. After receipt of the Confirmation, Seller shall, subject to
the provisions of subsection (c) below, sign the Confirmation and promptly
return it to Buyer. The Purchase Price for any Transaction shall exceed
$1,000,000.

         b. Any Confirmation by Buyer shall be deemed to have been received by
Seller on the date actually received by Seller.

         c. Each Confirmation, together with this Agreement, shall be conclusive
evidence of the terms of the Transaction(s) covered thereby unless objected to
in writing by Seller no more than two (2) Business Days after the date the
Confirmation was received by Seller or unless a corrected Confirmation is sent
by Buyer. An objection sent by Seller must state specifically that such writing
is an objection, must specify the provision(s) being objected to by Seller, must
set forth such provision(s) in the manner that the Seller believes they should
be stated, and must be received by Buyer no more than two (2) Business Days
after the Confirmation was received by Seller.

         d. In the case of Transactions terminable upon demand, such demand
shall be made by Buyer or Seller by telephone or otherwise (confirmed by fax),
no later than 1:00 p.m. (New York City time) on the Business Day prior to the
day on which such termination will be effective.

         e. On the Repurchase Date, termination of the Transaction will be
effected by transfer to Seller or its designee of the Purchased Eligible Assets
(and any Income in respect thereof received by Buyer not previously credited or
transferred to, or applied to the obligations of, Seller pursuant to Section 5)
against the simultaneous transfer of the Repurchase Price to an account of
Buyer. Seller is obligated to obtain the Loan Files related to the Transaction
from

<PAGE>

Buyer or its designee (except for those held in trust by Seller in accordance
with Section 7(h) hereof) at Seller's expense on the Repurchase Date.

         f. With respect to all Transactions hereunder the aggregate Purchase
Price for all Purchased Eligible Assets at any one time subject to then
outstanding Transactions shall not exceed $1,500,000,000; provided that the
aggregate Purchase Price for all Home Equity Loans subject to Transactions
hereunder shall not exceed $750,000,000; the aggregate Purchase Price for all
Wet Home Equity Loans and Wet Manufactured Housing Contracts subject to
Transactions hereunder shall not exceed (x) until May 31, 2000, $400,000,000,
(y) for the first 15 days of each succeeding calendar month, $350,000,000 and
(z) for the remainder of each succeeding calendar month, $250,000,000; the
aggregate Purchase Price for all Insured Home Improvement Loans subject to
Transactions hereunder shall not exceed $750,000,000; the aggregate Purchase
Price for all Uninsured Home Improvement Loans subject to Transactions hereunder
shall not exceed $300,000,000; the aggregate Purchase Price for Retail
Installment Contracts subject to Transactions hereunder shall not exceed
$400,000,000; the aggregate Purchase Price for Equipment Leases subject to
Transactions hereunder shall not exceed $500,000,000; the aggregate Purchase
Price for High LTV Home Equity Loans subject to Transactions hereunder shall not
exceed $150,000,000; the aggregate Purchase Price for all Manufactured Housing
Contracts subject to Transactions hereunder shall not exceed $500,000,000; the
aggregate Purchase Price for all Vehicle Leases subject to Transactions
hereunder shall not exceed $180,000,000; the aggregate Purchase Price for all
Credit Card Balances subject to Transactions hereunder shall not exceed
$170,000,000; and the aggregate Purchase Price for all Asset Based Lending
Contracts subject to Transactions hereunder shall not exceed $100,000,000.

         g. At least two Business Days prior to any Purchase Date or any
substitution of Eligible Assets pursuant to Section 9, the Seller shall deliver
to Buyer via electronic modem or computer tape the information related to the
Eligible Assets to be so purchased or substituted. In the case of each
Transaction, the portion of the Repurchase Price allocable to Esoteric Assets
may be prepaid by the Seller on any Business Day prior to the Repurchase Date
set forth in the related Confirmation, upon 5 days prior notice to the Buyer.

         h. With respect to Wet Home Equity Loans and Wet Manufactured Housing
Contracts, Seller shall deliver the related Loan Files to the Custodian within
15 days of the Purchase Date. In addition, the Price Differential for each Wet
Home Equity Loan and Wet Manufactured Housing Contract, for so long as it is
"wet" and included in the Purchased Eligible Assets, shall reflect an addition
to such Price Differential in the amount of 25 basis points.

4.       COLLATERAL AMOUNT MAINTENANCE

         a. If at any time the aggregate Market Value of all Purchased Eligible
Assets subject to all Transactions is less than the aggregate Collateral Amount
for all such Transactions (a "Collateral Deficit"), then Buyer may by notice to
Seller require Seller to transfer to Buyer or its designee (including the
Custodian) Eligible Assets ("Additional Eligible Assets") or cash, so that the
cash and aggregate Market Value of the Purchased Eligible Assets, including any
such Additional Eligible Assets, will thereupon equal or exceed the aggregate
Collateral Amount.
<PAGE>

         b. Notice required pursuant to subsection (a) above may be given by any
means of telecopier or telegraphic transmission. A notice for the payment or
delivery in respect of a Collateral Deficit received before 9:00 a.m. on a
Business Day, local time of the party receiving the notice, must be met not
later than 5:00 p.m. on the same Business Day, local time of the party receiving
the notice. Any notice given on a Business Day after 9:00 a.m., local time of
the party receiving the notice, shall be met not later than 2:00 p.m. (New York
time) on the next Business Day. The failure of Buyer, on any one or more
occasions, to exercise its rights under subsection (a) of this Section shall not
change or alter the terms and conditions to which this Agreement is subject or
limit the right of the Buyer to do so at a later date. Buyer and Seller agree
that a failure or delay to exercise its rights under subsection (a) of this
Section shall not limit Buyer's rights under this Agreement or otherwise
existing by law or in any way create additional rights for Seller.

         c. In the event that Seller fails to comply with the provisions of this
Section 4, Buyer shall not enter into any additional Transactions hereunder
after the date of such failure.

5.       INCOME PAYMENTS

         a. Where a particular Transaction's term extends over an Income payment
date on the Purchased Eligible Assets subject to that Transaction such Income
shall be the property of Buyer. Notwithstanding the foregoing, Seller shall be
entitled to all Income with respect to Purchased Eligible Assets subject to
Transactions; provided, that, at any time at the instruction of Buyer including
upon the occurrence and continuance of an Event of Default, all Income with
respect to Purchased Eligible Assets subject to Transactions shall be held in a
segregated account established by the Custodian, or any other financial
institution selected by Buyer, for the benefit of Buyer and shall be distributed
to pay the Repurchase Price and other amounts due under this Agreement in the
manner provided hereunder.

         b. Notwithstanding that Buyer and Seller intend that the Transactions
hereunder be sales to Buyer of the Purchased Eligible Assets, Seller shall pay
by wire transfer to Buyer the accreted value of the Price Differential (less any
amount of such Price Differential previously paid by Seller to Buyer)(each such
payment, a "Periodic Payment") on the Repurchase Date. The Price Differential
shall accrue, be calculated and be compounded on a daily basis for each
Purchased Eligible Asset.

         c. Buyer shall offset against the Repurchase Price of each such
Transaction all Income and Periodic Payments actually received by Buyer pursuant
to Sections 5(a) and (b), respectively.

6.       SECURITY INTEREST

         a. Buyer and the Seller intend that the Transactions hereunder be sales
to Buyer of the Purchased Eligible Assets and not loans from Buyer to Seller
secured by the Purchased Eligible Assets. However, in order to preserve Buyer's
rights under this Agreement in the event that a court or other forum
recharacterizes the Transactions hereunder as loans and as security for the
performance by Seller of all of Seller's obligations to Buyer under this
Agreement and the

<PAGE>

Transactions entered into pursuant to this Agreement, Seller grants Buyer a
first priority security interest in the Purchased Eligible Assets.

         b. Seller shall pay all fees and expenses associated with perfecting
Buyer's security interest in the Purchased Eligible Assets, including, without
limitation, the cost of filing financing statements under the UCC and recording
assignments of mortgage, as and when required by Buyer in its sole discretion.

         c. At the time Seller purchases a Hedge, Seller and Buyer shall enter
into a mutually acceptable agreement, which provides for the pledge and
collateral assignment of such Hedge to Buyer and provides for the netting of
obligations of Seller by Buyer under the Hedge and this Agreement. Seller
covenants to take such further actions as are necessary in order to perfect
Buyer's first priority security interest in the Hedges.

7.       PAYMENT, TRANSFER AND CUSTODY

         a. Unless otherwise mutually agreed in writing, all transfers of funds
hereunder shall be in immediately available funds.

         b. On or before each Purchase Date, Seller shall deliver or cause to be
delivered to Buyer or its designee the Custodial Delivery to the extent provided
for in the Custodial Agreement or as otherwise required by Buyer.

         c. On the Purchase Date for each Transaction, ownership of the
Purchased Eligible Assets shall be transferred to the Buyer or its designee
(including the Custodian) against the simultaneous transfer of the Purchase
Price to an account of Seller specified in the Confirmation. Seller,
simultaneously with the delivery to Buyer or its designee (including the
Custodian) of the Purchased Eligible Assets relating to each Transaction hereby
sells, transfers, conveys and assigns to Buyer or its designee (including the
Custodian) without recourse, but subject to the terms of this Agreement, all the
right, title and interest of Seller in and to the Purchased Eligible Assets
together with all right, title and interest in and to the proceeds of any
related insurance policies.

         d. In connection with each sale, transfer, conveyance and assignment,
on or prior to each Purchase Date with respect to each Retail Installment
Contract, Credit Card Balance, Home Improvement Loan, Manufactured Housing
Contract, Asset-Based Lending Contract, Vehicle Lease or Equipment Lease or Home
Equity Loan, the Seller shall deliver or cause to be delivered and released to
the Custodian the related Loan File, or shall otherwise provide for the
segregation and holding of such Loan File in such manner as Buyer and Seller may
agree.

         With respect to each Equipment Lease and Vehicle Lease that is included
in the Purchased Eligible Assets for a Transaction, to the extent that Buyer
agrees that delivery to the Custodian (or the Buyer or other third party
designee of the Buyer) shall not be required, the Seller shall, within 10
Business Days of each Purchase Date, segregate and hold on behalf of and as
custodian for Buyer, the following documents (collectively the "Lease File"),
pertaining to each of the Purchased Equipment Leases or Vehicle Leases
identified in the Confirmation:
<PAGE>

         (i)   the original counterparts of the Equipment Lease or Vehicle
               Lease, executed by a duly authorized representative of the
               Obligor, as lessee, and Seller, as lessor;

         (ii)  if such Equipment Lease or Vehicle Lease consists of a master
               lease and a schedule, the original schedule;

         (iii) if received, the acknowledgment copy of each UCC-1 financing
               statement filed or recorded in connection with each Equipment
               Lease, with evidence of filing or recording thereon, or if not
               yet received, a copy of each such UCC-1 financing statement;

         (iv)  if received, the acknowledgment copy of each filed or recorded
               intervening UCC-3 assignment showing a complete chain to Seller,
               with evidence of filing or recording thereon, or if not yet
               received, a copy of each such UCC-3 assignment;

         (v)   an original or certified copy of the certificate of title or
               other appropriate title document, or, if such title certificate
               or document has not yet been issued, the application therefor, in
               connection with the Vehicle related to each Vehicle Lease;

         (vi)  a copy of the insurance certificate or other evidence that all
               required insurance to be maintained pursuant to the Equipment
               Lease or Vehicle Lease has been obtained by the Obligor and is in
               full force and effect; and

         (vii) the original of any guaranty, indemnity, letter of credit or
               other security agreement, chattel mortgage or equivalent document
               executed in connection with the Equipment Lease or Vehicle Lease
               (if any).

         With respect to each Retail Installment Contract that is included in
the Purchased Eligible Assets for a Transaction, to the extent that Buyer agrees
that delivery to the Custodian (or the Buyer or other third party designee of
the Buyer) shall not be required, the Seller shall, within 10 Business Days of
each Purchase Date, segregate and hold on behalf of and as custodian for Buyer,
the following documents (collectively the "Retail Installment Contract Loan
File"), pertaining to each of the Purchased Retail Installment Contracts
identified in the Confirmation:

         (1)   the original copy of the Retail Installment Contract, including
               the executed evidence of the obligation of the Obligor;

         (2)   either (i) the original title document for the related Consumer
               Product or a duplicate certified by the appropriate governmental
               authority which issued the original thereof or the application
               for such title document or (ii) if the laws of the jurisdiction
               in which the related Consumer Product is located do not provide
               for the issuance of title documents for goods of the type
               including the Consumer Product, other evidence of ownership of
               the related Consumer Product which is customarily relied upon in
               such jurisdiction as evidence of title to such goods;

         (3)   evidence of one or more of the following types of perfection of
               the security interest in the related Consumer Product granted by
               such Retail Installment Contract, as appropriate: (i) notation of
               such security interest on the title
<PAGE>

               document, (ii) a financing statement meeting the requirements of
               the UCC, with evidence of recording indicated thereon (if
               required to perfect a security interest in the related Consumer
               Product under the UCC as in force in the relevant state), (iii)
               in the case of a Retail Installment Contract secured by a
               security interest in an aircraft, evidence of filing with the
               Federal Aviation Administration Aircraft Registry or (iv) such
               other evidence of perfection of a security interest in goods of
               the type including the Consumer Product as is customarily relied
               upon in the jurisdiction in which the related Consumer Product is
               located;

         (4)   the assignment of the Retail Installment Contract from the
               originator (if other than the Seller or a wholly-owned subsidiary
               of the Seller) to the Seller or a wholly-owned subsidiary of the
               Seller;

         (5)   any extension, modification or waiver agreement(s);

         (6)   a credit application signed by the obligor, or a copy thereof;
               and

         (7)   if required by Buyer in its sole discretion with respect to such
               Retail Installment Contract, a certificate of insurance or
               application form for insurance signed by the Obligor, or copies
               thereof.

         With respect to each Manufactured Housing Contract included in the
Purchased Eligible Assets for a Transaction and that is not a Land-and-Home
Contract, to the extent that Buyer agrees that delivery to the Custodian (or the
Buyer or other third party designee of the Buyer) shall not be required, the
Seller shall, within 10 Business Days of each Purchase Date, segregate and hold
on behalf of and as custodian for Buyer, the following documents (collectively
the "Manufactured Housing Contact Loan File" for each Manufactured Housing
Contract that is not a Land-and-Home Contract), pertaining to each of such
Purchased Manufactured Housing Contracts identified in the Confirmation:

         (1)   the original copy of the Manufactured Housing Contract, including
               the executed evidence of the obligation of the Obligor;

         (2)   either (i) the original title document for the related
               manufactured home or a duplicate certified by the appropriate
               governmental authority which issued the original thereof or the
               application for such title document or (ii) if the laws of the
               jurisdiction in which the related manufactured home is located do
               not provide for the issuance of title documents for manufactured
               housing, other evidence of ownership of the related manufactured
               home which is customarily relied upon in such jurisdiction as
               evidence of title to a manufactured housing unit;

         (3)   evidence of one or more of the following types of perfection of
               the security interest in the related manufactured home granted by
               such Manufactured Housing Contract, as appropriate: (i) notation
               of such security interest on the title document, (ii) a financing
               statement meeting the requirements of the UCC, with evidence of
               recording indicated thereon, or (iii) such other evidence of
               perfection of a security interest in a manufactured housing unit
               as is customarily relied upon in the jurisdiction in which the
               related manufactured home is located;
<PAGE>

         (4)   the assignment of the Manufactured Housing Contract from the
               originator to the Seller; and

         (5)   any extension, modification or waiver agreement(s).

         With respect to each Asset-Based Lending Contract that is included in
the Purchased Eligible Assets for a Transaction, to the extent that Buyer agrees
that delivery to the Custodian (or the Buyer or other third party designee of
the Buyer) shall not be required, the Seller shall, within 10 Business Days of
each Purchase Date, segregate and hold on behalf of and as custodian for Buyer,
the paper file pertaining to each of the Purchased Asset Based Lending Contracts
(collectively the "Asset Based Lending Contract Loan File") which shall include
(1) an original of the Asset Based Lending Contract, including the executed
evidence of the obligation of the Obligor, (2) evidence of perfection with
respect to any security interests in any assets created by or pursuant to the
Asset-Based Lending Contract, except where the contract or underwriting policies
of Conseco do not require perfection thereof, (3) the assignment of the
Asset-Based Lending Contract from the originator to the Seller; and (4) any
extension, modification or waiver agreement(s).

         With respect to each Credit Card Loan that is included in the Purchased
Eligible Assets for a Transaction, to the extent that Buyer agrees that delivery
to the Custodian (or the Buyer or other third party designee of the Buyer) shall
not be required, the Seller shall, within 10 Business Days of each Purchase
Date, segregate and hold on behalf of and as custodian for Buyer, the paper file
pertaining to each of the Credit Card Loans (collectively the "Credit Card Loan
File").

         e. In connection with each securitization or whole loan sale
disposition of any Purchased Eligible Assets, the proceeds of such sale shall be
used to pay down any outstanding Transactions.

         f. With respect to each Purchased Eligible Asset delivered by Seller to
Buyer or its designee (including the Custodian), Seller shall execute an omnibus
power of attorney substantially in the form of Exhibit II attached hereto
irrevocably appointing Buyer its attorney-in-fact with full power to, in each
case to the extent applicable, complete and record the assignment of the
Mortgage, complete the endorsement of the Mortgage Note, complete and file UCC
financing statements or Vehicle titles or assignments thereof and take such
other steps as may be necessary or desirable to enforce Buyer's rights against
such Purchased Eligible Assets, the related Loan Files and the Servicing
Records.

         g. Buyer shall deposit the Loan Files related to the Purchased Eligible
Assets with the Custodian to be maintained in accordance with the Custodial
Agreement, except to the extent otherwise agreed to by Buyer.

         h. Any Loan Files not delivered to Buyer or its designee (including the
Custodian) are and shall be held in trust by Seller or its designee for the
benefit of Buyer as the owner thereof. Seller or its designee shall maintain a
copy of the Loan File and the originals of the Loan File not delivered to Buyer
or its designee. The possession of the Loan File by Seller or its designee is at
the will of the Buyer for the sole purpose of servicing the related Purchased
Eligible Assets, and such retention and possession by the Seller or its designee
is in a custodial

<PAGE>

capacity only. The books and records (including, without limitation, any
computer records or tapes) of Seller or its designee shall be marked
appropriately to reflect clearly the sale of the related Purchased Eligible
Asset to Buyer. Seller or its designee (including the Custodian) shall release
its custody of the Loan File only in accordance with written instructions from
Buyer, unless such release is required as incidental to the servicing of the
Purchased Eligible Assets or is in connection with a repurchase of any Purchased
Eligible Asset by Seller.

8.       REHYPOTHECATION OR PLEDGE OF PURCHASED ELIGIBLE ASSETS

         Title to all Purchased Eligible Assets shall pass to Buyer and Buyer
shall have free and unrestricted use of all Purchased Eligible Assets. Nothing
in this Agreement shall preclude Buyer from engaging in repurchase transactions
with the Purchased Eligible Assets or otherwise pledging, repledging,
hypothecating, or rehypothecating the Purchased Eligible Assets, but no such
transaction shall relieve Buyer of its obligations to transfer Purchased
Eligible Assets to Seller pursuant to Section 3. Nothing contained in this
Agreement shall obligate Buyer to segregate any Purchased Eligible Assets
delivered to Buyer by Seller.

9.       SUBSTITUTION

         a. Subject to Section 9(b), Seller may, with prior written consent of
Buyer, with a copy to Custodian, substitute other Eligible Assets for any
Purchased Eligible Assets. Such substitution shall be made by transfer to Buyer
or its designee (including the Custodian) of the Loan File of such other
Eligible Assets (except to the extent that Buyer otherwise agrees) together with
a Custodial Delivery and transfer to Seller or its designee of the Purchased
Eligible Assets requested for release. After substitution, the substituted
Eligible Assets shall be deemed to be Purchased Eligible Assets subject to the
same Transaction as the released Eligible Assets.

         b. Notwithstanding anything to the contrary in this Agreement, Seller
may not substitute other Eligible Assets for any Purchased Eligible Assets (i)
if after taking into account such substitution, a Collateral Deficit would occur
or (ii) such substitution would cause a breach of any provision of this
Agreement.

10.      REPRESENTATIONS AND WARRANTIES

         a. Each of Buyer and Seller represents and warrants to the other that
(i) it is duly authorized to execute and deliver this Agreement, to enter into
the Transactions contemplated hereunder and to perform its obligations hereunder
and has taken all necessary action to authorize such execution, delivery and
performance; (ii) it will engage in such Transactions as principal; (iii) the
person signing this Agreement on its behalf is duly authorized to do so on its
behalf and upon execution this Agreement will create a legal, valid and binding
obligation, enforceable in accordance with its terms; (iv) no approval, consent
or authorization of the Transactions contemplated by this Agreement from any
federal, state, or local regulatory authority having jurisdiction over it is
required or, if required, such approval, consent or authorization has been or
will, prior to the Purchase Date, be obtained; (v) the execution, delivery, and
performance of this Agreement and the Transactions hereunder will not violate
any law, regulation, order, judgment, decree, ordinance, charter, by-law, or
rule applicable to it or its property or constitute a default (or an event
which, with notice or lapse of time, or both would

<PAGE>

constitute a default) under or result in a breach of any agreement or other
instrument by which it is bound or by which any of its assets are affected; (vi)
it has received approval and authorization to enter into this Agreement and each
and every Transaction actually entered into hereunder pursuant to its internal
policies and procedures; and (vii) neither this Agreement nor any Transaction
pursuant hereto are entered into in contemplation of insolvency or with intent
to hinder, delay or defraud any creditor.

         b. Seller represents and warrants to Buyer that as of the Purchase Date
for the purchase of any Purchased Eligible Assets by Buyer from Seller and as of
the date of this Agreement and any Transaction hereunder and at all times while
this Agreement and any Transaction hereunder is in full force and effect:

         i.    Organization. Seller is duly organized, validly existing and in
               good standing under the laws and regulations of the state of
               Minnesota and the Seller, or a servicer on the Seller's behalf,
               is duly licensed, qualified, and in good standing in every state
               where Seller transacts business and in any state where any
               mortgaged property is located if the laws of such state require
               licensing or qualification in order to conduct business of the
               type conducted by Seller therein.

         ii.   No Litigation. There is no action, suit, proceeding, arbitration
               or investigation pending or threatened against Seller which,
               either in any one instance or in the aggregate, may result in any
               Material Adverse Change with respect to the Seller, or in any
               material impairment of the right or ability of Seller to carry on
               its business substantially as now conducted, or in any material
               liability on the part of Seller, or which if adversely determined
               would affect the validity of this Agreement or any of the
               Purchased Eligible Assets or of any action taken or to be taken
               in connection with the obligations of Seller contemplated herein,
               or which would be likely to impair materially the ability of
               Seller to perform under the terms of this Agreement;

         iii.  No Broker. Seller has not dealt with any broker, investment
               banker, agent, or other person, except for Buyer, who may be
               entitled to any commission or compensation in connection with the
               sale of Purchased Eligible Assets pursuant to this Agreement;

         iv.   Good Title to Collateral. Purchased Eligible Assets shall be free
               and clear of any lien, encumbrance or impediment to transfer, and
               Seller has good, valid and marketable title and the right to sell
               and transfer such Purchased Eligible Assets to Buyer; provided,
               that Vehicle Leases may be held as Purchased Eligible Assets in
               the form of units of beneficial interest in a titling trust.

         v.    Delivery of Loan File. With respect to each Purchased Eligible
               Asset, the Loan File and any other documents required to be
               delivered under this Agreement and the Custodial Agreement have
               been delivered to the Custodian. Seller or its designee is in
               possession of a complete, true and accurate Loan File with
               respect to the Purchased Eligible Assets, except for such
               documents the originals of which have been delivered to the
               Custodian.
<PAGE>

         vi.   Selection Process. The Purchased Eligible Assets were selected
               from among the outstanding assets in Seller's portfolio as to
               which the representations and warranties set forth in this
               Agreement could be made and such selection was not made in a
               manner so as to affect adversely the interests of Buyer.

         vii.  Approved Seller. Seller is a HUD approved Seller. There has been
               no material detrimental finding in a HUD or other investigation
               of Seller;

         viii. No Untrue Statements. Neither this Agreement nor any written
               statement made, or any report or other document issued or
               delivered or to be issued or delivered by Seller pursuant to this
               Agreement or in connection with the transactions contemplated
               hereby contains any untrue statement of fact or omits to state a
               fact necessary to make the statements contained herein or therein
               not misleading;

         ix.   Origination Practices. The origination practices with respect to
               each Eligible Asset (i) have been and are in all respects legal
               and proper in the mortgage origination business and consumer
               finance business and (ii) are in accordance with the underwriting
               guidelines previously supplied and approved by the Buyer;

         x.    Performance of Agreement. Seller does not believe, nor does it
               have any reason or cause to believe, that it cannot perform each
               and every covenant contained in this Agreement on its part to be
               performed;

         xi.   Seller Not Insolvent. Seller is not, and with the passage of time
               does not expect to become, insolvent; and

         xii.  No Event of Default. No Event of Default has occurred and is
               continuing hereunder.

         c. Seller represents and warrants to the Buyer that each Purchased
Eligible Asset sold hereunder and each pool of Purchased Eligible Assets sold in
a Transaction hereunder, as of the related Purchase Date conform to the
representations and warranties set forth in Exhibit IV, V, VI, VII, VIII, IX, X
or XI attached hereto, as applicable, and that each Eligible Asset delivered
hereunder as Additional Eligible Assets or Substituted Eligible Assets, as of
the date of such delivery, conforms to the representations and warranties set
forth in Exhibit IV, V, VI, VII, VIII, IX, X or XI attached hereto, as
applicable. Seller further represents and warrants to the Buyer that, as of the
first Business Day of each month, the Computer Tape with respect to each
Purchased Eligible Asset is complete, true and correct. It is understood and
agreed that the representations and warranties set forth in Exhibit IV, V, VI,
VII, VIII, IX, X or XI attached hereto shall survive delivery of the respective
Loan File to Buyer or its designee (including the Custodian).

         d. On the Purchase Date for any Transaction, Buyer and Seller shall
each be deemed to have made all the foregoing representations with respect to
itself as of such Purchase Date.
<PAGE>

11.      NEGATIVE COVENANTS OF THE SELLER

         On and as of the date of this Agreement and each Purchase Date and
until this Agreement is no longer in force with respect to any Transaction,
Seller covenants that it will not:

         a. take any action which would directly or indirectly impair or
adversely affect Buyer's title to or the value of the Purchased Eligible Assets;

         b. pledge, assign, convey, grant, bargain, sell, set over, deliver or
otherwise transfer any interest in the Purchased Eligible Assets to any person
not a party to this Agreement nor will the Seller create, incur or permit to
exist any lien, encumbrance or security interest in or on the Purchased Eligible
Assets except as described in Section 6 of this Agreement;

         c. amend, alter, modify or change in any material way its underwriting
guidelines without Buyer's consent; or

         d. commence a voluntary bankruptcy proceeding or similar insolvency
proceeding under applicable laws, without a unanimous vote of the board of
directors of Seller.

         e. with respect to Wet Home Equity Loans and Wet Manufactured Housing
Contracts subject to Transactions hereunder, exceed an aggregate Purchase Price
of (x) until May 31, 2000, $400,000,000, (y) for the first 15 days of each
succeeding calendar month, $350,000,000 and (z) for the remainder of each
succeeding calendar month, $250,000,000.

12.      AFFIRMATIVE COVENANTS OF THE SELLER

         For so long as this Agreement is in effect:

         a. Seller covenants that it will promptly notify Buyer of any Material
Adverse Change with respect to it or Conseco.

         b. Seller shall provide Buyer with copies of such documentation as
Buyer may reasonably request evidencing the truthfulness of the representations
set forth in Section 10, including but not limited to resolutions evidencing the
approval of this Agreement by Seller's board of directors or loan committee,
copies of the minutes of the meetings of Seller's board of directors or loan
committee at which this Agreement and the Transactions contemplated by this
Agreement were approved, and evidence of Seller's status as an approved
Seller/Servicer.

         c. Seller shall, at Buyer's request, take all action necessary to
ensure that Buyer will have a first priority security interest in the Purchased
Eligible Assets, including, among other things, filing such UCC financing
statements, mortgages or other instruments as Buyer may reasonably request.

         d. Seller covenants that it will not create, incur or permit to exist
any lien, encumbrance or security interest in or on any of the Purchased
Eligible Assets without the prior express written consent of Buyer.

         e. Seller shall notify Buyer no later than one (1) Business Day after
obtaining actual knowledge thereof, if any event has occurred that constitutes
an Event of Default with respect to

<PAGE>

Seller or any event that with the giving of notice or lapse of time, or both,
would become an Event of Default with respect to Seller.

         f. Seller covenants to provide Buyer with a copy of any material
changes to Seller's underwriting guidelines prior to the effectiveness of any
such change.

         g. Seller covenants, upon the reasonable request of Buyer after the
occurrence of a Collateral Deficit, to enter into Hedges in order to protect
adequately, in the reasonable judgment against interest rate risks.

         h. Seller covenants to provide Buyer on the 15th day of each month with
respect to Purchased Eligible Assets, either by direct modem electronic
transmission or via a computer diskette, the Computer Tape with respect to all
Purchased Eligible Assets then subject to Transactions.

         i. Seller covenants to provide Buyer with the following financial and
reporting information:

            i.   Within 90 days after the last day of its fiscal year, Conseco's
                 audited consolidated and consolidating statements of income and
                 statements of changes in cash flow for such year and balance
                 sheets as of the end of such year in each case presented fairly
                 in accordance with GAAP, and accompanied, in all cases, by an
                 unqualified report of a firm of "Big Five" independent
                 certified public accountants or any other nationally recognized
                 independent certified public accounting firm consented to by
                 Buyer (which consent shall not be unreasonably withheld);

            ii.  Upon request, within 30 days after the last day of the first
                 three fiscal quarters in any fiscal year, Conseco's
                 consolidated and consolidating statements of income and
                 statements of changes in cash flow for such quarter and balance
                 sheets as of the end of such quarter presented fairly in
                 accordance with GAAP;

            iii. Upon request, within 30 days after the last day of each
                 calendar month an officer's certificate from a senior officer
                 of the Seller addressed to Buyer certifying that, as of such
                 calendar month, (x) Seller is in compliance with all of the
                 terms, conditions and requirements of this Agreement, and (y)
                 no Event of Default exists; and

            iv.  Upon request, within 30 days, copies of all proxy statements,
                 financial statements, and reports which Seller or Conseco sends
                 to its stockholders, and copies of all regular, periodic and
                 special reports, and all registration statements under the
                 Securities Act of 1933, as amended, which it files with the
                 Securities and Exchange Commission or any government authority
                 which may be substituted therefor, or with any national
                 securities exchange.

         j. Seller shall do all things necessary to remain duly incorporated,
validly existing and in good standing as a domestic corporation in its
jurisdiction and maintain all requisite authority to conduct its business in
each jurisdiction in which Seller conducts business.
<PAGE>

13.      EVENTS OF DEFAULT

         a. If any of the following events (each an "Event of Default") occur,
Buyer shall have the rights set forth in Section 14, as applicable:

            i.   Seller fails to satisfy or perform any material obligation or
                 covenant under this Agreement;

            ii.  An Act of Insolvency occurs with respect to Seller or Conseco;

            iii. Any representation made by Seller shall have been incorrect or
                 untrue in any material respect when made or repeated or deemed
                 to have been made or repeated;

            iv.  Seller shall admit its inability to, or its intention not to,
                 perform any of its obligations hereunder;

            v.   Any governmental, regulatory, or self-regulatory authority
                 takes any action to remove, limit, restrict, suspend or
                 terminate the rights, privileges, or operations of the Seller
                 or Conseco, including suspension as an issuer, lender or
                 seller/servicer of mortgage loans or loans arising under
                 consumer finance contracts, which suspension has a material
                 adverse effect on the ordinary business operations of Seller or
                 Conseco, and which continues for more than 24 hours;

            vi.  Seller dissolves, merges or consolidates with another entity
                 (unless (A) it is the surviving party or (B) the entity into
                 which it merges has equity and a market value of at least that
                 of the Seller immediately prior to such merger and such entity
                 expressly assumes the obligations of the Seller at the time of
                 such merger), or sells, transfers, or otherwise disposes of a
                 material portion of its business or assets;

            vii. Buyer, in its good faith judgment, believes that there has been
                 a Material Adverse Change with respect to the Seller or Conseco
                 or that Seller will not meet any of its obligations under any
                 Transaction pursuant to this Agreement, or any other agreement
                 between the parties;

            viii.Seller or Conseco is in default under any other agreement to
                 which it is a party, provided, however, such a default shall
                 not constitute an Event of Default if the exercise of such
                 remedies as are available to Seller's or Conseco's counterparty
                 with respect to such default would not result in a Material
                 Adverse Change with respect to the Seller or Conseco, as
                 applicable;

            ix.  A final judgment by any competent court in the United States of
                 America for the payment of money in an amount of at least
                 $1,000,000 is rendered against the Seller, and the same remains
                 undischarged or unpaid for a period of sixty (60) days during
                 which execution of such judgment is not effectively stayed;

            x.   This Agreement shall for any reason cease to create a valid,
                 first priority security interest in any of the Purchased
                 Eligible Assets purported to be covered hereby;

            xi.  A Collateral Deficit occurs with respect to Seller, and is not
                 eliminated within the time period specified in Section 4(b); or
<PAGE>

            xii. An "event of default" has occurred pursuant to a Hedge, the
                 Asset Assignment Agreement or the Repurchase Facility (Residual
                 Corp.).

         b. In making a determination as to whether an Event of Default has
occurred, the Buyer shall be entitled to rely on reports published or broadcast
by media sources believed by such party to be generally reliable and on
information provided to it by any other sources believed by it to be generally
reliable, provided that such party reasonably and in good faith believes such
information to be accurate and has taken such steps as may be reasonable in the
circumstances to attempt to verify such information.

14.      REMEDIES

         a. If an Event of Default occurs with respect to Seller, the following
rights and remedies are available to Buyer:

            i.   At the option of Buyer, exercised by written notice to Seller
                 (which option shall be deemed to have been exercised, even if
                 no notice is given, immediately upon the occurrence of an Act
                 of Insolvency), the Repurchase Date for each Transaction
                 hereunder shall be deemed immediately to occur.

            ii.  If Buyer exercises or is deemed to have exercised the option
                 referred to in subsection (a)(i) of this Section,

               (A)  Seller's obligations hereunder to repurchase all Purchased
                    Eligible Assets in such Transactions shall thereupon become
                    immediately due and payable,

               (B)  to the extent permitted by applicable law, the Repurchase
                    Price with respect to each such Transaction shall be
                    increased by the aggregate amount obtained by daily
                    application of, on a 360 day per year basis for the actual
                    number of days during the period from and including the date
                    of the exercise or deemed exercise of such option to but
                    excluding the date of payment of the Repurchase Price as so
                    increased, (x) the greater of the Prime Rate or the Pricing
                    Rate for each such Transaction to (y) the Repurchase Price
                    for such Transaction as of the Repurchase Date as determined
                    pursuant to subsection (a)(i) of this Section (decreased as
                    of any day by (I) any amounts actually in the possession of
                    Buyer pursuant to clause (C) of this subsection, (II) any
                    proceeds from the sale of Purchased Eligible Assets applied
                    to the Repurchase Price pursuant to subsection (a)(xii) of
                    this Section, and (III) any amounts applied to the
                    Repurchase Price pursuant to subsection (a)(iii) of this
                    Section), and

               (C)  all Income actually received by the Buyer or its designee
                    (including the Custodian) pursuant to Section 5 shall be
                    applied to the aggregate unpaid Repurchase Price owed by
                    Seller.

            iii. After one Business Day's notice to Seller (which notice need
                 not be given if an Act of Insolvency shall have occurred, and
                 which may be the notice given under subsection (a)(i) of this
                 Section), Buyer may (A) immediately sell, without notice or

<PAGE>

                 demand of any kind, at a public or private sale and at such
                 price or prices Buyer may reasonably deem satisfactory any or
                 all Purchased Eligible Assets subject to a Transaction
                 hereunder or (B) in its sole discretion elect, in lieu of
                 selling all or a portion of such Purchased Eligible Assets, to
                 give Seller credit for such Purchased Eligible Assets in an
                 amount equal to the Market Value of the Purchased Eligible
                 Assets, and apply such amount, first, against the aggregate
                 unpaid Repurchase Price and any other amounts owing by Seller
                 hereunder and, second, against the other outstanding
                 Indebtedness in such order as Seller may elect. The proceeds of
                 any disposition of Purchased Eligible Assets shall be applied
                 first to the costs and expenses incurred by Buyer in connection
                 with Seller's default; second to consequential damages,
                 including but not limited to costs of cover and/or related
                 hedging transactions; third to the Repurchase Price; and fourth
                 to the payment of the other outstanding Indebtedness in such
                 order as Seller may elect.

            iv.  The parties recognize that it may not be possible to purchase
                 or sell all of the Purchased Eligible Assets on a particular
                 Business Day, or in a transaction with the same purchaser, or
                 in the same manner because the market for such Purchased
                 Eligible Assets may not be liquid. In view of the nature of the
                 Purchased Eligible Assets, the parties agree that liquidation
                 of a Transaction or the underlying Purchased Eligible Assets
                 does not require a public purchase or sale and that a good
                 faith private purchase or sale shall be deemed to have been
                 made in a commercially reasonable manner. Accordingly, Buyer
                 may elect, in its sole discretion, the time and manner of
                 liquidating any Purchased Eligible Asset and nothing contained
                 herein shall (A) obligate Buyer to liquidate any Purchased
                 Eligible Asset on the occurrence of an Event of Default or to
                 liquidate all Purchased Eligible Assets in the same manner or
                 on the same Business Day or (B) constitute a waiver of any
                 right or remedy of Buyer. However, in recognition of the
                 parties' agreement that the Transactions hereunder have been
                 entered into in consideration of and in reliance upon the fact
                 that all Transactions hereunder constitute a single business
                 and contractual relationship and that each Transaction has been
                 entered into in consideration of the other Transactions, the
                 parties further agree that Buyer shall use its best efforts to
                 liquidate all Transactions hereunder upon the occurrence of an
                 Event of Default as quickly as is prudently possible in the
                 reasonable judgment of Buyer.

            v.   Buyer shall, without regard to the adequacy of the security for
                 the Seller's obligations under this Agreement, be entitled to
                 the appointment of a receiver by any court having jurisdiction,
                 without notice, to take possession of and protect, collect,
                 manage, liquidate, and sell the Purchased Eligible Assets or
                 any portion thereof, and collect the payments due with respect
                 to the Purchased Eligible Assets or any portion thereof. Seller
                 shall pay all costs and expenses incurred by Buyer in
                 connection with the appointment and activities of such
                 receiver.

            vi.  Seller agrees that Buyer may obtain an injunction or an order
                 of specific performance to compel Seller to fulfill its
                 obligations as set forth in Section 25, if Seller fails or
                 refuses to perform its obligations as set forth therein.

            vii. Seller shall be liable to Buyer for the amount of all expenses,
                 reasonably incurred by Buyer in connection with or as a
                 consequence of an Event of Default,

<PAGE>

                 including, without limitation, reasonable legal fees and
                 expenses and reasonable costs incurred in connection with
                 hedging or covering transactions.

            viii.Buyer shall have all the rights and remedies provided herein,
                 provided by applicable federal, state, foreign, and local laws
                 (including, without limitation, the rights and remedies of a
                 secured party under the UCC of the State of New York, to the
                 extent that the UCC is applicable, and the right to offset any
                 mutual debt and claim), in equity, and under any other
                 agreement between Buyer and Seller.

            ix.  Buyer may exercise one or more of the remedies available to
                 Buyer immediately upon the occurrence of an Event of Default
                 and, except to the extent provided in subsections (a)(i) and
                 (iii) of this Section, at any time thereafter without notice to
                 Seller. All rights and remedies arising under this Agreement as
                 amended from time to time hereunder are cumulative and not
                 exclusive of any other rights or remedies which Buyer may have.

            x.   In addition to its rights hereunder, Buyer shall have the right
                 to proceed against any assets of Seller which may be in the
                 possession of Buyer or its designee (including the Custodian)
                 including the right to liquidate such assets and to set off the
                 proceeds against monies owed by Seller to Buyer pursuant to
                 this Agreement. Buyer may set off cash, the proceeds of the
                 liquidation of the Purchased Eligible Assets, and all other
                 sums or obligations owed by Seller to Buyer against all of
                 Seller's obligations to Buyer, whether under this Agreement,
                 under a Transaction, or under any other agreement between the
                 parties, or otherwise, whether or not such obligations are then
                 due, without prejudice to Buyer's right to recover any
                 deficiency. Any cash, proceeds, or property in excess of any
                 amounts due, or which Buyer reasonably believes may become due,
                 to it from Seller shall be returned to Seller after
                 satisfaction of all obligations of Seller to Buyer.

            xi.  Buyer may enforce its rights and remedies hereunder without
                 prior judicial process or hearing, and Seller hereby expressly
                 waives any defenses Seller might otherwise have to require
                 Buyer to enforce its rights by judicial process. Seller also
                 waives any defense Seller might otherwise have arising from the
                 use of nonjudicial process, enforcement and sale of all or any
                 portion of the Purchased Eligible Assets, or from any other
                 election of remedies. Seller recognizes that nonjudicial
                 remedies are consistent with the usages of the trade, are
                 responsive to commercial necessity and are the result of a
                 bargain at arm's length.

            xii. Buyer and Seller hereby agree that sales of the Purchased
                 Eligible Assets shall be deemed to include and permit the sales
                 of Purchased Eligible Assets pursuant to a securities offering.

            xiii.Notwithstanding the foregoing remedies, if the Event of
                 Default (other than an Event of Default under Section
                 13(a)(xi)) arises from a breach of any representation or
                 warranty set forth in Sections 10(b)(iii), (v) or (ix) or in
                 Exhibit IV, V, VI, VII, VIII, IX, X or XI attached hereto with
                 respect to a Purchased Eligible Asset, then Seller may elect,
                 subject to Buyer's written consent (which consent shall not be

<PAGE>

                 unreasonably withheld or delayed), to cure such default by
                 repurchasing such Eligible Asset or substituting for such
                 Eligible Asset within two (2) Business Days of such Event of
                 Default, provided, however, that Seller shall not have the
                 right to make the foregoing election if such breach causes a
                 default with respect to Eligible Assets that in the aggregate
                 represent ten percent (10%) or more of the aggregate Purchase
                 Price of all Purchased Eligible Assets subject to then
                 outstanding Transactions. The repurchase price for any such
                 repurchase shall be the outstanding Repurchase Price of such
                 Eligible Asset. Any such substitution shall be performed in
                 accordance with Section 9 of this Agreement.

15.      ADDITIONAL CONDITION

         Seller shall, on the date of the initial Transaction hereunder and,
upon the request of Buyer (but no more than once in any calendar year), on the
date of any subsequent Transaction, cause to be delivered to Buyer, with
reliance thereon permitted as to any Person that purchases the Purchased
Eligible Assets from Buyer in a repurchase transaction, a favorable opinion or
opinions of counsel with respect to the matters set forth in Exhibit III
attached hereto.

         Additionally, prior to entering into the initial Transaction under this
Agreement, Seller shall cause Conseco to have executed and delivered the Limited
Guaranty.

16.      SINGLE AGREEMENT

         Buyer and Seller acknowledge that, and have entered hereunto and will
enter into each Transaction hereunder in consideration of and in reliance upon
the fact that, all Transactions hereunder constitute a single business and
contractual relationship and that each has been entered into in consideration of
the other Transactions. Accordingly, each of Buyer and Seller agrees (i) to
perform all of its obligations in respect of each Transaction hereunder, and
that a default in the performance of any such obligations shall constitute a
default by it in respect of all Transactions hereunder, (ii) that each of them
shall be entitled to set off claims and apply property held by them in respect
of any Transaction against obligations owing to them in respect of any other
Transactions hereunder and (iii) that payments, deliveries and other transfers
made by either of them in respect of any Transaction shall be deemed to have
been made in consideration of payments, deliveries, and other transfers in
respect of any other Transactions hereunder, and the obligations to make any
such payments, deliveries, and other transfers may be applied against each other
and netted; provided, however, that the parties hereto acknowledge and agree
that each Purchased Eligible Asset is identified and unique and nothing in this
Agreement should limit or reduce Buyer's obligation to deliver the Purchased
Eligible Assets to Seller as and when provided herein.

17.      NOTICES AND OTHER COMMUNICATIONS

         Unless another address is specified in writing by the respective party
to whom any written notice or other communication is to be given hereunder, all
such notices or communications shall be in writing or confirmed in writing and
delivered at the respective addresses set forth in the Confirmation.
<PAGE>

18.      ENTIRE AGREEMENT; SEVERABILITY

         This Agreement together with the applicable Confirmation constitutes
the entire understanding between Buyer and Seller with respect to the subject
matter it covers and shall supersede any existing agreements between the parties
containing general terms and conditions for repurchase transactions involving
Purchased Eligible Assets. By acceptance of this Agreement, Buyer and Seller
acknowledge that they have not made, and are not relying upon, any statements,
representations, promises or undertakings not contained in this Agreement. Each
provision and agreement herein shall be treated as separate and independent from
any other provision or agreement herein and shall be enforceable notwithstanding
the unenforceability of any such other provision or agreement.

19.      NON-ASSIGNABILITY

         The rights and obligations of the parties under this Agreement and
under any Transaction may be assigned by Lehman Commercial Paper Inc. but shall
not be assigned by Green Tree Finance Corp. -- Five without the prior written
consent of Lehman Commercial Paper Inc. Subject to the foregoing, this Agreement
and any Transactions shall be binding upon and shall inure to the benefit of the
parties and their respective successors and assigns. Nothing in this Agreement
express or implied, shall give to any person, other than the parties to this
Agreement and their successors hereunder, any benefit or any legal or equitable
right, power, remedy or claim under this Agreement.

20.      TERMINABILITY

         This Agreement shall terminate in 180 days unless the Buyer and Seller
agree to extend this Agreement for a period of 180 days therefrom.
Notwithstanding any such termination or the occurrence of an Event of Default,
all of the representations and warranties hereunder (including those made in
Exhibits IV, V, VI, VII, VIII, IX, X and XI hereof) shall continue and survive.

21.      GOVERNING LAW

         THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAW PRINCIPLES THEREOF.

22.      CONSENT TO JURISDICTION AND ARBITRATION

         The parties irrevocably agree to submit to the personal jurisdiction of
the United States District Court for the Southern District of New York, the
parties irrevocably waiving any objection thereto. If, for any reason, federal
jurisdiction is not available, and only if federal jurisdiction is not
available, the parties irrevocably agree to submit to the personal jurisdiction
of the Supreme Court of the State of New York, the parties irrevocably waiving
any objection thereto. Notwithstanding the foregoing two sentences, at either
party's sole option exercisable at any time not later than thirty (30) days
after an action or proceeding has been commenced, the parties agree that the
matter may be submitted to binding arbitration in accordance with the commercial
rules of the American Arbitration Association then in effect in the State of New
York and judgment upon any award rendered by the arbitrator may be entered in
any court having jurisdiction thereof within the City, County and State of New
York; provided, however, that the arbitrator shall not amend, supplement, or
reform in any regard this Agreement or the

<PAGE>

terms of any Confirmation, the rights or obligations of any party hereunder or
thereunder, or the enforceability of any of the terms hereof or thereof. Any
arbitration shall be conducted before a single arbitrator who shall be
reasonably familiar with repurchase transactions and the secondary mortgage
market in the City, County, and State of New York.

23.      NO WAIVERS, ETC.

         No express or implied waiver of any Event of Default by either party
shall constitute a waiver of any other Event of Default and no exercise of any
remedy hereunder by any party shall constitute a waiver of its right to exercise
any other remedy hereunder. No modification or waiver of any provision of this
Agreement and no consent by any party to a departure herefrom shall be effective
unless and until such shall be in writing and duly executed by both of the
parties hereto. Any such waiver or modification shall be effective only in the
specific instance and for the specific purpose for which it was given.

24.      INTENT

         The parties understand and intend that this Agreement and each
Transaction hereunder constitute a "repurchase agreement" and a "securities
contract" as those terms are defined under the relevant provisions of Title 11
of the United States Code, as amended.

25.      SERVICING

         a. Notwithstanding the purchase and sale of the Purchased Eligible
Assets hereby, Seller shall cause Conseco to service the Purchased Eligible
Assets for the benefit of Buyer and, if Buyer shall exercise its rights to
pledge or hypothecate the Purchased Eligible Asset prior to the related
Repurchase Date pursuant to Section 8, Buyer's assigns; provided, however, that
the obligations of Seller to service the Purchased Eligible Assets shall cease
upon the payment by Seller to Buyer of the Repurchase Price therefor. Seller
shall cause Conseco to service the Purchased Eligible Assets in accordance with
the servicing standards maintained by other prudent mortgage, consumer finance
and commercial lenders with respect to loans and leases similar to the Purchased
Eligible Assets.

         b. Seller agrees that Buyer is the owner of all servicing records owned
by Seller, including but not limited to any and all servicing agreements, files,
documents, records, data bases, computer tapes, copies of computer tapes, proof
of insurance coverage, insurance policies, appraisals, other closing
documentation, payment history records, and any other records relating to or
evidencing the servicing of Purchased Eligible Assets (the "Servicing Records").
Seller grants Buyer a security interest in all servicing fees and rights
relating to the Eligible Assets and all Servicing Records to secure the
obligation of the Seller or its designee to service in conformity with this
Section and any other obligation of Seller to Buyer. Seller covenants to
safeguard such Servicing Records and to deliver them promptly to Buyer or its
designee (including the Custodian) at Buyer's request.

         c. Upon the occurrence and continuance of an Event of Default, Buyer
may, in its sole discretion, (i) sell its right to the Purchased Eligible Assets
on a servicing released basis or (ii) terminate the Seller or its nominee as
servicer of the Purchased Eligible Assets with or without cause, in each case
without payment of any termination fee.
<PAGE>

         d. Seller shall not employ sub-servicers to service the Purchased
Eligible Assets without the prior approval of Buyer.

         e. Seller shall cause any sub-servicer hereunder to execute a letter
agreement with Buyer acknowledging Buyer's security interest and agreeing that,
upon notice from Buyer (or the Custodian on its behalf) that an Event of Default
has occurred and is continuing hereunder, it shall deposit all Income with
respect to the Purchased Eligible Assets in the account specified in the third
sentence of Section 5(a).

26.      indemnification

         Seller hereby agrees to indemnify Buyer, Buyer's designees and each of
its officers, directors, employees and agents ("Indemnified Parties") from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, taxes (other than income taxes of the Buyer), fees,
costs, expenses (including reasonable attorneys fees and disbursements) or
disbursements (all of the foregoing, collectively "Indemnified Amounts") which
may at any time (including, without limitation, such time as this Agreement
shall no longer be in effect) be imposed on or asserted against any Indemnified
Party in any way whatsoever arising out of or in connection with, or relating
to, this Agreement, the Custodial Agreement or any other related document or any
Transactions thereunder or any action taken or omitted to be taken by Seller or
any of its Affiliates under or in connection with any of the foregoing;
provided, that Seller shall not be liable for Indemnified Amounts resulting from
the gross negligence or willful misconduct of any Indemnified Party.

27.      MISCELLANEOUS

         a. Time is of the essence under this agreement and all Transactions and
all references to a time shall mean New York time in effect on the date of the
action unless otherwise expressly stated in this Agreement.

         b. Buyer shall be authorized to accept orders and take any other action
affecting any accounts of the Seller in response to instructions given in
writing or orally by telephone or otherwise by any person with apparent
authority to act on behalf of the Seller, and the Seller shall indemnify Buyer,
defend, and hold Buyer harmless from and against any and all liabilities,
losses, damages, costs, and expenses of any nature arising out of or in
connection with any action taken by Buyer in response to such instructions
received or reasonably believed to have been received from the Seller.

         c. If there is any conflict between the terms of this Agreement or any
Transaction entered into hereunder and the Custodial Agreement, this Agreement
shall prevail.

         d. If there is any conflict between the terms of a Confirmation or a
corrected Confirmation issued by the Buyer and this Agreement, the Confirmation
shall prevail.

         e. This Agreement may be executed in counterparts, each of which so
executed shall be deemed to be an original, but all of such counterparts shall
together constitute but one and the same instrument.
<PAGE>

         f. Seller agrees to reimburse Buyer for all reasonable costs and
expenses of Buyer in connection with this Agreement including, without
limitation, (i) the fees, expenses and disbursement of counsel to Buyer, (ii)
due diligence expenses and (iii) on-going auditing fees.

         g. The headings in this Agreement are for convenience of reference only
and shall not affect the interpretation or construction of this Agreement.

                            [Signature page follows.]


<PAGE>


         IN WITNESS WHEREOF,  the parties have entered into this Agreement as of
the date set forth above.

                                     LEHMAN COMMERCIAL PAPER INC.,
                                         Buyer

                                     By:    /s/ Vincent Primiano
                                            -----------------------------------

                                     Title: Vice President
                                            -----------------------------------

                                     Date:  May 11, 2000
                                            -----------------------------------




                                     GREEN TREE FINANCE CORP.--FIVE,
                                         Seller

                                     By:    /s/Phyllis A. Knight
                                            -----------------------------------

                                     Title: Senior Vice President and Treasurer
                                            -----------------------------------

                                     Date:
                                            -----------------------------------




<PAGE>


EXHIBITS
--------

EXHIBIT I            Confirmation

EXHIBIT II           Form of Power of Attorney

EXHIBIT III          Opinion of Counsel to Seller

EXHIBIT IV           Representations and Warranties Regarding Home Improvement
                     Loans

EXHIBIT V            Representations and Warranties Regarding High LTV Home
                     Equity Loans and Home Equity Loans

EXHIBIT VI           Representations and Warranties Regarding Retail
                     Installment Contracts

EXHIBIT VII          Representations and Warranties Regarding Equipment Leases

EXHIBIT VIII         Representations and Warranties Regarding Asset Based
                     Lending Contracts

EXHIBIT IX           Representations and Warranties Regarding Vehicle Leases

EXHIBIT X            Representations and Warranties Regarding Credit Card Loans

EXHIBIT XI           Representations and Warranties Regarding Manufactured
                     Housing Contracts

EXHIBIT XII          Form of Limited Guaranty



<PAGE>


EXHIBIT I

                           Form of Confirmation Letter
                                                                         (date)

[Green Tree Finance Corp.--Five]


Attention:


Confirmation No.____________________

Ladies/Gentlemen:

         This letter confirms our oral agreement to purchase from you the
Eligible Assets listed in Appendix I hereto, pursuant to the Amended and
Restated Master Repurchase Agreement between us, dated May 9, 2000 (the
"Agreement"), as follows:

                    Purchase Date:

                    Eligible Assets to be Purchased: See Appendix I hereto.
                    [Appendix I to Confirmation Letter will list Eligible
                    Assets]

                    Aggregate Principal Amount of Purchased Eligible Assets:

                    Purchase Price:

                    Pricing Rate:

                    Repurchase Date:

                    Repurchase Price:

                    Collateral Amount Percentage with respect to Market Value
                    for Home Equity:

                    Collateral Amount Percentage with respect to Market Value
                    for Insured Home Improvement Loans:

                    Collateral Amount Percentage with respect to Market Value
                    for Uninsured Home Improvement Loans:

                    Collateral Amount Percentage with respect to Market Value
                    for Loans arising under Retail Installment Contracts:

                    Collateral Amount Percentage with respect to Market Value
                    for Equipment Leases:
<PAGE>

                    Collateral Amount Percentage with respect to Market Value
                    for Manufactured Housing Contracts:

                    Collateral Amount Percentage with respect to Market Value
                    for Vehicle Leases:

                    Collateral Amount Percentage with respect to Market Value
                    for Asset Based Lending Contracts:

                    Collateral Amount Percentage with respect to Market Value
                    for Credit Card Balances:



                    Names and addresses for communications:

                    Buyer:
                    [Lehman Commercial Paper Inc.
                    101 Hudson Street
                    Jersey City, NJ
                    Attention: Richard DePaulis or Chris Czako

                    with a copy to:
                    Lehman Commercial Paper Inc.
                    200 Vesey Street
                    12th Floor New York, New York 10285-0900
                    Attention: Eugene Nagotko or Fred Madonna]

                    Seller: [Green Tree Finance Corp.--Five]

                    Attention:

                                             LEHMAN COMMERCIAL PAPER INC.,
                                                  Buyer

                                             By:    ___________________________

                                             Title: ___________________________

                                             Date:  ___________________________

         The Seller hereby confirms that all of the representations and
warranties contained in the Agreement (including [Exhibit IV, Exhibit V, Exhibit
VI, Exhibit VII, Exhibit VIII, Exhibit IX, Exhibit X and Exhibit XI]) are true
and correct as if made as of the date hereof, the Seller is not in breach of any
covenant contained therein and there exists no Event of Default thereunder.

Agreed and Acknowledged:
Green Tree Finance Corp.--Five
Seller

By:___________________________________________________________

Name:_________________________________________________________

Title:________________________________________________________
<PAGE>


EXHIBIT II

                            Form of Power of Attorney

"Know All Men by These Presents, that Green Tree Finance Corp.--Five ("Seller"),
does hereby appoint Lehman Commercial Paper Inc. ("Buyer"), its attorney-in-fact
to act in Seller's name, place and stead in any way which Seller could do with
respect to (i) the completion of the endorsements of the Mortgage Notes and the
assignments of Mortgages, (ii) the recordation of the assignments of Mortgages,
(iii) the filing, amendment or assignment of UCC financing statements or
certificates of title and (iv) the enforcement of the Seller's rights under the
Purchased Eligible Assets purchased by Buyer pursuant to the Amended and
Restated Master Repurchase Agreement dated May 9, 2000 between Seller and Buyer
and to take such other steps as may be necessary or desirable to enforce Buyer's
rights against such Purchased Eligible Assets, the related Loan Files and the
Servicing Records to the extent that Seller is permitted by law to act through
an agent.

TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD
PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT
HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO
SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OF SUCH REVOCATION
OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS
OWN BEHALF AND ON BEHALF OF SELLER'S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND
HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY
ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON
THE PROVISIONS OF THIS INSTRUMENT.



<PAGE>


IN WITNESS WHEREOF Seller has caused this Power of Attorney to be executed and
the Seller's seal to be affixed this ____ day of, _____________, 200_.

Green Tree Finance Corp.--Five

By:___________________________________________________________

Name:_________________________________________________________

Title:________________________________________________________

[NOTARIZE]


<PAGE>

EXHIBIT III

                           OPINION OF SELLER'S COUNSEL

1.      CORPORATE EXISTENCE

2.      AUTHORIZATION, EXECUTION AND DELIVERY

3.      ENFORCEABILITY

4.      NO DEFAULTS

5.      NO LITIGATION

6.      COMPLIANCE WITH LAWS

7.      NO CONSENTS/APPROVALS NEEDED

8.      VALIDLY CREATED FIRST PRIORITY PERFECTED SECURITY INTEREST IN COLLATERAL


<PAGE>

EXHIBIT IV



                          Representations with respect
                            to Home Improvement Loans

         A. Payments. The scheduled payment of principal and interest due under
the Home Improvement Loan with respect to the prior Due Date was made on or
before such Due Date by or on behalf of the obligor (without any advance from
Seller or any Person acting at the request of Seller) or was not delinquent for
more than 30 days after such Due Date.

         B. No Waivers. The terms of the Home Improvement Loan have not been
waived, altered or modified in any respect, except by instruments or documents
identified in the Home Improvement Loan File (as defined in the Custodial
Agreement). All costs, fees and expenses incurred in making, closing and
perfecting the lien and/or security interest, as applicable, of the Home
Improvement Loan have been paid.

         C. Binding Obligation. The Home Improvement Loan is the legal, valid
and binding obligation of the obligor thereunder and is enforceable in
accordance with its terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights generally. In the case of Home
Improvement Loans other than Unsecured Home Improvement Loans, Seller has
delivered, or caused to be delivered, to the Custodian the original Mortgage,
with evidence of recording thereon, or if the original Mortgage has not yet been
returned from the recording office, a true copy of the Mortgage which has been
delivered for recording in the appropriate recording office of the jurisdiction
in which the Real Property is located.

         D. No Defenses. The Home Improvement Loan is not subject to any right
of rescission, set off, counterclaim or defense, including the defense of usury,
and the operation of any of the terms of the Home Improvement Loan or the
exercise of any right thereunder will not render the Home Improvement Loan
unenforceable in whole or in part or subject to any right of rescission, set
off, counterclaim or defense, including the defense of usury, and no such right
of rescission, set off, counterclaim or defense has been asserted with respect
thereto.

         E. Insurance. In the case of Home Improvement Loans other than
Unsecured Home Improvement Loans, all improvements on the related real property
are covered by a hazard insurance policy. All premiums due on such insurance
have been paid in full.

         Each Insured Home Improvement Loan was originated in compliance with
FHA regulations and is insured, without set-off, surcharge or defense, by FHA
insurance. Seller has, in conformity with FHA regulations, filed all reports
necessary for the Insured Home Improvement Loan to be registered for FHA
insurance. Following assignment of the Insured Home Improvement Loan to
Custodian, on behalf of the Owners, Custodian will be entitled to the full
benefits of the FHA insurance.
<PAGE>

         F. Origination. The Home Improvement Loan was originated by a home
improvement contractor or Seller in the regular course of its business and, if
originated by a home improvement contractor, was purchased by Seller in the
regular course of its business.

         G. Lawful Assignment. The Home Improvement Loan was not originated in
and is not subject to the laws of any jurisdiction whose laws would make the
transfer of the Home Improvement Loan to Custodian or the ownership of the Home
Improvement Loans by the Owner thereof unlawful or make the Home Improvement
Loan unenforceable.

         H. Compliance with Law. All requirements of any federal, state or local
law, including, without limitation, usury, truth in lending and equal credit
opportunity laws and FHA regulations, applicable to the Home Improvement Loan
have been complied with and such compliance is not affected by the holding of
the Home Improvement Loans by Custodian or the Owner's ownership of the Home
Improvement Loans, and Seller shall for at least the period of this Agreement,
maintain in its possession, available for Custodian's inspection, and shall
deliver to Custodian upon demand, evidence of compliance with all such
requirements.

         I. Home Improvement Loan in Force. The Home Improvement Loan has not
been satisfied or subordinated (except for such subordination as may be allowed
under FHA regulations) in whole or in part or rescinded, and, in the case of
Home Improvement Loans other than Unsecured Home Improvement Loans, the real
property securing the Home Improvement Loan, as applicable, has not been
released from the lien of the Home Improvement Loan in whole or in part.

         J. Valid Lien. The Home Improvement Loan has been duly executed and
delivered by the obligor and either the related Mortgage is a valid and
subsisting first, second or third lien on the property therein described or the
Home Improvement Loan is an unsecured borrowing of the obligor; any related
Mortgage has been assigned by Seller to Custodian, and Custodian has and will
have, on behalf of the Owners of the Home Improvement Loans, a valid and
subsisting lien on the property therein described. Seller has full right to sell
and assign the Home Improvement Loans to Custodian.

         K. Capacity of Parties. All parties to the Home Improvement Loan had
capacity to execute the Home Improvement Loan.

         L. Good Title. Prior to transfer to Custodian, Seller is the sole owner
of the Home Improvement Loan and has the authority to sell, transfer and assign
the Home Improvement Loan. Seller has not sold, assigned or pledged the Home
Improvement Loan to any Person other than the Custodian.

         M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Home Improvement Loan and no event
which, with notice and the expiration of any grace or cure period, would
constitute such a default, breach, violation or event permitting acceleration
under such Home Improvement Loan. Seller has not waived any such default,
breach, violation or event permitting acceleration.
<PAGE>

         N. No Liens. In the case of Home Improvement Loans other than Unsecured
Home Improvement Loans, there are, to the best of Seller's knowledge, no liens
or claims which have been filed for work, labor or materials affecting the real
property securing the Home Improvement Loan which are or may be liens prior to,
or equal or coordinate with, the lien of the Home Improvement Loan.

         O. Equal Installments. The Home Improvement Loan has a fixed rate and
provides for level monthly payments which fully amortize the loan over its term.

         P. Enforceability. The Home Improvement Loan contains customary and
enforceable provisions such as to render the rights and remedies of the holder
thereof adequate for the realization against the collateral of the benefits of
the security provided thereby.

         Q. One Original. There is only one original executed Home Improvement
Loan contract and note, each of which has been delivered to the Custodian.

         R. Primary Resident. At the time of origination of the Home Improvement
Loan, the obligor was the primary resident of the related real property.

         S. Qualified Mortgage for REMIC. Each Home Improvement Loan that is
secured by a Mortgage on the property described therein is a "qualified
mortgage" under Section 860G(a)(3) of the Code.

         T. Proceedings. There is no proceeding pending or, to Seller's
knowledge, threatened for the total or partial condemnation of collateral
securing a Home Improvement Loan.

         U. Marking Records. Seller has caused the portions of the Electronic
Ledger relating to the Mortgage Loans to be clearly and unambiguously marked to
indicate that such Home Improvement Loans are owned by Custodian in accordance
with the terms of the related Custodial Agreement.

         V. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the Home Improvement Loans.
<PAGE>


EXHIBIT V

                          Representations with respect
               to High LTV Home Equity Loans and Home Equity Loans

         A. Payments. The scheduled payment of principal and interest due under
the High LTV Home Equity Loan or Home Equity Loan with respect to the prior Due
Date was made on or before such Due Date by or on behalf of the obligor (without
any advance from Seller or any Person acting at the request of Seller) or was
not delinquent for more than 30 days after such Due Date.

         B. No Waivers. The terms of the High LTV Home Equity Loan or Home
Equity Loan have not been waived, altered or modified in any respect, except by
instruments or documents identified in the High LTV Home Equity Loan File or
Home Equity Loan File, as applicable. All costs, fees and expenses incurred in
making, closing and perfecting the lien and/or security interest, as applicable,
of the High LTV Home Equity Loan or Home Equity Loan have been paid.

         C. Binding Obligation. The High LTV Home Equity Loan or Home Equity
Loan is the legal, valid and binding obligation of the obligor thereunder and is
enforceable in accordance with its terms, except as such enforceability may be
limited by laws affecting the enforcement of creditors' rights generally. Seller
has delivered, or caused to be delivered, to the Custodian the original
Mortgage, with evidence of recording thereon, or if the original Mortgage has
not yet been returned from the recording office, a true copy of the Mortgage
which has been delivered for recording in the appropriate recording office of
the jurisdiction in which the Real Property is located.

         D. No Defenses. The High LTV Home Equity Loan or Home Equity Loan is
not subject to any right of rescission, set off, counterclaim or defense,
including the defense of usury, and the operation of any of the terms of the
High LTV Home Equity Loan or Home Equity Loan or the exercise of any right
thereunder will not render the High LTV Home Equity Loan or Home Equity Loan
unenforceable in whole or in part or subject to any right of rescission, set
off, counterclaim or defense, including the defense of usury, and no such right
of rescission, set off, counterclaim or defense has been asserted with respect
thereto.

         E. Insurance. All improvements on the related real property are covered
by a hazard insurance policy. All premiums due on such insurance have been paid
in full.

         F. Origination. The High LTV Home Equity Loan or Home Equity Loan was
originated by a home equity lender or Seller in the regular course of its
business and, if originated by a home equity lender, was purchased by Seller in
the regular course of its business.

         G. Lawful Assignment. The High LTV Home Equity Loan or Home Equity Loan
was not originated in and is not subject to the laws of any jurisdiction whose
laws would make the transfer of the High LTV Home Equity Loan or Home Equity
Loan to Custodian or the

<PAGE>

ownership of the High LTV Home Equity Loan or Home Equity Loans by the Owner
thereof unlawful or make the High LTV Home Equity Loan or Home Equity Loan
unenforceable.

         H. Compliance with Law. All requirements of any federal, state or local
law, including, without limitation, usury, truth in lending and equal credit
opportunity laws, applicable to the High LTV Home Equity Loan or Home Equity
Loan have been complied with and such compliance is not affected by the holding
of the High LTV Home Equity Loans or Home Equity Loans by Custodian or the
Owners' ownership of the High LTV Home Equity Loans or Home Equity Loans, and
Seller shall for at least the period of this Agreement, maintain in its
possession, available for Custodian's inspection, and shall deliver to Custodian
upon demand, evidence of compliance with all such requirements.

         I. High LTV Home Equity Loan or Home Equity Loan in Force. The High LTV
Home Equity Loan or Home Equity Loan has not been satisfied or subordinated in
whole or in part or rescinded, and the real property securing the High LTV Home
Equity Loan or Home Equity Loan has not been released from the lien of the High
LTV Home Equity Loan or Home Equity Loan in whole or in part.

         J. Valid Lien. The High LTV Home Equity Loan or Home Equity Loan has
been duly executed and delivered by the obligor and the related Mortgage is a
valid and subsisting first, second or third lien on the property therein
described; any related Mortgage has been assigned by Seller to Custodian, and
Custodian has and will have, on behalf of the Owners of the High LTV Home Equity
Loans and Home Equity Loans, a valid and subsisting lien on the property therein
described. Seller has full right to sell and assign the High LTV Home Equity
Loans and Home Equity Loans to Custodian.

         K. Capacity of Parties. All parties to the High LTV Home Equity Loan
and Home Equity Loan had capacity to execute the High LTV Home Equity Loan and
Home Equity Loan.

         L. Good Title. Prior to transfer to Custodian, Seller is the sole owner
of the High LTV Home Equity Loan or Home Equity Loan and has the authority to
sell, transfer and assign the High LTV Home Equity Loan or Home Equity Loan.
Seller has not sold, assigned or pledged the High LTV Home Equity Loan or Home
Equity Loan to any Person other than the Custodian.

         M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the High LTV Home Equity Loan or Home
Equity Loan and no event which, with notice and the expiration of any grace or
cure period, would constitute such a default, breach, violation or event
permitting acceleration under such High LTV Home Equity Loan or Home Equity
Loan. Seller has not waived any such default, breach, violation or event
permitting acceleration.

         N. No Liens. There are, to the best of Seller's knowledge, no liens or
claims which have been filed for work, labor or materials affecting the real
property securing the High LTV

<PAGE>

Home Equity Loan or Home Equity Loan which are or may be liens prior to, or
equal or coordinate with, the lien of the High LTV Home Equity Loan or Home
Equity Loan.

         O. Equal Installments. The High LTV Home Equity Loan or Home Equity
Loan has a fixed rate and provides for level monthly payments which fully
amortize the loan over its term.

         P. Enforceability. The High LTV Home Equity Loan or Home Equity Loan
contains customary and enforceable provisions such as to render the rights and
remedies of the holder thereof adequate for the realization against the
collateral of the benefits of the security provided thereby.

         Q. One Original. There is only one original executed High LTV Home
Equity Loan note or Home Equity Loan note, and it has been delivered to the
Custodian.

         R. Primary Resident. At the time of origination of the High LTV Home
Equity Loan or Home Equity Loan, the obligor was the primary resident of the
related real property.

         S. Qualified Mortgage for REMIC. Each High LTV Home Equity Loan or Home
Equity Loan that is secured by a Mortgage on the property described therein is a
"qualified mortgage" under Section 860G(a)(3) of the Code.

         T. Proceedings. There is no proceeding pending or, to Seller's
knowledge, threatened for the total or partial condemnation of collateral
securing a High LTV Home Equity Loan or Home Equity Loan.

         U. Marking Records. Seller has caused the portions of the Electronic
Ledger relating to the Mortgage Loans to be clearly and unambiguously marked to
indicate that such High LTV Home Equity Loans and Home Equity Loans are owned by
Custodian in accordance with the terms of the related Custodial Agreement.

         V. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the High LTV Home Equity Loans or Home Equity Loans.

         W. Real Property. Each mortgaged property is improved by a single
family dwelling which constitutes real property under state law and is the
principal residence of the obligor.

         X. Wet Home Equity Loans. Each Wet Home Equity Loan, together with
other Wet Home Equity Loans subject to Transactions hereunder, does not exceed
an aggregate Purchase Price of $150,000,000.
<PAGE>

EXHIBIT VI

          Representations with respect to Retail Installment Contracts


         A. Payments. The scheduled payment of principal and interest for the
most recent Due Date was made by or on behalf of the obligor (without any
advance from Seller or any Person acting at the request of Seller) or was not
delinquent for more than 30 days.

         B. No Waivers. The terms of the Retail Installment Contract have not
been waived, altered or modified in any respect, except by instruments or
documents identified in the Retail Installment Loan File.

         C. Binding Obligation. The Retail Installment Contract is the legal,
valid and binding obligation of the obligor thereunder and is enforceable in
accordance with its terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights general.

         D. No Defenses. The Retail Installment Contract is not subject to any
right of rescission, setoff, counterclaim or defense, including the defense of
usury, and the operation of any of the terms of the Retail Installment Contract
or the exercise of any right thereunder will not render the Retail Installment
Contract unenforceable in whole or in part or subject to any right of
rescission, setoff, counterclaim or defense, including the defense of usury, and
no such right of rescission, setoff, counterclaim or defense has been asserted
with respect thereto.

         E. Origination. The Retail Installment Contract was originated by a
dealer or Seller in the regular course of its business and, if originated by a
dealer, was purchased by Seller in the regular course of its business.

         F. Lawful Assignment. The Retail Installment Contract was not
originated in and is not subject to the laws of any jurisdiction whose laws
would make the transfer of the Retail Installment Contract to the Custodian or
the ownership of the Retail Installment Contracts by the Owner unlawful.

         G. Compliance with Law. All requirements of any federal, state or local
law, including, without limitation, usury, truth in lending and equal credit
opportunity laws, applicable to the Retail Installment Contract have been
complied with and such compliance is not affected by the holding of the Retail
Installment Contracts by the Custodian or the Owner's ownership of the Retail
Installment Contracts, and Seller shall maintain in its possession, available
for the Buyer's inspection, and shall deliver to the Buyer upon demand, evidence
of compliance with all such requirements.

         H. Contract in Force. The Retail Installment Contract has not been
satisfied or subordinated in whole or in part or rescinded, and the Seller's
lien on the related Consumer Product has not been released in whole or in part.
<PAGE>

         I. Purchase Money Security Interest. The Retail Installment Contract
creates a "purchase money security interest" (as defined in the Uniform
Commercial Code) in favor of Seller in the Consumer Product covered thereby as
security for payment of the outstanding principal balance of such Retail
Installment Contract and all other obligations of the obligor under such Retail
Installment Contract; such security interest has been assigned by Seller to the
Custodian, and the Custodian has and will have a valid purchase money security
interest in such Consumer Product.

         J. Capacity of Parties. All parties to the Retail Installment Contract
had capacity to execute the Retail Installment Contract.

         K. Good Title. Prior to the transfer to the Custodian, Seller is the
owner of the Retail Installment Contract and has the authority to sell, transfer
and assign the Retail Installment. Seller has not sold, assigned or pledged the
Retail Installment Contract to any Person other than the Custodian.

         L. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Retail Installment Contract and no
event which, with notice and the expiration of any grace or cure period, would
constitute such a default, breach, violation or event permitting acceleration
under such Retail Installment Contract. Seller has not waived any such default,
breach, violation or event permitting acceleration.

         M. No Liens. There are, to the best of Seller's knowledge, no liens or
claims which have been filed for work, labor or materials affecting the Consumer
Product which are or may be liens prior to, or equal or coordinate with, the
lien of the Retail Installment Contract.

         N. Equal Installments. The Retail Installment Contract has a fixed rate
and provides for level monthly payments which fully amortize the loan over its
term.

         O. Enforceability. The Retail Installment Contract contains customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the collateral of the
benefits of the security.

         P. One Original. There is only one original executed the Retail
Installment Contract, which is held by Seller.

         Q. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the Retail Installment Contracts.

         R. Notation of Security Interest. With respect to each Retail
Installment Contract, if the related Consumer Product is located in a state in
which notation of a security interest on the title document is required or
permitted to perfect such security interest, the title document shows, or if a
new or replacement title document with respect to such Consumer Product is being
applied for such title document will be issued within 180 days and will show,
Seller as the holder of a first priority security interest in such Consumer
Product; if the related Consumer Product is

<PAGE>

located in a state in which the filing of a financing statement under the UCC is
required to perfect a security interest in goods of the type including the
Consumer Product, such filings or recordings have been duly made and show Seller
as secured party; and if the related Consumer Product is an aircraft subject to
registration with the Federal Aviation Administration's Aircraft Registry, and
the recordation of a mortgage, security agreement or similar conveyance with
such registry is required to perfect the lien created thereby, such recordation
has been duly made and shows Seller as secured party or mortgagee. In any case,
Buyer has the same rights as the secured party of record would have (if such
secured party were still the owner of the Contract) against all Persons
(including Seller and any trustee in bankruptcy of Seller) claiming an interest
in such Consumer Product.



<PAGE>

EXHIBIT VII



                Representations with respect to Equipment Leases


         A. Binding Obligation. Each Equipment Lease (i) constitutes a valid,
binding and enforceable payment obligation of the Obligor in accordance with its
terms (except as may be limited by applicable bankruptcy, insolvency or other
similar laws affecting the enforceability of creditors' rights generally and the
availability of equitable remedies), (ii) has been duly and properly sold,
assigned and conveyed by Seller, (iii) was originated by Seller in the ordinary
course of its business, or (in the case of any Equipment Lease purchased by
Seller) was acquired by Seller for proper consideration and was validly assigned
to Seller by the originator of such Equipment Lease and (iv) contains customary
and enforceable provisions adequate to enable realization against the Obligor
and/or the related Equipment (although no representation or warranty is made
with respect to the perfection or priority of any security interest in such
related Equipment).

         B. No Adverse Selection. No selection procedures adverse to Buyer were
utilized in selecting the Equipment Leases from those leases owned by Seller.

         C. Compliance with Law. All requirements of applicable Federal, state
and local laws, and regulations thereunder, in respect of all of the Equipment
Leases, have been complied with in all material respects.

         D. No Defaults. There is no known default, breach, violation or event
permitting cancellation or termination of the Equipment Lease by the lessor
under the terms of any Equipment Lease (other than scheduled payment
delinquencies (in excess of 10% of the scheduled payment due) of not more than
59 days), and there has been no waiver of any of the foregoing; no related
Equipment had been repossessed.

         E. No Liens. Immediately prior to the sale, assignment and conveyance
of each Equipment Lease by Seller to Buyer, Seller had good title to such lease
and Seller's interest in the related Equipment (subject to the terms of such
Equipment Lease) and was the sole owner thereof, free of any lien.

         F. No Participations. No person has a participation in or other right
to receive scheduled payments under any Equipment Lease, and neither the Buyer
nor Seller has taken any action to convey any right to any person that would
result in such person having a right to scheduled payments received with respect
to any Equipment Lease.

         G. Origination. Each Equipment Lease was originated by Seller or
acquired by Seller and was sold and assigned by Seller to the Buyer without any
fraud or misrepresentation on the part of Seller.
<PAGE>

         H. Obligors. Each Obligor (i) is located in the United States, and (ii)
is not (a) the United States of America or any State or local government or any
agency, department, subdivision or instrumentality thereof or (b) Seller or any
affiliate thereof.

         I. Lawful Assignment. The sale, transfer and assignment of such
Equipment Lease and Seller's interest in the related Equipment to Buyer, and the
transfer and conveyance of such Equipment Lease are not unlawful, void or
voidable under the laws of the jurisdiction applicable to such Equipment Lease.

         J. Filings. All filings and other actions required to be made, taken or
performed by any person in any jurisdiction to give Buyer a first priority
perfected lien or ownership interest in the Equipment Leases and a first
priority perfected security interest in Seller's interest in the Equipment have
been made, taken or performed.

         K. Lease File. There exists a Lease File pertaining to each Equipment
Lease, and such Lease File contains the Equipment Lease or a facsimile copy
thereof.

         L. Original. There is only one original executed copy of each Equipment
Lease or, if there are multiple originals, all such originals are in the
possession of Seller or the signed original in the possession of Seller is noted
thereon as being the only copy that constitutes chattel paper.

         M. Chattel Paper. The Equipment Leases constitute chattel paper within
the meaning of the UCC as in effect in the States of Minnesota and Delaware
(other than those Equipment Leases in which the lessor is financing exclusively
the Obligor's software license or maintenance contract for Equipment).

         N. No Bankruptcy. Each Equipment Lease was entered into by an Obligor
who had not been identified on the records of Seller as being the subject of a
current bankruptcy proceeding.

         O. Computer Tape. The computer tape containing information with respect
to the Equipment Leases that was made available by Seller to Buyer and was used
to select the Equipment Leases was complete and accurate in all material
respects and includes a description of the same Equipment Leases that are
described in the Confirmation.

         P. No Delinquency. No Equipment Lease has a scheduled payment
delinquency (in excess of 10% of the scheduled payment due) of more than 59 days
past due as of the date hereof.

         Q. No Consent. Each Equipment Lease may be sold, assigned and
transferred by Seller to Buyer, without the consent of, or prior approval from,
or any notification to, the applicable Obligor, other than (i) certain Equipment
Leases (which, in proportion to the aggregate of all of the Equipment Leases,
are not material) that require notification of the assignment to the Obligor,
which notification will be given by Seller not later than 10 days following the
date hereof, and (ii) Equipment Leases (which, in proportion to the aggregate of
all

<PAGE>

of the Equipment Leases, are not material) that require the consent of the
Obligor, which consent will be obtained by Seller not later than 10 days
following the date hereof.

         R. No Assumption. Each Equipment Lease prohibits the sale, assignment
or transfer of the Obligor's interest therein, the assumption of the Equipment
Lease by another person in a manner that would release the Obligor thereof from
the Obligor's obligation, or any sale, assignment or transfer of the related
Equipment, without the prior consent of the lessor, other than Equipment Leases
which may (i) permit assignment to a subsidiary, corporate parent or other
affiliate, (ii) permit the assignment to a third party, provided the Obligor
remains liable under the Equipment Lease, or (iii) permit assignment to a third
party with a credit standing (determined by Seller in accordance with its
underwriting policy and practice at the time for an equivalent contract type,
term and amount) equal to or better than the original Obligor.

         S. Payment Currency. The Obligor under each Equipment Lease is required
to make payments thereunder (i) in United States dollars, and (ii) in fixed
amounts and on fixed and predetermined dates.

         T. Obligor Responsibility. Each Equipment Lease requires the Obligor to
assume responsibility for payment of all expenses in connection with the
maintenance and repair of the related Equipment, the payment of all premiums for
insurance of such Equipment and the payment of all taxes (including sales and
property taxes) relating to such Equipment.

         U. No Set-Off. Each Equipment Lease requires the Obligor thereunder to
make all scheduled payments thereon under all circumstances and regardless of
the condition or suitability of the related Equipment and notwithstanding any
defense, set-off or counterclaim that the Obligor may have against the
manufacturer, lessor or lender (as the case may be).

         V. Damaged Equipment. Under each Equipment Lease, if the Equipment is
damaged or destroyed, the Obligor is required either (i) to repair such
Equipment, (ii) to make a termination payment to the lessor, or (iii) in some
cases, to replace such damaged or destroyed Equipment with other equipment of
comparable use and value.

         W. No Termination. None of the Equipment Leases permit the Obligor to
terminate the Equipment Lease prior to the termination hereof or to otherwise
prepay the amounts due and payable thereunder, except for a de minimis number of
Equipment Leases which allow for an early termination or prepayment.

         X. No Transfer of Title Required. It is not a precondition to the valid
transfer or assignment of Seller's interest in any of the Equipment related to
any Equipment Lease that title to such Equipment be transferred on the records
of any governmental or quasi-governmental agency, body or authority.

         Y. Accurate Information. The information with respect to the Equipment
Leases listed on the Confirmation is true, correct and complete in all material
respects.
<PAGE>

         Z. No Waiver. No provisions of any Equipment Lease have been waived,
altered or modified in any material respect, except as indicated in the related
Lease File.

         AA. No Consumer Leases. No Equipment Lease is a "consumer lease" as
defined in Article 2A of the Uniform Commercial Code, except for a de minimis
number of Equipment Leases.

         BB. Right to Inspect. To the best of Seller's knowledge, each Obligor
has accepted the related Equipment and has had reasonable opportunity to inspect
and test such Equipment.



<PAGE>

EXHIBIT VIII



         Representations with respect to Asset Based Lending Contracts


         A. Payments. The scheduled payment of principal and interest for the
most recent due date was made by or on behalf of the Obligor (without any
advance from Seller or any Person acting at the request of Seller) or was not
delinquent more than 30 days.

         B. No Waivers. The terms of the Asset Based Lending Contracts have not
been waived, altered or modified in any respect, except by instruments or
documents identified in the Asset Based Lending Contract Loan File.

         C. Binding Obligation. Each Asset Based Lending Contract constitutes
the legal, valid and binding obligation of the Obligor enforceable against the
Obligor in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, receivership,
conservatorship, moratorium or other similar laws now or hereafter in effect
affecting the enforcement of creditors' or obligees' rights generally and except
as such enforceability may be limited by general principles of equity (whether
considered in a suit at law or in equity).

         D. No Consents. Except for any required assignments or notices of
transfer, no consent of any person and no consent, license, permit, approval or
authorization of, exemption by, notice or report to, or registration, filing or
declaration with, any governmental authority is required to be obtained or made
by Seller in connection with the validity or enforceability of the Asset Based
Lending Contracts against Seller, or the consummation of the transactions
contemplated in connection with the sale or transfer by Seller of the Asset
Based Lending Contracts.

         E. No Conflict. The transfer of the Asset Based Lending Contracts (i)
will not conflict in any material respect with or violate in any material
respect any of the terms of the agreements to which the Asset Based Lending
Contracts are subject or any material indenture, contract, agreement, mortgage,
deed of trust or other instrument to which Seller is a party or by which it is
bound and (ii) will not conflict with or violate any law, rule, regulation,
order, judgment or decree applicable to or binding on Seller.

         F. No Default. To the actual knowledge of Seller, except as previously
disclosed to Buyer in a writing designated as a notice of default, neither
Seller nor any Obligor is in default of its obligations under any Asset Based
Lending Contract, and Seller has not received any notice that any Obligor under
any Asset Based Lending Contract is in default thereunder.

         G. No Set-Off. No Obligor has any claim, offset, defense, set-off or
counterclaim against Seller with respect to or under any of the Asset Based
Lending Contracts.
<PAGE>

         H. Good Title. Prior to the transfer hereunder, Seller will be the sole
legal and beneficial owner of the Asset Based Lending Contracts being sold,
transferred or assigned by it, and such interests are free and clear of any lien
or adverse claim.

         I. Compliance With Law. To the Seller's knowledge, the Asset Based
Lending Contracts are in compliance with all federal, state and local laws
applicable to Seller in connection with the Asset Based Lending Contracts.

         J. Insolvency. To Seller's knowledge, except as previously disclosed to
Buyer in a writing designated as a notice of insolvency, no Obligor or guarantor
party to any Asset Based Lending Contract (i) is subject to an order appointing
a receiver or like person, (ii) has commenced a voluntary bankruptcy case or
other insolvency proceeding, (iii) has consented to entry of an order for relief
in an involuntary bankruptcy case, (iv) has made an assignment for the benefit
of creditors, (v) has failed to pay its debts generally as they become due, or
(vi) has been adjudicated insolvent.

         K. No Agency Relationship. Seller is not a bank, lender or agent under
any of the Asset Based Lending Contracts.







<PAGE>

EXHIBIT IX


                 Representations with respect to Vehicle Leases


         A. Binding Obligation. Each Vehicle Lease (i) constitutes a valid,
binding and enforceable payment obligation of the Obligor in accordance with its
terms (except as may be limited by applicable bankruptcy, insolvency or other
similar laws affecting the enforceability of creditors' rights generally and the
availability of equitable remedies), (ii) has been duly and properly sold,
assigned and conveyed by Seller, (iii) was originated by Seller or an Affiliate
in the ordinary course of its business, or (in the case of any Vehicle Lease
purchased by Seller) was acquired by Seller or an Affiliate for proper
consideration and was validly assigned to Seller by the originator of such
Vehicle Lease and (iv) contains customary and enforceable provisions adequate to
enable realization against the Obligor and/or the related Vehicle; provided
that, it is acknowledged and agreed by Buyer that the Vehicle Leases may be held
in the form of beneficial interests in a titling trust, so long as each such
beneficial interest (a) has been validly issued and is outstanding, representing
the entire beneficial interest in the named Vehicle Leases and the related
Vehicles free and clear of all liens and encumbrances and title to the related
Vehicles has been registered in the name of the titling trust or in the name of
the trustee for such trust (or all filings necessary for such registration have
been made), (b) represents a separate series of the issuing titling trust, and
the related Vehicles and Vehicle Leases are not subject to the debts,
liabilities or obligations of the other beneficiaries of the titling trust or
that are incurred or existing with respect to assets purported to be held within
other series of the titling trust and (c) is held by the Seller free and clear
of all liens and encumbrances and the Seller has good title thereto without the
necessity of any filings or additional actions that have not been completed.

         B. No Adverse Selection. No selection procedures adverse to Buyer were
utilized in selecting the Vehicle Leases from those leases owned by Seller.

         C. Compliance with Law. All requirements of applicable Federal, state
and local laws, and regulations thereunder, in respect of all of the Vehicle
Leases, have been complied with in all material respects.

         D. No Defaults. There is no known default, breach, violation or event
permitting cancellation or termination of the Vehicle Lease by the lessor under
the terms of any Vehicle Lease (other than scheduled payment delinquencies (in
excess of 10% of the scheduled payment due) of not more than 59 days), and there
has been no waiver of any of the foregoing; no related Vehicle had been
repossessed.

         E. No Liens. Immediately prior to the sale, assignment and conveyance
of each Vehicle Lease, or the beneficial interest therein, by Seller to Buyer,
Seller had good title to such lease or interest, as the case may be, and
Seller's interest in the related Vehicle (subject to the terms of such Vehicle
Lease) and was the sole owner thereof, free of any lien.
<PAGE>

         F. No Participations. No person has a participation in or other right
to receive scheduled payments under any Vehicle Lease, and neither the Buyer nor
Seller has taken any action to convey any right to any person that would result
in such person having a right to scheduled payments received with respect to any
Vehicle Lease.

         G. Origination. Each Vehicle Lease was originated by Seller or an
Affiliate or acquired by Seller or an Affiliate and was sold and assigned by
Seller to the Buyer without any fraud or misrepresentation on the part of
Seller.

         H. Obligors. Each Obligor (i) is located in the United States, and (ii)
is not (a) the United States of America or any State or local government or any
agency, department, subdivision or instrumentality thereof or (b) Seller or any
Affiliate thereof.

         I. Lawful Assignment. The sale, transfer and assignment of such Vehicle
Lease and Seller's interest in the related Vehicle, or if applicable, the
beneficial interest therein, to Buyer, and the transfer and conveyance of such
Vehicle Lease are not unlawful, void or voidable under the laws of the
jurisdiction applicable to such Vehicle Lease.

         J. Filings. All filings and other actions required to be made, taken or
performed by any person in any jurisdiction to give Buyer a first priority
perfected lien or ownership interest in the Vehicle Leases (which where the
Vehicle Leases are held in the form of beneficial interests in a titling trust
will be a back-up security interest) have been made, taken or performed.

         K. Lease File. There exists a Lease File pertaining to each Vehicle
Lease, and such Lease File contains the Vehicle Lease or a facsimile copy
thereof.

         L. Original. There is only one original executed copy of each Vehicle
Lease or, if there are multiple originals, all such originals are in the
possession of Seller or the signed original in the possession of Seller is noted
thereon as being the only copy that constitutes chattel paper.

         M. Chattel Paper. The Vehicle Leases constitute chattel paper within
the meaning of the UCC as in effect in the States of Minnesota and Delaware.

         N. No Bankruptcy. Each Vehicle Lease was entered into by an Obligor who
had not been identified on the records of Seller as being the subject of a
current bankruptcy proceeding.

         O. Computer Tape. The computer tape containing information with respect
to the Vehicle Leases that was made available by Seller to Buyer and was used to
select the Vehicle Leases was complete and accurate in all material respects and
includes a description of the same Vehicle Leases that are described in the
Confirmation.

         P. No Delinquency. No Vehicle Lease has a scheduled payment delinquency
(in excess of 10% of the scheduled payment due) of more than 59 days past due as
of the date hereof.
<PAGE>

         Q. No Consent. Each Vehicle Lease may be sold, assigned and transferred
without the consent of, or prior approval from, or any notification to, the
applicable Obligor.

         R. No Assumption. Each Vehicle Lease prohibits the sale, assignment or
transfer of the Obligor's interest therein, the assumption of the Vehicle Lease
by another person in a manner that would release the Obligor thereof from the
Obligor's obligation, or any sale, assignment or transfer of the related
Vehicle, without the prior consent of the lessor, other than Vehicle Leases
which may (i) permit assignment to a subsidiary, corporate parent or other
affiliate, (ii) permit the assignment to a third party, provided the Obligor
remains liable under the Vehicle Lease, or (iii) permit assignment to a third
party with a credit standing (determined by Seller in accordance with its
underwriting policy and practice at the time for an equivalent contract type,
term and amount) equal to or better than the original Obligor.

         S. Payment Currency. The Obligor under each Vehicle Lease is required
to make payments thereunder (i) in United States dollars, and (ii) in fixed
amounts and on fixed and predetermined dates.

         T. Obligor Responsibility. Each Vehicle Lease requires the Obligor to
assume responsibility for payment of all expenses in connection with the
maintenance and repair of the related Vehicle, the payment of all premiums for
insurance of such Vehicle and the payment of all taxes (including sales and
property taxes) relating to such Vehicle.

         U. No Set-Off. Each Vehicle Lease requires the Obligor thereunder to
make all scheduled payments thereon under all circumstances and regardless of
the condition or suitability of the related Vehicle and notwithstanding any
defense, set-off or counterclaim that the Obligor may have against the
manufacturer, lessor or lender (as the case may be).

         V. Damaged Vehicle. Under each Vehicle Lease, if the Vehicle is damaged
or destroyed, the Obligor is required either (i) to repair such Vehicle, (ii) to
make a termination payment to the lessor, or (iii) in some cases, to replace
such damaged or destroyed Vehicle with other Vehicle of comparable use and
value.

         W. Accurate Information. The information with respect to the Vehicle
Leases listed on the Confirmation is true, correct and complete in all material
respects.

         X. No Waiver. No provisions of any Vehicle Lease have been waived,
altered or modified in any material respect, except as indicated in the related
Lease File.



<PAGE>

EXHIBIT X

                Representations with respect to Credit Card Loans



         A. Credit Card Guidelines. The Credit Card Loans have been established
in accordance with the policies and procedures of a bank or other account owner,
as the case may be, (i) relating to the operation of its credit card business,
which generally are applicable to its portfolio of open end credit card
accounts, consistent with prudent practice, including the policies and
procedures for determining the creditworthiness of credit card customers and the
extension of credit to credit card customers, and (ii) relating to the
maintenance of credit card accounts and collection of credit card receivables.

         B. No Defaults. The Credit Card Loans do not include any loans (i) that
are charged off as uncollectible in accordance with the credit card guidelines
or the Seller's customary and usual servicing procedures for servicing open end
credit card accounts, (ii) as to which any payment or part thereof remains
unpaid for 180 days or more from the original due date for such loans, (iii) as
to which the Obligor thereof has been adjudicated as bankrupt; or (iv) as to
which the Obligor is deceased.

         C. No Bankruptcy. No Credit Card Loan has been identified by the Seller
in its computer files as being involved in a voluntary or involuntary bankruptcy
proceeding.

         D. Origination. Each Credit Card Loan was originated by a bank or
account owner in the ordinary course of business in accordance with its credit
card guidelines.

         E. No Fraudulent Use. No Credit Card Loan has been identified (i) by
the Seller or the relevant Obligor as having been incurred as a result of
fraudulent use of any related credit card or (ii) as an account with respect to
which the related credit card has been lost or stolen.

         F. No Pledge. No Credit Card Loan has been sold or pledged to any other
party other than the Seller or any transferor pursuant to a Credit Card Loan
purchase agreement.

         G. Obligors. Each Obligor has provided his or her most recent billing
address, which address is located in the United States or its territories or
possessions or a military address.

         H. Compliance With Law. Each Credit Card Loan was created in compliance
in all material respects with the account owner's credit card guidelines and
with all applicable Federal, state and local laws applicable to the institution
which owned such Credit Card Loan at the time of its creation and pursuant to a
credit agreement which complies in all material respects with all applicable
Federal, state and local laws applicable to the bank or other account owner, as
applicable, and the Seller.
<PAGE>

         I. No Consents. All material consents, licenses, approvals or
authorizations of, or registrations or declarations with, any Federal, state or
local authority required to be obtained, effected or given in connection with
the creation of each Credit Card Loan or the execution, delivery and performance
of the credit agreement pursuant to which the Credit Card Loan was created, has
been duly obtained, effected or given and is in full force and effect as of the
date of creation of such Credit Card Loan.


         J. Good Title. Prior to the transfer of each Credit Card Loan, the
Seller will have good and marketable title thereto, free and clear of all liens
(other than any lien for municipal or other local taxes if such taxes are not
then due and payable or if the Seller or the applicable account owner is then
contesting the validity thereof in good faith by appropriate proceedings and has
set aside on its books adequate reserves with respect thereto).

         K. Binding Obligation. Each Credit Card Loan constitutes the legal,
valid and binding payment obligation of the Obligor enforceable against such
Obligor in accordance with its terms, except as such enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws, now or hereafter in effect, affecting the enforcement of
creditors' rights generally and except as such enforceability may be limited by
general principles of equity (whether considered in a suit at law or in equity).

         L. Valid Security Interest. Each Credit Card Loan constitutes either an
"account" or a "general intangible" under and defined in Article 9 of the
Uniform Commercial Code as then in effect in any state where the filing of a
financing statement is required to perfect the interest in such Credit Card Loan
and the proceeds thereof.

         M. No Set-Off. No Credit Card Loan, at the time of transfer, was
subject to any right of rescission, setoff, counterclaim or any other defense
(including defenses arising out of violations of usury laws) of the Obligor,
other than defenses arising out of applicable bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the enforcement of
creditors' rights generally.

         N. No Impairment. At the time of transfer, no party has taken any
action which, or omitted to take any action the omission of which, would impair
any rights with respect to the Credit Card Loans.

         O. Assignment. No Credit Card Loan has been the subject of a valid
transfer or assignment of all of a party's right, title and interest in such
Credit Card Loan (including any proceeds thereof), or the grant of a first
priority perfected security interest therein (and in the proceeds thereof).
<PAGE>

         P. No Waiver or Modification. No Credit Card Loan has been waived or
modified except as permitted in accordance with the credit card guidelines and
which waiver or modification is reflected in the Seller's computer file of
revolving credit card accounts.

         Q. Payment Currency. The Obligor under each Credit Card Loan is
required to make payments in United States dollars.




<PAGE>

EXHIBIT XI-1


         Representations with respect to Manufactured Housing Contracts
                         (not relating to real property)


         A. Payments. The scheduled payment of principal and interest for the
most recent due date was made by or on behalf of the obligor (without any
advance from Conseco or any Person acting at the request of Conseco) or was not
delinquent for more than 30 days.

         B. No Waivers. The terms of the Manufactured Housing Contract have not
been waived, altered or modified in any respect, except by instruments or
documents identified in the Manufactured Housing Contract Loan File.

         C. Binding Obligation. The Manufactured Housing Contract is the legal,
valid and binding obligation of the obligor thereunder and is enforceable in
accordance with its terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights general.

         D. No Defenses. The Manufactured Housing Contract is not subject to any
right of rescission, setoff, counterclaim or defense, including the defense of
usury, and the operation of any of the terms of the Manufactured Housing
Contract or the exercise of any right thereunder will not render the
Manufactured Housing Contract unenforceable in whole or in part or subject to
any right of rescission, setoff, counterclaim or defense, including the defense
of usury, and no such right of rescission, setoff, counterclaim or defense has
been asserted with respect thereto.

         E. Insurance. Conseco or its agent has monitored the existence of a
hazard insurance policy with respect to the manufactured home securing a
Manufactured Housing Contract and if the Conseco has determined that no such
policy exists, Conseco has arranged for such insurance and has billed the
related obligor through its loan account.

         F. Origination. The Manufactured Housing Contract was originated by a
manufactured housing dealer or Conseco in the regular course of its business
and, if originated by a manufactured housing dealer, was purchased by Conseco in
the regular course of its business.

         G. Lawful Assignment. The Manufactured Housing Contract was not
originated in and is not subject to the laws of any jurisdiction whose laws
would make the transfer of the Manufactured Housing Contract to the Custodian or
the ownership of the Manufactured Housing Contracts by the Seller unlawful.

         H. Compliance with Law. All requirements of any federal, state or local
law, including, without limitation, usury, truth in lending and equal credit
opportunity laws, applicable to the Manufactured Housing Contract have been
complied with and such compliance is not affected by the holding of the
Manufactured Housing Contracts by the Custodian or the

<PAGE>

Seller's ownership of the Manufactured Housing Contracts, and Seller shall
maintain in its possession, available for the Buyer's inspection, and shall
deliver to the Buyer upon demand, evidence of compliance with all such
requirements.

         I. Manufactured Housing Contract in Force. The Manufactured Housing
Contract has not been satisfied or subordinated in whole or in part or
rescinded, and the manufactured home securing the Manufactured Housing Contract
has not been released from the lien of the Manufactured Housing Contract in
whole or in part.

         J. Valid Security Interest. The Manufactured Housing Contract creates a
valid and enforceable perfected first priority security interest in favor of
Conseco in the manufactured home covered thereby as security for payment of the
outstanding principal balance of such Manufactured Housing Contract and all
other obligations of the obligor under such Manufactured Housing Contract; such
security interest has been assigned by Conseco to the Custodian, and the
Custodian has and will, on behalf of the Buyer have a valid and perfected and
enforceable first priority security interest in such manufactured home.

         K. Capacity of Parties. All parties to the Manufactured Housing
Contract had capacity to execute the Manufactured Housing Contract.

         L. Good Title. In the case of a Manufactured Housing Contract purchased
from a manufactured housing dealer, Conseco purchased the Manufactured Housing
Contract for fair value and took possession thereof in the ordinary course of
its business, without knowledge that the Manufactured Housing Contract was
subject to a security interest. Conseco has not sold, assigned or pledged the
Manufactured Housing Contract to any Person other than the Custodian.

         M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Manufactured Housing Contract and no
event which, with notice and the expiration of any grace or cure period, would
constitute such a default, breach, violation or event permitting acceleration
under such Manufactured Housing Contract. Conseco has not waived any such
default, breach, violation or event permitting acceleration.

         N. No Liens. There are, to the best of the Seller's knowledge, no liens
or claims which have been filed for work, labor or materials affecting the
manufactured home securing the Manufactured Housing Contract which are or may be
liens prior to, or equal or coordinate with, the lien of the Manufactured
Housing Contract.

         O. Equal Installments. The Manufactured Housing Contract either has a
fixed rate or is a Step-Up Rate Contract and provides for level monthly payments
which fully amortize the loan over its term.

         P. Enforceability. The Manufactured Housing Contract contains customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the collateral of the
benefits of the security.
<PAGE>

         Q. One Original. There is only one original executed Manufactured
Housing Contract, which is held by the Seller.

         R. Loan-to-Value Ratio. At the time of its origination each
Manufactured Housing Contract had a Loan-to-Value Ratio not greater than 95%; if
the related manufactured home was new at the time such Manufactured Housing
Contract was originated, the original principal balance of such Manufactured
Housing Contract was not in excess of that permitted by Conseco's underwriting
guidelines in effect at the time the Manufactured Housing Contract was
originated.

         S. Primary Resident. At the time of origination of the Manufactured
Housing Contract the obligor was the primary resident of the related
manufactured home or the primary resident was the child of the obligor.

         T. Not Real Estate. The related manufactured home is not considered or
classified as part of the real estate on which it is located under the laws of
the jurisdiction in which it is located and such manufactured home is, to the
best of Seller's knowledge, free of damage and in good repair.

         U. Notation of Security Interest. If the related manufactured home is
located in a state in which notation of a security interest on the title
document is required or permitted to perfect such security interest, the title
document shows, or if a new or replacement title document with respect to such
manufactured home is being applied for such title document will be issued within
180 days and will show, Conseco as the holder of a first priority security
interest in such manufactured home. If the related manufactured home is located
in a state in which the filing of a financing statement under the UCC is
required to perfect a security interest in Manufactured Housing, such filings or
recordings have been duly made and show Conseco as secured party. In either
case, the Custodian has the same rights as the secured party of record would
have (if such secured party were still the owner of the Manufactured Housing
Contract) against all Persons claiming an interest in such manufactured home.

         V. Qualified Mortgage for REMIC. Each Manufactured Housing Contract is
a "qualified mortgage" under Section 860G(a)(3) of the Code, and the related
manufactured home is "Manufactured Housing" within the meaning of Section
25(e)(10) of the Code.

         W. FHA/VA Manufactured Housing Contracts. If the Manufactured Housing
Contract is a FHA/VA Manufactured Housing Contract, the Manufactured Housing
Contract has been serviced in accordance with the FHA/VA regulations, the
insurance or guarantee of the Manufactured Housing Contract under FHA/VA
regulations and related laws is in full force and effect, and no event has
occurred which, with or without notice or lapse of time or both, would impair
such insurance or guarantee.

         X. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the Manufactured Housing Contracts.
<PAGE>

EXHIBIT XI-2


         Representations with respect to Manufactured Housing Contracts
                           (relating to real property)


         A. Payments. The scheduled payment of principal and interest for the
most recent due date was made by or on behalf of the obligor (without any
advance from Conseco or any Person acting at the request of Conseco) or was not
delinquent for more than 30 days.

         B. No Waivers. The terms of the Manufactured Housing Contract have not
been waived, altered or modified in any respect, except by instruments or
documents identified in the Manufactured Housing Contract Loan File.

         C. Binding Obligation. The Manufactured Housing Contract is the legal,
valid and binding obligation of the obligor thereunder and is enforceable in
accordance with its terms, except as such enforceability may be limited by laws
affecting the enforcement of creditors' rights general.

         D. No Defenses. The Manufactured Housing Contract is not subject to any
right of rescission, setoff, counterclaim or defense, including the defense of
usury, and the operation of any of the terms of the Manufactured Housing
Contract or the exercise of any right thereunder will not render the
Manufactured Housing Contract unenforceable in whole or in part or subject to
any right of rescission, setoff, counterclaim or defense, including the defense
of usury, and no such right of rescission, setoff, counterclaim or defense has
been asserted with respect thereto.

         E. Insurance. Conseco or its agent has monitored the existence of a
hazard insurance policy with respect to the manufactured home securing a
Manufactured Housing Contract and if Conseco has determined that no such policy
exists, Conseco has arranged for such insurance and has billed the related
obligor through its loan account

         F. Origination. The Manufactured Housing Contract was originated by a
manufactured housing dealer or Conseco in the regular course of its business
and, if originated by a manufactured housing dealer, was purchased by Conseco in
the regular course of its business.

         G. Lawful Assignment. The Manufactured Housing Contract was not
originated in and is not subject to the laws of any jurisdiction whose laws
would make the transfer of the Manufactured Housing Contract to the Custodian or
the ownership of the Manufactured Housing Contracts by the Seller unlawful.

         H. Compliance with Law. All requirements of any federal, state or local
law, including, without limitation, usury, truth in lending and equal credit
opportunity laws, applicable to the Manufactured Housing Contract have been
complied with and such compliance is not affected by the holding of the
Manufactured Housing Contracts by the Custodian or the

<PAGE>

Seller's ownership of the Manufactured Housing Contracts, and Seller shall
maintain in its possession, available for the Buyer's inspection, and shall
deliver to the Buyer upon demand, evidence of compliance with all such
requirements.

         I. Manufactured Housing Contract in Force. The Manufactured Housing
Contract has not been satisfied or subordinated in whole or in part or
rescinded, and the manufactured home securing the Manufactured Housing Contract
has not been released from the lien of the Manufactured Housing Contract in
whole or in part.

         J. Interest in Real Property. Each mortgage is a valid first lien in
favor of Conseco on real property securing the amount owed by the obligor under
the related Manufactured Housing Contract subject only to (a) the lien of
current real property taxes and assessments, (b) covenants, conditions and
restrictions, rights of way, easements and other matters of public record as of
the date of recording of such mortgage, such exceptions appearing of record
being acceptable to mortgage lending institutions generally in the area wherein
the property subject to the mortgage is located or specifically reflected in the
appraisal obtained in connection with the origination of the related
Manufactured Housing Contract obtained by Conseco and (c) other matters to which
like properties are commonly subject which do not materially interfere with the
benefits of the security intended to be provided by such Mortgage. Conseco has
assigned all of its right, title and interest in such Manufactured Housing
Contract and related mortgage, including the security interest in the
manufactured home covered thereby, to the Custodian. The Custodian has and will
have a valid and perfected and enforceable first priority security interest in
such Manufactured Housing Contract. The Manufactured Housing Contract creates a
valid and enforceable perfected first priority security interest in favor of
Conseco in the manufactured home covered thereby (to the extent such
manufactured home is not considered real property) as security for payment of
the outstanding principal balance of such Manufactured Housing Contract and all
other obligations of the obligor under such Manufactured Housing Contract; such
security interest has been assigned by Conseco to the Custodian, and the
Custodian has and will, on behalf of the Owners of the Manufactured Housing
Contracts, have a valid and perfected and enforceable first priority security
interest in such manufactured home.

         K. Capacity of Parties. All parties to the Manufactured Housing
Contract had capacity to execute the Manufactured Housing Contract.

         L. Good Title. In the case of a Manufactured Housing Contract purchased
from a manufactured housing dealer, Conseco purchased the Manufactured Housing
Contract for fair value and took possession thereof in the ordinary course of
its business, without knowledge that the Manufactured Housing Contract was
subject to a security interest. Conseco has not sold, assigned or pledged the
Manufactured Housing Contract to any Person other than the Custodian.

         M. No Defaults. There was no default, breach, violation or event
permitting acceleration existing under the Manufactured Housing Contract and no
event which, with notice and the expiration of any grace or cure period, would
constitute such a default, breach, violation or event permitting acceleration
under such Manufactured Housing Contract. Conseco has not waived any such
default, breach, violation or event permitting acceleration.
<PAGE>

         N. No Liens. There are, to the best of Seller's knowledge, no liens or
claims which have been filed for work, labor or materials affecting the
manufactured home securing the Manufactured Housing Contract which are or may be
liens prior to, or equal or coordinate with, the lien of the Manufactured
Housing Contract.

         O. Equal Installments. The Manufactured Housing Contract either has a
fixed rate or is a Step-Up Rate Contract and provides for level monthly payments
which fully amortize the loan over its term.

         P. Enforceability. The Manufactured Housing Contract contains customary
and enforceable provisions such as to render the rights and remedies of the
holder thereof adequate for the realization against the collateral of the
benefits of the security.

         Q. One Original. There is only one original executed Manufactured
Housing Contract, which is held by Seller.

         R. Loan-to-Value Ratio. At the time of its origination each
Manufactured Housing Contract had a Loan-to-Value Ratio not greater than 95%; if
the related manufactured home was new at the time such Manufactured Housing
Contract was originated, the original principal balance of such Manufactured
Housing Contract was not in excess of that permitted by Conseco's underwriting
guidelines in effect at the time the Manufactured Housing Contract was
originated.

         S. Primary Resident. At the time of origination of the Manufactured
Housing Contract the obligor was the primary resident of the related
manufactured home or the primary resident was the child of the obligor.

         T. Good Repair. The related manufactured home is, to the best of
Seller's knowledge, free of damage and in good repair.

         U. Qualified Mortgage for REMIC. Each Manufactured Housing Contract is
a "qualified mortgage" under Section 860G(a)(3) of the Code, and the related
manufactured home is "Manufactured Housing" within the meaning of Section
25(e)(10) of the Code.

         V. FHA/VA Manufactured Housing Contracts. If the Manufactured Housing
Contract is a FHA/VA Manufactured Housing Contract, the Manufactured Housing
Contract has been serviced in accordance with the FHA/VA regulations, the
insurance or guarantee of the Manufactured Housing Contract under FHA/VA
regulations and related laws is in full force and effect, and no event has
occurred which, with or without notice or lapse of time or both, would impair
such insurance or guarantee.

         W. No Adverse Selection. Except for the effect of the representations
and warranties made hereunder, no adverse selection procedures have been
employed in selecting the Manufactured Housing Contracts.
<PAGE>

EXHIBIT XII


                                                                    May 9, 2000

Lehman Commercial Paper Inc.
Three World Financial Center
New York, New York 10285-0700

                              CONSECO FINANCE CORP.

                                Limited Guaranty

         Amended and Restated Master Repurchase Agreement Dated as of May 9,
2000

Gentlemen:

         AA. For value received and in accordance with the terms of the amended
and restated Master Repurchase Agreement, dated as of May 9, 2000 as amended
from time to time (the "Repurchase Agreement") between Lehman Commercial Paper
Inc., as buyer ("Buyer"), and Green Tree Finance Corp. -- Five, as seller
("Seller"), Conseco Finance Corp., formerly known as Green Tree Financial
Corporation ("Conseco"), hereby guarantees payment to the Buyer or any successor
in interest of the Buyer with respect to any Purchased Eligible Assets under the
Repurchase Agreement in an aggregate amount from time to time not exceeding the
sum of the Guaranty Amount, as hereinafter defined. Buyer or U.S. Bank National
Association, as custodian under the Custodial Agreement (as defined in the
Repurchase Agreement), may make demands under this Limited Guaranty of the
Guaranty Amount from time to time. Conseco hereby represents that its
obligations hereunder do and shall rank pari passu with all unsecured and
unsubordinated indebtedness of Conseco.

         BB. Payments required under this Limited Guaranty shall be payable
whenever any Guaranty Amount (as defined below) has not been promptly made to
Buyer in accordance with the Repurchase Agreement and the Custodial Agreement,
without regard to any stay or delay with respect to such payment permitted or
required by bankruptcy or any other applicable law. Neither Buyer nor Custodian
on behalf of Buyer shall be required to realize upon any Purchased Eligible
Assets or other security or exercise any remedies prior to making a payment
demand under this Limited Guaranty. The aggregate sum remaining available
hereunder from time to time shall be available upon the presentation by Buyer or
Custodian on behalf of Buyer of the Notice for Payment in the form of Exhibit A
hereto (the "Notice"), setting forth the information called for therein.

         CC. The "Guaranty Amount" as of any date means, collectively, the sums
described in paragraphs HH and II of this Limited Guaranty plus the lesser of
(x) the sum of (A) the Repurchase Price of the Purchased Eligible Assets
(whether payable upon demand by the Buyer,

<PAGE>

as a result of an acceleration of the Repurchase Date therefor or otherwise) and
(B) the Price Differential thereof and any liquidation costs and attorneys' fees
associated with realizing upon and selling Purchased Eligible Assets and (y) 10%
of the outstanding principal amount of all Purchased Eligible Assets at the time
a payment demand is made under this Limited Guaranty. All payments due hereunder
shall be paid in immediately available funds after receipt of the Notice no
later than 1:00 P.M. on the second business day following the date of
presentation of the Notice.

         DD. Presentation of the Notice shall be made in writing to the address
specified in this paragraph or by presentation of facsimile documentation at
(612) 293-5745, Attention: Chief Financial Officer, or such other number or name
as Conseco may specify. Such documentation shall be followed by original
documentation as soon as reasonably practicable to Conseco's office located at
1100 Landmark Towers, 345 St. Peter Street, St. Paul, Minnesota 55102-1639,
Attention: Chief Financial Officer, or such other number or name which may be
designated by Conseco by written notice delivered to the Custodian.

         EE. This Limited Guaranty shall be governed by, and construed in
accordance with, the laws of the State of New York. Communications with respect
to this Limited Guaranty other than requests for payment pursuant to a Notice
referred to in the preceding paragraph shall be addressed to Conseco at 1100
Landmark Towers, 345 St. Peter Street, St. Paul, Minnesota 55102-1639,
Attention: Chief Financial Officer, specifically referring to this Limited
Guaranty.

         FF. Conseco hereby waives all rights of subrogation, contribution,
reimbursement, indemnity or otherwise, whether arising by contract or operation
of law (including, without limitation, any such right arising under the Federal
Bankruptcy Code) or otherwise by reason of any payment by Conseco pursuant to
the provisions of this Limited Guaranty and agrees for the benefit of each of
the Seller's creditors that any such payment by it shall constitute a
contribution of capital by Conseco to the Seller.

         GG. As further security for this Limited Guaranty and to secure all of
Seller's obligations to Buyer, Conseco hereby grants a present security interest
in and transfers and assigns to Buyer (a) any and all interest, if any, it may
now or hereafter have in the Purchased Eligible Assets (as defined in the
Repurchase Agreement) until such securities have been sold or otherwise disposed
of by Buyer, and (b) all claims and demands, presently existing or hereafter
accrued thereon, and any and all collateral or security Conseco now has or may
hereafter have or acquire against Seller with respect to the Purchased Eligible
Assets or any of them with full right on the part of Buyer in its own name or in
the name of Conseco to collect and enforce such claims by legal action, proof of
debt in bankruptcy or other liquidation proceedings, and to vote in any
proceedings for the arrangement of debts at any time proposed, and Conseco
hereby irrevocably appoints Buyer as attorney-in-fact for Conseco for the
purpose of such enforcement and for the purpose of endorsing in the name of
Guarantors any instrument for the payment of money.

         HH. In the event that any representation or warranty made by Seller in
the Repurchase Agreement or by Conseco or Seller under any servicing
arrangements or the Custodial

<PAGE>

Agreement shall be false or misleading in any material respect, there shall be
immediately due from Conseco to Buyer the loss, cost, damage or expense incurred
by Buyer by reason of such representation or warranty being false or misleading
in any material respect. In addition, there shall be immediately due from
Conseco any Indemnified Amounts that are due to Buyer or any other Indemnified
Parties under, and as defined in, the Repurchase Agreement.

         II. In the event that Buyer for any reason whatsoever shall deem it
necessary to refer this Limited Guaranty to an attorney for the enforcement
thereof or of any rights hereunder or otherwise, there shall be immediately due
from Conseco to Buyer, reasonable attorneys' fees and disbursements, together
with all costs and expenses of such action.

         JJ. This Limited Guaranty sets forth in full Conseco's undertaking, and
such undertaking shall not in any way be modified, amended, amplified or limited
by reference to any document, instrument or agreement referred to herein other
than any request, for payment hereunder and the Repurchase Agreement, and any
such reference shall not be deemed to incorporate herein by reference any
document, instrument or agreement except for requests for payment pursuant to a
Notice and the Repurchase Agreement.

         KK. Conseco hereby waives the right of trial by jury in any litigation
arising hereunder and also waives the right in any such litigation, to impose
counterclaims or set offs of any kind or description unless such counterclaim or
set off is compulsory or mandatory in nature under the New York Civil Practice
Law and Rules. Conseco further agrees to submit to personal jurisdiction in the
State of New York in any action or proceeding arising out of this Guaranty.

         LL. Conseco shall provide information, documentation and access to
personnel as Buyer shall require in order to monitor Conseco's liquidity, cash
flow and capitalization.



<PAGE>


         IN WITNESS WHEREOF, this Limited Guaranty is impressed, imprinted or
engraved hereon, attested by its secretary or any Assistant Secretary.

                               CONSECO FINANCE CORP.



                               By:  /s/Phyllis A. Knight
                                    --------------------
                                    Name:  Phyllis A. Knight
                                    Title:  Senior Vice President and Treasurer

Attest:


By:_______________________
         Name:
         Title:


<PAGE>

EXHIBIT A
to
Limited Guaranty


Conseco Finance Corp.
1100 Landmark Towers
345 St. Peter Street
St. Paul, Minnesota 55102-1639
Attention:  Chief Financial Officer

                               NOTICE FOR PAYMENT
                           UNDER THE LIMITED GUARANTY

         The undersigned individual, a duly authorized officer of [ Lehman
Commercial Paper Inc. (the "Buyer") ], [U.S. Bank National Association, as
custodian ("Custodian") under that certain Custodial Agreement among Custodian,
Buyer and Green Tree Finance Corp. -- Five ("Seller"),] hereby certified to
Conseco Finance Corp. ("Conseco") on behalf of the Buyer with reference to that
certain Limited Guaranty, dated May 9, 2000 (the "Limited Guaranty"), of Conseco
in favor of Buyer, executed pursuant to the amended and restated Master
Repurchase Agreement, dated May 9, 2000 (the "Repurchase Agreement"), between
Seller and Buyer, in respect of Securities (as defined in the Repurchase
Agreement) as follows:

         1.[Buyer] [Custodian on behalf of Buyer] is entitled to make a
demand under the Limited Guaranty.

         2.The Guaranty Amount as of the Date of this Notice is
$_________. The amount demanded by this notice (together with the amount of any
other payments demanded under all other Notices for Payment) does not exceed the
Guaranty Amount.

         3.[Buyer] [Custodian on behalf of Buyer] demands payment of
$_______________, which is the amount it is entitled to demand pursuant to the
Limited Guaranty.

         4.The amount demanded is to be paid in immediately available
funds by 1:00 P.M. of the second business day following the date of presentation
of this notice.

         5.[Provide payment instructions.]

         6.Capitalized terms used herein and not otherwise defined herein
shall have the meanings assigned to them in the Repurchase Agreement.

         IN WITNESS WHEREOF, this notice has been executed this __ day of
________.

                                            [LEHMAN COMMERCIAL PAPER INC.]
                                            [CUSTODIAN]



                                            By:______________________________
                                               Name:
                                               Title:




<PAGE>

                  AMENDMENT TO THE WAREHOUSE DEBT FACILITY

          This AMENDMENT (this "Amendment"), dated as of September 22, 2000, by
and among LEHMAN COMMERCIAL PAPER INC. ("Buyer") and GREEN TREE FINANCE CORP. -
FIVE ("Seller") and acknowledged and consented to by Conseco Finance Corp. (the
"Guarantor").

                              W I T N E S S E T H:

          WHEREAS, Seller and Buyer are party to that certain Amended and
Restated Master Repurchase Agreement, dated May 9, 2000, (such agreement, as
amended as of the date hereof, the "Agreement"; capitalized terms used herein
without definition are being used as defined in the Agreement);

          WHEREAS, Seller, Borrower and other parties have entered into the
Amended and Restated Agreement, dated as of the date hereof (as amended,
supplemented or otherwise modified from time to time, the "Umbrella Agreement"),
pursuant to which such parties have agreed to enter into amendments and other
agreements in connection with existing arrangements, including the Agreement;
and

          WHEREAS, Seller and Buyer have agreed to amend the Agreement as set
forth herein;

          NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained herein, the parties hereto agree as follows:

          Section 1. Amendments to the Agreement. On the Effective Date (under
and as defined in the Umbrella Agreement), the Agreement shall be amended as
follows:

          (a) new definitions of "Amendment Effective Date" and "Applicable
Margin" in Section 2 (Definitions) of the Agreement are inserted immediately
following the definition of "Agreement" to read as follows:

               "Amendment Effective Date" means the "Effective Date" under and
          as defined in the Umbrella Agreement.

               "Applicable Margin" means (i) in respect of Home Equity Loans,
          0.85% per annum, provided, however, that in respect of Home Equity
          Loans that are Wet Home Equity Loans such percentage shall be
          increased to 1.1% per annum; (ii) in respect of High LTV Home Equity
          Loans, 1% per annum; (iii) in respect of Home Improvement Loans, 0.85%
          per annum; (iv) in respect of Retail Installment Contracts, 0.85% per
          annum; (v) in respect of Floor Plan Assets, 2% per annum and (vi) in
          respect of Manufacturing Housing Contracts, 0.85% per annum; provided,
          however, that in respect of Manufacturing Housing Contracts that are
          Wet Manufacturing Housing Contracts such percentage shall be increased
          to 1.1% per annum.

<PAGE>

          (b) the definition of "Business Day" in Section 2 (Definitions) of the
Agreement is amended and restated in its entirety to read as follows:

               "Business Day" means a day other than (i) a Saturday or Sunday,
          or (ii) a day on which the Buyer or the New York Stock Exchange is
          authorized or obligated by law or executive order to be closed and, if
          the applicable Business Day relates to notices, determinations,
          fundings and payments in connections with the LIBO Rate, a day on
          which dealings in U.S. dollar deposits are also carried on in the
          London interbank market.

          (c) the definitions of "Custodial Agreement" and "Custodian" in
Section 2 (Definitions) of the Agreement is amended and restated in its entirety
to read as follows:

               "Custodial Agreement" means, collectively, the amended and
          restated custodial agreement that refers to transactions under this
          Agreement, by and among Buyer, Seller and the Custodian and the
          custodial agreement to be executed pursuant to Section 3(i).

               "Custodian" means the custodian under either Custodial Agreement.
          The initial custodian is U.S. Bank National Association.

          (d) the definition of "Eligible Assets" in Section 2 (Definitions) of
the Agreement is amended and restated in its entirety to read as follows:

               "Eligible Assets" means Retail Installment Contracts, Home
          Improvement Loans, Home Equity Loans, Manufactured Housing Contracts,
          Vehicle Leases, Credit Card Balances and Equipment Leases subject to
          this Agreement; provided, however, that "Eligible Assets" shall not
          include (a) on or after December 31, 2000, Esoteric Assets other than
          the Floor Plan Assets and (b) on or after December 31, 2001, the Floor
          Plan Assets; provided, further, that Eligible Assets constituting
          "chattel paper" under the UCC shall no longer constitute Eligible
          Assets if related Loan Files have not been delivered to the Custodian
          within 21 days of the Purchase Date therefor.

          (e) a new definition of "Floor Plan Assets" is inserted in Section 2
(Definitions) of the Agreement immediately after the definition of "Hedge" to
read as follows:

               "Floor Plan Assets" means those securities listed on Schedule 1
          to the May 9 Letter or such other securities as may be agreed to
          between the Buyer and the Seller in writing.
<PAGE>

          (f) a new definition of "Guarantor" in Section 2( Definitions) of the
Agreement is inserted immediately following the definition of "FHA Insurance" to
read as follows:

               "Guarantor" means Conseco Finance Corp., and any successor
          thereto.

          (g) a new definition of "LIBO Rate" in Section 2 (Definitions) of the
Agreement is inserted immediately following the definition of "Limited Guaranty"
to read as follows:

               "LIBO Rate" means, with respect to any Purchase Date, and for
          each 30-day period thereafter, the rate determined by the Buyer to be
          the offered rate for one-month deposits in United States dollars that
          appears on the Dow Jones Markets Telerate Page 3750 as of 11:00 a.m.,
          London time, on the second full Business Day next preceding the first
          day of such Purchase Date or period. In the event that such rate does
          not appear on the Dow Jones Markets Telerate Page 3750 (or otherwise
          on the Dow Jones Markets screen), the LIBO Rate for the purposes of
          this definition shall be determined by reference to such other
          comparable publicly available service for displaying eurodollar rates
          as may be selected by the Buyer.

          (h) a new definition of "May 9 Letter" in Section 2 (Definitions) of
the Agreement is inserted immediately following the definition of "Material
Adverse Change" to read as follows:

               "May 9 Letter" means the Letter, dated May 9, 2000, from Lehman
          Brothers, Inc. and Lehman ALI Inc. acknowledged and
          agreed by Conseco and Green Tree Residual Finance Corp. I.

          (i) the definition of "Pricing Rate" in Section 2 (Definitions) of the
Agreement is amended and restated in its entirety to read as follows:

               "Pricing Rate" means (i) in respect of Purchased Eligible Assets
          purchased prior to the Amendment Effective Date, the per annum
          percentage rate specified in the Confirmation for determination of the
          Price Differential and (ii) in respect of Purchased Eligible Assets
          purchased on or after the Amendment Effective Date, the sum of the
          Applicable Margin and the LIBO Rate.

          (j) the definition of "Purchase Price" in Section 2 (Definitions) of
the Agreement is amended and restated in its entirety to read as follows:

               "Purchase Price" means, on each Purchase Date, the price at which
          Purchased Eligible Assets are transferred by Seller to Buyer or its
          designee (including the Custodian); provided, however, that (i) the
          Purchase Price of any Home Equity Loan shall not in any event exceed
          95% of the principal amount thereof, (ii) the Purchase Price of any
          High LTV Home Equity Loan shall not in

<PAGE>

          any event exceed 85% of the principal amount thereof, (iii) the
          Purchase Price of any Insured Home Improvement Loan shall not in any
          event exceed 90% of the principal amount thereof, (iv) the Purchase
          Price of any Uninsured Home Improvement Loan shall not in any event
          exceed 90% of the principal amount thereof, (v) the Purchase Price of
          any Retail Installment Contract shall not in any event exceed 90% of
          the principal amount thereof, (vi) the Purchase Price of any Equipment
          Lease shall not in any event exceed 90% of the net discounted present
          value thereof, (vii) the Purchase Price of any Manufactured Housing
          Contract shall not in any event exceed 95% of the principal amount
          thereof, (viii) the Purchase Price of any Vehicle Lease shall not in
          any event exceed 70% of the net discounted present value of all rents
          to be paid under such Vehicle Lease (without taking into account the
          residual value under such Vehicle Lease), and (ix) the Purchase Price
          of any Credit Card Balance shall not in any event exceed 75% of the
          principal amount thereof.

          (k) the definition of "Repurchase Date" in Section 2 (Definitions) of
the Agreement is amended and restated in its entirety to read as follows:

               "Repurchase Date" means the date on which Seller is to repurchase
          the Purchased Eligible Assets from Buyer which initially will be the
          first Business Day of the next succeeding month, including any date
          determined by application of the provisions of Sections 3 or 13, as
          specified in the Confirmation; provided, however, that in no event
          shall such date be more than 30 days after the Purchase Date;
          provided, further, that the Repurchase Date in respect of Esoteric
          Assets other than the Floor Plan Assets shall be no later than
          December 31, 2000; and provided, further, that the Repurchase Date in
          respect of the Floor Plan Assets shall be no later than December 31,
          2001.

          (l) a new definition of "Umbrella Agreement" in Section 2
(Definitions) of the Agreement is inserted immediately following the definition
of "UCC" to read as follows:

               "Umbrella Agreement" means the Amended and Restated Agreement,
          dated as of September 22, 2000 by and among, Conseco Inc., CIHC
          Incorporated, Green Tree Finance Corp. - Five, Green Tree Residual
          Finance Corp. and Lehman Brothers Holdings Inc, as amended,
          supplemented or otherwise modified from time to time.

          (m) the definition of "Warrant" in Section 2 (Definitions) of the
Agreement is amended and restated in its entirety to read as follows:

               "Warrant" means the Warrant to Purchase Common Stock of Conseco
          Finance Corp., dated May 11, 2000, issued by Conseco to Lehman
          Brothers Holdings Inc. or any warrant issued in exchange therefor by
          Conseco, Inc.

<PAGE>

          (n) the definition of "Wet Manufactured Housing Contracts" in Section
2 (Definitions) of the Agreement is amended and restated in its entirety to read
as follows:

               "Wet Manufactured Housing Contracts" means those Manufactured
          Housing Contracts:

                         (i) that do not constitute "chattel paper" under the
                    UCC for which the related Loan Files have not been delivered
                    to the Custodian as of the Purchase Date; or

                         (ii) that constitute "chattel paper" under the UCC and
                    whose Purchase Date is on or after February 1, 2001, for
                    which the related Loan Files have not been delivered to the
                    Custodian within 10 Business Days after the Purchase Date.

          (o) clause (a) of Section 3 (Initiation; Confirmation; Termination;
Maximum Transaction Amounts) of the Agreement is amended and restated in its
entirety to read as follows:

               a. On the terms and subject to the conditions contained in this
          Agreement and upon receipt of a notice by the Seller (a "Transaction
          Request"), the Buyer agrees to enter into Transactions to purchase
          Eligible Assets during the period from the Effective Date to September
          22, 2002 for a Purchase Price not to exceed $500,000,000 in the
          aggregate for all Eligible Assets; provided, however, that the Buyer
          shall not be committed to purchase (1) Home Improvement Loans for a
          Purchase Price exceeding $150,000,000 in the aggregate; (2) Retail
          Installment Contracts for a Purchase Price exceeding $100,000,000 in
          the aggregate; and (3) High LTV Home Equity Loans for a Purchase Price
          exceeding $50,000,000 in the aggregate; provided, further, that an
          agreement to enter into a Transaction may be entered into orally or in
          writing at the initiation of either Buyer or Seller for amounts in
          excess of $500,000,000. In any event, Buyer shall confirm the terms of
          each Transaction by issuing a written confirmation to Seller promptly
          after the parties enter into such Transaction in the form of Exhibit I
          attached hereto (a "Confirmation"). Such Confirmation and Transaction
          Request shall each describe the Purchased Eligible Assets, identify
          Buyer and Seller and set forth (i) the Purchase Date, (ii) the
          Purchase Price, (iii) the Repurchase Date, unless the Transaction is
          to be terminable on demand, (iv) the applicable Collateral Amount
          Percentages with respect to such Eligible Assets and (v) in the case
          of the Confirmation, additional terms or conditions not inconsistent
          with this Agreement. Seller shall, subject to the provisions of
          subsection (c) below, sign the Confirmation and promptly return it to
          Buyer. The Purchase Price for any Transactions shall exceed
          $1,000,000.

          (p) clause (f) of Section 3 (Initiation; Confirmation; Termination;
Maximum Transaction Amounts) of the Agreement is amended and restated in its
entirety to read as follows:

<PAGE>

               f. With respect to all Transactions hereunder, the aggregate
          Purchase Price for all Purchased Eligible Assets at any one time
          subject to the outstanding Transactions shall not exceed (i) prior to
          January 1, 2001, $1,500,000,000 and (ii) on or after January 1, 2001,
          $1,200,000,000; provided, however, that the aggregate Purchase Price
          for all Home Equity Loans subject to Transactions hereunder shall not
          exceed $750,000,000; the aggregate Purchase Price for all Wet Home
          Equity Loans and Wet Manufactured Housing Contracts subject to
          Transactions hereunder shall not exceed (x) on or before December 31,
          2000, for the first 15 days of each calendar month, $350,000,000, (y)
          on or before December 31, 2000, for the remainder of each succeeding
          calendar month, $250,000,000, (z) after December 31, 2000,
          $250,000,000; provided that the Seller shall use commercially
          reasonable efforts to (1) ensure that the aggregate Purchase Price for
          all Wet Home Equity Loans and Wet Manufactured Housing Contracts does
          not exceed $150,000,000 and (2) obtain Indebtedness secured by Wet
          Home Equity Loans, Wet Manufactured Housing Contract or any other
          "wet" loan or any other repurchase agreement in respect to such "wet"
          loans (provided, however, that, should the Seller obtain any such
          additional "wet" funding facility, the first amount set forth in this
          clause (z) shall be reduced by the maximum loan amount or purchase
          price available under such facility until such time as such number
          shall equal the amount set forth in clause (z)(1) above); the
          aggregate Purchase Price for all Insured Home Improvement Loans
          subject to Transactions hereunder shall not exceed $750,000,000; the
          aggregate Purchase Price for all Uninsured Home Improvement Loans
          subject to Transactions hereunder shall not exceed $300,000,000; the
          aggregate Purchase Price for Retail Installment Contracts subject to
          Transactions hereunder shall not exceed $400,000,000; the aggregate
          Purchase Price for Equipment Leases subject to Transactions hereunder
          shall not exceed $500,000,000; the aggregate Purchase Price for High
          LTV Home Equity Loans subject to Transactions hereunder shall not
          exceed $150,000,000; the aggregate Purchase Price for all Manufactured
          Housing Contracts subject to Transactions hereunder shall not exceed
          $500,000,000; the aggregate Purchase Price for all Vehicle Leases
          subject Transactions hereunder shall not exceed $180,000,000; and the
          aggregate Purchase Price for all Credit Card Balances subject to
          Transactions hereunder shall not exceed $170,000,000.

          (q) clause (h) of Section 3 (Initiation; Confirmation; Termination;
Maximum Transaction Amounts) of the Agreement is amended and restated in its
entirety to read as follows:

               h. With respect to Wet Home Equity Loans and Wet Manufactured
          Housing Loans, Seller shall deliver the related Loan Files to the
          Custodian (i) prior to January 1, 2001, within 10 Business Days of the
          Purchase Date and (ii) on or after January 1, 2001, (x) in respect of
          Wet Home Equity Loans and Wet Manufactured Housing Loans whose
          aggregate Purchase Price does not exceed $100,000,000 at any one time,
          within 10 Business Days of the Purchase Date and (y) in respect of all
          other Wet Home Equity Loans and Wet Manufactured Housing Loans, within
          7 Business Days of the Purchase Date.

<PAGE>

          (r) a new clause (i) is added to the end of Section 3 (Initiation;
Confirmation; Termination; Maximum Transaction Amounts) of the Agreement to read
as follows:

               i. The Seller shall use commercially reasonable efforts to obtain
          other committed warehouse facilities of equal aggregate size and
          containing terms and conditions similar to those in this Agreement.

          (s) a new clause (i) is added to the end of Section 7 (Payment,
Transfer and Custody) of the Agreement to read as follows:

               i. On or before February 1, 2001, the Buyer shall deliver to the
          Custodian all Loan Files of the Purchased Eligible Assets; provided,
          however, that the Buyer hereby acknowledges and agrees that on or
          before November 1, 2000, the Buyer and the Custodian shall have
          entered into a new custodial agreement providing for the delivery of
          such Loan Files to the Custodian and otherwise in form and substance
          acceptable to Buyer and Seller.

          (t) clause (e) of Section 11 (Negative Covenants of the Seller) of the
Agreement is deleted in its entirety.

          (u) subclauses (i), (ii) and (iii) of clause (i) of Section 12
(Affirmative Covenants of Seller) are hereby deleted in their entirety.

          (v) a new clause (j) is added at the end of Section 12 (Affirmative
Covenants of Seller) to read as follows:

               j. So long as the Buyer shall be committed to buy Eligible Assets
          hereunder, Conseco, on a consolidated basis with its Subsidiaries,
          shall:

                         (i) at all times commencing December 31, 2000,
                    maintain an Adjusted Tangible Net Worth of at least
                    $1,950,000,000;

                         (ii) for the three-month period ending on the last day
                    of the Fiscal Quarter ending December 31, 2000, the
                    six-month period ending on the last day of the Fiscal
                    Quarter ending March 31, 2001, the nine-month period ending
                    on the last day of the Fiscal Quarter ending June 30, 2001,
                    the twelve-month period ending on the last day of the Fiscal
                    Quarter ending September 30, 2001, and the twelve-month
                    period ending on the last day of each subsequent Fiscal
                    Quarter, maintain a Fixed Charge Coverage Ratio of not less
                    than 1.0:1.0;

                         (iii) at all times commencing December 31, 2000,
                    maintain a ratio of GAAP Net Worth to Total Managed
                    Receivables of not less than 4:100;

<PAGE>

                         (iv) for each Fiscal Quarter commencing with the Fiscal
                    Quarter ending December 31, 2000, maintain a ratio of
                    Non-Warehouse Debt to GAAP Net Worth of not more than
                    1.0:2.0; and

                         (v) for the three-month period ending on the last day
                    of the Fiscal Quarter ending December 31, 2000, the
                    six-month period ending on the last day of the Fiscal
                    Quarter ending March 31, 2001, the nine-month period ending
                    on the last day of the Fiscal Quarter ending June 30, 2001,
                    the twelve-month period ending on the last day of the Fiscal
                    Quarter ending September 30, 2001, and the twelve-month
                    period ending on the last day of each subsequent Fiscal
                    Quarter, maintain positive Operating Cash Flow.

               For purposes of this clause (j):

               "Adjusted Tangible Net Worth" means, at any date, the sum of (a)
          GAAP Net Worth plus (b) the amount of intercompany indebtedness
          converted to Preferred Stock on the Effective Date in accordance with
          Section 1(e) (to the extent such Preferred Stock is not included in
          GAAP Net Worth), plus (c) writedowns after the Effective Date of all
          IOs and capitalized servicing rights of Conseco and its Subsidiaries,
          in an aggregate amount not to exceed $450,000,000, minus (d) any
          indebtedness owing by Conseco or any of its Affiliates (other than
          Conseco or any Subsidiary thereof) to Conseco or any Subsidiary
          thereof as of such date, minus (e) any amount that would be included
          on the consolidated balance sheet of Conseco as goodwill and deferred
          charges in accordance with GAAP.

               "Cash Equivalents" means (a) securities issued or fully
          guaranteed or insured by the United States government or any agency
          thereof, (b) certificates of deposit, eurodollar time deposits,
          overnight bank deposits and bankers' acceptances of any commercial
          bank organized under the laws of the United States, any state thereof,
          the District of Columbia, any foreign bank, or its branches or
          agencies (fully protected against currency fluctuations) which, at the
          time of acquisition, are rated at least "A-1" by Standard & Poor's
          Rating Services ("S&P") or "P-1" by Moody's Investors Services, Inc.
          ("Moody's"), (c) commercial paper of an issuer rated at least "A-1" by
          S&P or "P-1" by Moody's, and (d) shares of any money market fund that
          (i) has at least 95% of its assets invested continuously in the types
          of investments referred to in clauses (a) through (c) above, (ii) has
          net assets of not less than $500,000,000 and (iii) is rated at least
          "A-1" by S&P or "P-1" by Moody's; provided, however, that the
          maturities of all obligations of the type specified in clauses (a)
          through (c) above shall not exceed 180 days.

               "Fiscal Quarter" means each of the four quarterly accounting
          period comprising a Fiscal Year.

<PAGE>

               "Fiscal Year" means the twelve-month accounting period commencing
          on January 1 and ending December 31 of each year.

               "Fixed Charge Coverage Ratio" means, for any period, the ratio of
          (a) Pre Tax Operating Income for such period to (b) Interest Expense
          for such period.

               "GAAP Net Worth" means, at any date, the stockholders' equity
          that would be reflected on a consolidated balance sheet of Conseco and
          its Subsidiaries at such date prepared in accordance with GAAP,
          inclusive of Preferred Stock, to the extent such Preferred Stock is
          not included in stockholders' equity in accordance with GAAP.

               "indebtedness" of Conseco means Conseco's (a) obligations for
          borrowed money, (b) obligations representing the deferred purchase
          price of property (whether real or personal, tangible or intangible)
          or services (other than accounts payable arising in the ordinary
          course of such Conseco's business payable on terms customary in the
          trade), (c) obligations, whether or not assumed, secured by Liens or
          payable out of the proceeds or production from property now or
          hereafter owned or acquired by Conseco, (d) obligations which are
          evidenced by notes, acceptances, or similar instruments, (e)
          capitalized lease obligations, (f) rate hedging obligations, (g)
          contingent obligations of any type, (h) obligations for which Conseco
          is obligated pursuant to or in respect of a letter of credit or
          similar instrument and (i) repurchase obligations or liabilities of
          Conseco with respect to accounts or notes receivable and chattel paper
          sold by such Person.

               "Interest Expense" means, for any period, all interest paid or
          accrued during such period by Conseco and its Subsidiaries on a
          consolidated basis, determined in accordance with GAAP.

               "Net Income" means, for any period, with respect to Conseco and
          its Subsidiaries on a consolidated basis (other than any Subsidiary
          which is prohibited from declaring or paying dividends or otherwise
          advancing funds to its parent whether by contract or otherwise),
          cumulative net income earned during such period as determined in
          accordance with GAAP.

               "Non-Warehouse Debt" means, at any time, all indebtedness of
          Conseco for borrowed money (including without limitation all
          liabilities in respect of deposit products, notes payable, note
          payables to Conseco (net of receivables due from Conseco), bonds and
          other indebtedness) less the sum of Unrestricted Cash and Cash
          Equivalents at such time plus the book value of all finance
          receivables and plus 85% of servicing advance receivables.

               "Operating Cash Flow" means, for any period, cash flow from the
          operations of Conseco for such period (as reported under "Cash Flow
          From Operations" in Conseco's statements of cash flow filed with the
          Securities and Exchange Commission) for such period.

<PAGE>

               "Pre Tax Operating Income" means, for any period, Net Income for
          such period, plus (a) income and franchise taxes paid or accrued
          during such period, (b) Interest Expense, (c) losses derived from
          discontinued operations of Conseco and its Subsidiaries during such
          period and (d) extraordinary losses and non-recurring losses of
          Conseco and its Subsidiaries in an amount with respect to IOs and
          capitalized servicing rights of Conseco and its Subsidiaries not to
          exceed $450,000,000 in the aggregate minus (a) income derived from
          discontinued operations of Conseco and its subsidiaries during such
          period and (b) extraordinary gains and non-recurring gains of Conseco
          and its Subsidiaries.

               "Subsidiary" means (a) any corporation more than 50% of the
          outstanding securities having ordinary voting power of which shall at
          the time be owned or controlled, directly or indirectly, by Conseco or
          by one or more of its Subsidiaries or by Conseco and one or more of
          its Subsidiaries, or (b) any partnership, limited liability company,
          association, joint venture or similar business organization more than
          50% of the ownership interests having ordinary voting power of which
          shall at the time by so owned or controlled.

               "Total Managed Receivables" means, for any period, the "averaged
          managed receivables", as such term is reported in the related filing
          with the Securities and Exchange Commission for such period.

               "Unrestricted Cash" means, at any date, all available cash on
          deposit in bank accounts of Conseco, provided the accounts into which
          such cash is deposited are not subject to any lien, security interest
          or control agreement or otherwise encumbered (excluding customary
          rights of set-off) or restricted in any way. No new borrowings after
          the Effective Date from Conseco, Inc. or its Subsidiaries shall
          constitute Unrestricted Cash other than the amounts not to exceed
          $50,000,000 in the aggregate received pursuant to Section
          4.09(a)(i)(x) of the Five-Year Credit Agreement as in effect on the
          Effective Date.

          (w) clause (a)(xii) of Section 13 (Events of Default) of the Agreement
is amended and restated in its entirety to read as follows:

               xii. An "event of default" has occurred pursuant to the New Bank
          Facility Documents (as defined in the Umbrella Agreement) or a Hedge
          or the Residual Facility Documents (as defined in the Umbrella
          Agreement) or any party to the Umbrella Agreement (other than Lehman
          Brothers Holdings Inc.) shall fail to comply with any terms, covenants
          or agreements contained in the Umbrella Agreement on its part to be
          performed or observed, or any representation or warranty made under or
          in connection with the Umbrella Agreement shall be incorrect in any
          material respect when made.

          (x) new subclauses (xiii) and (xiv) are added to clause (a) of Section
13 (Events of Default) to read as follows:
<PAGE>

               xiii. (A) the Guaranty, dated as of September 22, 2000, made by
          CIHC, Incorporated for the benefit of the Buyer shall cease to be
          valid, binding and enforceable or CIHC, Incorporated or Conseco, Inc.
          or any Subsidiary thereof shall so state in writing or (B) any
          "Subordinated Obligations" under and as defined in such guaranty shall
          cease, for any reason, to be validly subordinated to the obligations
          of CIHC under such guaranty as provided in the relevant provisions
          thereof or CIHC, Incorporated or Conseco, Inc. or any Subsidiary
          thereof shall so state in writing.

               xiv. Conseco, Inc. or Conseco shall enter into any agreement that
          prohibits, restricts or imposes additional conditions to, or otherwise
          modifies in any manner adverse to Lehman Brothers Holdings Inc. or any
          of its direct or indirect subsidiaries, the terms as in effect as of
          the Effective Date (as defined in the Umbrella Agreement) permitting
          Conseco, Inc. or any of its subsidiaries to make any advance, loan,
          extension of credit (by way of guaranty or otherwise) or capital
          contribution to, or purchase of any capital stock, bonds, notes,
          debentures or other debt securities of, or any assets constituting a
          business unit of, or any other investment in, Conseco or any of its
          subsidiaries.

          (y) a new subclause (xiv) is hereby added to clause (a) of Section 14
(Remedies) to read as follows:

               xiv. At the option of Buyer, exercised by written notice to
          Seller (which option shall be deemed to have been exercised, even if
          no notice is given, immediately upon the occurrence of an Act of
          Insolvency with respect to Seller or Conseco) declare that all or
          portion of the commitments hereunder be terminated, whereupon the
          obligation of the Buyer to purchase Eligible Assets shall immediately
          terminate in whole or in part, as the case may be.

          Section 2. Costs and Expenses. Pursuant to Section 27(f) of the
Agreement, Seller agrees to reimburse Buyer for all reasonable costs and
expenses of the Buyer in connection with this Amendment.

          Section 3. Representations and Warranties.

          (a) Seller hereby represents and warrants that before and after giving
effect to this Amendment, (i) no Event of Default or default which, with the
giving of notice or the passage of time or both would constitute an Event of
Default has occurred and is continuing and (ii) the representations and
warranties of Seller contained in Section 10 of the Agreement and Section 8 of
the Umbrella Agreement are true and correct.

          (b) The execution, delivery and performance by Seller of this
Amendment and the other agreements to which it is or is to be a party pursuant
to the Umbrella Agreement have been duly authorized by all necessary or proper
corporate action on the part of Seller and do not require the consent or
approval of any Person that has not been obtained.

<PAGE>

          (c) Seller acknowledges that it has no defense, offset, claim or
counterclaim with respect to any of its obligations to make payments under the
Agreement and the other agreements to which it is or is to be a party pursuant
to the Umbrella Agreement.

          (d) This Amendment and each of the other agreements, as amended
hereby, to which Seller is a party constitute legal, valid and binding
obligations of Seller enforceable against Seller in accordance with their
respective terms.

          Section 4. Reference to and Effect on the Agreement and Ancillary
Documents.

          (a) Except as specifically amended herein, the Agreement is and shall
continue to be in full force and effect and is hereby in all respects ratified
and confirmed. On and after the date hereof each reference in the Agreement to
"this Agreement," "hereunder," "hereof" or words of like import referring to the
Agreement, and each reference in each other documents executed in connection
with or pursuant to the Agreement to the "Agreement," the "Repurchase Agreement"
or "thereunder" or "thereof" (when referring to the Agreement) or words of like
import referring to the Agreement, shall mean and be a reference to the
Agreement as amended hereby.

          (b) Except as specifically amended above, the Agreement and all
documents executed pursuant thereto or in connection therewith are and shall
continue to be in full force and effect and are hereby in all respects ratified
and confirmed.

          (c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as an amendment, waiver or
modification of any right, power or remedy of Buyer, nor constitute an
amendment, waiver or modification of any other provisions of the Agreement or
any other document executed in connection therewith.

          Section 5. Execution in Counterparts. This Amendment may be executed
in any number of counterparts and by different parties in separate counterparts,
each of which when so executed shall be deemed to be an original and all of
which taken together shall constitute one and the same agreement. Signature
pages may be detached from multiple separate counterparts and attached to a
single counterpart so that all signature pages are attached to the same
document. Delivery of an executed signature page of this Amendment by facsimile
transmission shall be as effective as delivery of a manually executed
counterpart hereof.

          Section 6. Governing Law. This Amendment shall be governed by, and
construed and enforced in accordance with, the law of the State of New York.

          Section 7. Headings. Section headings contained in this Amendment are
included herein for the convenience of reference only and shall not constitute
part of this Amendment for any other purpose.




<PAGE>


          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officer thereto duly authorized, as of the date
first above written.


                                          LEHMAN COMMERCIAL PAPER INC.


                                          By: /s/Vincent Primiano
                                              ---------------------
                                              Name:  Vincent Primiano
                                              Title:  Vice President



                                          GREEN TREE FINANCE CORP. - FIVE


                                          By: /s/Phyllis A. Knight
                                              ---------------------
                                              Name: Phyllis A. Knight
                                              Title:  Senior Vice President
                                                       and Treasurer



Acknowledged and Consented to by:

CONSECO FINANCE CORP.,
  as Guarantor


By: /s/James S. Adams
    --------------------------
    Name:  James S. Adams
    Title:  Senior Vice President
             and Chief Accounting
             Officer

</TEXT>
</DOCUMENT>
